<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (MARK ONE)

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE TRANSITION PERIOD FROM ____ TO ____

                         COMMISSION FILE NUMBER 0-29615

                        COMPASS KNOWLEDGE HOLDINGS, INC.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                NEVADA 87-0471549

             ------------------------------------------------------
                  (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
              INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                           2710 REW CIRCLE, SUITE 100
                              OCOEE, FLORIDA 34761
           -----------------------------------------------------------
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                                 (407) 573-2000

           -----------------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 (407) 656-7585

           -----------------------------------------------------------
              (REGISTRANT'S FACSIMILE NUMBER, INCLUDING AREA CODE)

                            WWW.COMPASSKNOWLEDGE.COM

                         ------------------------------
                         (REGISTRANT'S WEBSITE ADDRESS)

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days.

[X] Yes   [ ] No

         There were 14,875,000 shares outstanding of the Registrant's common
stock, $0.001 par value, as of November 6, 2000.

<PAGE>   2

                        COMPASS KNOWLEDGE HOLDINGS, INC.
                                   FORM 10-QSB

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000

                         PART I - Financial Information

<TABLE>
<CAPTION>

<S>       <C>                                                                       <C>
Item 1    Financial Statements

          Consolidated Balance Sheet as of September 30, 2000
              and December 31, 1999                                                  3

          Consolidated Statements of Operations for the Three Months and Nine
              Months ended September 30, 2000 and 1999                               4

          Consolidated Statements of Cash Flows for the Nine
              Months Ended September 30, 2000 and 1999                               5

          Notes to Financial Statements                                              6

Item 2    Management's Discussion and Analysis of Results
              of Operations and Financial Condition                                  6

PART II - Other Information

Item 6    Exhibits and Reports on Form 8-K                                          13

          Signatures                                                                14
</TABLE>

                                        2

<PAGE>   3

                          PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                COMPASS KNOWLEDGE HOLDINGS, INC. AND SUBSIDIARIES

                      UNAUDITED CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                                                SEPTEMBER 30,    DECEMBER 31,
                                                                                    2000            1999
                                                                                -------------    ------------
<S>                                                                           <C>               <C>
                          ASSETS

CURRENT ASSETS
       Cash and cash equivalents                                              $ 1,442,637       $ 4,781,033
       Accounts receivable, net of allowance                                      590,196           484,961
           for doubtful accounts of $15,000 and $10,887
           at September 30, 2000 and December 31, 1999
           respectively
       Note receivable from related parties                                            --           120,162
       Prepaid expenses                                                            13,600            48,299
       Other assets                                                               140,450             6,650
                                                                              -----------       -----------
                   Total current assets                                         2,186,883         5,441,105

PROPERTY AND EQUIPMENT, net                                                       200,708            85,752

GOODWILL, net                                                                   3,356,703           977,769
OTHER ASSETS, net                                                               1,086,301           320,898
                                                                              -----------       -----------
                   Total assets                                               $ 6,830,595       $ 6,825,524
                                                                              ===========       ===========

              LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES

       Accounts payable and accrued expenses                                  $   396,795       $   179,149
       Deferred student fees                                                    1,018,993           449,263
       Accrued preferred stock dividends                                               --            17,500
       Amounts due to related parties                                                 500           314,230
                                                                              -----------       -----------
                   Total liabilities                                            1,416,288           960,142
                                                                              -----------       -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
       Preferred stock, 5,000,000 shares authorized, 2,000 shares issued
                   and outstanding                                              1,667,026         1,667,026
       Common stock, $0.001 par value; 50,000,000 shares authorized,
                   14,875,000 shares issued and outstanding                        14,875            14,750
       Additional paid-in-capital                                               4,557,296         4,283,509
       Unearned compensation                                                      (20,218)          (20,150)
       Retained deficit                                                          (804,672)          (79,753)
                                                                              -----------       -----------
                   Total stockholders' equity                                   5,414,307         5,865,382
                                                                              -----------       -----------
                   Total liabilities and stockholders' equity                 $ 6,830,595       $ 6,825,524
                                                                              ===========       ===========


</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements



                                        3

<PAGE>   4

                COMPASS KNOWLEDGE HOLDINGS, INC. AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


<TABLE>
<CAPTION>

                                                                THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                   SEPTEMBER 30,                   SEPTEMBER 30,
                                                            ----------------------------    ----------------------------
                                                                 2000            1999            2000            1999
                                                            ------------    ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>             <C>
TOTAL STUDENT FEE REVENUE
       Net student fee revenue from degree programs         $    502,519    $    490,764    $  1,657,709    $  1,334,383
       Gross student fee revenue from non-degree programs        297,732         138,125         569,069         567,670
                                                            ------------    ------------    ------------    ------------
                   Net student fee revenue                       800,251         628,889       2,226,778       1,902,053

INSTRUCTION COSTS AND SERVICES                                   231,630         154,483         542,001         459,662
                                                            ------------    ------------    ------------    ------------
                   Gross profit                                  568,621         474,406       1,684,777       1,442,391
                                                            ------------    ------------    ------------    ------------

OPERATING EXPENSES
       Selling and promotional                                   207,248         105,272         418,557         289,826
       General and administrative                                993,919         272,714       2,076,935         764,127
                                                            ------------    ------------    ------------    ------------
                   Total operating expenses                    1,201,167         377,986       2,495,492       1,053,953
                                                            ------------    ------------    ------------    ------------

INCOME FROM OPERATIONS                                          (632,546)         96,420        (810,715)        388,438
                                                            ------------    ------------    ------------    ------------
OTHER INCOME (EXPENSE)
       Interest income                                            44,167           5,269         195,770          10,366
       Interest expense                                               --            (793)           (155)        (11,582)
                                                            ------------    ------------    ------------    ------------
                   Total other income                             44,167           4,476         195,615          (1,216)
                                                            ------------    ------------    ------------    ------------

INCOME BEFORE MINORITY INTEREST IN NET INCOME OF
       SUBSIDIARY                                               (588,379)        100,896        (615,100)        387,222

MINORITY INTEREST IN NET INCOME OF SUBSIDIARY                         --          38,670              --         148,066
                                                            ------------    ------------    ------------    ------------
NET (LOSS)/INCOME                                               (588,379)         62,226        (615,100)        239,156

LESS: PREFERRED STOCK DIVIDENDS                                   35,000              --         109,822              --
                                                            ------------    ------------    ------------    ------------
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS                 $   (623,379)   $     62,226    $   (724,922)   $    239,156
                                                            ============    ============    ============    ============
EARNINGS PER SHARE
       Basic                                                $     (0.042)   $         --    $     (0.049)   $         --
                                                            ============    ============    ============    ============
       Diluted                                              $     (0.040)   $         --    $     (0.046)   $         --
                                                            ============    ============    ============    ============

PRO FORMA EARNINGS PER SHARE
       Basic                                                $         --    $      0.005    $         --    $      0.020
                                                            ============    ============    ============    ============
       Diluted                                              $         --    $      0.005    $         --    $      0.020
                                                            ============    ============    ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING
       Basic                                                  14,832,880              --      14,777,828              --
                                                            ============    ============    ============    ============
       Diluted                                                15,408,491              --      15,643,638              --
                                                            ============    ============    ============    ============

PRO FORMA WEIGHTED AVERAGE SHARES OUTSTANDING
       Basic and Diluted                                              --      12,250,000              --      12,250,000
                                                            ============    ============    ============    ============
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements



                                       4

<PAGE>   5

                COMPASS KNOWLEDGE HOLDINGS, INC. AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                            2000           1999
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net (Loss)/Income                                                 $  (615,100)   $   239,156
      Adjustments to reconcile net income to net cash
          used in/provided by operating activities
               Depreciation and Amortization                                376,927          9,590
               Amortization of unearned compensation                         23,846         21,418
               Minority interest in net income                                   --        147,866
               Changes in assets and liabilites related to operations
                      Accounts receivable                                   300,814       (189,737)
                      Provision for losses on accounts receivable           (10,887)            --
                      Prepaid taxes                                         (13,600)            --
                      Prepaid expenses                                      (76,984)       (31,753)
                      Other current assets                                   (8,515)        13,974
                      Other long term assets                             (1,012,336)       (82,964)
                      Accounts payable and accrued expenses                 200,146         46,859
                      Due to related parties                               (313,730)       (65,091)
                      Deferred student fees                                 150,493         36,252
                                                                        -----------    -----------
                                 Net cash (used in)/provided by
                                 operating activities                      (998,926)       145,570
                                                                        -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of property and equipment                                   (149,497)        (9,815)
      Acquisitions, net of cash                                          (2,080,151)            --
                                                                        -----------    -----------
                                 Net cash used in investing
                                 activities                              (2,229,648)        (9,815)
                                                                        -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
      Payments of notes payable to stockholders                                  --        (30,000)
      Payment of note payable to related parties                                 --        (25,000)
      Payment of preferred dividend                                        (109,822)            --
                                                                        -----------    -----------
                                 Net cash used in financing
                                 activities                                (109,822)       (55,000)
                                                                        -----------    -----------
NET (DECREASE) INCREASE IN CASH AND
      CASH EQUIVALENTS                                                   (3,338,396)        80,755

CASH AND CASH EQUIVALENTS, beginning of period                            4,781,033        103,058
                                                                        -----------    -----------
CASH AND CASH EQUIVALENTS, end of period                                $ 1,442,637    $   183,813
                                                                        ===========    ===========

</TABLE>

                   The accompanying notes are an integral part
                    of the consolidated financial statements





                                       5

<PAGE>   6

                COMPASS KNOWLEDGE HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Principles of Interim Statements. The following unaudited financial
         statements have been prepared pursuant to the rules and regulations of
         the Securities and Exchange Commission. Certain information and note
         disclosures which are normally included in annual financial statements
         prepared in accordance with generally accepted accounting principles
         have been omitted pursuant to those rules and regulations. The
         information presented in the unaudited consolidated financial
         statements reflects all adjustments, which are, in the opinion of the
         management, necessary to present fairly the Company's financial
         position and the results of operations for the interim periods. The
         consolidated format is designed to be read in conjunction with the
         Company's Form 10-SB/A. For further information refer to the
         consolidated financial statements and the notes thereto included in the
         Company's Form 10-SB/A for the year ended December 31, 1999 filed with
         the Securities and Exchange Commission filed on May 12, 2000.

         The results of operations for the nine months ended September 30, 2000
         are not necessarily indicative of results to be expected for the entire
         year.

         The consolidated financial statements include the accounts of the
         Company and its subsidiaries. Intercompany balances and transactions
         have been eliminated in consolidation.

2.       Reclassification. Certain 1999 amounts have been reclassified to be
         consistent with the 2000 presentation. These reclassifications did not
         have an impact on the 1999 results of operations of financial position.

3.       As of September 30, 2000 there were 2,000 shares of Preferred Stock
         outstanding, convertible into 875,000 common shares. Also, there were
         options to purchase 2,464,800 shares of common stock outstanding at
         September 30, 2000. The impact of the assumed conversion of the
         preferred stock was not included in the computation of diluted earnings
         per share because the effect of the assumed conversion had an
         antidilutive effect.

         For purposes of presenting earnings per share, common stock issued to
         effectuate the transaction with Winthrop Industries, Inc. and in the
         exchange between Compass Knowledge Group, Inc. and Rehabilitation
         Training Institute, Inc. are assumed to have been outstanding for the
         period ended September 30, 1999. Accordingly, the earnings per share
         presentation for this period has been labeled as pro forma earnings per
         share.

4.       We have not recorded an income tax provision due to recurring losses.
         As a result of the uncertainty of the timing of the net operating loss
         carryforwards, no net deferred tax asset has been recorded.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION.

         The following discussion should be read in conjunction with the more
         detailed information included in our consolidated financial statements
         and accompanying notes, as well as the other financial information
         appearing elsewhere in this report. The following discussion may
         contain certain forward-looking statements that involve risks and
         uncertainties. Such statements consist of any statement other than a
         recitation of historical fact and can be identified by the use of
         forward-looking terminology such as "may," "expect," "anticipate,"
         "estimate" or "continue" or the negative thereof, other variations
         thereof, or comparable terminology. Readers are cautioned not to place
         undue reliance on forward-looking statements, which reflect
         management's opinions only as of the date hereof. We undertake no
         obligation to revise or publicly release the results of any revision to
         these forward-looking statements. Forward-looking statements are
         subject to certain risks and uncertainties that could cause actual
         results to differ materially from those reflected in such
         forward-looking statements. Such statements are made pursuant to the
         safe harbor provisions of the Private Securities Litigation Reform Act
         of 1995. The risks and uncertainties we face include, but are not

                                       6

<PAGE>   7

         limited to, those discussed in the section entitled "Risk Factors"
         included in this report. Readers should carefully review these risk
         factors as well as other risk factors described in other documents we
         file from time to time with the Securities and Exchange Commission,
         including Form 10-SB filed with the Securities and Exchange Commission
         filed on May 12, 2000, Annual Reports on Form 10-K and Quarterly
         Reports on Form 10-Q.

         OVERVIEW

                  The following discussion of our results of operations and
         financial condition should be read in conjunction with the text and
         consolidated financial statements and the notes thereto as included in
         our Form 10-SB/A for the fiscal year ended December 31, 1999, filed
         with the Securities and Exchange Commission on May 12, 2000. Our
         operating results for the three and nine month periods ended September
         30, 2000 are not necessarily indicative of the results that may be
         expected for the year ended December 31, 2000. The balance sheet at
         December 31, 1999 has been derived from the audited financial
         statements at that date but does not include all of the information and
         footnotes required by generally accepted accounting principles for
         complete financial statements.

                  Because of the somewhat seasonal pattern of student
         enrollments and the academic calendar, which affect the results of
         operations and the timing of cash inflows, we believe that comparisons
         of our results of operations should be made to the corresponding period
         in the preceding year. Comparisons of financial position should be made
         to both the end of the previous fiscal year and to the end of the
         corresponding period in the preceding year. Because of the seasonality
         of student enrollments, our first, second and fourth quarters have
         historically represented the periods of highest revenues and net income
         within a fiscal year.

         RESULTS OF OPERATIONS

                  Set for below is certain of our selected consolidated
         financial and operating information for the three months and nine
         months ended September 30, 2000 and the comparable period in 1999. The
         selected consolidated financial information is derived from our
         consolidated financial statements for such periods. The information set
         forth below should be read in conjunction with Management's Discussion
         and Analysis of Financial Conditions and Results of Operations and our
         Consolidated Financial Statements and Notes thereto.

<TABLE>
<CAPTION>

                                                     THREE MONTHS ENDED          NINE MONTHS ENDED
                                                       SEPTEMBER 30,                SEPTEMBER 30,
                                                --------------------------   --------------------------
                                                     2000           1999          2000           1999
                                                -----------    -----------   -----------    -----------
<S>                                             <C>            <C>           <C>            <C>
Total student fee revenue                       $   800,251    $   628,889   $ 2,226,778    $ 1,902,053
Gross Profit                                    $   568,621    $   474,406   $ 1,684,777    $ 1,442,391
Net (Loss)/ Income Before Minority Interest     $  (623,380)   $   100,896   $  (724,921)   $   387,222
Net (Loss)/ Income After Minority Interest      $  (623,380)   $    62,226   $  (724,921)   $   239,156
Earnings per share, basic                       $    (0.042)            --   $    (0.049)            --
Earnings per share, diluted                     $    (0.040)            --   $    (0.046)            --
Pro forma earnings per share, basic                      --    $     0.005            --    $     0.020
Pro forma earnings per share, diluted                    --    $     0.005            --    $     0.020

Weighted average shares outstanding
     (in thousands)
              Basic                                  14,833             --        14,778             --
              Diluted                                15,408             --        15,644             --
Pro forma weighted average shares outstanding
     (in thousands)
              Basic and diluted                                     12,250                       12,250


</TABLE>

                                       7
<PAGE>   8




                                                    AT SEPTEMBER 30, 2000
                                                    ---------------------

         Working Capital                                 $  770,595
         Total Current Assets                            $2,186,883
         Total Property and Equipment, net               $  200,708
         Total Current Liabilities                       $1,416,288
         Stockholders' Equity                            $5,414,307


         THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED
         SEPTEMBER 30, 1999

                  Total revenues increased by $171,362 to $800,251 for the three
         months ended September 30, 2000 from $628,889 for the comparable 1999
         period, representing an increase of 27.2%. The increase is primarily
         due to growth in our non-degree business, which increased by $159,607,
         or 116%, to $297,732 for the three months ended September 30, 2000
         compared to $138,125 in the year ago period. The increase was driven by
         the contribution from the August 2000 acquisitions of Jamita, Inc.
         ("Jamita") and Rutherford Learning Group ("RLG"), combined with
         revenues from two new non-degree programs launched during the September
         2000 quarter. The revenue gains were partially offset by the negative
         revenue impact of not offering several unprofitable non-degree programs
         that were sold during the comparable year ago period. Our degree
         program business grew by 2.4%, to $502,519 for the three months ended
         September 30, 2000, from $490,764 for the comparable 1999 period. The
         increase in core degree revenue reflects the addition of our new degree
         program, Administration of Criminal Justice, which we launched during
         the September 2000 quarter.

                  Gross profit increased by 19.9%, to $568,621 for the three
         months ended September 30, 2000 from $474,406 for the comparable 1999
         period. This increase is principally due to the contribution of our
         non-degree business, driven by the Jamita and RLG acquisitions. Our
         gross profit margin declined to 71.1% for the three months ended June
         30, 2000 from 75.4% for the comparable 1999 period reflecting start-up
         inefficiencies associated with the launch of one new degree program and
         two new non-degree programs.

                  Operating expenses increased by $823,181 to $1,201,167 for the
         three months ended September 30, 2000 from $377,986 for the three
         months ended September 30, 1999, representing an increase of 218%. The
         increase is primarily due to the growth in our personnel, from 12
         full-time employees on September 30, 1999 to 41 full-time employees at
         September 30, 2000, which resulted in a significant increase in payroll
         and other employee related costs as well as higher infrastructure
         related expenses. The growth in personnel and infrastructure are
         directly related to our plans to grow our business, both internally and
         through acquisitions. The third quarter 2000 expenses reflected the
         first full quarter of expenses associated with a number of key
         executives hired during the second quarter of 2000 as well as the
         addition of several highly talented business development and support
         employees hired during the third quarter. We believe our current team
         is presently adequate to support our planned growth. Therefore, we
         expect the growth in general and administrative to slow in future
         quarters. In addition to personnel and infrastructure costs, sales
         expenses, travel expenses, consulting costs and professional fees
         increased over the year ago period reflecting our aggressive efforts to
         establish and launch new programs.

                  Interest income increased by $38,898 to $44,167 for the three
         months ended September 30, 2000 as compared to the comparable 1999
         period. The increase was due to the investment, in short term and
         liquid financial instruments, of funds raised during the fourth quarter
         of 1999.

                  There was no minority interest in net income of subsidiary for
         the three months ended September 30, 2000 compared to $38,670 in the
         comparable 1999 period. We own 100% of all of our subsidiaries
         following our purchase, in the fourth quarter of 1999, of the 35.5%
         interest the University of Florida foundation owned in, Intelicus, L.C.
         except for Jamita which has a 10% minority ownership.



                                       8
<PAGE>   9



                  As a result of the above changes, net income declined by
         $650,605, resulting in a net loss of $588,379 for the three months
         ended September 30, 2000 compared with net income of $62,226 in the
         comparable 1999 period.

         NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
         SEPTEMBER 30, 1999

                  Total revenues increased by $324,725 to $2,226,778 for the
         nine months ended September 30, 2000 from $1,902,053 for the comparable
         1999 period, representing an increase of 17.1%. The increase is
         primarily due to growth of our degree business, which increased by
         $323,326, or 24.2%, to $1,657,709 for the nine months ended September
         30, 2000 compared to $1,334,383 in the year ago period. Growth in our
         PhD programs combined with the launch of a new degree program in the
         third quarter of 2000 drove the increase. Our non-degree program
         revenue was up 0.2% for the nine months ended September 30, 2000, to
         $569,069 from $567,670, an increase of $1,399. The contribution from
         the August 2000 acquisitions of Jamita and RLG, combined with revenues
         from three new non-degree programs launched during 2000 was offset by
         the impact of not offering several non-degree programs that were sold
         during the comparable 1999 period.

                  Gross profit increased by 16.8%, to $1,684,777 for the nine
         months ended September 30, 2000 from $1,442,391 for the comparable 1999
         period. This increase is principally due to the growth in our degree
         program business combined with new margin dollars from the non-degree
         programs provided by the Jamita and RLG acquisitions partially offset
         by reduced margin contribution from other non-degree business. Our
         gross profit margin declined to 75.7% for the nine months ended June
         30, 2000 from 75.8% for the comparable 1999 period.

                  Operating expenses increased by $1,441,539 to $2,495,492 for
         the nine months ended September 30, 2000 from $1,053,953 for the nine
         months ended September 30, 1999, representing an increase of 137%. The
         increase is primarily due to the growth in our personnel, from 12
         full-time employees on September 30, 1999 to 41 full time employees at
         September 30, 2000, which resulted in a significant increase in payroll
         and other employee related costs as well as higher infrastructure
         related expenses. The growth in personnel and infrastructure are
         directly related to our plans to grow, both internally and through
         acquisitions, our business. We believe our current team is largely
         adequate to support our planned growth. Therefore, we expect the growth
         in general and administrative to slow in future quarters. In addition
         to personnel and infrastructure costs, sales expenses, travel expenses,
         consulting costs and professional fees increased over the year ago
         period reflecting our aggressive efforts to establish new programs and
         affiliations with educational institutions and other prospective
         partners.

                  Net interest income increased by $196,831 to $195,615 for the
         nine months ended September 30, 2000 as compared to the comparable 1999
         period. The increase was due to the investment, in short term and
         liquid financial instruments, of funds raised during the fourth quarter
         of 1999.

                  There was no minority interest in net income of subsidiary for
         the nine months ended September 30, 2000 compared to $148,066 in the
         comparable 1999 period. We own 100% of all of our subsidiaries
         following our purchase, in the fourth quarter of 1999, of the 35.5%
         interest the University of Florida foundation owned in, Intelicus, L.C.
         except for Jamita which has a 10% minority ownership.

                  As a result of the above changes, net income declined by
         $1,002,322, resulting in a net loss of $615,100 for the nine months
         ended September 30, 2000 compared with net income of $387,222 in the
         comparable 1999 period.

         LIQUIDITY AND CAPITAL RESOURCES

                  Our cash and cash equivalents amounted to $1,442,637 at
         September 30, 2000, compared to $4,781,033 at December 31, 1999. The
         net cash used in our operations was $998,926 for the nine months ended
         September 30, 2000 compared to operations providing $145,570 in the
         comparable 1999 period. We have extended our scope of operations by





                                       9
<PAGE>   10



         investing in the identification, contracting of, repurposing and
         marketing our new degree and non-degree programs. Four of these
         programs have been launched through September 30, 2000 while several
         others will be launched over the next few quarters. These investments
         increased direct marketing and content costs of $518,032 and $474,405
         respectively, for the nine months ended September 30, 2000.

                  We spent $2,080,151 to acquire Jamita and RLG. Of that amount,
         $1,875,000 in cash was paid to Jamita, $50,000 in cash was paid to RLG
         and $155,151 constituted deal expenses. The details of the Jamita and
         RLG transactions are described in the 8K/A filed by us on October 30,
         2000.

                  We used $149,497 in investing activities during the nine
         months ended September 30, 2000 compared with $9,815 in the comparable
         1999 period. The increase was primarily for the purchase of computers
         and other office equipment directly related to the increase in
         personnel and programs.

                  We used $109,822 in financing activities during the nine
         months ended September 30, 2000 compared with $55,000 in the comparable
         1999 period. The increase is due the payment of preferred dividends
         related to the November 1999 sale of $1,750,000 of preferred stock.

                  We expect the cash generated from operations and our current
         cash and cash equivalents to meet our working capital and capital
         expenditure requirements for at least the next 12 months unless
         additional cash is needed for acquisitions. Beyond the next 12 months,
         we may need to obtain additional debt and/or equity financing to fund
         our operations and anticipated growth. There is no assurance that such
         funds will be available to us.

         SEASONALITY

                  We typically offer courses during all three semesters
         (fall-August through December; spring-December through April; and
         summer-May through August) of the school year. We believe that the
         summer semester typically experiences lower enrollment of new students
         as well as an increase in the number of students taking a "break" from
         their programs.

         RISK FACTORS

         AS INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
         BEFORE DECIDING TO INVEST IN SHARES OF OUR COMMON STOCK, PLEASE
         CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND THE OTHER INFORMATION
         IN THIS REPORT AS WELL AS OTHER RISK FACTORS DESCRIBED IN OTHER
         DOCUMENTS WE FILE FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE
         COMMISSION, INCLUDING OUR FORM 10-SB, ANNUAL REPORTS ON FORM 10-K AND
         THE QUARTERLY REPORTS ON FORM 10-Q. ANY OF THE FOLLOWING RISKS COULD
         SERIOUSLY HARM OUR BUSINESS AND RESULTS OF OPERATIONS. AS A RESULT, THE
         TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU COULD LOSE
         PART OR ALL OF YOU INVESTMENT.

         A FAILURE TO MANAGE OUR GROWTH COULD ADVERSELY AFFECT OUR BUSINESS

                  Our strategy is to grow aggressively, both internally and
         through acquisitions. This strategy will place significant demands on
         our financial, operational, and management resources and will expose us
         to a variety of risks. Our growth has resulted in an increase in the
         level of responsibility for our key personnel. Expenses arising from
         our efforts to integrate our recent acquisitions, develop new products,
         or increase our existing market penetration could have an adverse
         impact on our business, results of operations, and financial condition.

                  We might not be able to integrate our acquisitions
         successfully or to manage any addition products and services resulting
         from such acquisitions. We might experience slower than expected
         integration efforts. In addition, our recent acquisitions of Jamita and
         the Rutherford Learning Group involve products or services in areas in
         which we have not previously operated. These acquisitions as well as
         similar types of acquisition or development will require our management
         to develop expertise in new areas and to attract new customers, both of
         which may be difficult to do.




                                       10
<PAGE>   11



         WE HAVE RESTRUCTURED OUR SALES FORCE RECENTLY, AND WE DO NOT KNOW YET
         IF WE HAVE RESOLVED THE TRANSITION ISSUES

                  We historically have relied heavily on our telemarketing sales
         force. Recently, we have restructured our sales force and added a
         business development group to provide, among other things, specialized
         expertise corporate business development, additional vertical markets
         and product areas. Management will continue to address these transition
         issues in fiscal 2000 by making additional adjustments within our sales
         organization. The transition issues associated with this restructuring
         may recur, and our revenue growth rates may decline and expenses may
         increase in future quarters.

         WE MAY ENGAGE IN ACQUISITIONS, AND WE MAY BE UNABLE TO INTEGRATE ANY
         NEW OPERATIONS, TECHNOLOGIES, PRODUCTS OR PERSONNEL

                  As part of our business strategy, we expect to engage in joint
         ventures and alliances as well as to continue to acquire businesses
         that offer complementary products, services and technologies. Any
         ventures, alliances, acquisitions or investments will be accompanied by
         certain risks. These risks include, among other things, the:

         o        difficulty of assimilating the operations and personnel of the
                  targeted businesses,

         o        potential disruption of our ongoing business,

         o        distraction of management from our core business,

         o        inability of management to maximize our financial and
                  strategic position,

         o        increase in general and administrative expenses,

         o        expansion of management information systems,

         o        need for greater facilities requirements,

         o        increase in overall headcount,

         o        maintenance of uniform standards, controls, procedures and
                  policies, and

         o        impairment of relationships with employees and clients as a
                  result of any integration of new management personnel

                  Any of these factors could have a material adverse effect on
         our business, results of operations or financial conditions,
         particularly in the case of a larger acquisition.

                  Consideration paid for future acquisitions could be in the
         form of:

         o        cash,

         o        stock,

         o        rights to purchase stock, or

         o        a combination of the above types of consideration.

                  While we intend to participate in only accretive transactions,
         dilution of existing stockholders and to earnings per share may result
         in connection with any such future acquisitions. Our integration
         processes may also not be successful and the anticipated benefits of
         any past or future acquisition may not be realized.

         SOME OF OUR PRODUCTS ARE LESS PROFITABLE THAN OTHERS

                  Some of our revenues are derived from products such as our
         certificate programs which, as a percentage of revenues, currently
         require a higher level of development, distribution and support
         expenditures compared to some of our degree programs. To the extent
         that revenues generated from these products become a greater percentage
         of our total revenues, our operating margins will decrease, unless the
         expenses associated with these products decline as a percentage of
         revenues.

         OUR STOCK PRICE MAY BE VOLATILE

                  The market price of our common stock has experienced
         significant fluctuations and may continue to fluctuate significantly.
         The trading price of our common stock could be subject to wide
         fluctuations in response to various factors, some of which are beyond
         our control, including:




                                       11
<PAGE>   12


         o        unanticipated adverse market conditions,

         o        actual or anticipated variations in quarterly results of
                  operations,

         o        changes in our intellectual property rights or our
                  competitors,

         o        announcements of technological innovations,

         o        our introduction of new programs, products or services or
                  changes in product pricing by our competitors, o changes in
                  financial estimates, o announcement of significant
                  acquisitions, strategic partnerships, joint ventures or
                  capital commitments by us or our competitors, and

         o        additions or departures of key personnel.

                  The stock prices for many companies in the education sector
         have experienced wide fluctuations, which often have been unrelated to
         their operating performance. These fluctuations may adversely affect
         the market price of our common stock.

         THE MARKET FOR DISTANCE LEARNING IN HIGHER EDUCATION CONTINUES TO
         DEVELOP.

                  The market for distance learning continues to develop, but
         still remains only a small portion of the overall higher education
         market. Our success will depend upon colleges, universities,
         associations and companies continuing to implement distance learning
         programs. To date, we have entered into contracts with only five
         universities. Any failure of online learning to gain continuing market
         acceptance would have a material adverse effect on our business and
         financial results.

         WE OPERATE IN A HIGHLY COMPETITIVE MARKET AND WE MAY NOT HAVE ADEQUATE
         RESOURCES TO COMPETE SUCCESSFULLY.

                  The distance learning market continues to quickly evolve and
         is subject to rapid technological change and is extremely competitive
         in nature. Our competitors vary in size and in the scope and breadth of
         the products and services they offer. Competition is most intense from
         colleges' and universities' internal information technology
         departments. Some colleges and universities construct online learning
         systems utilizing in-house personnel and creating their own software or
         purchasing software components from a vendor. We also face significant
         competition from a variety of companies including:

         o        other companies which seek to offer a complete solution
                  including software and services;

         o        companies which provide large libraries of content;

         o        software companies with specific products for the college and
                  university market;

         o        systems integrators; and

         o        hardware vendors.

                  Other competitors in this market include a wide range of
         education and training providers. These companies use video, cable,
         correspondence, CD-ROM, computer-based training, and online training.

                  We believe that the level of competition will continue to
         increase as current competitors increase the sophistication of their
         offerings and as new participants enter the market. Many of our current
         and potential competitors have longer operating histories, larger
         customer bases, greater brand recognition and significantly greater
         financial, marketing and other resources than we do and may enter into
         strategic or commercial relationships with larger, more established and
         well-financed companies. Certain competitors may be able to secure
         alliances with customers and affiliates on more favorable terms, devote
         greater resources to marketing and promotional campaigns and devote
         substantially more resources to systems development than we can. In
         addition, new technologies and the expansion of existing technologies
         may increase the competitive pressures we face. Increased competition
         may result in reduced operating margins, our inability to achieve
         projected market share and brand recognition. We may not be able to
         compete successfully against current and future competitors, and
         competitive pressures we face could have a material adverse effect on
         our business and financial results.




                                       12
<PAGE>   13



         OUR MARKET IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE.

                  The market for our products and services is characterized by
         rapid technological change, changes in customer demands and evolving
         industry standards. The introduction of services embodying new
         technologies and the emergence of new industry standards can render
         existing services obsolete and unmarketable. To succeed, we must
         address the increasingly sophisticated needs of higher education by
         improving our software and services to keep pace with technological
         developments, emerging industry standards and customer requirements.
         Presently, we purchase our technology from third party vendors as we
         have no proprietary technology. While we continue to strive to upgrade
         our technology and seek to acquire companies with state of the art
         technology, we may not be competitively successful in the future.

         TITLE IV AND OTHER GOVERNMENT REGULATIONS COULD ADVERSELY AFFECT OUR
         BUSINESS.

                  Our operating results could be materially impaired if our
         revenue splits with our Knowledge Partners are deemed to be "incentive
         payments" under Title IV or we become subject to burdensome government
         regulation and legal uncertainties.

         OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY AND MAY BE
         BELOW EXPECTATIONS.

                  The following factors may affect our quarterly, as well as our
         annual, operating results:

         o        our ability to attract and retain colleges, universities,
                  associations and companies;

         o        our ability to successfully implement our proposed distributed
                  learning programs;

         o        the amount and timing of operating costs and capital
                  expenditures relating to expansion of our business;

         o        our introduction of new or enhanced services and products, and
                  similar introductions by our competitors;

         o        our ability to upgrade and develop our systems and
                  infrastructure;

         o        our ability to attract, motivate and retain personnel; and

         o        technical difficulties in delivering our services.

                  As a result, we believe that our prior sales and operating
         results may not necessarily be meaningful, and that such comparisons
         may not be accurate indicators of future performance. Just because our
         business grew substantially during the last two years, we can give no
         assurance that these percentages will reflect the ongoing pattern of
         our business.

         PART II - OTHER INFORMATION

         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)      List of Exhibits

         10.8     Employment Agreement dated May 1, 2000 between Anthony R.
                  Ruben and Compass Knowledge Holdings, Inc.

         10.9     Employment Agreement dated May 1, 2000 between Ramsey Hashem
                  and Compass Knowledge Holdings, Inc.

         27       Financial Data Schedule




                                       13
<PAGE>   14


(b)      Reports on Form 8-K

              On August 23, 2000 we filed Form 8-K (pursuant to Items 2 and 7)
              whereby we acquired all of the capital stock of Jamita, Inc.
              (Jamita) and Rutherford Learning Group, Inc. (RLG). Pursuant to
              the Jamita agreement, we paid the Jamita shareholders $1.875
              million (before contingent consideration) solely in cash. In
              addition, we issued, in escrow, 562,500 shares of our common stock
              valued at $2.00 per share for distribution to the Jamita
              shareholders subject to Jamita having net collections of
              approximately $1 million in the first fiscal year following the
              closing.

              Pursuant to the RLG agreement, we paid Michael Rutherford, the
              sole shareholder, $50,000 in cash and issued him 125,000 shares of
              our common stock valued at $2.00 per share and 10% of the total
              issued and outstanding capital stock of Jamita.

              On October 13, 2000 we filed Form 8K/A whereby we submitted the
              financial information required pursuant to Item 7.

                                   SIGNATURES

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

                                        COMPASS KNOWLEDGE HOLDINGS, INC.


Date:    NOVEMBER 7, 2000                BY: /s/ ROGERS W. KIRVEN, JR.
                                         ------------------------------------
                                         Chief Executive Officer and Director

Date:    NOVEMBER 7, 2000                BY: /s/ ANTHONY RUBEN
                                         ------------------------------------
                                         Chief Financial Officer and Treasurer



                                       14