================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            ADVANCED KNOWLEDGE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                              95-4675095
 (STATE OR OTHER JURISDICTION OF                             (IRS EMPLOYER
 INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                       17337 VENTURA BOULEVARD, SUITE 224
                            ENCINO, CALIFORNIA 91316
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                              CONSULTING AGREEMENTS
                         DATED AS OF SEPTEMBER 14, 1999
                           BETWEEN THE REGISTRANT AND
                           LOUIS SHEFSKY, SAM LIGHTER,
                        PASCALE CASSIDY AND HOWARD BORDEN
                            (FULL TITLE OF THE PLANS)

                                   BUDDY YOUNG
                       17337 VENTURA BOULEVARD, SUITE 224
                            ENCINO, CALIFORNIA 91316
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (818) 784-0040
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                          COPIES OF COMMUNICATIONS TO:
                              J. BRAD WIGGINS, ESQ.
                                MILLER & HOLGUIN
                      1801 CENTURY PARK EAST, SEVENTH FLOOR
                          LOS ANGELES, CALIFORNIA 90067
                                 (310) 556-1990


        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

================================================================================
<PAGE>


                         CALCULATION OF REGISTRATION FEE

                                         Proposed    Proposed
                                         maximum     maximum
                                         offering    aggregate     Amount of
Title of securities   Amount to be       price       offering      registration
to be registered      registered         per unit    price         fee

Common Stock(1)       2,000,000 shares   $0.765      $1,530,000    $403.92
--------------------------------------------------------------------------------
 (1) These shares are issuable as  compensation  pursuant to written  consulting
     agreements  dated as of September 14, 1999 between the  registrant and four
     individuals.  Solely for purposes of calculating the registration  fee, the
     offering  price and the amount of the fee for these shares were computed in
     accordance  with Rule  457(h)(1) and Rule 457(c),  based on the average bid
     and asked prices for shares of the registrant's  common stock on January 5,
     2000.






<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this  registration  statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 under the  Securities  Act of 1933, as amended
(the  "Securities  Act"),  but will be delivered  as required by Rule  428(b)(1)
under the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents are incorporated by reference in this registration
statement:

(a)  The registrant's annual report on Form 10-KSB for the year ended August 31,
     1999, as filed on October 21, 1999 (the "Annual Report").

(b)  The  registrant's  quarterly  report on Form 10-QSB for the  quarter  ended
     November 30, 1999, as filed on December 29, 1999.

(c)  The  registrant's  disclosure  statement  on  Schedule  14f-1,  as filed on
     December 17, 1999.

(d)  Part  I,  Item 8,  of  amendment  no.  3 to the  registrant's  registration
     statement  on Form  10-SB,  as filed  on April  14,  1999,  describing  the
     registrant's  class of common stock which is registered under Section 12 of
     the Securities Exchange Act of 1934 (the "Exchange Act").


     In addition, all documents subsequently filed by the registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain  legal matters in  connection  with the issuance of the  securities
offered  hereby  will be passed  upon for the  registrant  by Miller &  Holguin,
attorneys at law, Los Angeles, California.

     The  financial  statements  incorporated  in  Item 3 of  this  registration
statement  by  reference  to the  Annual  Report  have been so  incorporated  in
reliance on the report of Farber & Hass LLP, independent  accountants,  given on
the authority of said firm as experts in auditing and accounting.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General  Corporation Law ("DGCL") provides that
a corporation may indemnify any director or officer against expenses  (including
attorneys' fees), judgments,  fines and settlements arising in connection with a
legal proceeding (other than an action by or in the right of the corporation) to
which  such a person  is a party,  if the  person  acted in good  faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe  his  conduct  was  unlawful.  Unless the person is
successful  upon the  merits in such an action,  indemnification  may be awarded
only  after a  determination  is made by  independent  decision  of the Board of
Directors or a committee of the Board,  by independent  legal  counsel,  or by a
vote of the stockholders that the applicable  standard of conduct was met by the
person to be indemnified.

<PAGE>

     The circumstances under which indemnification is granted in connection with
an action brought by or on behalf of the  corporation  are generally the same as
those set forth above; however, with respect to such actions, indemnification is
granted  only with  respect to  expenses  actually  and  reasonably  incurred in
connection  with the defense or settlement of the action.  In such actions,  the
person  to be  indemnified  must  have  acted in good  faith  and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except  that no  indemnification  shall be made in  respect of any
matter  as to  which  the  person  is  adjudged  to  have  been  liable  to  the
corporation, unless and to the extent that a court determines that the person is
fairly and reasonably entitled to indemnification.

     Section 145 also provides that  indemnification  pursuant to its provisions
shall not be deemed  exclusive  of any  other  rights to which a person  seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise.

     Section  102(b)(7) of the DGCL provides  that a corporation  may include in
its  certificate  of  incorporation  a provision  eliminating  or  limiting  the
personal  liability of a director to the  corporation  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director,  provided that such
provision shall not eliminate or limit the liability of a director:  (i) For any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law;  (iii) under Section 174 of the DGCL;
or (iv) for any transaction from which the director derived an improper personal
benefit.

     Article Eighth of the registrant's  certificate of  incorporation  provides
that the registrant  shall,  to the full extent  permitted by Section 145 of the
DGCL, as the same may be amended and supplemented  from time to time,  indemnify
all persons whom it may indemnify pursuant thereto.

     Article Eighth of the certificate of  incorporation  also provides that the
personal  liability of the  registrant's  directors is eliminated to the fullest
extent  permitted by Section  102(b)(7) of the DGCL,  as the same may be amended
and supplemented from time to time.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following  documents are filed or  incorporated by reference as part of
this Registration Statement:

     4.1  Facsimile of specimen common stock certificate(1)

     4.2  Certificate of Incorporation(2)

     4.3  Certificate of Amendment dated March 11, 1987(1)

     4.4 Certificate of Amendment dated September 18, 1990(1)

     4.5  Certificate of Amendment dated August 5, 1998(2)

     4.6  Certificate of Merger(2)

     4.7  By-laws(2)

     4.8  Form of Consulting Agreement by and between the registrant and each of
          Louis  Shefsky (as to 650,000  Shares  registered  hereunder)  and Sam
          Lighter (as to 400,000 Shares registered hereunder)

     4.9  Form of Consulting Agreement by and between the registrant and each of
          Pascale Cassidy (as to 550,000 Shares registered hereunder) and Howard
          Borden (as to 400,000 Shares registered hereunder)

<PAGE>

     5.1  Opinion of Miller & Holguin

     23.1 Consent of Farber & Hass LLP

     23.2 Consent of Miller & Holguin (included in Exhibit 5.1)
----------
(1)  Previously  filed as an exhibit to the  registrant's  annual report on Form
     10-KSB for the year ended  August 31,  1999,  as filed on October 21, 1999,
     and incorporated herein by reference.

(2)  Previously filed as an exhibit to the registrant's  registration  statement
     on Form  10-SB,  as filed on January 7, 1999,  and  incorporated  herein by
     reference.


ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (a) (1) To file,  during any period in which it offers or sells securities,
a post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;

          (ii) To  reflect  in  the   prospectus  any  facts  or  events  which,
               individually or together,  represent a fundamental  change in the
               information in the registration  statement.  Notwithstanding  the
               foregoing,  any  increase  or  decrease  in volume of  securities
               offered (if the total dollar value of  securities  offered  would
               not exceed that which was  registered) and any deviation from the
               low or high end of the estimated  maximum  offering  range may be
               reflected  in the form of  prospectus  filed with the  Commission
               pursuant to Rule 424(b) if, in the aggregate,  the changes in the
               volume  and  price  represent  no more  than a 20%  change in the
               maximum aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration statement.

          (iii)To include any additional or changed material  information on the
               plan of distribution.

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the  registration  statement  is on Form S-3 or Form  S-8,  and the  information
required in a  post-effective  amendment by those  paragraphs is incorporated by
reference from periodic reports filed by the registrant under the Exchange Act.

          (2) For determining  liability under the Securities Act, to treat each
post-effective  amendment  as a new  registration  statement  of the  securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering thereof.

          (3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

     (e) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Encino,  State  of  California,  on the 7th day of
January, 2000.


                                      ADVANCED KNOWLEDGE,  INC.


                                      By:  /s/ Buddy Young
                                           -------------------------------------
                                           Buddy Young
                      President and Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


    Signature                         Title                          Date
    ---------                         -----                          ----


/s/ Buddy Young             President, Chief Executive          January 7, 2000
------------------------    Officer, Chief Financial
  Buddy Young               Officer and Director
                            (Principal Executive,
                            Financial and Accounting
                            Officer)


/s/ L. Stephen Albright     Director                            January 7, 2000
------------------------
  L. Stephen Albright


/s/ Dennis Spiegelman
------------------------    Director                            January 7, 2000
  Dennis Spiegelman
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================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ADVANCED KNOWLEDGE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                              95-4675095
 (STATE OR OTHER JURISDICTION OF                             (IRS EMPLOYER
 INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                       17337 VENTURA BOULEVARD, SUITE 224
                            ENCINO, CALIFORNIA 91316
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                              CONSULTING AGREEMENTS
                         DATED AS OF SEPTEMBER 14, 1999
                           BETWEEN THE REGISTRANT AND
                           LOUIS SHEFSKY, SAM LIGHTER,
                        PASCALE CASSIDY AND HOWARD BORDEN
                            (FULL TITLE OF THE PLANS)

                                   BUDDY YOUNG
                       17337 VENTURA BOULEVARD, SUITE 224
                            ENCINO, CALIFORNIA 91316
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (818) 784-0040
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                          COPIES OF COMMUNICATIONS TO:
                              J. BRAD WIGGINS, ESQ.
                                MILLER & HOLGUIN
                      1801 CENTURY PARK EAST, SEVENTH FLOOR
                          LOS ANGELES, CALIFORNIA 90067
                                 (310) 556-1990

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

================================================================================
CALCULATION OF REGISTRATION FEE

                                         Proposed    Proposed
                                         maximum     maximum
                                         offering    aggregate     Amount of
Title of securities   Amount to be       price       offering      registration
to be registered      registered         per unit    price         fee

Common Stock(1)       2,000,000 shares   $0.765      $1,530,000    $403.92
--------------------------------------------------------------------------------
 (1) These shares are issuable as  compensation  pursuant to written  consulting
     agreements  dated as of September 14, 1999 between the  registrant and four
     individuals.  Solely for purposes of calculating the registration  fee, the
     offering  price and the amount of the fee for these shares were computed in
     accordance  with Rule  457(h)(1) and Rule 457(c),  based on the average bid
     and asked prices for shares of the registrant's  common stock on January 5,
     2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this  registration  statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 under the  Securities  Act of 1933, as amended
(the  "Securities  Act"),  but will be delivered  as required by Rule  428(b)(1)
under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents are incorporated by reference in this registration
statement:

(a)  The registrant's annual report on Form 10-KSB for the year ended August 31,
     1999, as filed on October 21, 1999 (the "Annual Report").

(b)  The  registrant's  quarterly  report on Form 10-QSB for the  quarter  ended
     November 30, 1999, as filed on December 29, 1999.

(c)  The  registrant's  disclosure  statement  on  Schedule  14f-1,  as filed on
     December 17, 1999.

(d)  Part  I,  Item 8,  of  amendment  no.  3 to the  registrant's  registration
     statement  on Form  10-SB,  as filed  on April  14,  1999,  describing  the
     registrant's  class of common stock which is registered under Section 12 of
     the Securities Exchange Act of 1934 (the "Exchange Act").

     In addition, all documents subsequently filed by the registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain  legal matters in  connection  with the issuance of the  securities
offered  hereby  will be passed  upon for the  registrant  by Miller &  Holguin,
attorneys at law, Los Angeles, California.

     The  financial  statements  incorporated  in  Item 3 of  this  registration
statement  by  reference  to the  Annual  Report  have been so  incorporated  in
reliance on the report of Farber & Hass LLP, independent  accountants,  given on
the authority of said firm as experts in auditing and accounting.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General  Corporation Law ("DGCL") provides that
a corporation may indemnify any director or officer against expenses  (including
attorneys' fees), judgments,  fines and settlements arising in connection with a
legal proceeding (other than an action by or in the right of the corporation) to
which  such a person  is a party,  if the  person  acted in good  faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe  his  conduct  was  unlawful.  Unless the person is
successful  upon the  merits in such an action,  indemnification  may be awarded
only  after a  determination  is made by  independent  decision  of the Board of
Directors or a committee of the Board,  by independent  legal  counsel,  or by a
vote of the stockholders that the applicable  standard of conduct was met by the
person to be indemnified.
The circumstances under which indemnification is granted in connection with
an action brought by or on behalf of the  corporation  are generally the same as
those set forth above; however, with respect to such actions, indemnification is
granted  only with  respect to  expenses  actually  and  reasonably  incurred in
connection  with the defense or settlement of the action.  In such actions,  the
person  to be  indemnified  must  have  acted in good  faith  and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except  that no  indemnification  shall be made in  respect of any
matter  as to  which  the  person  is  adjudged  to  have  been  liable  to  the
corporation, unless and to the extent that a court determines that the person is
fairly and reasonably entitled to indemnification.

     Section 145 also provides that  indemnification  pursuant to its provisions
shall not be deemed  exclusive  of any  other  rights to which a person  seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise.

     Section  102(b)(7) of the DGCL provides  that a corporation  may include in
its  certificate  of  incorporation  a provision  eliminating  or  limiting  the
personal  liability of a director to the  corporation  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director,  provided that such
provision shall not eliminate or limit the liability of a director:  (i) For any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law;  (iii) under Section 174 of the DGCL;
or (iv) for any transaction from which the director derived an improper personal
benefit.

     Article Eighth of the registrant's  certificate of  incorporation  provides
that the registrant  shall,  to the full extent  permitted by Section 145 of the
DGCL, as the same may be amended and supplemented  from time to time,  indemnify
all persons whom it may indemnify pursuant thereto.

     Article Eighth of the certificate of  incorporation  also provides that the
personal  liability of the  registrant's  directors is eliminated to the fullest
extent  permitted by Section  102(b)(7) of the DGCL,  as the same may be amended
and supplemented from time to time.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following  documents are filed or  incorporated by reference as part of
this Registration Statement:

     4.1  Facsimile of specimen common stock certificate(1)

     4.2  Certificate of Incorporation(2)

     4.3  Certificate of Amendment dated March 11, 1987(1)

     4.4 Certificate of Amendment dated September 18, 1990(1)

     4.5  Certificate of Amendment dated August 5, 1998(2)

     4.6  Certificate of Merger(2)

     4.7  By-laws(2)

     4.8  Form of Consulting Agreement by and between the registrant and each of
          Louis  Shefsky (as to 650,000  Shares  registered  hereunder)  and Sam
          Lighter (as to 400,000 Shares registered hereunder)

     4.9  Form of Consulting Agreement by and between the registrant and each of
          Pascale Cassidy (as to 550,000 Shares registered hereunder) and Howard
          Borden (as to 400,000 Shares registered hereunder)
5.1  Opinion of Miller & Holguin

     23.1 Consent of Farber & Hass LLP

     23.2 Consent of Miller & Holguin (included in Exhibit 5.1)
----------
(1)  Previously  filed as an exhibit to the  registrant's  annual report on Form
     10-KSB for the year ended  August 31,  1999,  as filed on October 21, 1999,
     and incorporated herein by reference.

(2)  Previously filed as an exhibit to the registrant's  registration  statement
     on Form  10-SB,  as filed on January 7, 1999,  and  incorporated  herein by
     reference.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (a) (1) To file,  during any period in which it offers or sells securities,
a post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;

          (ii) To  reflect  in  the   prospectus  any  facts  or  events  which,
               individually or together,  represent a fundamental  change in the
               information in the registration  statement.  Notwithstanding  the
               foregoing,  any  increase  or  decrease  in volume of  securities
               offered (if the total dollar value of  securities  offered  would
               not exceed that which was  registered) and any deviation from the
               low or high end of the estimated  maximum  offering  range may be
               reflected  in the form of  prospectus  filed with the  Commission
               pursuant to Rule 424(b) if, in the aggregate,  the changes in the
               volume  and  price  represent  no more  than a 20%  change in the
               maximum aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration statement.

          (iii)To include any additional or changed material  information on the
               plan of distribution.

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the  registration  statement  is on Form S-3 or Form  S-8,  and the  information
required in a  post-effective  amendment by those  paragraphs is incorporated by
reference from periodic reports filed by the registrant under the Exchange Act.

          (2) For determining  liability under the Securities Act, to treat each
post-effective  amendment  as a new  registration  statement  of the  securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering thereof.

          (3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

     (e) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Encino,  State  of  California,  on the 7th day of
January, 2000.

                                      ADVANCED KNOWLEDGE,  INC.

                                      By:  /s/ Buddy Young
                                           -------------------------------------
                                           Buddy Young
                      President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                         Title                          Date
    ---------                         -----                          ----

/s/ Buddy Young             President, Chief Executive          January 7, 2000
------------------------    Officer, Chief Financial
  Buddy Young               Officer and Director
                            (Principal Executive,
                            Financial and Accounting
                            Officer)

/s/ L. Stephen Albright     Director                            January 7, 2000
------------------------
  L. Stephen Albright

/s/ Dennis Spiegelman
------------------------    Director                            January 7, 2000
  Dennis Spiegelman