<PAGE>   1
                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

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

For this transition period from                        to
                                ----------------------    -------------------
Commission file number: 0-26626

                             KNOWLEDGEBROKER, INC.
       (Exact name of small business issuer as specified in its charter)


         NEVADA                                        84-0856578
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                    13295 MIRA LOMA ROAD, RENO, NEVADA 89511
                    (Address of principal executive offices)

                                 (702) 852-5711
                          (Issuer's telephone number)


--------------------------------------------------------------------------------
             (Former name, former address and former fiscal year,
                         if changed since last report)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
such report(s), and (2) had been subject to such filing requirements for the
past 90 days.

                         Yes [ ]           No [ X ]

     The number of shares outstanding of the common stock of the registrant on
September 30, 1996, the latest practicable date, was 8,908,870.


<PAGE>   2
                             KNOWLEDGEBROKER, INC.

                                     INDEX


<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>      <C>                                                                    <C>
PART I - FINANCIAL INFORMATION                                                
                                                                              
         Item 1. Financial Statements                                            3 - 7
                                                                              
         Item 2. Management's Discussion and Analysis of Financial            
                  Condition and Results of Operations                            8 - 9
                                                                              
PART II - OTHER INFORMATION                                                   
                                                                              
SIGNATURES                                                                          10
</TABLE>



The accompanying notes are an integral part of these financial statements.     2
<PAGE>   3



                             KNOWLEDGEBROKER, INC.
                                 BALANCE SHEETS
                    September 30, 1996 and December 31, 1995


                                     ASSETS
<TABLE>
<CAPTION>
                                                                        September 30,  December 31,
                                                                           1996           1995
                                                                        -----------    -----------
                                                                        (Unaudited)
<S>                                                                     <C>            <C>        
CURRENT ASSETS
    Cash and cash equivalents                                           $     5,061    $   131,653
    Marketable securities available for sale                                 50,000         50,000
    Trade accounts receivable, net of allowance for doubtful accounts       386,003        374,595
    Receivables from affiliates                                              24,004           --
    Note receivable in connection with exercised stock option                  --            9,950
    Prepaid expenses and other                                               59,439         77,341
    Income tax receivable                                                   168,046        168,046
    Deferred income taxes                                                   412,476        216,433
                                                                        -----------    -----------

                  Total current assets                                    1,105,029      1,028,018
                                                                        -----------    -----------

PROPERTY AND EQUIPMENT                                                      254,282        231,360
    Less accumulated depreciation and amortization                         (125,521)       (92,149)
                                                                        -----------    -----------

                  Property and equipment, net                               128,761        139,211
                                                                        -----------    -----------

INVESTMENT IN JOINT VENTURE                                                  15,407           --

OTHER ASSETS
    Deferred income taxes                                                    22,182        119,413
    Other                                                                     4,065          4,065
                                                                        -----------    -----------

                  Total other assets                                         26,247        123,478
                                                                        -----------    -----------

TOTAL ASSETS                                                            $ 1,275,444    $ 1,290,707
                                                                        ===========    ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.     3

<PAGE>   4



                             KNOWLEDGEBROKER, INC.
                           BALANCE SHEETS - CONTINUED
                    September 30, 1996 and December 31, 1995



                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                      September 30,   December 31,
                                                                          1996           1995
                                                                       -----------    -----------
                                                                       (Unaudited)
<S>                                                                    <C>            <C>        
CURRENT LIABILITIES
    Note payable - line of credit                                      $   120,000    $    30,000
    Accounts payable                                                       198,164        213,186
    Accrued shareholder bonuses and salaries                               267,765        442,073
    Accrued payroll settlement                                             100,000           --
    Deferred income                                                         52,628         52,628
                                                                       -----------    -----------

                  Total liabilities                                        738,557        737,887
                                                                       -----------    -----------

SHAREHOLDERS' EQUITY
    Preferred stock; $0.01 par value; 5,000,000 shares authorized             --             --
    Common stock; $0.01 par value; 25,000,000 shares
       authorized; 9,308,447 and 9,267,947 shares issued                    93,085         92,680
    Additional paid-in capital                                           1,206,995      1,166,900
    Retained earnings (accumulated deficit)                                 (4,646)        82,235
                                                                       -----------    -----------
                                                                         1,295,434      1,341,815
    Less notes receivable in connection with exercised stock options      (758,547)      (788,995)
                                                                       -----------    -----------
               Total shareholders' equity                                  536,887        552,820
                                                                       -----------    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                             $ 1,275,444    $ 1,290,707
                                                                       ===========    ===========
</TABLE>




The accompanying notes are an integral part of these financial statements.     4

<PAGE>   5



                             KNOWLEDGEBROKER, INC.
                            STATEMENTS OF OPERATIONS
            Three and nine months ended September 30, 1996 and 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                 Three months                  Nine months
                                                    ended                         ended
                                          --------------------------    --------------------------
                                             1996           1995           1996           1995
                                          -----------    -----------    -----------    -----------
<S>                                       <C>            <C>            <C>            <C>        
Revenues
    Support desk services                 $   142,603    $   307,439    $   580,817    $   786,803
    Software sales                            193,749        172,645        580,084        728,422
                                          -----------    -----------    -----------    -----------
       Total revenues                         336,352        480,084      1,160,901      1,515,225
                                          -----------    -----------    -----------    -----------

    Direct cost of support desk
       services and software sales            106,406         81,245        434,508        356,292
                                          -----------    -----------    -----------    -----------
                                              229,946        398,839        726,393      1,158,933
                                          -----------    -----------    -----------    -----------
Expenses
    Selling, general and administrative       110,421        313,416        800,418        962,082
    Payroll tax settlement                    100,000           --          100,000           --
    Depreciation and amortization              11,126          9,807         33,373         29,424
                                          -----------    -----------    -----------    -----------
       Total expenses                         221,547        323,223        933,791        991,506
                                          -----------    -----------    -----------    -----------


       Operating profit (loss)                  8,399         75,616       (207,398)       167,427

Equity in earnings                             15,407           --           15,407           --

Other income (expense)
    Interest and other income                 (20,701)         2,009          9,150         13,728
    Interest expense                           (1,928)          (182)        (2,852)          (188)
                                          -----------    -----------    -----------    -----------

Income (loss) before income taxes               1,177         77,443       (185,693)       180,967

Income taxes                                   35,275        (26,331)        98,812        (61,529)
                                          -----------    -----------    -----------    -----------

Net income (loss)                         $    36,452    $    51,112    $   (86,881)   $   119,438
                                          ===========    ===========    ===========    ===========

Net income (loss) per common share        $      0.01    $      0.01    $     (0.01)   $      0.01
                                          ===========    ===========    ===========    ===========

Weighted average common and
    common equivalent shares
    outstanding                             9,308,447      8,860,864      9,306,230      8,000,501
                                          ===========    ===========    ===========    ===========
</TABLE>



The accompanying notes are an integral part of these financial statements.     5

<PAGE>   6



                             KNOWLEDGEBROKER, INC.
                            STATEMENTS OF CASH FLOWS
                 Nine months ended September 30, 1996 and 1995
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                Nine months            Nine months
                                                            Ended September 30,     Ended September 30,
                                                                   1996                   1995
                                                            -------------------     -------------------
<S>                                                              <C>                     <C>         
Cash flows from operating activities                                                                 
    Net income (loss)                                            $ (86,881)              $ 119,438   
    Adjustments to reconcile net income (loss)                                                       
      to net cash provided (used) by operating activities                                            
         Deferred income taxes (benefit)                           (98,812)                 (9,151)  
         Depreciation and amortization                              33,373                  29,424   
         Provision for doubtful accounts                          (134,709)                   --     
         Common stock issued for consulting expenses                  --                   125,000   
         Common stock issued for compensation                         --                   131,907   
         Merger expenses charged to additional paid in capital        --                   (82,500)  
         Changes in assets and liabilities                                                           
             Trade accounts receivable                             123,301                 (82,081)  
             Prepaid expenses and other                             17,902                 (70,727)  
             Accounts receivable affiliates                        (24,004)                   --     
             Accounts payable                                      (15,022)               (194,947)  
             Accrued liabilities                                  (174,308)                   --     
             Accrued payroll settlement                            100,000                    --     
             Income taxes payable                                     --                  (102,746)  
             Deferred income                                          --                    53,525   
                                                                 ---------               ---------   
                                                                                                     
Net cash used by operating activities                             (259,160)                (82,858)  
                                                                 ---------               ---------   
                                                                                                     
Cash flows from investing activities                                                                 
    Investment in Joint Venture                                    (15,407)                   --     
    Purchase of property and equipment                             (22,922)                (22,949)  
                                                                 ---------               ---------   
                                                                                                     
Net cash used in investing activities                              (38,329)                (22,949)  
                                                                 ---------               ---------   
                                                                                                     
Cash flows from financing activities                                                                 
    Net change in borrowings under line of credit                   90,000                    --     
    Principal repayments on long-term debt                            --                    (4,346)  
    Collections on notes receivable in connection with                                               
      exercised stock options                                       40,398                   9,950   
    Issuance of common stock for warrants exercised                 40,500                    --     
                                                                 ---------               ---------   
                                                                                                     
Net cash provided (used) by financing activities                   170,897                (129,948)  
                                                                 ---------               ---------   
                                                                                                     
Decrease in cash                                                  (126,592)               (235,755)  
                                                                                                     
Cash and cash equivalents at beginning of period                   131,653                 328,761   
                                                                 ---------               ---------   
                                                                                                     
Cash and cash equivalents at end of period                       $   5,061               $  93,006   
                                                                 =========               =========   
                                                                                                     
Supplemental disclosures:                                                                            
                                                                                                     
    Cash paid for:                                                                                   
      Interest                                                   $  (2,852)              $    --     
                                                                 =========               =========   
      Income taxes                                               $    --                 $    --     
                                                                 =========               =========   
</TABLE>



The accompanying notes are an integral part of these financial statements.     6

<PAGE>   7






                             KNOWLEDGEBROKER, INC.
                         NOTES TO FINANCIAL STATEMENTS
                 Nine months ended September 30, 1996 and 1995
                                  (Unaudited)



NOTE A - GENERAL

KnowledgeBroker, Inc. (a California Corporation) ("KBI" or "Company") was
incorporated on March 27, 1992. The Company provides integrated information
system "help desk" functions for Fortune 1000 companies throughout the United
States and develops, sells and maintains informational databases to provide
on-line computer hardware and software applications support.

The interim financial statements included herein have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information present not misleading. It is suggested that these
financial statements be read in conjunction with the financial statements and
notes for the years ended December 31, 1995 and 1994.

In the opinion of management, the unaudited interim financial information of
the Company contains all adjustments, consisting only of those of a normal
recurring nature, necessary to present fairly the Company's financial position
and the results of its operations and cash flows for the periods presented. The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for a full year.


NOTE B - ECONOMIC DEPENDENCE

During 1996, the Company had three customers which individually account for
greater than 10% of total revenue, and on a combined basis account for
approximately 58% of total revenue.


NOTE C - TAX YEAR END

The Company has a September 30 tax year end, which differs from the December 31
financial reporting year end.





                                                                               7

<PAGE>   8



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


REVENUES

Total revenues for the three months ended September 30, 1996 were approximately
$336,000 (or approximately $558,000 excluding one-time credits issued for
evaluation software shipped in previous quarters) as compared to $480,000 for
the three months ended September 30, 1995. Before deductions for a one time
payroll tax settlement, EBITDA for the three month period ending September 30,
1996 was approximately $133,000 on quarterly revenues (as adjusted for credits
described above) of $558,000 for an adjusted margin of 24%.

Total revenues decreased from approximately $1,515,000 for the nine months
ended September 30, 1995 to approximately $1,161,000 ($1,382,000 before one
time adjustment) for the nine months ended September 30, 1996. The decrease in
revenue reflects the Company's transition in sales model from direct sales to
training and managing Value Added Resellers ("VAR"). The increase in software
sales is the result of management's aggressive expansion efforts in product
sales as a result of higher profit margins. The decrease in YTD support desk
services is largely the result of the loss of a significant client in early
1996.

The three months ended September 30, 1996 has continued to be a building and
investing period for KnowledgeBroker, Inc. with new sales models, increased
senior management, merger discussions and joint ventures, and two new product
releases. The additional revenues from these Reseller and Joint Venture
relationships, the first of which was announced in the third quarter, should
begin to be realized in the fourth quarter and should increase and stabilize
the Company's revenue flow into the future. The Company also intends to
continue to add clients, and diversify as necessary to reduce the impact and
importance of significant clients. This process included proposals to potential
customers and increased marketing efforts. These efforts resulted in landing a
large new OEM support customer.

In keeping with its strategy to develop longer term contracts, KBI signed a
multi-year Latin American distribution agreement with a division of Inacom. The
Company anticipates expanding in the near term into other international
markets. Efforts to expand the product sales portion of the business have
resulted in approximately 50% of revenues for YTD.

In the area of product development, Ask.Me Total, a complete suite of products
which is compatible with all Problem Management Vendors and released in the
last days of the second quarter, is anticipated to generate sizable revenues
from new VAR sales. Ask.Me Online, ("AMOL"), an Internet version of its
KnowledgeBase retrieval product and service is also slated for release in
fourth quarter. A new retail product, Esy Answers, rounds out the new 1996
offerings.

DIRECT COSTS AND OPERATING EXPENSES

Direct personnel costs of support services for the three months ended September
30, 1996 were approximately $106,000 as compared to $81,000 for the three
months ended September 30, 1995. Direct personnel cost of support desk services
as a percentage of support desk services revenue for the nine months ended
September 30, 1996 and 1995 were 75% and 45%, respectively. This increase in
costs as a percentage if revenues results primarily from up front costs
incurred in connection with one significant account added in 1996. These costs
are expected to sustain a more constant rate as the level of service demand
which drives revenues also impacts the number of personnel and related hours
and compensation required to support the service provided.

Selling, general and administrative expenses decreased $203,000 or 65% during
the three months ended September 30, 1996, as compared to the same period in
1995. Selling, general and administrative expenses decreased by approximately
17% for the nine months ended September 30, 1996 over the nine months ended
September 30, 1995, even though the Company brought on more senior VAR
managers. Salaries and related expenses continue to be the major component of
direct costs and selling, general, and administrative costs representing
approximately 54% and 42% of total costs and expenses during the nine months
ended September 30, 1996 and 1995, respectively. The overall decrease in
selling, general and administrative expenses resulted from operating
efficiencies in non-payroll related areas.



                                                                               8

<PAGE>   9
PROVISION FOR INCOME TAXES

The income tax rate for each of the periods presented approximates 34% as there
are no significant permanent differences for financial income tax reporting and
Federal income tax reporting purposes.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has financed its operations primarily through
capital contributions and subsequently through cash generated from operating
activities and exercise of stock options and warrants granted. The Company used
cash in its operations of $259,160 and $82,858 during the nine months ended
September 30, 1996 and 1995, respectively. For the nine months ended September
30, 1996 the use of cash primarily resulted from net losses and payments of
accrued liabilities. For the nine months ended September 30, 1995, the use of
cash resulted from net income generated offset primarily by increases in trade
accounts receivable and payments of accounts payable and income taxes. The
Company does not currently anticipate that it will experience significant
problems in collecting substantially all of the accounts receivable (net of the
provision for doubtful accounts) outstanding at September 30, 1996. The Company
believes that additional customers added in the future will not significantly
affect collections of accounts receivable.

The Company used cash for investing activities during the nine months ended
September 30, 1996 and 1995 amounting to $38,329 and $22,949, respectively, to
acquire equipment and software. The Company's principal commitments consist of
its operating facility lease and other office equipment leases.

The Company generated cash from financial activities of $170,897 during the
period ended September 30, 1996 from the issuance of stock through stock
options and warrants exercised and from additional borrowings on its line of
credit.

GENERAL

At present, the Company's business is not seasonal. As the Company continues to
grow into retail software products, seasonality of business may begin to impact
the Company.





                                                                               9
<PAGE>   10

                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


KNOWLEDGEBROKER, INC.

                       

By: /s/ Brad Stanley                                   Date:             , 1996
   -----------------------------------       
       Brad Stanley, President


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities on the date indicated.


                     

    /s/ Brad Stanley 
-------------------------------------------------                        , 1996
Brad Stanley, President, Chief Financial Officer,
Secretary and Director


                          

    /s/ James T. Alexander
-------------------------------------------------                        , 1996
James T. Alexander, Executive Vice President,
Assistant Secretary and Director


                                                                              10


<PAGE>   11

                              INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------
<S>           <C>
  27          -  Financial Data Schedule

</TABLE>