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WASHINGTON, D.C. 20549

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FORM 10-QSB

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(Mark One)

| | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2002

OR

| | o | 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

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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

| | NEVADA (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |  | 87-0471549 (IRS EMPLOYER IDENTIFICATION NUMBER) | 
| | --------------------------------------------------------------------- |  | ----------------------------------------------- | 

2710 REW CIRCLE, SUITE 100OCOEE, 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.

Yes x No o

There were 15,861,250 shares outstanding of the Registrants common
stock, $0.001 par value, as of August 14, 2002.

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COMPASS KNOWLEDGE HOLDINGS, INC.FORM 10-QSBFor the Quarter ended June 30, 2002

|          |  |                                                                                                     | Page
|--------- |  | --------------------------------------------------------------------------------------------------- | ----
|PART I   |  | FINANCIAL INFORMATION                                                                               |     
|          |  |                                                                                                     |     
|Item 1    |  | Financial Statements                                                                                |     
|          |  |                                                                                                     |     
|          |  | Consolidated Balance Sheet as of June 30, 2002 and December     31, 2001                            | 3   
|          |  |                                                                                                     |     
|          |  | Consolidated Statements of Operations for the Three and Six     Months ended June 30, 2002 and 2001 | 4   
|          |  |                                                                                                     |     
|          |  | Consolidated Statements of Cash Flows for the Six Months     ended June 30, 2002 and 2001           | 5   
|          |  |                                                                                                     |     
|          |  | Notes to Financial Statements                                                                       | 6   
|          |  |                                                                                                     |     
|Item 2    |  | Managements Discussion and Analysis of Results of     Operations and Financial Condition           | 9   
|          |  |                                                                                                     |     
|          |  |                                                                                                     |     
|          |  |                                                                                                     |     
|PART II  |  | OTHER INFORMATION                                                                                   |     
|          |  |                                                                                                     |     
|Item 2    |  | Changes in Securities                                                                               | 23  
|          |  |                                                                                                     |     
|Item 4    |  | Submission of Matters to a Vote of Security Holders                                                 | 23  
|          |  |                                                                                                     |     
|Item 5    |  | Other Information                                                                                   | 24  
|          |  |                                                                                                     |     
|Item 6    |  | Exhibits and Reports on Form 8-K                                                                    | 25  
|          |  |                                                                                                     |     

|           |   
|---------- | --
|           |   
|SIGNATURES | 25
|           |   
|           |   



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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COMPASS KNOWLEDGE HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(in Thousands)AS OF JUNE 30, 2002 AND DECEMBER 31, 2001

|                                                                                                                                                                                      |  | June 30,2002 |        | December 31,2001 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | ---------------- | -
|                                                                                                                                                                                      |  |              |        |                  |  
|                                                                                                                                                                                      |  | (Unaudited)  |        | (Audited)        |  
|ASSETS                                                                                                                                                                                |  |              |        |                  |  
|CURRENT ASSETS:                                                                                                                                                                       |  |              |        |                  |  
|Cash                                                                                                                                                                                  |  | $            | 198    |                  | $
|Accounts receivable, net of allowance      for doubtful accounts of $30 & $0 at June 30, 2002      and December 31,
2001, respectively                                                |  |              | 317    |                  |  
|Note receivable                                                                                                                                                                       |  |              | 75     |                  |  
|Prepaid expenses                                                                                                                                                                      |  |              | 79     |                  |  
|Other assets, net                                                                                                                                                                     |  |              | 691    |                  |  
|                                                                                                                                                                                      |  |              |        |                  |  
|Total current assets                                                                                                                                                                  |  |              | 1,360  |                  |  
|                                                                                                                                                                                      |  |              |        |                  |  
|PROPERTY AND EQUIPMENT, net                                                                                                                                                           |  |              | 254    |                  |  
|GOODWILL, net                                                                                                                                                                         |  |              | 2,184  |                  |  
|OTHER ASSETS, net                                                                                                                                                                     |  |              | 739    |                  |  
|                                                                                                                                                                                      |  |              |        |                  |  
|Total assets                                                                                                                                                                          |  | $            | 4,537  |                  | $
|                                                                                                                                                                                      |  |              |        |                  |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                  |  |              |        |                  |  
|CURRENT LIABILITIES:                                                                                                                                                                  |  |              |        |                  |  
|Accounts payable and accrued expenses                                                                                                                                                 |  | $            | 505    |                  | $
|Deferred student fees                                                                                                                                                                 |  |              | 823    |                  |  
|Note payable-current portion                                                                                                                                                          |  |              |       |                  |  
|                                                                                                                                                                                      |  |              |        |                  |  
|Total current liabilities                                                                                                                                                             |  |              | 1,328  |                  |  
|                                                                                                                                                                                      |  |              |        |                  |  
|Total liabilities                                                                                                                                                                     |  |              | 1,328  |                  |  
|                                                                                                                                                                                      |  |              |        |                  |  
|STOCKHOLDERS EQUITY:                                                                                                                                                                 |  |              |        |                  |  
|Preferred stock, 5,000,000 shares authorized, 2,000 shares issued and outstanding                                                                                                     |  |              | 1,667  |                  |  
|Common stock, $0.001 par value; 50,000,000 shares authorized, 15,861,250 and       15,861,250 shares issued and outstanding at June 30, 2002 and December
31,       2001 respectively |  |              | 16     |                  |  
|Additional paid-in-capital                                                                                                                                                            |  |              | 6,020  |                  |  
|Unearned compensation                                                                                                                                                                 |  |              |       |                  |  
|Accumulated deficit                                                                                                                                                                   |  |              | (4,494 | )                |  
|                                                                                                                                                                                      |  |              |        |                  |  
|Total stockholders equity                                                                                                                                                            |  |              | 3,209  |                  |  
|                                                                                                                                                                                      |  |              |        |                  |  
|Total liabilities and stockholdersequity                                                                                                                                             |  | $            | 4,537  |                  | $
|                                                                                                                                                                                      |  |              |        |                  |  

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



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COMPASS KNOWLEDGE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)(in thousands, except share and per share amounts)FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002

|                                                                                                       |  | For the Three Months EndedJune 30, |            | For the Six Months EndedJune 30, |  
|------------------------------------------------------------------------------------------------------ |  | ---------------------------------- | ---------- | -------------------------------- | -
|                                                                                                       |  |                                    |            |                                  |  
|                                                                                                       |  | 2002                               |            | 2001                             |  
|                                                                                                       |  |                                    |            |                                  |  
|TOTAL STUDENT FEE REVENUE                                                                              |  |                                    |            |                                  |  
|Net student fee revenue from degree programs                                                           |  | $                                  | 883        |                                  | $
|Gross student fee revenue from non-degree       programs                                               |  |                                    | 190        |                                  |  
|Gross revenue from subscriptions and consulting       services                                         |  |                                    | 309        |                                  |  
|Other revenue                                                                                          |  |                                    | 4          |                                  |  
|                                                                                                       |  |                                    |            |                                  |  
|Total revenue                                                                                          |  |                                    | 1,386      |                                  |  
|INSTRUCTION COSTS AND SERVICES                                                                         |  |                                    | 452        |                                  |  
|                                                                                                       |  |                                    |            |                                  |  
|Gross profit                                                                                           |  |                                    | 934        |                                  |  
|                                                                                                       |  |                                    |            |                                  |  
|OPERATING EXPENSES                                                                                     |  |                                    |            |                                  |  
|Selling and promotional                                                                                |  |                                    | 164        |                                  |  
|General and administrative                                                                             |  |                                    | 656        |                                  |  
|                                                                                                       |  |                                    |            |                                  |  
|Total operating expenses                                                                               |  |                                    | 820        |                                  |  
|                                                                                                       |  |                                    |            |                                  |  
|INCOME (LOSS) FROM OPERATIONS                                                                          |  |                                    | 114        |                                  |  
|                                                                                                       |  |                                    |            |                                  |  
|OTHER INCOME (EXPENSE)                                                                                 |  |                                    |            |                                  |  
|Interest income                                                                                        |  |                                    | 3          |                                  |  
|Interest expense                                                                                       |  |                                    | (1         | )                                |  
|                                                                                                       |  |                                    |            |                                  |  
|Total other income                                                                                     |  |                                    | 2          |                                  |  
|                                                                                                       |  |                                    |            |                                  |  
|INCOME (LOSS) BEFORE PREFERRED    DIVIDENDS AND CUMULATIVE EFFECT OF    CHANGE IN ACCOUNTING PRINCIPLE |  |                                    | 116        |                                  |  
|CUMULATIVE EFFECT OF CHANGE IN     ACCOUNTING PRINCIPLE                                                |  |                                    |           |                                  |  
|                                                                                                       |  |                                    |            |                                  |  
|INCOME (LOSS) BEFORE PREFERRED    DIVIDENDS                                                            |  |                                    | 116        |                                  |  
|LESS: PREFERRED STOCK DIVIDENDS                                                                        |  |                                    | (35        | )                                |  
|                                                                                                       |  |                                    |            |                                  |  
|NET INCOME (LOSS) AVAILABLE TO    COMMON STOCKHOLDERS                                                  |  | $                                  | 81         |                                  | $
|                                                                                                       |  |                                    |            |                                  |  
|EARNINGS PER SHARE                                                                                     |  |                                    |            |                                  |  
|Basic                                                                                                  |  | $                                  | 0.005      |                                  | $
|                                                                                                       |  |                                    |            |                                  |  
|Diluted                                                                                                |  | $                                  | 0.005      |                                  | $
|                                                                                                       |  |                                    |            |                                  |  
|WEIGHTED AVERAGE SHARES    OUTSTANDING                                                                 |  |                                    |            |                                  |  
|Basic                                                                                                  |  |                                    | 15,861,250 |                                  |  
|                                                                                                       |  |                                    |            |                                  |  
|Diluted                                                                                                |  |                                    | 15,918,213 |                                  |  
|                                                                                                       |  |                                    |            |                                  |  

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



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COMPASS KNOWLEDGE HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(in Thousands)FOR THE SIX MONTHS ENDED JUNE 30, 2002

|                                                                                                          |  | 2002 |        | 2001 |  
|--------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | -
|                                                                                                          |  |      |        |      |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                     |  |      |        |      |  
|Net income (loss) before preferred stock dividends                                                        |  | $    | (1,831 | )    | $
|                                                                                                          |  |      |        |      |  
|Adjustments to reconcile net (loss) income to net cash provided by (used for)       operating activities- |  |      |        |      |  
|Depreciation and amortization                                                                             |  |      | 493    |      |  
|Transitional goodwill impairment loss                                                                     |  |      | 2,000  |      |  
|Write-off Content Development                                                                             |  |      | 110    |      |  
|Write-off Direct Marketing                                                                                |  |      | 33     |      |  
|Amortization of unearned compensation                                                                     |  |      | 0      |      |  
|Stock-based compensation                                                                                  |  |      | 33     |      |  
|                                                                                                          |  |      |        |      |  
|Decrease (increase) in operating assets and liabilities-                                                  |  |      |        |      |  
|Accounts receivable                                                                                       |  |      | (256   | )    |  
|Provision for losses on accounts receivable                                                               |  |      | 30     |      |  
|Prepaid expenses                                                                                          |  |      |       |      |  
|Other current assets                                                                                      |  |      | 54     |      |  
|Other long-term assets                                                                                    |  |      |       |      |  
|Accounts payable and accrued expenses                                                                     |  |      | (226   | )    |  
|Deferred revenue                                                                                          |  |      | 135    |      |  
|                                                                                                          |  |      |        |      |  
|Net cash provided by operating activities                                                                 |  |      | 575    |      |  
|                                                                                                          |  |      |        |      |  
|                                                                                                          |  |      |        |      |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                     |  |      |        |      |  
|Purchases of property and equipment                                                                       |  |      | (61    | )    |  
|Cash payments for content development costs                                                               |  |      | (287   | )    |  
|Cash payments for direct marketing costs                                                                  |  |      | (341   | )    |  
|Acquisitions, net of cash/divestiture                                                                     |  |      | (49    | )    |  
|                                                                                                          |  |      |        |      |  
|Net cash provided by investing activities                                                                 |  |      | (738   | )    |  
|                                                                                                          |  |      |        |      |  
|                                                                                                          |  |      |        |      |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                     |  |      |        |      |  
|Proceeds from issuance of common stock and warrants                                                       |  |      |       |      |  
|Proceeds from issuance of note payable                                                                    |  |      |       |      |  
|Payment on notes payable                                                                                  |  |      | (50    | )    |  
|Payment of preferred dividend                                                                             |  |      | (70    | )    |  
|                                                                                                          |  |      |        |      |  
|Net cash provided by financing activities                                                                 |  |      | (120   | )    |  
|                                                                                                          |  |      |        |      |  
|                                                                                                          |  |      |        |      |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                      |  |      | (283   | )    |  
|CASH AND CASH EQUIVALENTS, beginning of period                                                            |  |      | 481    |      |  
|                                                                                                          |  |      |        |      |  
|CASH AND CASH EQUIVALENTS, end of period                                                                  |  | $    | 198    |      | $
|                                                                                                          |  |      |        |      |  
|                                                                                                          |  |      |        |      |  
|Supplemental disclosure of cash flow information:                                                         |  |      |        |      |  
|Cash paid during the year for:                                                                            |  |      |        |      |  
|Interest                                                                                                  |  | $    | 3      |      | $
|                                                                                                          |  |      |        |      |  

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



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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-KSB. For further information, refer to the consolidated financial statements and the notes thereto included in the Companys Form 10-KSB for the year ended December 31, 2002 filed with
the Securities and Exchange Commiss ion on March 11, 2002.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | 
| |    |  | The results of operations for the six months ended June 30, 2002 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. |  | As of June 30, 2002 there were 2,000 shares of Preferred Stock outstanding, convertible into 875,000 common shares. Also, there were options to purchase 2,470,400 shares of common stock and warrants to purchase 727,500
shares of common stock outstanding at June 30, 2002. The impact of the assumed conversion of the preferred stock and warrants were not included in the computation of diluted earnings per share because the effect of the assumed conversion had an
antidilutive effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | 
| | 3. |  | During the quarter ended June 30, 2002, the Company granted 95,000 options to employees and directors of the Company to purchase common stock of the Company at an exercise price of $0.25, which will be accounted for under
APB 25. Accordingly, no compensation expense will be recognized in the statement of operations, since the option price was greater or equal to the market value of the Companys common stock at the time of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | 
| | 4. |  | Stock and option-based compensation expense decreased to $88 for the three months ended June 30, 2002 from $82,092 for the three months ended June 30, 2001. The period expense was the result of amortization of deferred
compensation resulting from granting stock options and warrants to outside consultants and financing sources.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | 
| | 5. |  | In accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share, the Company has reported basic earnings per share and diluted earnings per share. The diluted weighted average
common shares outstanding include the assumed exercise of 619,000 options for the three and six-month period ended June 30, 2002. The following assumptions resulted from use of the Treasury Stock Method:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|                                 | Three months ended  June 30, 2002 | Six months ended  June 30, 2002
|-------------------------------- | --------------------------------- | -------------------------------
|Net shares assumed to  be issued | 59,963                            | 63,955                         
|Average Exercise price           | $0.27                             | $0.29                          

| |    |  | The 727,500 warrants with an exercise price ranging from $0.30 to $1.00 per share are excluded because the effect of the assumed conversion had an anti-dilutive
effect.                                                                                               
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | 
| | 6. |  | No provision for income taxes has been recorded for the period ending June 30, 2002, as the periods net income has been offset by tax loss carryforwards. No benefit for income taxes has been recorded for the six
months ending June 30, 2002 or 2001 as the benefit

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> resulting from the operating loss has been entirely offset by a valuation allowance due to the uncertainty surrounding the Companys ability to realize the
> deferred tax assets in the future.

| | 7. |  | On February 5, 2002, Michael J. Etchison, a non-related party, provided the Company with a line of credit in the principal amount of $250,000 (Line of Credit) secured by the assets of the Company. Under the
terms of the Line of Credit, the Company can borrow up to $250,000 with interest payable monthly at a rate of approximately 5% over prime at anytime up to March 1, 2003, unless renewed by the parties. In accordance with the terms of the Line of
Credit, the Company issued to Mr. Etchison a commitment warrant to purchase 75,000 shares of the Companys common stock, $.001 par value, exercisable at anytime within 5 years at an exercise price of $0.30 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | 
| |    |  | On July 19, 2002, the Company drew down $75,000 on the Line of Credit and in connection with same, the Company issued to Mr. Etchison (i) a Promissory Note for $75,000 which will accrue interest at an annual rate
equal to 4.0% over the prime rate charged at the Old National Bank of Evansville, Indiana, as adjusted from time to time; and (ii) a warrant to purchase 37,500 shares of the Companys common stock, $.001 par value, at an exercise of $0.50,
subject to adjustment, at anytime within five (5) years. The Company will pay Mr. Etchison interest only payments monthly with all accrued and unpaid interest together with the entire principal balance due on March 1, 2003. All underlying
securities carry customary piggyback registration rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | 
| |    |  | The proceeds from the $75,000 will be used by the Company for working capital and marketing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | 
| | 8. |  | In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142), effective for fiscal years beginning after December 15,
2001. SFAS 142 requires that goodwill be allocated to reporting units and that goodwill and intangibles assets with indefinite useful lives not be amortized over their useful lives, but rather be tested for impairment upon implementation of this
standard and at least annually thereafter. The transitional impairment test should be completed in the first interim period (or in case of goodwill in the first six months) of the fiscal year in which SFAS 142 is adopted, and any resulting
impairment loss should be recognized as the effect of a change in accounting principle in accordance with Accounting Principles Board Opinion No. 20, Accounting Changes. Any subsequent impairment losses resulting from events or circumstances that
occur after the first day of the fiscal y ear in which SFAS 142 is adopted should be reported as a component of income from continuing or discontinued operations, as appropriate. These statements apply to all business combinations that are initiated
or completed after June 30, 2001 and the effective date of these pronouncements for the Company is January 1, 2002.
| |    | 
| |    |  | As reflected in the Companys Form 10-QSB/A filed with the SEC on August 14, 2002, effective January 1, 2002, the Company adopted the provisions of SFAS 142. In accordance with the provisions of SFAS 142, the Company
completed its initial assignment of previously recognized goodwill to its subsidiaries during the second quarter of 2002. Based on this assignment, management believes that the carrying amount of the net assets (including goodwill) of its
subsidiaries, Educators Learning Network, Inc. (ELNet) and Rutherford Learning Group, Inc. (RLG), exceeded their fair value as a result of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| | Effective July 1, 2001, the Company and its subsidiaries, ELNet and RLG entered into a Settlement and Asset Purchase Agreement with Michael Rutherford, one of two principals in these subsidiaries, whereby (i) the Company
sold to Mr. Rutherford certain assets of RLG, and (ii) Mr. Rutherford
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|  |  | resigned as an officer and director of both ELNet and RLG.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Effective as of the close of business on July 31, 2002, the Company and Dr. Larry Rowedder, the remaining principal of ELNet and RLG, were unable to reach terms with respect to his continued employment with the
Company and as a result, Dr. Rowedders employment agreement with ELNet expired. Until such time as a suitable replacement for Dr. Rowedder is found, the Registrants CEO, Rogers W. Kirven, Jr., will also serve as ELNets
CEO, the Registrants President, Daniel J. Devine, will also serve as ELNets President and Dr. Gloria Pickar will serve as Chief Education Officer for ELNet. Mr. Joel Hagy will continue to serve as ELNets Chief Operating
Officer.                       
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | For the six-month period ending June 30, 2002, ELNet recognized approximately $156,500 less revenue than the year-ago period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | For the six-month period ending June 30, 2002, these ELNet realized approximately $181,597 in net losses (excluding the write-off of goodwill) and approximately $275,000 in negative cash flow.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | Over the past 12 to 18 months, the business sector in which ELNet and RLG operate, the K-12 educators marketplace, has experienced significant and rapid change, including without limitation, significant decreases
in operating budgets, changes in customer demands, implementation of State and Federal teaching and learning standards, decreases in private sector funding for education products and services, and delays and transition issues with respect to
education reform and Federal funding as initiated with the No Child Left Behind Act of 2001, all of which have resulted in longer sale cycles, increased customer attrition and longer than expected accounts receivable collections.

| |  | Based on the foregoing and managements inability to predict with any reasonable degree of accuracy the future prospects of this business sector, management of the Company is of the opinion, based on the
criteria set forth in SFAS 142, that a portion of the goodwill associated with the acquisition of ELNet and RLG which occurred in August of 2000 should be written-off. The fair value of ELNet and RLG was estimated by management using a combination
of traditionally accepted valuation methods (i.e., multiples of revenue and EBITDA as well as discounted cash flow and industry comparables). As a result, management has recorded a transitional goodwill impairment loss of $2,000,000 as the effect of
a change in accounting principle. This loss was reflected in the three month period ended March 31, 2002 as presented in the Companys Form 10-QSB/A filed with the SEC on August 14, 2002. The recognized transitional goodwill impairment loss is
an estimate that has not yet been finalized due to managements inability, at this time to predict, with any reasonable degree of accuracy, the long-term effect of the foregoing described factors. Management expects to finalize this estimate no
later than the end of the year ending December 31, 2002.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A reconciliation of reported net loss available to common stockholders for the three months and six months ended June 30, 2001 to net
loss available to common stockholders adjusted for the impact of SFAS 142 over those same periods is as follows:

|                                                   |  | For the  Three Months Ended  June 30, 2001 |       | For the  Six Months Ended  June 30, 2001 |  
|-------------------------------------------------- |  | ------------------------------------------ | ----- | ---------------------------------------- | -
|                                                   |  |                                            |       |                                          |  
|Reported net loss available to common stockholders |  | $                                          | (607) |                                          | $
|Goodwill amortization                              |  |                                            | 78    |                                          |  
|                                                   |  |                                            |       |                                          |  
|Adjusted net loss available to common stockholders |  | $                                          | (529) |                                          | $
|                                                   |  |                                            |       |                                          |  

8



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|Basic EPS                                          |  |  |         |  |  |         | 
|-------------------------------------------------- |  |  | ------- |  |  | ------- | 
|Reported net loss available to common stockholders |  |  | (0.039) |  |  | (0.068) | 
|Goodwill amortization                              |  |  | 0.005   |  |  | 0.011   | 
|                                                   |  |  |         |  | 
|Adjusted net loss available to common stockholders |  |  | (0.034) |  |  | (0.057) | 
|                                                   |  |  |         |  | 
|                                                   |  |  |         |  |  |         | 
|Diluted EPS                                        |  |  |         |  |  |         | 
|Reported net loss available to common stockholders |  |  | (0.039) |  |  | (0.068) | 
|Goodwill amortization                              |  |  | 0.005   |  |  | 0.011   | 
|                                                   |  |  |         |  | 
|Adjusted net loss available to common stockholders |  |  | (0.034) |  |  | (0.057) | 
|                                                   |  |  |         |  | 

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
|------- | --------------------------------------------------------------------------------------

The following discussion should be read in conjunction with the Consolidated Financial Statements and the related notes that appear elsewhere in this document.

This Report includes forward-looking statements made based on current management expectations pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and actual outcomes may differ materially from what is expressed or forecasted. Factors that could cause future results to differ from
the Companys expectations include the factors described on page 14 of this Report under Special Note Regarding Forward-Looking Statements as well as under Factors Affecting Operating Results And Market Price Of
Securities beginning on page 14 of this Report.

OVERVIEW

During 2001, Compass
experienced a significant period of transition. In early 2001, management undertook a strategic review of its business and established the following objectives for the year: simplify the business, reduce the cost structure, including reductions in
staffing, and return to a path which management believed would lead to sustainable profitability. In connection with these objectives, the Company wrote-off investments in unprofitable programs in the second quarter of 2001, exited its initiatives
to develop multiple new market niches and undertook significant restructuring and other actions, which served to reduce costs and align its operation with its goals of being profitable in 2002. During the first and second quarters of 2002, we
continued to reduce costs and combined with higher revenues and margins, were able to report a profit.

OUTLOOK

The Company intends to increase sales growth by investing in its core products and services through the adoption of a more aggressive execution, pricing and marketing
strategy. At the same time, the Company intends to continue to develop and refine its technology solutions and consulting business as a complement to its core offerings. Likewise, the Company will continue to pursue accretive and synergistic
alliances and acquisitions. Likewise, the Company is in the process of negotiating with several capital sources in anticipation of raising additional capital for the primary purpose of providing additional marketing capital and to close certain
identified acquisitions. Based on this strategy, the Company expects to be profitable in 2002, saving any additional downward adjustments to goodwill as discussed in Note 8 to the Companys financial statements. This prospect is based, in part,
on managements expectation of increased revenues in our degree, subscription and consulting businesses, combined with



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lower levels of general and administrative spending compared to 2001. Actual results may vary depending on the Companys results of operations.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Managements Discussion and Analysis of Financial Condition and Results
of Operations discusses the Companys consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to marketing expenses, customer incentives, student attrition rates, bad debts, intangible assets, income taxes, financing
operations, contractual obligations, restructuring costs, retirement benefits, and contingencies and litigati on. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.

Our significant accounting policies are more fully described in Note 2 to our annual audited consolidated
financial statements included in Form 10-KSB filed with the SEC on March 11, 2002. However, certain of our accounting policies are particularly important to the portrayal of our financial position and results of operations and require the
application of significant judgment by our management; as a result they are subject to an inherent degree of uncertainty. In applying those policies, our management uses its judgment to determine the appropriate assumptions to be used in the
determination of certain estimates. Those estimates are based on our historical experience, terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available from other outside
sources, as appropriate. Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Our significant accounting policies include:

Revenue Recognition. The Company offers
consulting services and three types of educational programs: degree programs, non-degree programs, and subscription-based programs.


For
degree programs, in which certain universities (the University Partners) are responsible for course curricula and for conferring a degree, the Company receives a stated percentage of student fees. For these degree programs, the
Company currently records as revenues only the stated percentage of the student fees paid to the Company by the University Partners. For non-degree programs, in which the Company is responsible for course curricula, the Company records all
student fees as gross revenue. For both degree and non-degree programs, student fees are usually paid prior to the students attendance of the program. The Company defers this revenue and recognizes it as income over the period of instruction.
If a student withdraws from a course or program prior to the start date or expiration of the drop date, the student fees may be refunded or applied to a later seminar. The  Company has based its revenue recognition policy on recent guidance by
the Securities and Exchange Commission (SEC) and the Emerging Issues Task Force (EITF), in EITF Issue No. 99-19, Reporting Revenue Gross versus Net, regarding the recognition of gross versus net revenues for Internet-based entities.

The revenue generated by subscription services is in the form of subscription contracts with the Company. These contracts
are generally for a period of two to three years. Revenue is billed for a six- or twelve-month period in advance and is recognized ratably over the billing and service period. The Company maintains allowances for doubtful accounts for
estimated losses resulting from the inability of its customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be
required.



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The revenues generated by consulting projects is recognized when the service procedures have been completed or
applicable milestones have been achieved.

Other Assets. The Company enters into long-term contracts with its University Partners for
the development and delivery of degree programs. Costs incurred by the Company in entering into these contracts are deferred and amortized over the life of the contract, generally three to seven years.

Under some of the long-term contracts with its University Partners, the Company is responsible for developing and delivering a degree program for the duration of the
contract period. Direct external and internal costs incurred in the design and development of course content and the master copy of course materials are capitalized as content development costs. These costs are recognized as expense
over a period which is the lesser of (i) five years or (ii) the term of the contract.

The Company expenses the production costs of
advertising the first time the advertising takes place, except for direct-response advertising and other direct marketing costs, which are deferred and amortized over their expected period of future benefits. Direct-response advertising
consists primarily of marketing materials mailed to potential students, which include direct response cards. Other direct marketing costs consist primarily of brochures and mailing lists, which will be utilized over future periods. The deferred
costs of the marketing and advertising are amortized over 12 months.

Financial Accounting Standards. In June 2001, the FASB
issued Statement of Financial Accounting Standard (SFAS) No. 141, Business Combinations. This statement requires all business combinations to be accounted for using the purchase method of accounting and continues the recognition of goodwill as an
asset.

In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets. This statement does not permit amortization of
goodwill as was previously required by Accounting Principles Board (APB) Opinion No. 17, Intangible Assets. Under SFAS 142, goodwill will be separately tested for impairment using a fair-value-based approach when an event occurs indicating the
potential for impairment. Any required goodwill impairment charges will be presented as a separate line item within the operating section of the income statement. The change from an amortization approach to an impairment approach applies to
previously recorded goodwill, as well as goodwill arising from acquisitions completed after the application of the new standard.

As
reflected in the Companys Form 10-QSB/A filed with the SEC on August 14, 2002, effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS
142). In accordance with the provisions of SFAS 142, the Company completed its initial assignment of previously recognized goodwill to its subsidiaries during the second quarter of 2002. Based on this assignment, management believed that the
carrying amount of the net assets (including goodwill) of its subsidiaries, Educators Learning Network, Inc. (ELNet) and Rutherford Learning Group, Inc. (RLG), exceeded their fair value. Accordingly, the Company
wrote-off $2,000,000 of goodwill related to ELNet and RLG. For a complete discussion of this matter, please see Note 8 to the Companys financial statements.

RESULTS OF OPERATIONS

Set forth below is certain of our selected consolidated financial and operating information for the three and six months ended June 30, 2002 and the
comparable period in 2001, respectively. 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 Results of Operations and Financial Condition and our Consolidated Financial Statements and Notes thereto.



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|                                                                                                       |  | Three Months endedJune 30                         |            | Six Months EndedJune 30                           |  
|------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------- | ---------- | ------------------------------------------------- | -
|                                                                                                       |  |                                                   |            |                                                   |  
|                                                                                                       |  | (in thousands, except share andper share amounts) |            | (in thousands, except share andper share amounts) |  
|                                                                                                       |  | 2002                                              |            | 2001                                              |  
|                                                                                                       |  |                                                   |            |                                                   |  
|Total revenue                                                                                          |  | $                                                 | 1,386      |                                                   | $
|Gross profit                                                                                           |  | $                                                 | 934        |                                                   | $
|Income (Loss) before Preferred Dividends and    Cumulative effect of change in accounting    principle |  | $                                                 | 116        |                                                   | $
|                                                                                                       |  |                                                   |            |                                                   |  
|Earnings (Loss) per share, basic                                                                       |  | $                                                 | 0.005      |                                                   | $
|Earnings (Loss) per share, diluted                                                                     |  | $                                                 | 0.005      |                                                   | $
|                                                                                                       |  |                                                   |            |                                                   |  
|Weighted average shares outstanding                                                                    |  |                                                   |            |                                                   |  
|Basic                                                                                                  |  |                                                   | 15,861,250 |                                                   |  
|Diluted                                                                                                |  |                                                   | 15,918,213 |                                                   |  

|                     |  | At June 30, 2002 |      
|-------------------- |  | ---------------- | -----
|                     |  |                  |      
|Working Capital      |  | $                | 32   
|Total Current Assets |  | $                | 1,360
|Goodwill, net        |  | $                | 2,184
|Total Assets         |  | $                | 4,537
|Stockholders Equity |  | $                | 3,209

THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001

Total revenues increased by $207 to $1,386 for the three months ended June 30, 2002, from $1,179 in the comparable 2001 period, representing an increase of 17.6%.
Revenues increased in degree and non-degree programs compared to the year ago period. Degree program revenue increased by $338, or 62.0%, to $883 for the three months ended June 30, 2002 from $545 in the comparable 2001 period. This increase is due
to the timing and increased enrollment in the Pharmacy program as well as the impact of new degree programs in the current year. Non-degree revenue increased by $8, or 4.4%, to $190 for the three months ended June 30, 2002 from $182 in the year ago
period. Revenue from subscription and consulting services declined $136, or 30.6%, to $309 in the three months ended June 30, 2002 from $445 in the year ago period. This decrease is due to a decline in subscription revenues from our subsidiary,
Educators Learning Network, Inc. (eLNet).

Gross Profit increased $230, or 32.7%, to $934 for the three months ended June
30, 2002 from $704 in the comparable 2001 period, primarily due to increased overall revenues and improved gross margins. Our gross profit reflects a charge against earnings of $110 to write-off capitalized content development costs we incurred with
respect to several non-degree programs that we decided not to launch in the foreseeable future as compared to $80 of write-offs in the comparable 2001 period. For the three months ended June 30, 2002, our gross profit margin increased to 67.3%,
compared to 59.7% in the comparable 2001 period, reflecting the impact of more efficient delivery of our degree and non-degree programs as well as higher margins associated with our subscription and consulting services.

Operating expenses decreased by $462, or 36%, to $820 for the three months ended June 30, 2002 from $1,282 in the comparable 2001 period. The decrease
was primarily due to the elimination of



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goodwill amortization as a result of the adoption of FASB 142, a reduction in headcount, the waiver of salaries by certain officers and a decreased use of contract laborers.

Net interest income decreased $4, or 66.7%, to $2 for the three months ended June 30, 2002 from $6 in the year ago period.

As a result of the increase in sales, improvement of margins and reduction in operating expenses, net income before preferred dividends and the cumulative effect of
change in accounting principle increased by $688, resulting in net income before preferred dividends and the cumulative effect of change in accounting principle of $116 for the three months ended June 30, 2002 compared with a net loss before
preferred dividends and cumulative effect of change in accounting principle of $572 in the comparable 2001 period.

SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001

Total revenues increased by $249 to $2,728 for the six months ended June 30, 2002 from $2,479 for the comparable 2001 period, representing an increase of
10.0%. Degree program revenue increased by $491, or 40.8%, to $1,694 for the six months ended June 30, 2002 from $1,203 for the comparable 2001 period. This increase was partially offset by a decline in revenue from non-degree programs as well as
revenue from subscription and consulting services. Revenue from non-degree programs declined $135, or 30.6%, to $306 for the six months ended June 30, 2002 from $441 in the year ago period. This decline is largely the result of the discontinuance of
certain programs in the current year. Revenue from subscription and consulting services declined $113, or 13.7%, to $710 from $823 in the year ago period. This is due to a decline in eLNet subscription revenue of $204 which was partially offset by
increased consulting services as compared to the year ago period.

Gross profit increased 29.2% to $1,998 for the six months ended June 30,
2002 from $1,547 for the comparable 2001 period due to increased overall revenues and improved gross margins. For the six months ended June 30, 2002, our gross profit margin increased to 73.2%, compared to 62.4% in the comparable 2001 period,
reflecting the impact of more efficient delivery of our degree and non-degree programs as well as our consulting and subscription services

Operating expenses decreased by $681 to $1,833 for the six months ended June 30, 2001 from $2,514 in the comparable 2001 period, representing a decrease of 27.1%. This
decrease is the result of the waiver of salaries by certain officers and a decreased use of contract laborers.

Net interest income
decreased compared with the comparable year ago period reflecting our allocation of cash reserves to the investments we made in people, programs and marketing.

As a result of the above changes, net income before preferred dividends and the cumulative effect of change in accounting principle increased by $1,124, resulting in a
net income before preferred dividends and the cumulative effect of change in accounting principle $169 for the six months ended June 30, 2002 compared with a net loss before preferred dividends and the cumulative effect of change in accounting
principle of $955 in the comparable 2001 period.

In connection with the implementation of SFAS 142 the Company recorded a
transitional goodwill impairment loss of $2 million.

LIQUIDITY AND CAPITAL RESOURCES

Our
cash amounted to $198 at June 30, 2002, compared to $481 at December 31, 2001. The net cash provided by our operations was $575 during the six months ended June 30, 2002 compared with $170 in the comparable 2001 period. In the second quarter of
2001, we began accounting for capitalized direct marketing and content development costs as investing activities. These costs totaled $628 for the six months ended June 30, 2002 and $602 in the year ago period. Therefore, these costs are not
included



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as a use of cash from operating activities for the six months ending June 30, 2002 and June 30, 2001.

We used $738 of cash for investing activities in the six months ended June 30, 2002 compared with $707 in the year ago period.

See Note 7 under Item 1 for a discussion regarding a line of credit provided by a non-related party. No amounts were outstanding on this note as of June 30, 2002.
However, on July 19, 2002, the Company drew $75,000 on this line for working capital purposes.

SEASONALITY

We experience seasonality in our results of operations primarily as a result of changes in the level of student enrollments and course completion. 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. 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 thereby resulting in lower revenues. Accordingly, costs and expenses historically increase as a percentage of revenues as a result of certain fixed costs not
significantly affected by the seasonal summer semester declines in net revenues. Changes in the start and finish dates of courses also impact the quarter in which revenue is recognized and impact comparability on a year-to-year basis. We anticipate
that these seasonal trends will continue in the future.

RISK FACTORS

Special Note Regarding Forward-Looking Statements and Risk Factors

Certain statements in this Form 10-QSB contain forward-looking statements. Forward-looking statements are any statements other than statements of
historical fact. Examples of forward-looking statements include projections of earnings, revenues or other financial items, statements of the plans and objectives of management for future operations, and statements concerning proposed new products
and services, and any statements of assumptions underlying any of the foregoing. In some cases, you can identify forward-looking statements by the use of words such as may, will, expects, should, believes, plans, anticipates, estimates, predicts,
potential, or continue, and any other words of similar meaning.

Statements regarding the Companys future financial performance or
results of operations, including expected revenue growth, EBITDA growth, future expenses, future operating margins and other future or expected performance are subject to the following risks: that projected operating efficiencies and cost-reduction
initiatives will not be achieved due to implementation difficulties or contractual spending commitments that cant be reduced; the acquisition of businesses or the launch of new lines of business, which could increase operating expenses and
dilute operating margins; the inability to raise additional capital or to attract new customers; increased competition, which could lead to negative pressure on the Companys pricing and the need for increased marketing; the inability to
maintain, establish or renew relationships with customers, whether due to competition or other factors; costs associated with the Companys initiatives to upgrade its technology platforms or the failure of the Company to successfully complete
that initiative; and to the general risks associated with the Companys businesses.

FACTORS AFFECTING OPERATING RESULTS AND MARKET PRICE OF SECURITIES

You should consider the risks described below before making an investment decision. We believe that the risks and uncertainties described below are the principal material
risks facing our company as of the date of this Form 10-QSB. In the future, we may become subject to additional risks that are not currently known to us. Our business, financial condition or results of operations could be materially adversely
affected by any of the following risks. The trading price of our common stock could decline due to any of the following risks.



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ADOPTION OF NEW ACCOUNTING STANDARDS WILL HAVE AN ADVERSE AFFECT ON THE COMPANYS FINANCIAL STATEMENTS AND MAY HAVE A MATERIAL ADVERSE EFFECT ON ITS BUSINESS AND FINANCIAL CONDITION

In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business
Combinations, and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will
be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives.

As reflected in the Companys Form 10-QSB/A filed with the SEC on August 14, 2002, effective January 1, 2002, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142). In accordance with the provisions of SFAS 142, the Company completed its initial assignment of previously recognized goodwill to its subsidiaries during the
second quarter of 2002. Based on this assignment, the Company has experienced a loss of $2,000,000 attributed to a reduction of value with respect to the net assets (including goodwill) of its subsidiaries, Educators Learning Network, Inc. and
Rutherford Learning Group, Inc.

Based on a number of factors as described below and the inability of management to predict with any
reasonable degree of accuracy, management of the Company is of the opinion, based on the criteria set forth in SFAS 142, that the goodwill associated with the acquisition of ELNet and RLG which occurred in August of 2000 should be adjusted downward.
The fair value of ELNet and RLG was estimated by management using traditional valuation methods including industry comparables. As a result, management has recorded a transitional goodwill impairment loss of $2,000,000 as the effect of a change in
accounting principle. This loss was reflected in the three month period ended March 31, 2002 as presented in the Companys Form 10-QSB/A filed with the SEC on August 14, 2002. The recognized transitional goodwill impairment loss is an estimate
that has not yet been finalized due to managements inability, at this time to predict, with any reasonable degree of accuracy, the long-term effect of the foregoing described factors. Management expects to finalize this estimate no later than
the year ending December 31, 2002.

The following factors which lead to managements decision to reduce the net asset value of ELNet
and RLG together with other factors will likely result in a material adverse impact on the Companys operating results and financial condition. Accordingly, investors should seriously consider these factors as well as others prior to making an
investment in the Company.

> Effective July 1, 2001, the Company and its subsidiaries, ELNet and RLG entered into a Settlement and Asset Purchase Agreement with Michael Rutherford,
> one of two principals in these subsidiaries, whereby (i) the Company sold to Mr. Rutherford certain assets of RLG, and (ii) and Mr. Rutherford resigned as an officer and director of both ELNet and RLG.

> Effective as of the close of business on July 31, 2002, the Company and Dr. Larry Rowedder, the remaining principal of ELNet and RLG, were unable to reach terms with
> respect to his continued employment with the Company and as a result, Dr. Rowedders employment agreement with ELNet expired. Until such time as a suitable replacement for Dr. Rowedder is found, the Registrants CEO, Rogers W.
> Kirven, Jr., will also serve as ELNets CEO, the Registrants President, Daniel J. Devine, will also serve as ELNets President and Dr. Gloria Pickar will serve as Chief Education Officer for ELNet. Mr. Joel Hagy will
> continue to serve as ELNets Chief Operating Officer. For the six-month period ending June 30, 2002, ELNet has recognized approximately $156,500 less revenue than the year-ago period.



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> For the six-month period ending June 30, 2002, these ELNet realized approximately $181,597 in net losses and approximately $275,000 in negative cash
> flow.

> Over the past 12 to 18 months, the business sector in which ELNet and RLG operate, the K-12 educators marketplace, has experienced
> significant and rapid change, including without limitation, significant decreases in operating budgets, changes in customer demands, implementation of State and Federal teaching and learning standards, decreases in private sector funding for
> education products and services, and delays and transition issues with respect to education reform and Federal funding as initiated with the No Child Left Behind Act of 2001, all of which have resulted in longer sale cycles, increased
> customer attrition and longer than expected accounts receivable collections.

Our Limited Operating History and The Emerging E-Learning Market Makes it Difficult To Evaluate
Our Business and Future Prospects.

We commenced operations in November 1993 and did not begin to generate significant revenues until
fiscal 1999. For the year ended December 31, 2001, we had revenues of $5.4 million and net losses before preferred dividends of $1.1 million. We are still in the early stages of our development, which, when combined with the emerging e-learning
market, and general economic factors affecting the education sector, make it difficult to evaluate our business or our prospects. Because of these factors, we have a limited and unproven ability to predict the trends in the e-learning market and in
our business. The uncertainty of our future performance, in particular, and the uncertainty regarding the acceptance of e-learning, in general, increases the risk that we will be unable to build a sustainable business and that our stockholder value
will decline.

In Recognizing Revenue, We Depend On The Timely Achievement of Various Milestones, and Our Inability to Recognize Revenue In Accordance With Our Expectations Will Harm Our Operating Results.

In accordance with our revenue recognition policy, our ability to record revenues depends upon several factors. These factors include
acceptance by our customers of new courses and the pace of participant registrations in courses once they are completed and made available for access. Our ability to recognize revenues from our courses depends upon our content partners providing us
with subject matter experts and content to be incorporated into the courses as well as our completion of production and obtaining customer acceptance at each stage of development. Accordingly, if our content partners do not provide us with the
subject matter experts or content in a timely manner, we will not be able to recognize the revenues at the times we anticipate with respect to that program, which would harm our operating results.

In addition, if the expected number of students do not sign up for a course, our ability to recognize revenues will be delayed, which could also harm our operating
results in any quarter. Student registration depends in large part on our marketing and promotional activities. If we fail to take necessary measures to achieve enrollment in our courses, our ability to recognize revenues, and therefore our
operating results, could be harmed. Likewise, our prospects for growth will be delayed and adversely affected if we are unable to raise additional capital to fuel our marketing efforts.

In any Quarter, a
Delay In Receiving Payment from a Content Partner or Customers Could Harm Our Performance.

We expect that we will continue to depend
upon a small number of content partners with respect to our degree programs and several school districts with respect to some of our training and certificate programs for a significant portion of our revenues. As a result, our operating results
could suffer if we lose any of these partners/schools or if these partners/schools delayed payment in any future period. For example, in fiscal 2001, our largest content partner accounted for 51.5% of our total revenues. We expect



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that the University of Florida will account for a significant portion of our revenues at least through fiscal 2003.

Our Growth Depends On Hiring
and Retaining Third-Party Instructors and Other Qualified Personnel In A Highly Competitive Employment Market.

The growth of our
business and revenues will depend in large part upon our ability to attract and retain sufficient numbers of highly skilled employees. We primarily rely on individual third parties to provide the majority of our program instruction and our ability
to support our courses depends on the availability and competency of these third-party instructors. Education and Internet related industries create high demand for qualified personnel. We require personnel with educational course and design
experience. Candidates experienced in both areas are limited. Currently, we contract with individual instructors throughout the United States. Our failure to attract and retain sufficient skilled personnel and program instructors may limit the rate
at which we can grow, which will harm our business and financial performance.

We Rely On Cooperation from Our Content Partners and Third Parties To Develop and Deliver Courses and Our Business Will Suffer
If Such Cooperation Occurs in an Untimely or Inefficient Manner.

To be competitive, we must develop and introduce on a timely basis
new course offerings, which meet the needs of the working profession seeking to use our e-learning solutions. The quality of our learning solutions depends in large part on our ability to frequently update our courses and develop new content as the
underlying subject matter changes. We create courses by incorporating subject matter expertise provided by our content partners and third party content developers into our e-learning delivery model. The quality of our courses depends on receiving
content and cooperation from our content partners, subject matter experts, and third-party content developers. If we do not receive materials from these sources in a timely manner, we may not be able to develop or deliver specialized courses to our
customers in the expected time frame. Even if we do receive necessary materials from third parties, our employee s and consultants must complete their work in a timely manner or we will not meet customer expectations. In the past, we have
experienced delays in obtaining access to experts, which has contributed to a longer development cycle and inefficient allocation of our resources. Any prolonged delays, even when caused by our customers, can result in failure to satisfy a
customers demands and damage our reputation.

The Growth of Our Business Requires Wide Acceptance of E-Learning Solutions.

The market for e-learning solutions is still developing and is rapidly evolving. A number of factors could impact the acceptance of our e-learning solutions, including:

> historic reliance on traditional education methods;

> limited allocation of our customers and prospective customers
> education budgets to e-learning; and

> ineffective use of distance learning solutions.

Our e-learning solutions are relatively new, largely untested and less familiar to prospective customers than more established education methods. If the market for
e-learning fails to develop or develops more slowly than we expect, we will not achieve our growth and revenue targets and our stock price will likely decline.

The Length and Variability of Our Sales Cycle
May Make Our Operating Results Unpredictable and Volatile.

The period between our initial contact with a potential customer and the
adoption or first



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purchase of our solution by that customer typically ranges from three to nine months. In some cases, the cycle has extended for up to two years. Because we rely on adoption of our solution
by our knowledge partners and large sales with respect to some of our training and certificate programs for a substantial portion of our revenues, these long sales cycles can adversely affect our financial performance in any quarter. Factors which
may contribute to the variability and length of our sales cycle include the time periods required for:

> our education of potential customers about the benefits of our distance learning solutions;

> our potential customers assessment of the value of distance learning solutions compared to traditional educational solutions;

> our potential customers evaluation of competitive distance learning solutions; and

> our potential customers internal budget and approval
> processes.

Our lengthy sales cycle limits our ability to forecast the timing and size of specific sales. This, in turn,
makes it difficult to predict quarterly financial performance.

We May Not Have Adequate Resources To Compete Effectively, Acquire and Retain Customers and Attain Future Growth In The Highly Competitive
E-Learning Market.

The e-learning market is evolving quickly and is subject to rapid technological change, shifts in customer demands
and evolving learning methodologies. In recent months e-learning has received more attention and numerous new companies have entered the market. As a result, customers and potential customers have more choices. This challenges us to distinguish our
offerings. If we fail to adapt to changes and the increased competition in our industry, we may lose existing customers or fail to gain new customers. No single competitor accounts for a dominant market share, yet competition is intense. We compete
primarily with:

> third-party suppliers of instructor-led education and learning;

> universities and internal education departments;
> and

> other suppliers of technology-based learning solutions.

Due to the high market fragmentation, we do not often compete head-to-head with any particular company. On occasion, our customers may evaluate our end-to-end solution by
comparison with point solutions offered by other e-learning companies. We may not provide solutions that compare favorably with traditional new instructor-led techniques or other technology-based learning methodologies. Our competitors vary in size
and in the scope and breadth of the courses and services they offer. Several of our competitors have longer operating histories and significantly greater financial, technical and marketing resources. Larger companies may enter the e-learning market
through the acquisition of our competitors. We anticipate that the lack of significant entry barriers to the e-learning market will allow other competitors to enter the market, increasing competition.

To succeed, we must continue to expand our course offerings, upgrade our technology and distinguish our solutions. In order to do so in the short term, we will be
required to raise additional capital. We may not be able to do so successfully. Any failure by us to anticipate or respond adequately to changes in technology and customer preferences, or any significant delays in raising capital or course
development or implementation, could impact our ability to capture market share. As competition continues to intensify, we expect the e-learning market to undergo significant price competition. We also expect to face increasing price pressures from
customers as they demand more value for their learning related expenditures. Increased competition, or our inability to compete successfully against current and future competitors, could reduce operating margins, loss of market share and thought
leadership resulting in a diminution of our brand.



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We Could Inhibit Increases In Our Revenues If We Do Not Increase Our Marketing.

To date, substantially all of our sales have been made through direct marketing and sales efforts. We believe that we will need to expand our marketing and diversify our
sales efforts to be successful. In order to do so in the short term, we must raise additional capital. If we do not increase our marketing efforts and develop indirect sales channels, we may miss sales opportunities. We currently have a very limited
ability to invest in personnel and marketing activities and to develop indirect sales channels.

We Have Restructured Our Operations in Order to Reduce Operating Expenses Which Could Adversely Affect Our
Ability to Grow.

Because of our limited working capital, we have restructured our operations to primarily concentrate on our core
competencies to provide, among other things, specialized expertise in consulting, content repurposing and development, and marketing in our primary market niches. Management will continue to monitor these adjustments in fiscal 2002 and will make
additional adjustments within our organization, if necessary. The transition issues associated with this restructuring may recur, and our revenue growth rates may decline and expenses may increase in future quarters.

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 limited 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 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:

> expenditures of cash which may
> reduce our cash reserves to critical levels,

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

> potential disruption of our ongoing business,

> distraction of management from our core business,

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

> increase in general and administrative expenses,

> expansion of management information systems,

> need for greater facilities requirements,

> increase in overall headcount,

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

> 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:

> cash,

> stock,

> rights to purchase stock



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> convertible promissory notes, or

> 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 non-degree 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 Will Likely Continue To Be Volatile.

The market price of our common stock has experienced significant decreases in value and fluctuations over the last year and one-half 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:

> unanticipated
> adverse market conditions,

> actual or anticipated variations in quarterly results of operations,

> changes in our
> intellectual property rights or our competitors,

> announcements of technological innovations,

> our introduction or
> elimination of new programs, products or services or changes in product pricing by our competitors,

> changes in financial estimates,

> announcement of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors,

> additions or departures of
> key personnel,

> increased needs for operating capital, and

> regulatory changes or
> interpretations.

The stock prices for many companies in the education sectors have experienced wide fluctuations and
significant decreases, which often have been unrelated to their operating performance. We believe that these fluctuations have adversely affected the market price of the e-learning sector and our common stock.

Possible Sales of Securities by Current Shareholders May Have Depressive Effect On Market.

There are currently
approximately 7,660,000 shares of the Companys common stock outstanding which are either freely tradable or may be traded as restricted securities pursuant to Rule 144 under the Securities Act. Under Rule 144, a person who has held
restricted securities for a period of one year may sell a limited number of shares to the public in ordinary brokerage transactions. Sales of a large number of these securities will likely have a depressive effect on the market price of the
Companys common stock.

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



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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 or partner with companies with state of the art technology, we may not be competitively successful in the future.

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:

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

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

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

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

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

> our ability to attract, motivate and retain personnel;

> our lack of operating capital and inability
> to raise additional capital at reasonable prices; and

> 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 during the last two years, we can give no assurance that these percentages will reflect the ongoing pattern of our business.

We Have A History of Losses and No
Assurance Can Be Given of Return to Profitability.

Prior to expanding our infrastructure and business in fiscal year 2000, the Company
was profitable, but during the fiscal years 2000 and 2001, the Company was unable to generate revenue sufficient to offset these additional expenses and charges. Consequently, the Company sustained substantial losses in 2001. Net losses for the
twelve (12) months ended December 31, 2001 were approximately $1.1 million ($1.2 million after preferred dividends) or $(0.078) per share. The loss was primarily due to personnel increases and development of new programs. While no assurance can be
given, we believe our current team is largely adequate to support our planned growth. Therefore, we expect that general and administrative costs will not materially increase this year. In addition to personnel and infrastructure, marketing and
related expenses, increased over the year ago period reflecting our aggressive efforts to establish and grow new programs. And while we were profitable in the first and second quarters of this year, there can be no assurance that the Company will be
able to maintain the level of revenues needed to sustain profitability.

Our Future Capital Needs; Potential Need for Additional Financing.

While we presently have a very limited amount of working capital, we believe that our current cash position and recently acquired line of credit, together with the
expected revenues of the Company will be sufficient to provide the Company with capital sufficient to fund our required working capital needs for the fiscal year 2002. However, in order to expand our business or make acquisitions we will be required
to raise additional capital. If the Company needs to raise additional financing, there can be no assurance that such funds will, in fact, be available or if available will be sufficient in the near term or that conditions and circumstances described
herein may not result in subsequent cash requirements by the Company or that future funds will be sufficient to meet such needs. In the event of such developments, attaining financing under such conditions may not be possible, or even if additional
capital may be otherwise available, the terms on which such capital may be available may not be commercially feasible or advantageous.

Because of our current cash position, we will be unable in the near term to continue to develop new product offerings, expand our infrastructure and acquire new companies
and businesses for which



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cash would be required to consummate these transactions without obtaining an infusion of additional capital. Further, to the extent that recently developed program offerings as well as
offerings currently under development or planned do not prove financially viable within a reasonable period of time, it is our intention to terminate the offering and/or production of such programs. Further, to the extent that we experience a
material adverse cash position resulting from employee and other infrastructure costs related to such termination or discontinuation of such programs, it is our intention to take all appropriate and reasonably necessary measures to immediately
reduce and/or eliminate certain members of our staff and infrastructure costs and expenses related to such terminated or discontinued programs.

We Have Limited Marketing and Sales Capability Which Limits Our
Ability to Increase Revenues.

The Company has limited internal business development, marketing and sales resources and personnel. In
order to market its new offerings and any products it may develop, the Company will have to expand its marketing and sales force with technical expertise and distribution capability (or out source such duties to independent contractors). There can
be no assurance that the Company will be able to expand its sales and distribution capabilities or that the Company will be successful in gaining market acceptance for any new products or offerings it may develop. There can be no assurance that the
Company will be able to recruit and retain skilled business development, sales, marketing, service or support personnel, that agreements with distributors will be available on terms commercially reasonable to the Company, or at all, or that the
Companys business development, marketing and sales efforts will be succes sful. Failure to successfully establish a marketing and sales organization, whether directly or through third parties, would have a material adverse effect on the
Companys business, financial condition, cash flows, and results of operations. To the extent that the Company arranges with third parties to market its products, the success of such products may depend on the efforts of such third parties.
There can be no assurance that any of the Companys proposed business development, and marketing schedules or plans can or will be met.

Authorization and Discretionary Issuance of Preferred Stock Could
Adversely Affect the Voting Power or Other Rights of Our Stockholders.

The Companys Articles of Incorporation authorize the
issuance of blank check preferred stock with such designations, rights, and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered, without stockholder approval, to
designate and issue additional series of preferred stock with dividend, liquidation, conversion, voting or other rights, including the right to issue convertible securities with no limitations on conversion, which could adversely affect the voting
power or other rights of the holders of the Companys common stock, substantially dilute the common shareholders interest and depress the price of the Companys common stock. In addition, the preferred stock could be utilized, under
certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Moreover , the substantial amount of outstanding options and number of warrants, and their terms of conversion may discourage or prevent
an acquisition of the Company.

We Are Highly Dependent Upon Management and A Loss Could Be Critical.

The Company and its subsidiaries will be dependent to a significant extent on the continued efforts and abilities of its Chairman and Chief Executive Officer, Rogers W.
Kirven, Jr., its President, Daniel J. Devine and other key employees. Notwithstanding its ownership of key-man life on Mr. Kirven, if the Company were to lose the services of such key employees before a qualified replacement could be obtained,
its business and the financial affairs of the Company could be materially adversely affected.

As noted in footnote 8 to the financial
statements, effective as of the close of business on July 31, 2002, ELNets Chief Executive Officer, Dr. Larry Rowedder, employment with the Company expired. Until such time as a suitable replacement for Dr. Rowedder is found, the
Registrants CEO, Rogers W. Kirven, Jr., will also serve as ELNets CEO, the Registrants President, Daniel J. Devine, will also serve as ELNets President and Dr. Gloria Pickar will serve as Chief Education Officer for
ELNet. Mr. Joel Hagy will continue to serve as ELNets Chief Operating Officer.



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No assurance can be given at this time that Dr. Rowedders departure will not have a material adverse impact
on the Companys business and financial condition.

You Should Not Invest If You Expect Dividends.

The Company has never paid dividends on its common stock and does not presently intend to pay any dividends in the foreseeable future. The Company anticipates that any
funds available for payment of dividends will be re-invested into the Company to assist the Company in furthering its business strategy. Accordingly, interested parties should not make an investment in the Company if you expect dividends.

PART II  OTHER INFORMATION

ITEM 2  CHANGES IN SECURITIES

On February 5, 2002, Michael J. Etchison, a non-related party, provided the
Company with a line of credit in the principal amount of $250,000 (Line of Credit) secured by the assets of the Company.

On
July 19, 2002, the Company drew-down $75,000 on the Line of Credit and in connection with same, the Company issued to Mr. Etchison (i) a Promissory Note for $75,000 which will accrue interest at an annual rate equal to 4.0% over the prime rate
charged at the Old National Bank of Evansville, Indiana, as adjusted from time to time; and (ii) a warrant to purchase 37,5000 shares of the Companys common stock, $.001 par value, at an exercise of $0.50, subject to adjustment, at anytime
within five (5) years. The Company will pay Mr. Etchison interest only payments monthly with all accrued and unpaid interest together with the entire principal balance due on March 1, 2003. All underlying securities carry customary
piggyback registration rights.

The proceeds from the $75,000 will be used by the Company for working capital and marketing.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Pursuant to a Proxy Statement filed with the SEC
in accordance with Regulation 14A and mailed to our shareholders, the Company held on July 2, 2002 at 10:00am Eastern Standard Time at its corporate offices in Ocoee, Florida its annual Shareholders meeting whereby the following items were presented
to our Shareholders for their approval:

·   To elect five (5) directors, each to serve until the next annual meeting
of our Stockholders or until their successors have been duly elected and qualified;

·   To consider and act upon a
proposal to ratify and approve the Companys 2002 Stock Option Plan; and

·   To ratify the appointment of Parks,
Tschopp, Whitcomb and Orr as the Companys independent certified accountants.

With respect to such Annual Meeting there were
16,736,250 shares outstanding (including 875,000 common votes by our Series A Preferred shareholder), each having one vote. There were no shares voting in person and 12,412,486 shares were represented by valid proxy.

The Voting results were as follows:



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VOTE 1:

Election of members of the Board of Directors. Persons elected:

|NAME                  |  | SHARES FOR |            | SHARES AGAINST |  | ABSTAIN | 
|--------------------- |  | ---------- | ---------- | -------------- |  | ------- | 
|                      |  |            |            |                |  |         | 
|                      |  | Proxy      |            | In Person      |  | Proxy   | 
|                      |  |            |            |                |  |         | 
|Rogers W. Kirven, Jr. |  |            | 12,392,236 |                |  | -0-     | 
|Daniel J. Devine      |  |            | 12,379,111 |                |  | -0-     | 
|Dr. Robert Frank      |  |            | 12,379,111 |                |  | -0-     | 
|Dr. Paul Lerman       |  |            | 12,392,236 |                |  | -0-     | 
|Thomas J. Crane       |  |            | 12,379,111 |                |  | -0-     | 

VOTE 2:

Approval of 2002 Company Stock Option Plan.

| |  | SHARES FOR |           | SHARES AGAINST |  | ABSTAIN | 
| |  | ---------- | --------- | -------------- |  | ------- | 
| |  |            |           |                |  |         | 
| |  | Proxy      |           | In Person      |  | Proxy   | 
| |  |            |           |                |  |         | 
| |  |            | 9,951,767 |                |  | -0-     | 

VOTE 3:

Appointment of Parks, Tschopp, Whitcomb and Orr as the Companys auditors.

| |  | SHARES FOR |            | SHARES AGAINST |  | ABSTAIN | 
| |  | ---------- | ---------- | -------------- |  | ------- | 
| |  |            |            |                |  |         | 
| |  | Proxy      |            | In Person      |  | Proxy   | 
| |  |            |            |                |  |         | 
| |  |            | 12,390,584 |                |  | -0-     | 

No other matters were brought to the attention of our Shareholders for vote.

ITEM 5  OTHER INFORMATION

As noted in Note 8 to the financial statements, effective as of the close of
business on July 31,



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2002, ELNets Chief Executive Officer, Dr. Larry Rowedder, employment with the Company expired. Until such
time as a suitable replacement for Dr. Rowedder is found, the Registrants CEO, Rogers W. Kirven, Jr., will also serve as ELNets CEO, the Registrants President, Daniel J. Devine, will also serve as ELNets President and
Dr. Gloria Pickar will serve as Chief Education Officer for ELNet. Mr. Joel Hagy will continue to serve as ELNets Chief Operating Officer. No assurance can be given at this time that Dr. Rowedders departure will not have a
material adverse impact on the Companys business and financial condition.

Furthermore, as reflected in the Companys Form
10-QSB/A filed with the SEC on August 14, 2002, effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142). In accordance with the provisions
of SFAS 142, the Company completed its initial assignment of previously recognized goodwill to its subsidiaries during the second quarter of 2002. Based on this assignment, management believed that the carrying amount of the net assets (including
goodwill) of its subsidiaries, Educators Learning Network, Inc. (ELNet) and Rutherford Learning Group, Inc. (RLG), exceeded their fair value. Accordingly, a write-off of the Companys goodwill related to ELNet and
RLG has been made. For a complete discussion of this matter, please see footnote 8 to the Companys financial statements.

ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K

(a)   List of Exhibits

| | Exhibit 99.1  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| | ------------------------------------------------------------------------------------------------------------------------------------

(b)   Reports on Form 8-K

| | A Form 8-K filed by the Company on May 23, 2002 and a Form 8-K filed by the Company on August 1, 2002.
| | ------------------------------------------------------------------------------------------------------



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:   August 14, 2002 |  | By:                             
|                        |  |                                 
|                        |  |                                 

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