AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 2008.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FOURTH AMENDMENT TO

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

PROGRESSIVE TRAINING, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

DELAWARE 7200
(STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)

32-0186005
(IRS EMPLOYER
IDENTIFICATION NO.)

17337 VENTURA BOULEVARD, SUITE 208
ENCINO, CALIFORNIA 91316
(818) 784-0040
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES
AND PRINCIPAL PLACE OF BUSINESS)

L. STEPHEN ALBRIGHT, ESQ.
ALBRIGHT & BLUM, P.C.
17337 VENTURA BOULEVARD, SUITE 208
ENCINO, CALIFORNIA 91316
(818) 789-0779
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT.

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
EACH CLASS IS TO BE REGISTERED

NONE NONE

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT.

COMMON STOCK, PAR VALUE $0.0001
(TITLE OF EACH CLASS)

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [_] Accelerated filer [_]

Non-accelerated filer [_] Smaller reporting company [X]

(Do not check if a smaller reporting company)

RESTATEMENT CHANGES:

The financial statements for the year ended May 31, 2006 have been restated to
correct a certain error in the financial statements and notes thereto. The error
related to the recording of consulting expense related to the issuance of
1,200,000 shares of the Company's common stock in payment of consulting services
valued at $60,000.

The following financial statement line items for fiscal years 2006 were affected
by the correction.

Statement of Operations
2006
EFFECT
AS REPORTED AS ADJUSTED OF CHANGE
----------- ----------- -----------

Revenue ................................. $ 365,163 $ 365,163 $ 0
Cost of revenues ........................ 91,087 91,087 0
Gross profit ............................ 274,076 274,076 0
Non-cash compensation ................... 0 60,000 60,000
Expenses ................................ 479,422 539,422 60,000
Net loss ................................ $ (206,146) $ (266,146) (60,000)
Basic and diluted loss per share ........ $ (0.12) $ (0.15) $ (0.03)

Balance Sheet
2006
EFFECT
AS REPORTED AS ADJUSTED OF CHANGE
----------- ----------- -----------

Investment in Dematco, Inc. ............. $ 66,464 $ 6,464 $ (60,000)
Total assets ............................ 137,266 77,266 (60,000)
Accumulated deficit ..................... (1,143,463) (1,203,463) 60,000
Total liabilities and shareholders'
deficit .............................. $ 137,266 $ 77,266 $ (60,000)

Statement of Cash Flows
2006
EFFECT
AS REPORTED AS ADJUSTED OF CHANGE
----------- ----------- -----------

Net loss ................................ $ (206,146) $ (266,146) $ (60,000)
Common stock issued for services ........ 0 60,000 60,000
Net cash used by operating activities ... (100,206) (100,206) 0
Net cash provided by financing activities 139,133 139,133 0
Net increase in cash .................... 38,927 38,927 $ 0
Cash, beginning of year ................. 11,744 11,744 $ 0
Cash, end of year ....................... $ 50,701 $ 50,701 $ 0

PROGRESSIVE TRAINING, INC.
FORM 10

TABLE OF CONTENTS

PAGE
----
PART I

Item 1. Description of Business ....................................... 4
Item 2. Management's Discussion and Analysis or Plan of Operation ..... 10
Item 3. Description of Property ....................................... 17
Item 4. Securities Ownership of Certain Beneficial Owners and Management 17
Item 5. Directors and Executive Officers, Promoters and Control Persons 18
Item 6. Executive Compensation ........................................ 20
Item 7. Certain Relationships and Related Transactions ................ 21
Item 8. Description of Securities ..................................... 21

PART II

Item 1. Market for Common Equity and Related Stockholder Matters .... 22
Item 2. Legal Proceedings ........................................... 23
Item 3. Changes in and Disagreements with Accountants ............... 24
Item 4. Recent Sales of Unregistered Securities ..................... 24
Item 5. Indemnification of Directors and Officers ................... 25

PART F/S

Financial Statements ........................................ 26

PART III

Item 1. Index to Exhibits ........................................... 43
Item 2. Description of Exhibits ..................................... 43

Signatures .............................................................. 44

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

SUMMARY FINANCIAL DATA

The data summarized below is not complete. It should be read in conjunction with
the Company's financial statements and accompanying notes contained in this
filing on page 31 and following pages.

For the Six
For the Year Months Ended
Ended May 31, For the Year November 30,
2006 Ended May 31, 2007
(As Restated) 2007 (Unaudited)
------------- ------------- -------------
INCOME STATEMENT DATA:

Net Revenue ................. $ 365,163 $ 371,326 $ 128,110

Net Loss .................... $ (266,146) $ (174,185) $ (73,848)

Net Loss per Share .......... $ (0.15) $ (0.09) $ (0.03)

(a) BUSINESS DEVELOPMENT

Progressive Training, Inc. (formerly Advanced Media Training, Inc.; the
"Company") was incorporated under this name in Delaware on October 31, 2006. The
Company is engaged in the development, production and distribution of training
and educational video products and services under the dba Advanced Knowledge and
has been in operation since March 2000. From August 10, 2004 through December
11, 2006 the business of the development, production and distribution of
management and general workforce training videos was conducted under the name
Advanced Media Training, Inc.

In December 2006, Advanced Media Training, Inc. acquired the outstanding common
stock of Dematco, Inc. ("Dematco"), a privately-held company with operations in
the United Kingdom. The transaction was accounted for as a recapitalization of
Dematco. The operations and business of Advanced Media Training, Inc. from June
1, 2006 to December 2006 and subsequently conducted under its new name,
Progressive Training, Inc. through May 31, 2007 have been included in these
financial statements, except as follows. In connection with the
recapitalization, Dematco agreed to retain certain assets and liabilities
amounting to approximately $200,000. These consisted of cash of approximately
$23,000, a convertible debenture issued by an affiliate of Dematco to Advanced
Media Training, Inc. in fiscal 2006, loans due to officers and related accrued
interest. The assets and liabilities were transferred at their historical book
value in December 2006 and, accordingly, recorded as a contribution to capital
on the books of the Company in December 2006. The assets and liabilities of
Advanced Media Training, Inc. that were not retained by Dematco were transferred
at their historical book value into the newly incorporated Progressive Training,
Inc.

Through February 2007, the Company was a wholly-owned subsidiary of Dematco. On
March 1, 2007, Dematco agreed to transfer 1 million shares of the Company's
common stock held by them in exchange for forgiveness of debt of $80,000 due to
Buddy Young, the Company's President and majority shareholder. Accordingly, the
Company was no longer a wholly-owned subsidiary of Dematco after March 1, 2007.
However, Dematco still owns 750,000 shares. For reporting purposes, only the
historical results of operations of Advanced Media Training, Inc. and
Progressive Training, Inc. are included in these financial statements.

We are filing this Form 10 registration statement on a voluntary basis. We
believe that registration with the Commission may provide us with additional
alternatives when seeking financing to expand our business operations. These
possible alternatives include the sale of restricted shares to raise capital, as
well as the issuance of restricted stock as consideration to purchase other
companies in the work force training video business and related businesses.

(b) DESCRIPTION OF BUSINESS

Progressive Training'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. The sale of third party videos currently accounts for approximately
74% of our revenues. We anticipate that this percentage will remain the same for
the foreseeable future.

WORKFORCE TRAINING VIDEO PRODUCTION

Among the videos in the library we acquired from Dematco are:

THE CUBAN MISSILE CRISIS: A CASE STUDY IN DECISION MAKING AND ITS CONSEQUENCES.
This video is based on the decision making process of President Kennedy and his
Cabinet during the Cuban missile crisis,

OWN IT (i.e., "own" your job) and focuses on four main themes: Caring About What
You Do, Going Above And Beyond, Being A Team Player, and Being Proud Of What You
Do And Where You Do It.

HOW DO YOU PUT A GIRAFFE INTO A REFRIGERATOR? This is an animated short that is
used as a meeting opener to stimulate the thinking of the participants,

TEAMSPEAK: HOW TO ASK POSITIVE QUESTIONS. The video's basic theme is the
importance of asking positive questions at team meetings. In addition to the
videos listed above, in 1998 we acquired the United States distribution rights
to a video entitled, WHAT IT REALLY TAKES TO BE A WORLD CLASS COMPANY. The video
identifies seven attributes which are key to making organizations world class
caliber. Although contractually we still retain the distribution rights, the
video has not generated any significant revenue during the past two fiscal
years. CHARACTER IN ACTION: THE UNITED STATES COAST GUARD ON LEADERSHIP. In this
video author Donald T. Phillips ("Lincoln on Leadership") demonstrates the
highest qualities of leadership, and how to apply them, using the example of the
United States Coast Guard.

PIT CREW CHALLENGE: DRIVEN TO PERFORM. The video uses the example of an
executive team, whose members have little or no experience with cars beyond
driving them, taking the challenge of learning how to function as a NASCAR pit
crew.

WORKTEAMS AND THE WIZARD OF OZ. Utilizing scenes from the classic movie, host
Ken Blanchard demonstrates how workteams can reach their goals, no matter how
diverse their members or how difficult the undertaking.

GENERATION WHY. Former teacher and coach on camera host Eric Chester shows
organizations how to recruit, train, manage, motivate, and retain the very best
of this new generation.

In most cases the cost of production for the workforce training videos range
from a low of $40,000 to a high of $125,000. Among the factors that determine
the cost are: (a) Script costs, (b) number of cast members, (c) location or
studio photography, (d) on-camera host, (e) music & special effects, and (f)
size of production crew.

Given the above mentioned range of cost, we would require a positive cash flow
of at least $40,000, or be able to raise additional capital through the sale of
equity or traditional borrowing sources, before we could finance and produce a
new training video during fiscal 2008.

DISTRIBUTION OF VIDEOS

As a consequence of our current and very limited financial resources we are
prevented from developing and producing new training videos on a regular basis.
As a result, we mainly marketed and sold videos produced by third parties during
the period ended May 31, 2007. We anticipate for the foreseeable future,
approximately between 70 and 75% of our revenues will be generated from the sale
of videos produced by others. These producers range in size from large
corporations, to small independent companies. In general, we market and sell
videos they have financed and produced and we receive a discount ranging from
35% to 50% of the gross sale price. It is standard practice within the training
industry for distributors to market and sell videos financed and produced by
third parties. We are not dependent on any one producer as a source of product
for us to sell. To date, no one source of product has accounted for 10% or more
of revenues, nor has any one training video accounted for a significant portion
of our revenue.

In regard to videos produced by us, we have non-exclusive distribution
agreements with a number of distributors to market and sell videos financed and
produced by us. Under the terms of these distribution agreements, we have agreed
to pay a marketing/distribution fee, ranging from 35% to 50% of gross sales to
distributors that sell our video training products. In many instances, we have
mutual non-exclusive distribution agreements to market/distribute their products
for a similar fee. We are not dependent on any one distributor to market or sell
our product. To date, no one distributor has accounted for 10% or more of
revenues derived from the sale of videos produced by us. Currently, we have
twenty-eight domestic distribution agreements, and twenty-seven international
distribution agreements. Most of the domestic distribution agreements are with
companies that both produce and distribute training videos. These agreements are
reciprocal, in that under the terms of the agreements they are licensed to sell
our videos and we are licensed to sell videos that were produced by them. The
foreign distribution agreements, as well as domestic agreements with companies
that only produce training videos provide only a license for us to sell videos
produced by them. Except as mentioned above and the percentage of distribution
fees paid or received, the terms and conditions are virtually the same in all of
our distribution contracts.

The material terms of our various agreements with suppliers (which consist of
distributors and producers) are very similar. In general, these agreements
provide us with the right to sell the supplier's video training products on a
non-exclusive basis. Other material terms include: (i) length of contractual
period, automatic renewal for an additional one (1) year terms, subject to
termination on 30 or 60 days prior written notice by either party; (ii) sales
territory; (iii) confirmation of our independent contractor relationship: (iv)
sales commission: and, (v) in two (2) instances we are required to meet monthly
sales minimums, which if not met, permits the supplier, at his option, to
terminate of the agreement. As noted above, we market and sell the training
videos for a commission from 35% to 50% of the gross sale price. We are in
compliance with all the terms and conditions of our agreements with suppliers.

WORKFORCE TRAINING INDUSTRY OVERVIEW

GENERAL

Except where specifically indicated the following industry views and analysis
are based on management's interpretations and beliefs resulting from their
experience in the production, sales and marketing of workforce training videos,
and their attendance at industry events such as the annual American Society for
Training & Development meeting where industry trends are discussed.

According to the Annual Industry Report published by Lakewood Publications in
the December 2006 issue of its respected industry publication, TRAINING
MAGAZINE:

o $55.8 billion was spent for formal training in 2006 by U.S.
organizations with 100 or more employees. This compares to $51.1
billion total industry spending in 2005.

o $15.8 billion of that $55.8 billion was spent on outside providers of
products and services in 2006. This compares to $13.5 billion in 2005.
These products and services include "off-the-shelf" materials (which
category includes our videos and work books).

o Training budgets increased by 7% from 2005

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

TRAINING VIDEO PRODUCTION

As stated earlier, approximately 70 to 75% of our revenue is derived from the
sale of training videos produced by other companies. Many of these videos are
produced by producer/distributors that have the financial resources to produce
several videos each year. These producer/distributors then enter into
sub-distribution agreements with other industry distributors to market and sell
these videos. Additionally, there are many independent producers who produce one
or two videos a year. These independent producers then enter into distribution
agreements for the marketing and sale of their videos. Such agreements are
usually on a royalty basis, and may include an advance against royalties.

THE SOFT SKILL TRAINING MARKET

There are over thirty different specific soft-skill training subjects utilized
by organizations to increase employee productivity and awareness. Among the top
ten subjects are: new-employee orientation, leadership, sexual harassment,
new-equipment orientation, performance appraisals, team-building, safety,
problem-solving/decision-making, train-the-trainer, and product knowledge.

We have produced and are marketing training videos that address a number of the
above mentioned soft-skill categories. These videos address such categories as
leadership, team-building, and problem solving/decision-making. These three
categories match the focus of the videos in our current library.

Although many organizations continue to maintain in-house training departments,
outside suppliers represent a significant portion of the training budget.
TRAINING MAGAZINE reported in its December 2006 issue that training delivered by
outside sources represented approximately 30% of the total dollars spent on
traditional training, and approximately 38% of technology based training.
Management believes that the trend for organizations to increasingly outsource
the training function will continue as a result of the broad range of subjects
that must be part of an effective employee training program and the cost of
developing and maintaining internal training courses in the rapidly changing
workplace.

THE INFORMATION TECHNOLOGY MARKET

To date, we have not produced any training products for the information
technology market. Nor do we anticipate doing so in the foreseeable future.
However, since we do market such products produced by others, we felt it
appropriate to include a discussion of this sector.

The Annual Industry Report from the December 2006 issue of TRAINING MAGAZINE
revealed that of all formal training in U.S. organizations with ten or more
employees, approximately 40% of that formal training is devoted to teaching
computer skills. Management believes that the market for Information Technology
will continues to be driven by technological change, and that the increasing
demand for training information technology professionals is a result of several
key factors, including:

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

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

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

o the proliferation of internet and intranet applications; and

o corporate downsizing.

It is our belief that these foregoing factors have resulted in an increase in
training requirements for employees who must perform new job functions or
multiple job tasks that require knowledge of varied software applications,
technologies, business specific information and other training topics.
Furthermore, since we believe that many businesses use hardware and software
products provided by a variety of vendors, their information technology
professionals require training on an increasing number of products and
technologies which apply across vendors, platforms and operating systems.

PRODUCTS AND SERVICES

Currently, and for at least the next twelve months, we anticipate devoting our
limited resources to the development, production and distribution of workforce
training videos. However, due to the significant amount of cash required to
produce new training videos, ($40,000 to $125,000), we expect that most of our
financial resources will be utilized for the purpose of distributing videos
produced by other companies, and those videos that have already been produced by
us. Additionally, as we would like to be prepared should funds become available;
we anticipate allocating approximately $5,000 during fiscal 2008 for the
development of a new video. These development funds would mainly be spent for
the purpose of hiring of a script writer.

Accompanying each of the videos produced by us is a workbook that is designed to
be given to all employees participating in the training program. These workbooks
are written for us by training professionals and serve to reinforce and enhance
the lasting effectiveness of the video. In addition to the workbook, we plan to
offer an audiocassette that gives the trainee a general orientation to the
training material and serves to reinforce the video's salient points. We believe
that the trainees will significantly benefit by being able to use the audio

cassette to strengthen and review their comprehension of the information covered
in the video during periods when it would be impossible to view a video, such as
during drive-time.

Training videos typically have a running time of 20 to 35 minutes. The price
range for training videos is from a low of $295 to over $895 per video. Except
for our video entitled HOW DO YOU PUT A GIRAFFE INTO A REFRIGERATOR?, which is
used as a short 3 minute meeting opener, the videos we acquired fall within the
25 to 35 minute running time range and are sold within the price range mentioned
above. The wide variance in the pricing structure is due to such factors as
quality of production, on-camera personalities, source of material,
sophistication of graphics, and accompanying reference materials. To date, our
strategy has been to concentrate on producing high caliber videos utilizing
elements and production values that will generate sales at the higher end of the
price range, where profit margins are greater.

The price differential between a corporate training video and a standard
consumer video is justified by the fact that an organization will purchase a
video and utilize it to train hundreds of employees over many years.

SALES AND MARKETING

As stated earlier, the Company's business is conducted under the dba Advanced
Knowledge. Accordingly, all of our marketing and sales materials incorporate the
Advance Knowledge name and logo. In most cases, the sale of management and
general workforce training videos involve direct mail solicitation, preview
request fulfillment, and telemarketing. We begin our sales effort by identifying
prospective buyers and soliciting them through direct mail appeals that offer
the recipient a free preview. In addition, we market and distribute our work
force training videos via our web site at "advancedknowledge.com."

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

DIRECT MAIL

We believe one of the most cost efficient ways of generating sales is through
the direct mailing of product catalogues to the purchaser of training products
and materials at organizations having 100 or more employees. This is our prime
target. According to Dun & Bradstreet, there are over 135,000 organizations in
the United States with at least 100 people.
To reach the target buyer, we utilize mailing lists purchased from, among
others, the American Society of Training and Development, and. companies that
sell mailing lists, such as Hugo Dunhill Mailing Lists, Inc. Additionally, a
catalogue featuring videos that cover many training topics is included with any
sale or preview video sent to our customers. We anticipate spending
approximately $35,000 on direct mailing during fiscal 2008. We spent
approximately $7,000 for this purpose during the period ended May 31, 2007.

In addition to being cost effective, direct mail represents an accurate way of
measuring sales and marketing efforts. Each response received by us is tracked
through a database for the purpose of determining which list resulted in the
most video sales, and to measure the effectiveness of a specific marketing
campaign. In addition, by evaluating response rates, management is also in a
better position to determine what level of direct mail is needed to reach sales
goals, and to alter its product line in accordance with marketplace feedback.

TELEMARKETING

We manage our telemarketing efforts by utilizing part-time employee or free
lance telephone representatives who focus primarily on following up leads that
have been generated through direct mail solicitation. Occasionally, we will
utilize the services of an outside telemarketing firm to supplement our own
efforts. Before calling potential customers our telemarketers are provided with
information on a customer's buying history and past needs. We anticipate
spending approximately $5,000 on telemarketing during fiscal 2008. We spent
$2,000 for this purpose during the year ended May 31, 2007.

COMPANY WEBSITE

Our experience during the past two years has been that increasingly corporate
training managers and others responsible for the purchase of training videos are
utilizing the internet to research and make their purchases. As a result, we
have spent approximately $8,500 during the year ended May 31, 2007, and
anticipate spending approximately $20,000 in fiscal 2008 to enhance our
website's functionality by improving its overall design, and by adding
additional features, such as the ability to preview videos online, broaden the
website's database to include more content information on most videos, increase
the website's search capabilities, and to generally make the website more user
friendly.

Additionally, in an effort to increase traffic to our website, we have paid both
Google and Yahoo for better placement on their search engines. We intend to
continue to pay these search engines for prime placement, as our financial
resources permit.

COMPETITION

The workforce training industry is highly fragmented, with low barriers to entry
and no single competitor accounting for a dominant market share. Among our
competitors are companies such as Media Partners Corp., the LearnCom
Corporation, Coastal Training Technologies, and CRM Learning. Many of our
competitors have a competitive edge, as demonstrated by the fact that these
companies were able to spend significantly more money for the production, and
marketing of new videos. Additionally, we compete with the internal training
departments of companies and other independent education and training companies.

INTERNAL TRAINING DEPARTMENTS

We have learned that internal training departments generally provide companies
with the most control over the method and content of training, enabling them to
tailor the training to their specific needs. However, because internal trainers
in many cases find it difficult to keep pace with new training concepts and
technologies and lack the capacity to meet demand, organizations supplement
their internal training resources with externally supplied training in order to
meet their requirements.

INDEPENDENT TRAINING PROVIDERS

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

As a result of the need for external training products and services, many large
corporations have entered the field by establishing corporate training
divisions. Among the larger competitors are: Times Mirror Corporation; Sylvan
Learning Systems, Inc.; Berkshire Hathaway; and Harcourt General. Additional
competitors currently producing training products include Blanchard Training &
Development, Career Track, American Media, Pfeiffer & Company, CRM Films,
Charthouse International and Learning Works. In all cases, the companies listed
above have established credibility within the training industry and, compared to
us, have substantially greater name recognition and greater financial,
technical, sales, marketing and managerial resources.

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

COMPANY HISTORY

We were incorporated in Delaware on October 31, 2006. From the date we were
incorporated until March 1, 2007, we were a wholly owned subsidiary of Dematco,
Inc., formerly Advanced Media Training Inc., a Delaware corporation (hereinafter
"Dematco"). On December 10, 2006, our then parent Dematco acquired all the
remaining outstanding shares of Dematco Ltd., and elected a new slate of
directors and appointed new corporate officers. Concurrent with the acquisition,
the new management of Dematco decided to change its core business to that of its
just acquired company Dematco, Ltd., and to as soon as feasible cease all
business activity related to its unrelated business of producing and
distributing workforce training videos. The business of Dematco, Ltd. is the
dematerializing or converting of financial instruments from paper form to
electronic form so as to enable such instruments to be traded in a secure manner
electronically on exchanges or exchange platforms on a peer to peer basis.

On March 1, 2007, to facilitate its exit from the training business, the Company
and Dematco entered into an Asset and Liability Assumption Agreement, whereby
the Company acquired all of Dematco's assets and liabilities related to the
production and distribution of workforce training videos in exchange for
1,750,000 shares of the Company's common stock. The assets included distribution
rights to twelve workforce training videos, its distribution contracts with
other producers of related videos, accounts receivable totaling approximately
$9,000, the name Advanced Knowledge for use by a division of the Company, and
the Advanced Knowledge website. As stated earlier, the training video business
has been and currently is conducted under the dba Advanced Knowledge. The
liabilities we assumed included approximately $28,500, in accounts payable, an
outstanding line of credit balance of $12,000, and an outstanding credit card
balance of approximately $23,500.

Additionally, on March 1, 2007 Dematco's Board of Directors approved and agreed
to a debt conversion agreement between three parties, namely, (i) Dematco as the
parent company, (ii) us, as the then wholly owned subsidiary of Dematco, and
(iii) our president, Buddy Young. Under the terms of the agreement, Mr. Young
agreed to convert $80,000 of the $138,173 owed to him by the Company under a
promissory note, to equity in exchange for Dematco's transfer of 1,000,000
shares of the Company's common stock to Mr. Young. As a result, Mr. Young became
our principal shareholder, while Dematco retained 750,000 shares of our common
stock. As a result of that transfer we were no longer a subsidiary of Dematco.

Since our inception, we have been engaged in the development, production and
distribution of management and general workforce training videos for use by
businesses throughout the world.

We currently have one full time employee who manages our marketing and sales
efforts. Additionally we have two part time employees who assist with the
administration functions. We mainly utilize outside services to handle our
accounting and other administrative requirements, and commissioned sales
personnel to handle the selling and marketing of our videos. During the next 12
months we anticipate hiring one or two additional full-time employees to assist
in our sales and marketing requirements. In addition, Mr. Buddy Young, our Chief
Executive Officer, Chief Financial Officer and Chairman of the Board of
Directors, and L. Stephen Albright, our Vice President, Secretary and a
Director, each work on a part-time basis. During the year ended May 31, 2007,
Mr. Young contributed non-cash compensation (representing the estimated value of
services contributed to the Company of $40,560). During the six months ended
November 30, 2007, Mr. Young contributed non-cash compensation (representing the
estimated value of services contributed to the Company of $20,800).

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read this section together with our financial statements and related
notes thereto included elsewhere in this report. In addition to the historical
information contained herein, this report contains forward-looking statements
that are subject to risks and uncertainties. Forward-looking statements are not
based on historical information but relate to future operations, strategies,
financial results or other developments. Forward-looking statements are
necessarily based upon estimates and assumptions that are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control and many of which, with respect to future
business decisions, are subject to change. Certain statements contained in this
Form 10, including, without limitation, statements containing the words
"believe," "anticipate," "estimate," "expect," "are of the opinion that" and
words of similar import, constitute "forward-looking statements." You should not
place any undue reliance on these forward-looking statements.

You should be aware that our results from operations could materially be
effected by a number of factors, which include, but are not limited to the
following: economic and business conditions specific to the management and
general workforce training industry; competition and the pricing and of products
offered by us and our competitors; changes in personnel training methods, i.e. a
decision by companies to allocate more of their budgets to computer based
training, rather than purchasing videos for training purposes; our ability to
control costs and expenses, and access to capital. There may be other factors
not mentioned above or included elsewhere in this report that may cause actual
results to differ materially from any forward-looking information.

INTRODUCTION. As noted elsewhere in this report, the Company's principal
customers are companies having 100 or more employees with an established
training department. In many cases training departments are part of and
supervised by the company's human resource department. In order to maintain our
relationship with these customers, we must work closely with them to make sure
that we are in a position to satisfy their training requirements. We strive to
accomplish this by being up to date and knowledgeable about the content of the
many videos currently available. This product awareness provides us the
opportunity to assist the customer in quickly and accurately selecting videos
that focus on subject matter that will fulfill their particular training needs.

We face competition from numerous other providers of training videos. We believe
many of these competitors are larger and better capitalized than the Company.
Additionally, if the Company is to grow its business by financing and producing
additional training videos, it will require additional capital. To date our cash
flow from operations has been minimal. Other than from operations and our line
of credit, our only source of capital is an agreement with our President and
majority shareholder to fund any shortfall in cash flow up to $250,000 at 8%
interest through June 30, 2008. Repayment is to be made when funds are available
with the balance of principal and interest due December 31, 2008. As of November
30, 2007, the Company has borrowed $36,468 from Mr. Young. We expect that the
cash flow from operations, together with the available funds under the above
referenced agreement with our president will be sufficient to fulfill our
capital requirements through fiscal 2008.

Our efforts during the next 12 months will mainly be focused on attempting to
increase revenue by (a) seeking to retain additional free lance commissioned
sales representatives, (b) improve the functionality of our website by adding
features such as providing customers the ability to preview videos online, and
by enhancing the website's search capabilities and user interface, and (c) by
allocating a greater portion of available cash flow for both the emailing and
direct mailing of marketing materials such as catalogues and notices of special
discounts to our customers. Although the amount spent in these areas will vary
depending on our cash flow, we anticipate spending during the next 12 months
approximately $20,000 on maintaining and improving our website, and
approximately $35,000 for the mailing of marketing materials as outlined above.
During the year ended May 31, 2007 we spent approximately $22,000 for these
purposes. During the six months ended November 30, 2007 we spent approximately
$4,900 for these purposes.

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 two 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 production costs. The Company
periodically incurs costs to produce new management training videos and to
enhance current videos. Historically, the Company has been unable to accurately
forecast revenues to be earned on these videos and has, accordingly, expensed
such costs as incurred.

RESULTS OF OPERATIONS

GENERAL

Our core business is the development, production and distribution of management
and general workforce training videos for use by businesses throughout the
world. As discussed under Item 1. Business Development, above, the operations of
this line of business were conducted from June 1, 2006 to December 2006 under
Advanced Media Training, Inc. and subsequent thereto through May 31, 2007 under
Progressive Training, Inc. The results of operations consist only of the
workforce training video business. The core assets and liabilities of the
business have been maintained at their historical book values in these financial
statements. Certain assets and liabilities of Advanced Media Training, Inc.
amounting to approximately $200,000 at December 2006 were transferred to Dematco
at their historical book value and, accordingly, recorded as a contribution to
capital on the books of the Company in December 2006. These consisted of cash of
approximately $23,000, a convertible debenture issued by an affiliate of Dematco
to Advanced Media Training, Inc. in fiscal 2006, loans due to officers and
related accrued interest.

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 60% 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 effect on our revenues.

FOR THE YEARS ENDED MAY 31, 2007 AND 2006

SELECT FINANCIAL INFORMATION

Statement of Operations Data 2007 2006
(as restated)
--------- ---------
Revenue ................................ $ 371,326 $ 365,163
Cost of revenues ....................... $ 82,640 $ 91,087
Gross profit ........................... $ 288,686 $ 274,076
Total expenses ......................... $ 462,071 $ 539,422
Net loss after taxes ................... $(174,185) $(266,146)
Net loss per share ..................... $ (0.09) $ (0.15)

Balance Sheet Data
Total assets ........................... $ 62,512 $ 77,266
Total liabilities ...................... $ 116,020 $ 299,860
Stockholder's deficit .................. $ (53,508) $(222,594)

REVENUES

Our revenues for the year ended May 31, 2007 were $371,326. Revenues for the
prior year ended May 31, 2006, were $365,163. This represents an increase of
$6,163. Product sales made up approximately 74% of the total revenue. Royalties
earned from the sales of our product amounted to approximately $71,675 during
the year ended May 31, 2007 and $42,902 during the year ended May 31, 2006.
Rental of videos were less than 1% of our sales. 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 74% of product sales.

COST OF REVENUES

The cost of revenues during the year ended May 31, 2007, was $82,640 as compared
to $91,087 during the year ended May 31, 2006. The cost of revenues, as a
percent of sales was 22% during the year ended May 31, 2007 and 25% during the
year ended May 31, 2006. Although there may be occasional variances, we
anticipate that the cost of goods sold (excluding production costs expensed) as
a percentage of total revenues will continue to generally be approximately
within the 20 to 40 percent range.

During most periods approximately 70% 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, although there may be some variances, we anticipate that the cost of
goods sold as a percentage of revenues derived from the sale of third party
videos will generally be approximately within the 25 to 40 percent range.

EXPENSES

Selling and marketing expenses were $161,911 for the year ended May 31, 2007 as
compared to $170,598 for the year ended May 31, 2006. This represents a decrease
of $8,687. This decrease is the result of a decrease in our product promotion
expense to $6,371 during the year ended May 31, 2007 from $24,782 during the
year ended May 31, 2006. As well as a decrease in our commission expense to
$68,201 during the year ended May 31, 2007 from $73,874 during the year ended
May 31, 2006. These decreases were partially offset by increases in our business
promotion; $43,650 and $36,030; our distribution and shipping costs; $22,026 and
$14,460; and our royalty expenses; $18,729 and $14,381, during the years ended
May 31, 2007 and 2006, respectively. Our selling and marketing costs are
directly affected by the number of new training products we introduce into the
marketplace.

General and administrative expenses for the year ended May 31, 2007 were
$218,127 as compared to $321,576 for the year ended May 31, 2006. This
represents a decrease of $103,449. This decrease is the result of decreased
administrative staff payroll and related expenses along with the issuance of
1,200,000 shares of our common stock valued at $60,000 to two consultants in
connection with the acquisition of Dematco, Ltd. This decrease was partially
offset by increases in our accounting and legal fees; $71,116 and $40,102; and
our insurance expenses; $7,578 and $3,125, during the years ended May 31, 2007
and 2006, respectively.

Research and development expenses were $2,124 for the year ended May 31, 2007 as
compared to $50 for the year ended May 31, 2006. We anticipate that we will
incur minimal research and development costs as we evaluate and develop new
training video products during the next fiscal period.

Interest expense totaled $37,509 for the year ended May 31, 2007 and $47,198 for
the year ended May 31, 2006. Interest expense relates to our line of credit,
borrowings from shareholder and convertible note.

During December 2006, we issued 1,750,000 shares of our common stock in exchange
for the assets and liabilities related to the production and distribution of
workforce training videos from our former parent, Dematco, Inc. The net
liabilities that remained with Dematco, Inc. totaled approximately $260,000 and
accordingly, the Company recorded this amount against additional paid in capital
in connection with the recapitalization.

NET LOSS

As a result of the aforementioned, our net loss was $174,185 for the year ended
May 31, 2007 and $266,146 for the year ended May 31, 2006.

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2007 AND 2006

SELECT FINANCIAL INFORMATION

Statement of Operations Data 2007 2006
--------- ---------
Revenue ................................ $ 46,870 $ 110,213
Cost of revenues ....................... $ 14,603 $ 25,594
Gross profit ........................... $ 32,267 $ 84,619
Total expenses ......................... $ 85,875 $ 128,298
Net loss after taxes ................... $ (53,608) $ (43,679)
Net loss per share ..................... $ (0.02) $ (0.02)

Balance Sheet Data
Total assets ........................... $ 50,650 $ 136,073
Total liabilities ...................... $ 157,206 $ 364,934
Stockholder's deficit .................. $(106,556) $(228,861)

REVENUES

Our revenues for the three months ended November 30, 2007 were $46,870. Revenues
for the three months ended November 30, 2006, were $110,213. This represents a
decrease of $63,343. This decrease in revenues was caused by three major
factors: (1) a general slowdown in the economy causing organizations to trim
their expenditures for personnel training, (2) the aging of the training videos
currently in our library, and (3) the increased use by organizations of internet
based training. Product sales made up approximately 77% of the total revenue.
Royalties earned from the sales of our product amounted to approximately $17,285
during the three months ended November 30, 2007 and $13,490 during the three
months ended November 30, 2006. Rental of videos were less than 1% of our sales.
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 51% of product sales.

COST OF REVENUES

The cost of revenues during the three months ended November 30, 2007, was
$14,603 as compared to $25,594 during the three months ended November 30, 2006.
The cost of revenues, as a percent of sales was 31% during the three months
ended November 30, 2007 and 23% during the three months ended November 30, 2006.
Although there may be occasional variances, we anticipate that the cost of goods

sold (excluding production costs expensed) as a percentage of total revenues
will continue to generally be approximately within the 15 to 35 percent range.

During most periods approximately 60% 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, although there may be some variances, we anticipate that the cost of
goods sold as a percentage of revenues derived from the sale of third party
videos will generally be approximately within the 15 to 30 percent range.

EXPENSES

Selling and marketing expenses were $20,976 for the three months ended November
30, 2007 as compared to $41,512 for the three months ended November 30, 2006.
This represents a decrease of $20,536. This decrease is the result of a decrease
in our commission expense to $2,612 during the three months ended November 30,
2007 from $19,196 during the three months ended November 30, 2006. This decrease
were partially offset by increases in our business promotion; $12,610 and
$9,700; our distribution and shipping costs; $2,065 and $3,511; during the three
months ended November 30, 2007 and 2006, respectively. Our selling and marketing
costs are directly affected by the number of new training products we introduce
into the marketplace.

General and administrative expenses for the three months ended November 30, 2007
were $60,417 as compared to $66,823 for the three months ended November 30,
2006. This represents a decrease of $6,406. This decrease is primarily the
result of a decrease in our professional and outside services in the amount of
$3,449, to $21,413 during the three months ended November 30, 2007 from $24,862
during the three months ended November 30, 2006.

Research and development expenses were $3,000 for the three months ended
November 30, 2007. We recorded no research and development expenses for the
three months ended November 30, 2006. We anticipate that we will incur minimal
research and development costs as we evaluate and develop new training video
products during the next fiscal period.

Interest expense totaled $1,482 for the three months ended November 30, 2007 and
$19,963 for the three months ended November 30, 2006. Interest expense relates
to our line of credit, borrowings from shareholder and convertible note. On
November 30, 2007 our total term debt outstanding was $72,346 as compared to
$222,066 on November 30, 2006. This change is due to the convertible debenture
being assumed by Dematco in connection with our Asset and Liability Agreement.

NET LOSS

As a result of the aforementioned, our net loss was $53,608 for the three months
ended November 30, 2007 and $43,679 for the three months ended November 30,
2006.

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2007 AND 2006

SELECT FINANCIAL INFORMATION

Statement of Operations Data 2007 2006
--------- ---------
Revenue ................................ $ 128,100 $ 205,431
Cost of revenues ....................... $ 29,960 $ 41,102
Gross profit ........................... $ 98,140 $ 164,329
Total expenses ......................... $ 171,189 $ 250,596
Net loss after taxes ................... $ (73,848) $ (87,067)
Net loss per share ..................... $ (0.03) $ (0.05)

REVENUES

Our revenues for the six months ended November 30, 2007 were $128,100. Revenues
for the six months ended November 30, 2006, were $205,431. This represents a
decrease of $77,331. This decrease in revenues was caused by three major
factors: (1) a general slowdown in the economy causing organizations to trim
their expenditures for personnel training, (2) the aging of the training videos
currently in our library, and (3) the increased use by organizations of internet
based training. Product sales made up approximately 77% of the total revenue.
Royalties earned from the sales of our product amounted to approximately $28,605
during the six months ended November 30, 2007 and $30,701 during the six months
ended November 30, 2006. Rental of videos were less than 1% of our sales. 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 51% of product sales.

COST OF REVENUES

The cost of revenues during the six months ended November 30, 2007, was $29,960
as compared to $41,102 during the six months ended November 30, 2006. The cost
of revenues, as a percent of sales was 23% during the six months ended November
30, 2007 and 20% during the six months ended November 30, 2006. Although there
may be occasional variances, we anticipate that the cost of goods sold
(excluding production costs expensed) as a percentage of total revenues will
continue to generally be approximately within the 15 to 35 percent range.

EXPENSES

Selling and marketing expenses were $52,635 for the six months ended November
30, 2007 as compared to $84,301 for the six months ended November 30, 2006. This
represents a decrease of $31,666. This decrease is the result of a decrease in
our commission expense to $16,715 during the six months ended November 30, 2007
from $39,420 during the six months ended November 30, 2006. These decreases were
partially offset by increases in our business promotion; $25,210 and $19,450
during the six months ended November 30, 2007 and 2006, respectively. Our
selling and marketing costs are directly affected by the number of new training
products we introduce into the marketplace.

General and administrative expenses for the six months ended November 30, 2007
were $111,954 as compared to $129,384 for the six months ended November 30,
2006. This represents a decrease of $17,430. This decrease is the result of a
decrease in our professional and outside services in the amount of $28,978, to
$35,129 during the six months ended November 30, 2007 from $64,107 during the
six months ended November 30, 2006. We increased our allowance for doubtful
accounts during the six months ended November 30, 2007 by $7,000 due to an
analysis of accounts receivable.

Research and development expenses were $4,151 for the six months ended November
30, 2007. We recorded no research and development expenses for the three months
ended November 30, 2006. We anticipate that we will incur minimal research and
development costs as we evaluate and develop new training video products during
the next fiscal period.

Interest expense totaled $2,448 for the six months ended November 30, 2007 and
$36,911 for the six months ended November 30, 2006. Interest expense relates to
our line of credit, borrowings from shareholder and convertible note. On
November 30, 2007 our total term debt outstanding was $72,346 as compared to
$222,066 on November 30, 2006. This change is due to the convertible debenture
being assumed by Dematco in connection with our Asset and Liability Agreement.

NET LOSS

As a result of the aforementioned, our net loss was $73,848 for the six months
ended November 30, 2007 and $87,067 for the six months ended November 30, 2006.

PLAN OF OPERATION

Until March 1, 2007, the Company's was a wholly owned subsidiary of Dematco,
Inc. As explained above, on that date Dematco transferred to us all of its
assets and liabilities related to the production and distribution of workforce
training videos. See "Company History."

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.
Approximately 60% of our revenue is derived from these sales. Additionally, we
will continue to market videos produced by us, Among these are "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 fiscal 2008. The Company's
marketing expenses and the production of new training videos will be adjusted
accordingly.

We currently have one full time employee who manages our marketing and sales
efforts. Additionally we have two part time employees who assist with the
administration functions. We mainly utilize outside services to handle our
accounting and other administrative requirements, and commissioned sales
personnel to handle the selling and marketing of our videos. During the next 12
months we anticipate hiring one or two additional full-time employees to assist
in our sales and marketing requirements. In addition, Mr. Buddy Young, our Chief
Executive Officer, Chief Financial Officer and Chairman of the Board of
Directors, and L. Stephen Albright, our Vice President, Secretary and a
Director, each work on a part-time basis. During the six months ended November
30, 2007, Mr. Young contributed non-cash compensation (representing the
estimated value of services contributed to the Company) of $20,800.

LIQUIDITY AND CAPITAL RESOURCES

Our working capital deficit was $106,556 at November 30, 2007.

Our cash flows used by operations were $50,320 for the six months ended November
30, 2007. This is the result of our net loss of $73,848 along with cash used by
accounts receivable in the amount of $11,075, offset by a decrease in accounts
receivable, related party in the amount of $3,800 and the increase of accounts
payable and accrued expenses in the amount of $2,924.

Our cash flows used by operations were $41,078 during the six months ended
November 30, 2006. This is the result of a our net loss in the amount of
$87,067, an increase in our accounts receivable in the amount of $22,914, an
increase in other assets in the amount of $1,087 and an increase in deferred
revenue in the amount of $4,024, offset by the increase in accounts payable and
accrued expenses in the amount of $20,305.

During the six months ended November 30, 2007 and 2006 we did not use any cash
for investing activities.

Our cash flows provided by financing activities were $38,262 for the six months
ended November 30, 2007. This is the result of borrowing from a shareholder in
the amount of $36,468 along with borrowing on our line of credit in the amount
of $878 and a bank overdraft in the amount of $916.

Our cash flows provided by financing activities were $15,884 for the six months
ended November 30, 2006. This is the result of borrowing from a shareholder in
the amount of $16,765 along with borrowing on our line of credit in the amount
of $408, offset by the repayment of a bank overdraft in the amount of $1,289.

We currently have no material commitments at this time to fund development of
new videos or to acquire any significant capital equipment.

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

We had a cash balance of $0 on November 30, 2007. We have an agreement with our
President and majority shareholder to fund any shortfall in cash flow up to
$250,000 at 8% interest through June 30, 2008. We owed our President a total of
$36,468 in principal under the agreement as of November 30, 2007. 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, 2008.

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 (9.78% at November 30, 2007). 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. The
outstanding balance as of November 30, 2007, was $35,878.

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 the sale of additional equity will be
sufficient to satisfy our budgeted cash requirements through June 30, 2008.
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 the Company.

ITEM 3. DESCRIPTION OF PROPERTY.

We lease office space from Encino Gardens LLC, an unaffiliated third party for
$2,364 per month, located at 17337 Ventura Boulevard, Suite 208, Encino,
California 91316. The lease terminates August 31, 2009. We anticipate that this
space, consisting of a total of approximately 1,150 square feet, will be
adequate for our operations through the end of our current fiscal year.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of May 31, 2007, regarding
beneficial ownership of the Common Stock of the Company by (i) each person known
by the Company to be the beneficial owner of more than 5% of the outstanding
shares of the Company's Common Stock, (ii) each director of the Company, (iii)
the Chief Executive Officer and other executive officers of the Company and (iv)
the Company's executive officers and directors as a group. Unless otherwise
indicated, the address of each stockholder listed in the table is 17337 Ventura
Boulevard, Suite 208, Encino, California 91316.

NUMBER OF PERCENTAGE
NAME AND ADDRESS SHARES OWNED OF CLASS OWNED
- ---------------- ------------ --------------

Young Family Trust (1) 1,000,000 45.87%
Stephen Albright (2) 200,000 9.17%
David Leedy (3) 10,000 0.46%
Mel Powell (3) 10,000 0.46%
Dennis Spiegelman (3) 10,000 0.46%
Howard Young (4) 200,000 9.17%
Dematco, Inc.(5)(6) 750,000 34.40%

All officers and directors as a group
(6 persons) 1,430,000 65.60%

- ---------------
(1) All of the shares beneficially owned by the Young Family Trust are also
beneficially owned by Buddy Young and Rebecca Young, who, as
co-trustees of the Trust, share voting and investment power over the
shares. Buddy Young is a director and executive officer of Progressive
Training and the Chief Executive Officer of the Company.
(2) Director, Vice President and Secretary
(3) Director
(4) Howard Young is a Vice President and the son of Mr. Buddy Young.
(5) Until March 1, 2007, we were a wholly owned subsidiary of Dematco, Inc.

(6) Dematco, Inc., Rob Stevens, President. 1 Mark Road, Hemel Hemstead,
Hertfordshire, UK HP2 7BN

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the current officers and directors of Progressive
Training:

NAME AGE POSITION
- ---- --- --------

Buddy Young 72 President, Chief Executive Officer,
Chief Financial Officer and Chairman
L. Stephen Albright 55 Vice President, Secretary and Director
David Leedy 67 Director
Dennis Spiegelman 60 Director
Mel Powell 42 Director
Howard Young 49 Vice President

Buddy Young has served as president, chief executive officer, chief financial
officer and chairman of the board of directors of Progressive Training, Inc.
since its inception in December 2006. From 1999 through December 10, 2006, Mr.
Young served as an officer and director of Dematco, Inc., formerly known as
Advanced Media Training, Inc. From the date of our incorporation through March
1, 2007, we were a wholly owned subsidiary of Dematco. From March 1998 until
July 1999, Mr. Young served as president, executive officer and a director of
MGPX Ventures, Inc., now known as Contango Oil & Gas. From 1992 until July 1996,
Mr. Young served as president and chief executive officer of Bexy
Communications, Inc., a publicly held company, now known as Cheniere Energy,
Inc. From June 1983 until December 1991, Mr. Young was president, chief
executive officer and a director of Color Systems Technology, Inc., a publicly
held company. Color Systems' major line of business was the use of its patented
computer process for the conversion of black and white motion pictures to color.
Prior to joining Color Systems, Mr. Young served from 1965 to 1975 as Director
of West Coast Advertising and Publicity for United Artists Corporation, from
1975 to 1976 as Director of Worldwide Advertising and Publicity for Columbia
Pictures Corp., from 1976 to 1979 as Vice President of Worldwide Advertising and
Publicity for MCA/Universal Pictures, Inc., and from 1981 to 1982 as a principal
in the motion picture consulting firm of Powell & Young. For over thirty-five
years, Mr. Young has been an active member of The Academy of Motion Picture Arts
and Sciences and has served on a number of industry-wide committees.

L. Stephen Albright has served as a vice president, director and secretary of
Progressive Training, Inc. since its inception in December 2006. Mr. Albright
was employed as an associate attorney with a law firm in Los Angeles,
California, from June 1994 through June 2000. Mr. Albright started his own law
practice in June 2000. Mr. Albright received his undergraduate degree in
business administration and marketing from West Virginia University in 1975.
Following a career in industrial sales, Mr. Albright entered Whittier College
School of Law in 1980. Mr. Albright was admitted to practice law in the State of
California in 1983. Mr. Albright's legal career has consisted primarily of
transactional work, business litigation, corporate matters, employee matters and
providing general legal business advice to clients. Mr. Albright also spent
seven years as in-house counsel, vice president, general counsel and secretary
to Color Systems Technology, Inc., a publicly-held company whose stock traded on
the American Stock Exchange.

David Leedy has served as a director of Progressive Training, Inc. since its
inception in December 2006. He is a certified public accountant with many years
of experience in establishing and managing corporate financial controls. In 1963
he began his career at Haskins & Sells (now Deloitte & Touche). He is now
retired and resides in Texas. From 1994 through the end of 1995 he was Chief
Operations/Financial Officer of Reel EFX, Inc., a special effects company whose
operations included manufacturing and sales, equipment rentals, and special
effects for movies, TV, commercials and live performances. Mr. Leedy retired
when he resigned his position at Reel EFX in 1995. In 1993 he served as a
Production Accountant at Games Animations/Nickelodeon-MTV. From 1989 through
1992, he served as a consultant to a number of film producers, distributors and
foreign sales agents. From 1984 through 1989, he served as Sr. Vice President
and Chief Financial Officer of Color Systems Technology, Inc. From 1975 through
1979, he served as Controller of MCA/Universal Pictures. Additionally, he
authored and published a book on accounting for royalties in the motion picture
industry in 1980, and co-authored another in 1988.

Dennis Spiegelman has served as a director of Progressive Training, Inc. since
March 1, 2007. He previously had served as a director of Advanced Media
Training. For 8 years he served as vice president, sales and marketing for Cast
& Crew Entertainment Services, Inc., a position he accepted in April 1998. From
1995 to April 1998, Mr. Spiegelman was the senior vice president of sales and
marketing for Axium Entertainment, Inc. In 2004, he returned to Axium as Sr. VP
worldwide sales, and in 2006 he formed Spiegelman Entertainment Services, Inc.
Both Cast & Crew and Axium specialize in providing payroll and production
accounting technology to the motion picture and television entertainment
industries. During his career of more than 25 years, Mr. Spiegelman has held
various other senior positions, including director of operations at Heritage
Entertainment, and president and director of All American Group, Inc. While at

these companies, Mr. Spiegelman was mainly responsible for the sale of feature
films to foreign theatrical, video, and television markets. In addition, Mr.
Spiegelman has served as executive producer of the theatrical motion picture
entitled NOBODY'S PERFECT and is a past president of Financial, Administrative,
and Management Executives in Entertainment, a 50-year-old networking
organization for entertainment industry executives.

Mel Powell has served as a director of Progressive Training, Inc. since March 1,
2007. He previously served as a director of Advanced Media Training. Mr. Powell
brings a background in law, writing, and marketing to the Company. He attended
Yale College as an undergraduate (B.A. 1985), and graduated from UCLA Law School
in 1988. Mr. Powell is a member of the California Bar Association, and practiced
family law from 1988 through 1992 at the Los Angeles based law firm of Trope &
Trope. Since 1992 Mr. Powell has been self employed through his privately held
company, Breakaway Entertainment. During his time at Breakaway, he has written
feature screenplays, teleplays, radio scripts for Premiere Radio Networks, and
scripts for corporate training videos.

Howard Young has served as a Vice President since March 1, 2007. He previously
joined Advanced Media Training as Director of Marketing in March 2000, and
remained in that position until he was appointed a Vice President in May 2003.
From June 1998 until March 2000, Mr. Young served as an independent marketing
consultant to the Company. He started his business career at Columbia Pictures
in 1983 as a motion picture sales trainee. Shortly thereafter he was promoted to
salesman, and was responsible for sales and exhibitor relations in the Seattle-
Portland territory. From 1985 through June 1998 Mr. Young worked for JP
Advertising, a Los Angeles advertising agency. While there he served in a number
of positions relating to the marketing of motion pictures. In 1992 he was named
a Senior Vice President of the agency. A graduate of Redlands University, Mr.
Young is active as a graduate assistant in the Dale Carnegie Course Program. Mr.
Young is the son of the Company's president and principal stockholder.

Directors are elected in accordance with our bylaws to serve until the next
annual stockholders meeting and until their successors are elected and qualified
or until their earlier resignation or removal. Officers are elected by the board
of directors and hold office until the meeting of the board of directors
following the next annual meeting of stockholders and until their successors
shall have been chosen and qualified. Any officer may be removed, with or
without cause, by the board of directors. Any vacancy in any office may be
filled by the board of directors.

Buddy Young, our President, Chief Executive Officer, Chief Financial Officer and
Chairman, and L. Stephen Albright our Vice President and Secretary, have various
outside business interests that preclude them from devoting full time to the
operations of the Company. We anticipate that Mr. Young will be able to devote
approximately 75 percent and Mr. Albright approximately 25 percent of their
respective time to our operations. Mr. Howard Young, our Vice President devotes
full time to the operations of the Company.

Except that one of the Company's key employees, Howard Young, is the son of
Buddy Young, there are no family relationships between any directors or
executive officers and any other director or executive officer of Progressive
Training, Inc.

ITEM 6. EXECUTIVE COMPENSATION

ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- --------------------------------------
Other Securities
Name and Annual Restricted Underlying LTIP All other
Principal Position Year Salary Bonus Compensation Stock Awards Option Payouts Comp.
- ----------------------- ---- ----------- ---------- ---------- ---------- ---------- ---------- ----------

Buddy Young,
CEO, CFO & Director 2004 -0- -0- -0- -0- -0- -0- -0-
2005 -0- -0- -0- -0- -0- -0- -0-
2006 -0- -0- -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0- -0- -0-

L. Stephen Albright,
Secretary & Director (1) 2004 -0- -0- -0- -0- -0- -0- -0-
2005 -0- -0- -0- -0- -0- -0- -0-
2006 -0- -0- -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0- -0- -0-

Dennis Spiegelman,
Director (2) 2004 -0- -0- -0- -0- -0- -0- -0-
2005 -0- -0- -0- -0- -0- -0- -0-
2006 -0- -0- -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0- -0- -0-

David J. Leedy,
Director (2) 2004 -0- -0- -0- -0- -0- -0- -0-
2005 -0- -0- -0- -0- -0- -0- -0-
2006 -0- -0- -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0- -0- -0-

Mel Powell
Director (2) 2004 $ 7,700 -0- -0- -0- -0- -0- -0-
2005 $ 9,600 -0- -0- -0- -0- -0- -0-
2006 -0- -0- -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0- -0- -0-

Howard Young,
Vice President (3) 2004 $ 30,300 -0- -0- -0- -0- -0- -0-
2005 $ 72,000 -0- -0- -0- -0- -0- -0-
2006 $ 72,000 -0- -0- -0- -0- -0- -0-
2007 $ 87,150 -0- -0- -0- -0- -0- -0-

During the years ended May 31, 2007, 2006 and 2005, Mr. Young devoted time to
the development process of our Company. Compensation expense totaling $41,600
and $40,560 has been recorded for the years ended May 31, 2007 and 2006,
respectively. For the years ended May 31, 2007 and 2006, Mr. Young has waived
reimbursement and has considered the total expense as additional paid-in
capital.

(1) As compensation for services rendered and for serving as an officer and a
director of the Company, on April 2, 2007, the Company issued 200,000
shares of common stock to Mr. Albright. The shares were valued at $0.08 per
share for a total value of $16,000.

(2) As compensation for joining and serving as a director of the Company, on
April 2, 2007, the Company issued 10,000 shares of common stock to each of
Mr. Spiegelman, Mr. Leedy, and Mr. Powell. The shares were valued at $0.08
per share for a total value of $2,400.

(3) As compensation for serving as an officer of the Company and conducting
most of the day to day operations of the Company, on April 2, 2007 we
issued 200,000 shares of common stock to Mr. Young. The shares were valued
at $0.08 per share for a total value of $16,000.

EMPLOYMENT AND CONSULTING AGREEMENTS

We do not have any employment or consulting agreements with any of our executive
officers. Other than the compensation paid to Mr. Howard Young no other
compensation has been paid or accrued to any officer or director since the
incorporation of Progressive Training, Inc. in December 2006. During the year
ended May 31, 2007, Mr. Buddy Young received non-cash compensation (representing
the estimated value of services contributed to the Company of $40,560).

OPTION/SAR GRANTS

We have not granted any options or stock appreciation rights to any of our
executive officers or employees.

AGGREGATED OPTION/SAR EXERCISES

Since we have never granted any options or stock appreciation rights to any of
our executive officers or employees, none exist to be exercised.

COMPENSATION OF DIRECTORS

Other than the initial issuance of common stock as described above, directors of
the Company have not and do not receive any compensation for serving on the
board or for attending any meetings. Directors who are also officers of the
Company receive no additional consideration for their service as a director.

During the year ended May 31, 2007, Howard Young received a total of $87,150 in
compensation (see "Certain Relationships and Related Transactions"). No stock
options, warrants or other rights have been issued to any of the Company's
officers, directors or employees. The Company has not approved or adopted any
such plan.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Prior to December 11, 2006, Buddy Young, our chief executive officer, director
and principal shareholder, and L. Stephen Albright, our secretary and director,
served in similar capacities with our then parent company, Dematco, Inc. Mr.
Young occasionally serves as a consultant to Dematco, and Mr. Albright
occasionally provides legal services for Dematco on an as requested basis.

We have an agreement with our President and majority shareholder to fund any
shortfall in cash flow up to $250,000 at 8% interest through June 30, 2008. The
note is secured by all our right, title and interest in and to our video
productions and projects, regardless of their state 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, 2008. As of
August 31, 2007, the Company has borrowed $10,000 funds from Mr. Young.

Prior to March 1, 2007, our former parent company, Dematco, Inc. owed Mr. Young
approximately $138,000 in principal and interest. However, on that date, $80,000
of that debt due Mr. Young was converted into equity when Dematco transferred
1,000,000 of its 1,750,000 shares of Progressive Training to Mr. Young,
resulting in Mr. Young becoming our principal shareholder, and the Company no
longer being a wholly owned subsidiary of Dematco.

Mr. Howard Young, an officer of the Company and the son of the Company's
president, received fees totaling $87,150 during the year ended May 31, 2007.
Mr. Young's duties include the management of our administrative, sales and
marketing functions.

Since the inception of the Company, we have not had a relationship with any
outside promoters. However, our officers and directors are considered promoters,
as that term is defined by Rule 405 of Regulation C. As indicated in the
Executive Compensation Table above, including the footnotes, we have issued
stock to our officers and directors as consideration for services. Thus, these
stock issuances are considered to be transactions with promoters and the
information regarding these transactions is provided in the Executive
Compensation Table above.

ITEM 8. DESCRIPTION OF SECURITIES

We have one class of common stock authorized for issuance, 100,000,000, shares
of common stock, par value $0.0001 per share. Of the 100,000,000 shares of
common stock authorized, 2,280,000 shares are issued and outstanding at May 31,
2007. We do not have any preferred stock authorized for issuance.

Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. To date we have not paid any dividends on our common
stock, and we do not anticipate paying any dividends in the foreseeable future.

Each share of our common stock is entitled to one vote. Our stockholders have no
preemptive or cumulative voting rights.

If and when this Registration Statement is declared effective, we will retain
U.S. Stock Transfer Company, located at 1745 Gardena Ave, Glendale, CA 91204, to
serve as the Company's stock transfer agent. Their telephone and fax numbers are
respectively (818) 502-1404 and (818) 502-0674.

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

There is no established public trading market for our securities and a regular
trading market may not develop, or if developed, may not be sustained.
Therefore, a shareholder, in all likelihood, will not be able to resell his, her
or its securities should he, she or it desire to do so, if and when such shares
become eligible for public resale. Further, it is unlikely that any lending
institutions would accept our securities as collateral for loans unless a
regular trading market in our stock develops.

Currently, we have no plans, proposals, arrangements, or understandings with any
person with regard to the development of a trading market in any of our
securities. Without a market for our securities, no transactions for or with the
account of customers, no bid and asked quotations, and no compensation to
brokers, dealers or associated persons exist for us to disclose.

NO PUBLIC MARKET

There is currently no public market for our common stock. If and when we can
meet the requirements, we will seek to have our stock quoted for trading on
either the NASD's Over-The-Counter Bulletin Board system (also known as "OTCBB")
or the Pink Sheets Electronic Quotation Service. There can be no assurance that
we will ever be able to qualify to have our stock quoted on the OTC Bulletin
Board system, the Pink Sheets Electronic Quotation System, or any stock exchange
or stock market.

Both the OTCBB and the Pink Sheets Electronic Quotation Service have very
minimal listing requirements imposed on companies that desire to be listed in
their systems.

The OTCBB only requires that the company's stock be registered with the
Commission and that the company be current with its Commission filing
requirements. It does not have any other listing requirements. However, in order
to be traded, it must also have a Form 15-211(c) on file with the National
Association of Securities Dealers (also known as the "NASD") and have at least
one (1) market maker in the stock, but these are not listing requirements. There
are no requirements as to stock price, bid and asked quotes, number of
shareholders, the number of shares held by each shareholder, or the number of
shares traded.

The Pink Sheets quotation system requires that the company's stock be registered
with the Securities and Exchange Commission, have at least one (1) market maker
and have a Form 15-211(c) on file with the NASD. The Pink Sheets do not have any
minimum requirements as to stock price, bid and asked quotes, number of
shareholders, the number of shares held by each shareholder, or the number of
shares traded.

RESALES UNDER RULE 144 AND OTHERWISE

There are 2,280,000 shares of our common stock issued and outstanding, of which
all but 100,000 shares are held by affiliates, as that term is defined by the
Securities Act of 1933, as amended, (the "Act"). These shares are defined by
Rule 144 of the Act as restricted securities. No shares have been sold pursuant
to Rule 144 of the Act. None of these shares may be sold except in compliance
with the resale provisions of Rule 144. In general, under Rule 144, as currently
in effect, affiliates and any person or persons whose sales are aggregated who
has beneficially owned his or her restricted shares for at least one year may be
entitled to sell in the open market within any three-month period a number of
shares of common stock that does not exceed 1% of the then outstanding shares of
our common stock or the average weekly reported trading volume in the stock
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also affected by limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-affiliates who have
held their restricted shares for two years may be entitled to sell their shares
under Rule 144 without regard to any of the above limitations, provided they
have not been affiliates for the three months preceding such sale.

As a result of the provisions of Rule 144, all of the restricted securities
could be available for sale in a public market, if developed, 90 days after this
registration statement becomes effective. The availability for sale of
substantial amounts of common stock under Rule 144 could reduce prevailing
market prices for our securities.

THERE IS NO PUBLIC MARKET FOR OUR STOCK. AS A RESULT, INVESTORS MAY NOT BE ABLE
TO SELL THEIR SECURITIES. Currently, there is no trading market for any of our
stock. Although we contemplate developing a market for our stock in the future,
there can be no assurance that a market for our stock will be created or, if
such a market is created, that it will be sustained. Accordingly, purchasers of
the stock may have to hold the stock indefinitely. Further, the Securities and
Exchange Commission has adopted regulations which define a "penny stock" to be
any equity security that has a market price (as therein defined) of less than
$5.00 per share or an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transactions involving a penny stock, unless exempt,
the rules require the delivery, prior to any transaction involving a penny stock
by a retail customer, of a disclosure schedule prepared by the Commission
relating to the penny stock market. Disclosure is also required to be made about
commissions payable to both the broker-dealer and the registered representative
and current quotations for the securities. Finally, monthly statements are
required to be sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny stocks. You should
consider these risks as well as the uncertainties, delays, and difficulties
normally associated with any developing and expanding new business, many of
which may be beyond our control.

OUR COMMON STOCK IS SUBJECT TO "PENNY STOCK" REGULATIONS, WHICH COULD MAKE IT
MORE DIFFICULT FOR AN ACTIVE, LIQUID MARKET TO DEVELOP IN THE STOCK AND COULD
PREVENT YOU FROM SELLING ANY SHARES YOU BUY IN THIS OFFERING. Penny stocks are
equity securities that have a price of less than $5.00 and are not registered on
certain national securities exchanges or quoted on the Nasdaq system. Our common
stock is currently a penny stock and will probably remain a penny stock for the
foreseeable future because the offering price of the common stock in this
offering is substantially less than $5.00 per share and we do not qualify for an
exemption from the SEC's penny stock rules. The penny stock rules regulate
broker-dealer practices in connection with transactions in penny stock. These
regulations could make it more difficult for an active, liquid market in our
common stock to develop and could prevent you from selling shares you purchase
in this offering. These rules require any broker-dealer engaging in transactions
in penny stocks to first provide to its customer a series of disclosures and
documents, including:

o a standardized risk disclosure document identifying the risks inherent in
investment in penny stocks;

o all compensation received by the broker-dealer in connection with the
transaction;

o current quotation prices and other relevant market data; and

o monthly account statements reflecting the fair market value of the
securities.

In addition, these rules require that a broker-dealer obtain financial and other
information from its customer, determine that transactions in penny stocks are
suitable for the customer, and deliver a written statement to the customer
setting forth the basis for that determination. These extensive requirements
could cause some broker-dealers and their customers to limit their involvement
in penny stock transactions or to avoid them altogether.

HOLDERS

As of May 31, 2007, we have 2,280,000 shares of common stock issued and
outstanding held by eight shareholders of record. We currently have no
outstanding options or warrants for the purchase of our common stock and have no
securities outstanding which are convertible into common stock. We have not
adopted or developed any plans to adopt any stock option, stock purchase or
similar plan for our employees.

DIVIDEND POLICY

We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain any future earnings for use in our business. Any decisions as to
future payments of dividends will depend on our earnings and financial position
and such other facts as the board of directors deems relevant. We are not
limited in our ability to pay dividends on our securities.

ITEM 2. LEGAL PROCEEDINGS.

As of the date hereof, we are not a party to any material legal proceedings, and
we are not aware of any such claims being contemplated against us.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

None.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

On March 1, 2007, our then parent Dematco converted $80,000 of its debt to
equity by transferring 1,000,000 shares of our common stock to Mr. Buddy Young
in exchange for the satisfaction of a portion of the debt owed to him. All
securities sold or issued by us have been of common stock, par value $0.0001 per
share, and are restricted as to transfer. We have issued shares to eight
shareholders, seven of whom are affiliates of ours. None of the sales or
transfers was effected by an underwriter, broker or dealer or as part of an
underwriting, registration or private placement. There were no proceeds from any
of the following listed transfers or sales. The sale/transfers were affected as
follows:

OTHER ISSUANCE/SALE OF SHARES

STEVEN KATTEN

On March 23, 2007, we issued 100,000 shares of our common stock to Mr. Katten
for services rendered and to be rendered. His service consists of assisting us
in the production and marketing of our videos. The shares were valued at $0.08
per share for a total value of $8,000.

L. STEPHEN ALBRIGHT

On April 2, 2007, we issued 200,000 shares of our common stock to Mr. Albright
for services rendered and to be rendered. Mr. Albright's services consisted of
the negotiation and preparation of all documents regarding Mr. Young's
transaction with Dematco and other contract matters, assistance in the
preparation of this Form 10 and other business related legal matters. The shares
were valued at $0.08 per share for a total value of $16,000.

DENNIS SPIEGELMAN, DAVID LEEDY, AND MEL POWELL

On April 2, 2007, we issued 10,000 shares of our common stock to Mr. Spiegelman,
Mr. Leedy, and Mr. Powell for their services rendered and to be rendered. Their
services consisted of joining our board of directors and participating in the
governance of our corporation. The shares were valued at $0.08 per share for a
total value of $2,400.

HOWARD YOUNG

On April 2, 2007, we issued 200,000 shares of our common stock to Mr. Young for
services rendered and to be rendered. Mr. Young's services consisted of becoming
an officer of the Company and managing the sales operations, as well as other
daily operations, of the Company. The shares were valued at $0.08 per share for
a total value of $16,000.

All of these transactions were exempt from the registration requirements of the
Securities Act of 1933, as amended, by virtue of the exemptions provided under
section 4(2) was available because:

o The transfer or issuance did not involve underwriters, underwriting
discounts or commissions;

o A restriction on transfer legend was placed on all certificates issued;

o The distributions did not involve general solicitation or advertising; and,

o The distributions were made only to insiders, accredited investors or
investors who were sophisticated enough to evaluate the risks of the
investment. Each shareholder was given access to all information about our
business and the opportunity to ask questions and receive answers about our
business from our management prior to making any investment decision.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law authorizes us to indemnify
any director or officer under prescribed circumstances and subject to certain
limitations against certain costs and expenses, including attorneys' fees
actually and reasonably incurred in connection with any action, suit or
proceedings, whether civil, criminal, administrative or investigative, to which
such person is a party by reason of being one of our directors or officers if it
is determined that the person acted in accordance with the applicable standard
of conduct set forth in such statutory provisions.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
Progressive Training pursuant to the foregoing provisions, or otherwise, we have
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable.

PART F/S

PROGRESSIVE TRAINING, INC.

TABLE OF CONTENTS FOR FINANCIAL INFORMATION

PAGE
----

INDEPENDENT AUDITORS' REPORT.............................................. 27

AUDITED FINANCIAL STATEMENTS OF ADVANCED MEDIA TRAINING, INC.:

Balance Sheet, May 31, 2007............................................... 28

Statements of Operations
for the Years Ended May 31, 2007 and 2006 (as restated)............... 29

Statements of Shareholders Deficit
for the Years Ended May 31, 2007 and 2006 (as restated)............... 30

Statements of Cash Flows
for the Years Ended May 31, 2007 and 2006 (as restated)............... 31

Notes to Financial Statements
for the Years Ended May 31, 2007 and 2006 (as restated)............... 32

UNAUDITED INTERIM FINANCIAL STATEMENTS OF PROGRESSIVE TRAINING, INC.:

Condensed Balance Sheet, November 30, 2007................................ 37

Condensed Statements of Operations
for the Three and Six Months Ended November 30, 2007 and 2006......... 38

Condensed Statement of Shareholders Deficit
for the Six Months Ended November 30, 2007............................ 39

Condensed Statements of Cash Flows
for the Six Months Ended November 30, 2007 and 2006................... 40

Notes to Condensed Financial Statements
for the Six Months Ended November 30, 2007 and 2006................... 41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF PROGRESSIVE TRAINING, INC.:

We have audited the accompanying balance sheet of Progressive Training, Inc.
(formerly Advanced Media Training, Inc.; the "Company") as of May 31, 2007, and
the related statements of operations, shareholders' deficit, and cash flows for
the years ended May 31, 2007 and 2006. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, based on our audits, such financial statements present fairly,
in all material respects, the financial position of the Company as of May 31,
2007, and the results of its operations and its cash flows for the years ended
May 31, 2007 and 2006, in conformity with accounting principles generally
accepted in the United States of America.

/S/ FARBER HASS HURLEY & MCEWEN LLP
-----------------------------------
CAMARILLO, CALIFORNIA
AUGUST 24, 2007, except as to Note 1 for which
the date is December 4, 2007

PROGRESSIVE TRAINING, INC. (FORMERLY ADVANCED MEDIA TRAINING, INC.)

BALANCE SHEET

May 31, 2007
-----------
ASSETS

Cash ....................................................... $ 12,058
Accounts receivable, Net of allowance
for doubtful accounts of $14,872 ......................... 12,299

Accounts receivable, related party ......................... 35,790

Property and equipment, Net of accumulated
depreciation of $11,709 .................................. --

Prepaid expenses and other assets .......................... 2,365
-----------

TOTAL ASSETS ............................................... $ 62,512
===========

LIABILITIES AND SHAREHOLDERS' DEFICIT

LIABILITIES:

Line of credit ............................................. $ 35,000
Accounts payable and accrued expenses ...................... 81,020
-----------

Total liabilities .......................................... 116,020
-----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:

Common stock, par value - $.0001;
200,000,000 shares authorized; 2,280,000
shares issued and outstanding .......................... 228
Additional paid-in capital ................................. 1,323,912
Accumulated deficit ........................................ (1,377,648)
-----------
Total shareholders' deficit ................................ (53,508)
-----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT ................ $ 62,512
===========

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

PROGRESSIVE TRAINING, INC. (FORMERLY ADVANCED MEDIA TRAINING, INC.)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MAY 31, 2007 AND 2006 (AS RESTATED)

2007 2006
(as restated)
------------ ------------

REVENUES ................................... $ 371,326 $ 365,163

COST OF REVENUES ........................... 82,640 91,087
------------ ------------

GROSS PROFIT ............................... 288,686 274,076
------------ ------------

EXPENSES:
Selling and marketing ...................... 161,911 170,598
General and administrative ................. 218,127 261,576
Research and development ................... 2,124 50
Non-cash compensation ...................... 42,400 60,000
Interest expense ........................... 37,509 47,198
------------ ------------
Total expenses ............................. 462,071 539,422
------------ ------------

LOSS BEFORE INCOME TAXES ................... (173,385) (265,346)

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

NET LOSS ................................... $ (174,185) $ (266,146)
============ ============

BASIC AND DILUTED LOSS PER SHARE ........... $ (0.09) $ (0.15)
============ ============

WEIGHTED AVERAGE SHARES OUTSTANDING ........ 1,838,411 1,690,476
============ ============

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

PROGRESSIVE TRAINING, INC. (FORMERLY ADVANCED MEDIA TRAINING, INC.)

STATEMENTS OF SHAREHOLDERS' DEFICIT
FOR THE YEARS ENDED MAY 31, 2007 and 2006 (as restated)
- -----------------------------------------------------------------------------------------------------------------

COMMON STOCK COMMON ADDITIONAL
------------------------- STOCK PAID-IN SHAREHOLDER
SHARES AMOUNT SUBSCRIBED CAPITAL (DEFICIT) TOTAL
----------- ----------- ----------- ----------- ----------- -----------

BALANCE, MAY 31, 2005 ... 1,690,476 $ 169 $ -- $ 736,805 $ (937,317) $ (200,343)

COMMON STOCK SUBSCRIPTION . -- -- 50,000 -- -- 50,000

CONTRIBUTED CAPITAL ....... -- -- -- 41,600 -- 41,600

DEBT DISCOUNT ............. -- -- -- 412,606 -- 412,606

NET LOSS .................. -- -- -- -- (206,146) (206,146)
----------- ----------- ----------- ----------- ----------- -----------

BALANCE, MAY 31, 2006
(As Previously Reported) .. 1,690,476 $ 169 $ 50,000 $ 1,191,011 $(1,143,463) $ 97,717

CORRECTION OF ERROR ....... -- -- -- -- (60,000) (60,000)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, MARY 31, 2006
(As Restated) ............. 1,690,476 $ 169 $ 50,000 $ 1,191,011 $(1,203,463) $ 37,717

COMMON STOCK ISSUED ....... 59,524 6 (50,000) 49,994 -- --

COMMON STOCK ISSUED FOR
SERVICES ................. 530,000 53 -- 42,347 -- 42,400

CONTRIBUTED CAPITAL ....... -- -- -- 40,560 -- 40,560

NET LOSS .................. -- -- -- -- (174,185) (174,185)
----------- ----------- ----------- ----------- ----------- -----------

BALANCE, MAY 31, 2007 ..... 2,280,000 $ 228 $ -- $ 1,323,912 $(1,377,648) $ (53,508)
=========== =========== =========== =========== =========== ===========

See accompanying notes to financial statements.

PROGRESSIVE TRAINING, INC. (FORMERLY ADVANCED MEDIA TRAINING, INC.)

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2007 AND 2006 (AS RESTATED)

2007 2006
(as restated)
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ........................................... $(174,185) $(266,146)
Adjustments to reconcile net loss to net
cash used by operating activities:
Common stock issued for services .............. 42,400 60,000
Contribution of capital for services.......... 40,560 41,600
Provision for bad debts ....................... -- 13,592
Amortization of debt discount.................. 32,909 13,276
Depreciation .................................. -- 2,133
Changes in operating assets and liabilities:
Accounts receivable ....................... 5,687 13,553
Accounts receivable, related party......... (35,790) --
Other assets .............................. (250) 163
Accounts payable and accrued expenses ..... 27,006 26,148
Deferred revenue .......................... (5,570) (4,525)
--------- ---------
Net cash used by operating activities .............. (67,233) (100,206)
--------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft ..................................... (1,289) 1,289
Cash to Dematco, Inc................................ (22,701) --
Net borrowings (repayments) from (to) shareholder .. 16,765 (393,746)
Net borrowings (repayments) on line of credit ...... 35,815 (18,410)
Proceeds from issuance of convertible note ......... -- 500,000
Proceeds from common stock subscribed .............. -- 50,000
--------- ---------
Net cash provided by financing activities .......... 28,590 139,133
--------- ---------
NET INCREASE IN CASH ............................... (38,643) 38,927

CASH, BEGINNING OF YEAR ............................ 50,701 11,774
--------- ---------
CASH, END OF YEAR .................................. $ 12,058 $ 50,701
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest ............................. $ 1,005 $ 15,627
Cash paid for income taxes ......................... $ 800 $ 800

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

PROGRESSIVE TRAINING, INC. (FORMERLY ADVANCED MEDIA TRAINING, INC.)

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS BACKGROUND

Progressive Training, Inc. (formerly Advanced Media Training, Inc.; the
"Company") was incorporated under this name in Delaware on October 31, 2006. The
Company is engaged in the development, production and distribution of training
and educational video products and services and has been in operation since
March 2000. From August 10, 2004 through December 11, 2006 the business of the
development, production and distribution of management and general workforce
training videos was conducted under the name Advanced Media Training, Inc.

RESTATEMENT OF FINANCIAL STATEMENTS

The following financial statement line items for fiscal years 2006 were affected
by the correction.

Statement of Operations
2006
EFFECT
AS REPORTED AS ADJUSTED OF CHANGE
----------- ----------- -----------

Revenue ................................. $ 365,163 $ 365,163 $ 0
Cost of revenues ........................ 91,087 91,087 0
Gross profit ............................ 274,076 274,076 0
Non-cash compensation ................... 0 60,000 60,000
Expenses ................................ 479,422 539,422 60,000
Net loss ................................ $ (206,146) $ (266,146) $ (60,000)
Basic and diluted loss per share ........ $ (0.12) $ (0.15) $ (0.03)

Balance Sheet
2006
EFFECT
AS REPORTED AS ADJUSTED OF CHANGE
----------- ----------- -----------

Statement of Cash Flows
2006
EFFECT
AS REPORTED AS ADJUSTED OF CHANGE
----------- ----------- -----------

PRESENTATION

In December 2006, Advanced Media Training, Inc. acquired the outstanding common
stock of Dematco, Inc. ("Dematco"), a privately-held company with operations in
the United Kingdom. The transaction was accounted for as a recapitalization of
Dematco. The operations and business of Advanced Media Training, Inc. from June
1, 2006 to December 2006 and subsequently conducted under its new name,
Progressive Training, Inc. through May 31, 2007 have been included in these
financial statements, except as follows. In connection with the
recapitalization, Dematco agreed to retain certain assets and liabilities
amounting to approximately $260,000. These consisted of cash of approximately
$23,000, a convertible debenture issued by an affiliate of Dematco to Advanced
Media Training, Inc. in fiscal 2006, loans due to officers and related accrued
interest. The assets and liabilities were transferred at their historical book
value in December 2006 and, accordingly, recorded as a contribution to capital
on the books of the Company in December 2006. The assets and liabilities of
Advanced Media Training, Inc. that were not retained by Dematco were transferred
at their historical book value into the newly incorporated Progressive Training,
Inc.

Through February 2007, the Company was a wholly-owned subsidiary of Dematco.. On
March 1, 2007, Dematco agreed to transfer 1 million shares of the Company's
common stock held by them in exchange for forgiveness of debt of $80,000 due to
Buddy Young, the Company's President and majority shareholder. Accordingly, the
Company was no longer a wholly-owned subsidiary of Dematco after March 1, 2007.
However, Dematco still owns 750,000 shares. For reporting purposes, only the
historical results of operations of Advanced Media Training, Inc. and
Progressive Training, Inc. are included in these financial statements.

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.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts and timing of
revenue and expenses, the reported amounts and classification of assets and
liabilities, and the disclosure of contingent assets and liabilities. These
estimates and assumptions are based on the Company's historical results as well
as management's future expectations. The Company's actual results could vary
materially from management's estimates and assumptions.

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 normally does not require collateral to support its
accounts receivable. As of May 31, 2007, two customers accounted for
approximately 20% of gross accounts receivable.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount 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.

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).

PRODUCTION COSTS

The Company periodically incurs costs to produce new management training videos
and enhance current videos. Historically, the Company has been unable to
accurately forecast revenues to be earned on these videos and has, accordingly,
expensed such costs as incurred. The Company expensed no production costs for
the year ended May 31, 2007.

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
which is fully depreciated at May 31, 2007.

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. The Company did not record any impairment loss in the year ended May 31,
2007.

CAPITALIZATION

In October 2006, the Company recapitalized with the issuance of 1,750,000 shares
of common stock and its core business was pushed down from its parent company,
Dematco, to Progressive Training, Inc. in December 2006. The transaction has
been retroactively reflected in these financial statements.

REVENUE RECOGNITION

Sales are recognized upon shipment of videos and training manuals to the
customer. Royalty income is earned from third-party sellers of our videos.
Royalty income averages 30% of the sales price and is recorded upon receipt.
Total royalty income amounted to $71,675 and $42,902 for the years ended May 31,
2007 and 2006, respectively. Rental income is recognized over the related period
that the videos are rented. Total rental income amounted to $2,324 and $2,250
for the years ended May 31, 2007 and 2006, respectively. The Company's products
may not be returned by the customer. Accordingly, the Company has made no
provision for returns.

SIGNIFICANT CUSTOMERS

During the years ended May 31, 2007 and 2006, the Company did not have one
customer that accounted for 10% or more of the Company's net sales. Foreign
sales (primarily royalty income from Canada) amounted to $71,675 and $12,523 for
the years ended May 31, 2007 and 2006, respectively.

ADVERTISING EXPENSE

The Company expensed advertising costs amounting to $25 and $216 for the years
ended May 31, 2007 and 2006, respectively. The Company does not conduct direct
response advertising.

CONTRIBUTION OF SERVICES

The Company's President and majority shareholder does not receive compensation
for his services. A total of $40,560 and $41,600 was determined by management to
be a fair value of his services to the Company and has been recorded as a
contribution of capital for the years ended May 31, 2007 and 2006, respectively.

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.

DISTRIBUTION AND SHIPPING COSTS

The Company's policy is to classify distribution and shipping costs as part of
selling and marketing expenses on the statement of operations. The Company
incurred distribution and shipping costs in the amounts of $22,026 and $14,460
for the years ended May 31, 2007 and 2006, respectively.

INCOME TAXES

The Company accounts for its income taxes under the provisions of Statement of
Financial Accounting Standards 109 ("SFAS 109"). The method of accounting for
income taxes under SFAS 109 is an asset and liability method. The asset and
liability method requires the recognition of deferred tax liabilities and assets
for the expected future tax consequences of temporary differences between tax
bases and financial reporting bases of other assets and liabilities. The
provision for income taxes for the years ended May 31, 2007 and 2006 represents
the California corporate minimum franchise tax.

VALUE OF STOCK ISSUED FOR SERVICES

The Company periodically issues shares of its common stock in exchange for, or
in settlement of, services. The Company's management values the shares issued in
such transactions at either the then market price of the Company's common stock,
as determined by the Board of Directors and after taking into consideration
factors such as volume of shares issued or trading restrictions, or the value of
the services rendered, whichever is more readily determinable.

NET LOSS PER SHARE

Basic and diluted net loss per share has been computed by dividing net loss by
the weighted average number of common shares outstanding during the applicable
fiscal periods. At May 31, 2007, the Company had no potentially dilutive shares.
At May 31, 2006, the Company had outstanding debt that was convertible into
833,000 shares of the Company's common stock.

RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities," which permits entities to choose to
measure many financial instruments and certain other items at fair value. SFAS
No. 159 also includes an amendment to SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" which applies to all entities with
available-for-sale and trading securities. This Statement is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2007.
The Company is assessing the impact of SFAS No. 159 and has not determined
whether it will have a material impact on its results of operations or financial
position.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." The
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles and expands disclosures about fair
value measurements, and does not require any new fair value measurements. This
Statement applies under other accounting pronouncements that require or permit
fair value measurements. The Statement is effective for the fiscal years
beginning after November 15, 2007. The Company is assessing SFAS No. 157 and has
not determined the impact the adoption of SFAS No. 157 will have on its results
of operations or financial position.

2. ASSET AND LIABILITY ASSUMPTION AGREEMENT

On December 11, 2006, the Company issued 1,750,000 shares of its common stock in
exchange for the assets and liabilities related to the production and
distribution of workforce training videos from its former parent, Dematco, Inc.
The net liabilities that remained with Dematco totaled approximately $260,000
and accordingly, the Company recorded this amount against additional paid in
capital in connection with the recapitalization.

3. ACCOUNTS RECEIVABLE, RELATED PARTY
During the year ended May 31, 2007, the Company made payments to vendors,
consultants and professional on behalf of and in payment of services rendered to
Dematco, Inc. that totaled $35,790.

4. 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 (8.25% at May
31, 2007).

5. STOCKHOLDERS' DEFICIT

COMMON STOCK ISSUED FOR ASSET AND LIABILITY ASSUMPTION AGREEMENT

During December 2006, the Board of Directors issued 1,750,000 shares
(unrestricted) of the Company's common stock to it former parent, Dematco, Inc.
in accordance with the Asset and Liability Assumption Agreement (See Note 2).

During March 2007, the Company issued 100,000 shares of its common stock to Mr.
Steve Katten for services rendered relating to the marketing and production of
the Company's videos. The shares were valued at $0.08 per share for a total
value of $8,000.

During April 2007, the Company issued 200,000 shares of its common stock to Mr.
Stephen Albright for legal services rendered. The shares were valued at $0.08
per share for a total value of $16,000.

During April 2007, the Company issued 30,000 shares of its common stock to the
members of the Board of Directors for their services rendered. The shares were
valued at $0.08 per share for a total value of $2,400.

During April 2007, the Company issued 200,000 shares of its common stock to Mr.
Howard Young for services rendered relating to the management of the Company's
sales operations, as well as other daily operations, of the Company. The shares
were valued at $0.08 per share for a total value of $16,000.

6. INCOME TAXES

The Company has net operating loss carryforwards totaling approximately $132,000
at May 31, 2007 for Federal income tax purposes available to offset future
taxable income through 2027. Deferred tax assets consist substantially of the
net operating loss carryforward. The Company has made a 100% valuation allowance
against the deferred tax asset. In assessing the realizability of deferred tax
assets, management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become
deductible. Management considered the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies in
making this assessment.

7. COMMITMENTS AND CONTINGENCIES

The Company has agreements with companies to pay a royalty on sales of certain
videos (co produced with these companies). The royalty is based on a specified
formula, which averages approximately 35% of net amounts collected.

The Company leases its operating facility for $2,364 per month in Encino,
California under an operating lease which expires August 31, 2009. Rent expense
was $28,161 and $25,025 for the years ended May 31, 2007 and 2006 respectively.

Future minimum lease payments are as follows:

For the year ended May 31,
2008 $ 28,368
2009 28,368
2010 7,092
------------------------------------------
Total $ 63,828
========

8. 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.

9. RELATED PARTY TRANSACTIONS

The Company has a consulting agreement with Howard Young, the son of Buddy Young
(the Company's Chief Executive Officer) which provides a monthly fee of $8,400
for administrative and sales consultation. The fee is allocated equally between
General and Administrative and Selling and Marketing expense in the Statement of
Operations for the year ended May 31, 2007. Total expense was $87,150 and
$72,000 for the years ended May 31, 2007 and 2006, respectively.

PROGRESSIVE TRAINING, INC. (FORMERLY ADVANCED MEDIA TRAINING, INC.)

CONDENSED BALANCE SHEET

November 30,
2007
(Unaudited)
------------
ASSETS

Accounts receivable, Net of allowance
for doubtful accounts of $21,872 ......................... $ 16,374

Accounts receivable, related party ......................... 31,990

Property and equipment, Net of accumulated
depreciation of $11,709 .................................. --

Prepaid expenses and other assets .......................... 2,286
-----------

TOTAL ASSETS ............................................... $ 50,650
===========

LIABILITIES AND SHAREHOLDERS' DEFICIT

LIABILITIES:
Bank overdraft ............................................. $ 916
Line of credit ............................................. 35,878
Accounts payable and accrued expenses ...................... 83,265
Accrued interest due to shareholder ........................ 679
Note payable due to shareholder ............................ 36,468
-----------

Total liabilities .......................................... 157,206
-----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
Common stock, par value - $.0001;
200,000,000 shares authorized; 2,280,000
shares issued and outstanding .......................... 228
Additional paid-in capital ................................. 1,344,712
Accumulated deficit ........................................ (1,451,496)
-----------
Total shareholders' deficit ................................ (106,556)
-----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT ................ $ 50,650
===========

See accompanying notes to financial statements.

PROGRESSIVE TRAINING, INC. (formerly Advanced Media Training, Inc.)

CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED
NOVEMBER 30, 2007 AND 2006 (UNAUDITED)

THREE MONTHS SIX MONTHS
---------------------- ----------------------
2007 2006 2007 2006
--------- --------- --------- ---------

REVENUES ................... $ 46,870 $ 110,213 $ 128,100 $ 205,431

COST OF REVENUES ........... 14,603 25,594 29,960 41,102
--------- --------- --------- ---------

GROSS PROFIT ............... 32,267 84,619 98,140 164,329
--------- --------- --------- ---------

EXPENSES:
Selling and marketing ...... 20,976 41,512 52,635 84,301
General and administrative . 60,417 66,823 111,954 129,384
Research and development ... 3,000 - 4,151 -
Interest expense ........... 1,482 19,963 2,448 36,911
--------- --------- --------- ---------
Total expenses ............. 85,875 128,298 171,189 250,596
--------- --------- --------- ---------

LOSS BEFORE INCOME TAXES ... (53,608) (43,679) (73,048) (86,267)

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

NET LOSS ................... $ (53,608) $ (43,679) $(73,848) $ (87,067)
========= ========= ========= =========

BASIC AND DILUTED LOSS
PER SHARE ............... $ (0.02) $ (0.02) $ (0.03) $ (0.05)
========= ========= ========= =========

WEIGHTED AVERAGE SHARES
OUTSTANDING ............. 2,280,000 1,750,000 2,280,000 1,750,000
========= ========= ========= =========

See accompanying notes to financial statements.

PROGRESSIVE TRAINING, INC. (formerly Advanced Media Training, Inc.)

CONDENSED STATEMENTS OF SHAREHOLDERS' DEFICIT
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2007 (UNAUDITED)

BALANCE, MAY 31, 2007 2,280,000 $ 228 $ -- $ 1,323,912 $(1,377,648) $ (53,508)

CONTRIBUTED CAPITAL ...... -- -- -- 20,800 -- 20,800

NET LOSS ................. -- -- -- -- (73,848) (73,848)
----------- ----------- ----------- ----------- ----------- -----------

BALANCE, NOVEMBER 30, 2007 2,280,000 $ 228 $ -- $ 1,344,712 $(1,451,496) $ (106,556)
=========== =========== =========== =========== =========== ===========

See accompanying notes to financial statements.

PROGRESSIVE TRAINING, INC. (formerly Advanced Media Training, Inc.)

CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2007 AND 2006 (UNAUDITED)

2007 2006
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ........................................... $ (73,848) $(87,067)
Adjustments to reconcile net loss to net
cash used by operating activities:
Contribution of capital for services.......... 20,800 20,800
Amortization of debt discount.................. -- 32,909
Allowance for doubtful accounts................ 7,000 --
Changes in operating assets and liabilities:
Accounts receivable ....................... (11,075) (22,914)
Accounts receivable, related party......... 3,800 --
Other assets .............................. 79 (1,087)
Accounts payable and accrued expenses ..... 2,924 20,305
Deferred revenue .......................... -- (4,024)
--------- ---------
Net cash used by operating activities .............. (50,320) (41,078)
--------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft ..................................... 916 (1,289)
Net borrowings (repayments) from (to) shareholder .. 36,468 16,765
Net borrowings (repayments) on line of credit ...... 878 408
--------- ---------
Net cash provided by financing activities .......... 38,262 15,884
--------- ---------
NET INCREASE IN CASH ............................... (12,058) (25,701)

CASH, BEGINNING OF YEAR ............................ 12,058 50,701
--------- ---------
CASH, END OF YEAR .................................. $ -- $ 25,507
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest ............................. $ 1,770 $ 1,119
Cash paid for income taxes ......................... $ -- $ 800

See accompanying notes to financial statements

PROGRESSIVE TRAINING, INC. (FORMERLY ADVANCED MEDIA TRAINING, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

1. BUSINESS BACKGROUND

Progressive Training, Inc. (formerly Advanced Media Training, Inc.; the
"Company") was incorporated under this name in Delaware on October 31, 2006. The
Company is engaged in the development, production and distribution of training
and educational video products and services and has been in operation since
March 2000. From August 10, 2004 through December 11, 2006 the business of the
development, production and distribution of management and general workforce
training videos was conducted under the name Advanced Media Training, Inc.

2. INTERIM CONDENSED FINANCIAL STATEMENTS

FISCAL PERIODS

The Company's fiscal year-end is May 31. References to a fiscal year refer to
the calendar year in which such fiscal year ends.

PREPARATION OF INTERIM CONDENSED FINANCIAL STATEMENTS

These interim condensed financial statements for the three and six months ended
November 30, 2007 and 2006 have been prepared by the Company's management,
without audit, in accordance with accounting principles generally accepted in
the United States of America and pursuant to the rules and regulations of the
United States Securities and Exchange Commission ("SEC"). In the opinion of
management, these interim condensed consolidated financial statements contain
all adjustments (consisting of only normal recurring adjustments, unless
otherwise noted) necessary to present fairly the Company's financial position,
results of operations and cash flows for the fiscal periods presented. Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted in these interim
financial statements pursuant to the SEC's rules and regulations, although the
Company's management believes that the disclosures are adequate to make the
information presented not misleading. The financial position, results of
operations and cash flows for the interim periods disclosed herein are not
necessarily indicative of future financial results. These interim condensed
consolidated financial statements should be read in conjunction with the annual
financial statements and the notes thereto included in the Company's most recent
Annual Report on Form 10-KSB (as amended) for the fiscal year ended May 31, 2007
which are included in this filing.

USE OF ESTIMATES

RECLASSIFICATIONS

Certain amounts in the financial statements for the comparative prior fiscal
periods have been reclassified to be consistent with the current fiscal period's
presentation.

SIGNIFICANT CUSTOMERS

During the six months ended November 30, 2007 the Company had one customer that
accounted for 14% of the Company's net sales. Two customers exceeded 10% of
sales during the six months ended November 30, 2006, (13% and 17%). Foreign
sales (primarily royalty income from Canada) amounted to $28,605 and $30,701for
the six ended November 30, 2007 and 2006, respectively.

NET LOSS PER SHARE

Basic and diluted net loss per share has been computed by dividing net loss by
the weighted average number of common shares outstanding during the applicable
fiscal periods. At November 30, 2007, the Company had no potentially dilutive
shares.

3. COMMITMENTS AND CONTINGENCIES

The Company leases its operating facility for $2,364 per month in Encino,
California under an operating lease which expires August 31, 2009. Rent expense
was $14,437and $13,977 for the six months ended November 30, 2007 and 2006
respectively.

4. RELATED PARTY TRANSACTIONS

The Company has a consulting agreement with Howard Young, the son of Buddy Young
(the Company's Chief Executive Officer) which provides a monthly fee of $8,400
for administrative and sales consultation. The fee is allocated equally between
General and Administrative and Selling and Marketing expense in the Statement of
Operations for the six months ended November 30, 2007 and 2006. Total expense
was $50,400 and $38,750 for the six months ended November 30, 2007 and 2006,
respectively.

PART III

ITEM 1. INDEX TO EXHIBITS.

The following exhibits are filed or incorporated by reference as part of this
Registration Statement.

(3) ARTICLES OF INCORPORATION AND BYLAWS

3.1 Certificate of Incorporation of the registrant dated October
31, 2006, and filed with the Delaware Secretary of State,
Division of Corporations on October 31, 2006(1)

3.2 Bylaws of the registrant, adopted October 31, 2006(1)

(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES

4.1 Form of Certificate of Common Stock of Progressive Training, Inc.(1)

(5) OPINION ON LEGALITY

5.1 Opinion of L. Stephen Albright regarding the legality of the
securities being registered(1)

(10) MATERIAL CONTRACTS

10.1 Secured Promissory Note of the Registrant, dated April 2,
2007, in favor of Buddy Young(1)

10.2 Security Agreement, dated April 2, 2007, between Registrant
and Buddy Young, as secured party(1)

10.3 Lease between Registrant, as lessee, and Encino Gardens, LLC,
as lessor, for office space at 17337 Ventura Boulevard, Suite
208, Encino, California, the location of Registrant's
principal executive offices(1)

(21) SUBSIDIARIES OF THE REGISTRANT

NONE

(23) CONSENTS OF EXPERTS AND COUNSEL

23.1 Consent of Farber Hass Hurley & McEwen LLP

23.2 Consent of L. Stephen Albright (included in Exhibit 5.1)(1)

(99) ADDITIONAL EXHIBITS

99.1 Cover page to December 2006 issue of Training Magazine
together with page 20 through 32 inclusive, containing the
Industry Report for Corporation Training(2)

- ----------
(1) Incorporated by reference to our Registration Statement on Form 10-SB
(File No. 000-52684) filed with the Commission on June 13, 2007.

(2) Incorporated by reference to our Registration Statement on Form 10-SB
Amendment No. 1 (File No. 000-52684) filed with the Commission on
October 9, 2007.

ITEM 2. DESCRIPTION OF EXHIBITS. N/A

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

PROGRESSIVE TRAINING, INC.

Dated: February 19, 2008 By: /S/ BUDDY YOUNG
-------------------------------
BUDDY YOUNG, CEO & CFO

EXHIBIT INDEX

The following exhibits are filed or incorporated by reference as part of this
Registration Statement.

(3) ARTICLES OF INCORPORATION AND BYLAWS

3.1 Certificate of Incorporation of the registrant dated October
31, 2006, and filed with the Delaware Secretary of State,
Division of Corporations on October 31, 2006(1)

3.2 Bylaws of the registrant, adopted October 31, 2006(1)

(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES

4.1 Form of Certificate of Common Stock of Progressive Training,
Inc.(1)

(5) OPINION ON LEGALITY

5.1 Opinion of L. Stephen Albright regarding the legality of the
securities being registered(1)

(10) MATERIAL CONTRACTS

10.1 Secured Promissory Note of the Registrant, dated April 2,
2007, in favor of Buddy Young(1)

10.2 Security Agreement, dated April 2, 2007, between Registrant
and Buddy Young, as secured party(1)

(21) SUBSIDIARIES OF THE REGISTRANT

NONE

(23) CONSENTS OF EXPERTS AND COUNSEL

23.1 Consent of Farber Hass Hurley & McEwen LLP

23.2 Consent of L. Stephen Albright (included in Exhibit 5.1)(1)

(99) ADDITIONAL EXHIBITS

99.1 Cover page to December 2006 issue of Training Magazine
together with page 20 through 32 inclusive, containing the
Industry Report for Corporation Training(2)

- ----------
(1) Incorporated by reference to our Registration Statement on Form 10-SB
(File No. 000-52684) filed with the Commission on June 13, 2007.

(2) Incorporated by reference to our Registration Statement on Form 10-SB
Amendment No. 1 (File No. 000-52684) filed with the Commission on
October 9, 2007.