--------------------------------------------------------------------------------

                                GARY S. SAUNDERS
                                 CHAIRMAN & CEO
                       EKNOWLEDGE GROUP, INC. & SUBSIDIARY
                         1520 WEST 6TH STREET, SUITE 101
                            CORONA, CALIFORNIA  92882
            (NAME AND ADDRESS OF PERSON AUTHORIZED TO RECEIVE NOTICES
          AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
--------------------------------------------------------------------------------
                                 WITH A COPY TO:
                             KARL E. RODRIGUEZ, ESQ
                     34700 PACIFIC COAST HIGHWAY, SUITE 303
                           CAPISTRANO BEACH, CA 92624
                                 (949) 248-9561
                               FAX (949) 248-1688
--------------------------------------------------------------------------------


                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

     [X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF
          THE  SECURITIES  EXCHANGE  ACT  OF  1934
          FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH  31,  2001

     [  ]     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:  000-28881


                       EKNOWLEDGE GROUP, INC. & SUBSIDIARY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NEVADA                                                                76-0430898
(JURISDICTION  OF  INCORPORATION)          (I.R.S.EMPLOYER  IDENTIFICATION  NO.)

1520  W.  6TH  STREET,  SUITE  101,  CORONA,  CALIFORNIA                   92882
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                         (ZIP  CODE)

REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE:         (909)  372-2800


AS  OF  MARCH  31,  2001,  THE  NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S
COMMON  STOCK  WAS  19555,556.


TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT  (CHECK ONE): YES [ ]   NO [X]

                                        1


                          PART  I:  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

THE  FINANCIAL  STATEMENTS,  FOR  THE  THREE  MONTHS  ENDED  MARCH  31,  2001,
INCLUDED  HEREIN  HAVE  BEEN  PREPARED BY THE COMPANY, WITHOUT AUDIT PURSUANT TO
THE  RULES  AND  REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION.  CERTAIN
INFORMATION AND  FOOTNOTES  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  NOT  MISLEADING.

                 THE REST OF THE PAGE INTENTIONALLY LEFT BLANK

                                        2


                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                                  BALANCE SHEET
                        AS OF MARCH 31, 2001 AND 2000 AND
                          YEAR ENDED DECEMBER 31, 2000

                                     (unaudited)
                                    March 31, 2001
<TABLE>
<CAPTION>
<S>                                           <C>
ASSETS
CURRENT  ASSETS
Cash and Cash Equivalents                           5,498
Accounts Receivable                                 4,450
Employee Receivable                                 3,293

Inventory. . . . . . . . . . . . . . . . . .       5,722
Prepaid Expenses . . . . . . . . . . . . . .       1,875
                                              -----------
TOTAL CURRENT ASSETS . . . . . . . . . . . .      20,838
PROPERTY AND EQUIPMENT
Furniture and Equipment. . . . . . . . . . .      79,358
Less: Accumulated Depreciation . . . . . . .     (12,511)
                                              -----------
PROPERTY AND EQUIPMENT, NET. . . . . . . . .      66,847
OTHER ASSETS
Deposits - Rent. . . . . . . . . . . . . . .       7,637
Intangible Assets. . . . . . . . . . . . . .     106,505
Less: Accumulated Amortization . . . . . . .     (25,291)
                                              -----------
TOTAL OTHER ASSETS . . . . . . . . . . . . .      88,851
                                              -----------
TOTAL ASSETS . . . . . . . . . . . . . . . .     176,536
                                              ===========

LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable . . . . . . . . . . . . . .     130,113
Accrued Expenses . . . . . . . . . . . . . .     109,202
Notes Payable. . . . . . . . . . . . . . . .       7,500
Deposits Payable . . . . . . . . . . . . . .       1,200
                                              -----------
TOTAL CURRENT LIABILITIES. . . . . . . . . .     248,015
LONG-TERM LIABILITIES
Note Payable . . . . . . . . . . . . . . . .     100,422
Other Liabilities. . . . . . . . . . . . . .       4,865
Loans from Shareholders. . . . . . . . . . .     304,992
                                              -----------
TOTAL LONG-TERM LIABILITIES. . . . . . . . .     410,279
                                              -----------
TOTAL LIABILITIES. . . . . . . . . . . . . .     658,294
STOCKHOLDER'S EQUITY
Common Stock . . . . . . . . . . . . . . . .      19,556
Additional Paid-in Capital . . . . . . . . .     990,237
Accumulated Deficit. . . . . . . . . . . . .  (1,491,552)
                                              -----------
TOTAL STOCKHOLDER'S EQUITY . . . . . . . . .    (481,759)
                                              -----------
  TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY     176,536
                                              ===========
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                        3


                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                             STATEMENT OF OPERATIONS
                 FOR QUARTERS ENDED MARCH 31, 2001 AND 2000 AND
                          YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
<S>                                           <C>               <C>
                                                   (UNAUDITED)       (UNAUDITED)
                                              MARCH 31, 2001    MARCH 31, 2000
                                              ----------------  ----------------
Sales. . . . . . . . . . . . . . . . . . . .  $        21,703   $         7,720
Cost of sales. . . . . . . . . . . . . . . .           94,990             6,595
                                              ----------------  ----------------
Gross profit . . . . . . . . . . . . . . . .          (73,287)            1,125
Selling, general and administrative expenses          267,499            45,299
                                              ----------------  ----------------
Loss before other income & provision
of taxes . . . . . . . . . . . . . . . . . .         (340,786)          (44,174)
Interest expense . . . . . . . . . . . . . .              (86)                0
Interest income. . . . . . . . . . . . . . .               55                 1
Other income . . . . . . . . . . . . . . . .                0             2,049
                                              ----------------  ----------------
Loss before provision for income taxes . . .         (340,818)          (42,125)
Provision for income taxes . . . . . . . . .                0                 0
                                              ----------------  ----------------
Net loss . . . . . . . . . . . . . . . . . .         (340,818)          (42,125)
                                              ================  ================
Weighted average shares outstanding. . . . .       19,555,556        15,155,556
                                              ================  ================
Loss per share, basic & diluted. . . . . . .            (0.02)            (0.00)
                                              ================  ================
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                        4


                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                             STATEMENT OF CASH FLOWS
                 FOR QUARTERS ENDED MARCH 31, 2001 AND 2000 AND
                          YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
<S>                                               <C>               <C>
                                                       (unaudited)       (unaudited)
                                                  March 31, 2001    March 31, 2000
                                                  ----------------  ----------------
CASH FLOWS FROM OPERATION ACTIVITIES
Net loss . . . . . . . . . . . . . . . . . . . .  $      (340,818)  $       (42,125)
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and Amortization. . . . . . . . . .           12,917               411
Stock Compensation . . . . . . . . . . . . . . .                0                 0
Consulting Services for Stock. . . . . . . . . .                0                 0
Accounts Receivable. . . . . . . . . . . . . . .           (4,450)                0
Employee Receivable. . . . . . . . . . . . . . .                0                 0
Inventory. . . . . . . . . . . . . . . . . . . .              916                 0
Prepaid Expenses . . . . . . . . . . . . . . . .            1,875                 0
Deposits - Rent. . . . . . . . . . . . . . . . .                0              (762)
Accounts Payable . . . . . . . . . . . . . . . .          (23,365)                0
Accrued Expenses . . . . . . . . . . . . . . . .           16,203                 0
Deposits Payable . . . . . . . . . . . . . . . .                0             1,400
Deferred Liab. . . . . . . . . . . . . . . . . .             (651)
NET CASH PROVIDED BY OPERATIONS. . . . . . . . .         (337,372)          (41,076)
                                                  ----------------  ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Furniture and Equipment. . . . . . . . . . . . .           (1,913)           (2,057)
Intangible Assets. . . . . . . . . . . . . . . .                0                 0
Cash acquired through acquisition. . . . . . . .                0                 0
                                                  ----------------  ----------------
NET CASH PROVIDED BY INVESTING . . . . . . . . .           (1,913)           (2,057)
                                                  ----------------  ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Notes Payable. . . . . . . . . . . . . . . . . .           24,427                 0
Loans from Shareholders. . . . . . . . . . . . .          210,992                 0
Issuance of common stock and contributed capital           75,475           150,900
Consulting Services for Stock. . . . . . . . . .                0                 0
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . .          310,894           150,900
                                                  ----------------  ----------------
NET INCREASE IN CASH . . . . . . . . . . . . . .  $       (28,391)  $       107,767
                                                  ================  ================
CASH BALANCE AT BEGINNING OF PERIOD. . . . . . .           33,889                 0
                                                  ----------------  ----------------
CASH BALANCE AT END OF PERIOD. . . . . . . . . .            5,498           107,767
                                                  ================  ================
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                        5


                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIT) EQUITY
                 FOR QUARTERS ENDED MARCH 31, 2001 AND 2000 AND
                            AS OF MARCH 31, 2001
<TABLE>
<CAPTION>
<S>                                                  <C>         <C>           <C>              <C>           <C>
                                                     ADDITIONAL  TOTAL
                                                     PAID-IN     ACCUMULATED   STOCKHOLDERS'
        DESCRIPTION . . . . . . . . . . . . . . . .  SHARES      AMOUNT        CAPITAL          DEFICIT       EQUITY
---------------------------------------------------  ----------  ------------  ---------------  ------------  ------------
BALANCE, 6/1/99 (INCEPTION) . . . . . . . . . . . .           0  $          0  $            0   $         0   $         0
Issuance of common stock, 6/1/99. . . . . . . . . .   1,000,000         1,000          25,618             0        26,618
Net (loss) at 12/31/99. . . . . . . . . . . . . . .           0             0               0       (19,449)      (19,449)
BALANCE , 12/31/99. . . . . . . . . . . . . . . . .   1,000,000         1,000          25,618       (19,449)        7,169
Stock Split, 3/31/00. . . . . . . . . . . . . . . .  14,155,556        14,156         (14,156)            0             0
Acquisition of public shell corporation, 4/17/00. .   4,400,000         4,400         495,600             0       500,000
Shares transferred by shareholder for services. . .           0             0         190,434             0       190,434
Shares transferred by shareholder for compensation.           0             0          39,875             0        39,875
Shares transferred by shareholder for consulting. .           0             0          10,000             0        10,000
Acquisition of eKnowledge.com, 8/19/00. . . . . . .           0             0          64,675             0        64,675
Shares issued in European placement . . . . . . . .           0             0         102,716             0       102,716
Net (loss) for period ended 12/31/00. . . . . . . .           0             0               0    (1,131,285)   (1,131,285)
BALANCE , 12/31/00. . . . . . . . . . . . . . . . .  19,555,556        19,556         914,762    (1,150,734)     (216,416)
Shares issued in European placement . . . . . . . .           0             0          75,475             0        75,475
Net (loss) for period ended 3/31/01 . . . . . . . .           0             0               0      (340,818)     (340,818)
BALANCE, 3/31/01. . . . . . . . . . . . . . . . . .  19,555,556        19,556         990,237    (1,491,552)     (481,759)
                                                     ==========  ============  ===============  ============  ============
</TABLE>
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                        6


                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR QUARTERS ENDED MARCH 31, 2001 AND 2000 AND
                          YEAR ENDED DECEMBER 31, 2000

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Nature  of  Operations
eKnowledge  Group,  Inc.  (the  "Company") provides educational training courses
over the internet and through other media sources.  The Company was incorporated
in  the  State  of  Nevada  on  June  1,  1999  and conducts its operations from
facilities  located  in  Corona,  California.

Basis  of  Presentation
On  April  17,  2000, Richmond Services, Inc. ("Richmond") and eKnowledge Group,
Inc.  ("eKnowledge")  executed  an Acquisition Agreement (the "Agreement"), that
provided  for  Richmond acquiring all of the issued and outstanding common stock
of  eKnowledge  and  changing  its  name  to  eKnowledge Group, Inc.  eKnowledge
changed  its name to eKnowledge Research Division, Inc. ("eKnowledge Research").
In  connection  with  the  transaction, the shareholders of  eKnowledge received
15,155,556  shares  of  Richmond  common  stock  for  their 15,155,556 shares of
eKnowledge  which  represented  77.5%  of  the  Company.  As  a  result  of this
transaction, the former shareholders of eKnowledge acquired or exercised control
over  a  majority  of  the shares of Richmond.  Accordingly, the transaction has
been  treated  for  accounting purposes as a recapitalization of eKnowledge and,
therefore, these financial statements represent a continuation of the accounting
acquirer,  eKnowledge,  not Richmond, the legal acquirer.  In accounting for the
transaction:

i)     eKnowledge  is  deemed  to  be  the  purchaser  and surviving company for
accounting  purposes.  Accordingly,  its  net assets are included in the balance
sheet  at  their  historical  book  values.

ii)     Control  of  the  net  assets  and  business  of  Richmond  was acquired
effective  April  17,  2000  (the  "Effective Date").  This transaction has been
accounted  for  as  a  purchase  of  the  assets  and liabilities of Richmond by
eKnowledge.  At  the Effective Date, Richmond had cash of approximately $500,000
and  some liabilities in the form of accounts payable.  These payables were paid
prior  to  the  effective  date  under  the  terms of the transaction agreement.

iii)     The  consolidated  statements  of  operations  and  cash  flows include
eKnowledge's  results  of  operations  and cash flows from June 1, 1999 (date of
inception)  and  Richmond's  results  of  operations  from  the  Effective Date.
Richmond  had  no  operations  subsequent  to  the  effective  date.

The  consolidated financial statements include the accounts of eKnowledge Group,
Inc.  and  its  wholely  owned  subsidiary eKnowledge Research.  All significant
intercompany  balances  and  transactions have been eliminated in consolidation.

Use  of  Estimates
The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenue  and  expenses  during the period presented.
Actual  results  could  differ  from  those  estimates.

                                        7


                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR QUARTERS ENDED MARCH 31, 2001 AND 2000 AND
                          YEAR ENDED DECEMBER 31, 2000

Revenue  and  Expense  Recognition
Revenues  are  recognized  from  the sale of course publications as products are
shipped.  Other  revenues  are  recognized as earned or over the service period.
Cost  of sales includes the cost of production and development of related course
materials.  Such costs include professional consultation, printing, copying, and
related  promotional  materials  and  costs.

Cash  and  Cash  Equivalents
     The Company considers all highly liquid investments purchased with original
maturities  of  three  months  or  less  to  be  cash  equivalents.

Concentration  of  Credit  Risk
The  Company  places  its cash in what it believes to be credit-worthy financial
institutions.  However,  cash balances may exceed FDIC insured levels at various
times  during  the  year.

NOTE  2  -  LOANS  PAYABLE  -  SHAREHOLDER

The  Company  is obligated to a shareholder pursuant to a loan agreement bearing
interest at the current 5 year treasury bill rate plus 2% (6.75% of December 31,
2000).  Terms  of the loan provide for no payments until January 2002.  The loan
will  then  be  repaid  monthly  over 5 years, with annual principal payments of
$15,200.

Additionally,  the  Company  is further obligated to other shareholders who have
advanced  amounts  to the Company.  The terms of these loans are pay upon demand
and  provide  no  stated  interest  rate.

NOTE  3  -  CAPITAL  STOCK

On  April 17, 2000, Richmond issued 15,155,556 shares of stock for all the stock
-  15,155,556  shares  -  of  eKnowledge.  Before  the  transaction,  there were
4,400,000  shares  of Richmond outstanding.  After the transaction the ownership
of  Richmond  was  as  follows:

                                           Shares           Percent
          ----------------------------------------------------------
          Original  shareholders
            (including  public  owners)       4,400,000        22.5
          Former  owners  of  eKnowledge     15,155,556        77.5
          ----------------------------------------------------------
               Total                         19,555,556       100.0
          ==========================================================

Because  the  former  owners  of  eKnowledge  obtain  control  of  Richmond, the
transaction  would  normally  be  considered a purchase by eKnowledge.  However,
since  Richmond  is  not  a  business,  the  transaction  is  accounted for as a
recapitalization  of  eKnowledge  and  the  issuance  of  stock  by  eKnowledge
(represented  by  the  outstanding  shares  of  Richmond)  for  the  assets  and
liabilities of Richmond.  The value of the net assets of Richmond is the same as
their  historical  book  value.  As  part  of  this  recapitalization,  Richmond
shareholders  agreed  to  pay  all liabilities existing prior to the date of the
transaction.  Richmond's  liabilities  prior to the transaction were immaterial.

For  the recapitalization, the Company's equity accounts are restated to reflect
the 4,400,000 shares of the original shareholders of Richmond and the 15,155,556
shares  issued  based on the ratio of the exchange of 15,155,556 Richmond shares
for  15,155,556  of  eKnowledge shares.  Currently, the Company is authorized to
issue  up to 50,000,000 shares of the common stock with a par value of $.001 per
share.

                                        8


The  Company  has  entered  into various agreements with third parties to market
shares  of  its  common stock and to obtain financing.  In connection with these
agreements,  the  Company  issued  a  total of 13,800,000 shares in the names of
itself  and  the  investment  bankers.  The  shares  were  either  to be held as
collateral  or sold to investors.  As of March 31, 2001, none of the shares have
been  sold  and  no financing has been obtained.  The six million shares held in
the  names  of  third  parties  are  being returned and canceled.  None of these
shares  are  reflected  as  issued  and outstanding in the financial statements.

NOTE  4  -  NON-CASH  FINANCIAL  ACTIVITIES

     During  the  quarter  ended  March  31, 2001, the Company had the following
non-cash  activities:

-     The  Company's principal shareholder returned 80,000 of his shares, valued
at  $87,400  to  the Company, for no consideration, to be held as treasury stock
for  future  resale.  These  shares  were  sold  for  net  proceeds  of $75,475.

NOTE  65-  ADVANCES  FROM  SHAREHOLDERS

The  Company  had  advances  from 2 shareholders aggregating $210,992 during the
quarter ended March 31, 2001.  These advances bear no interest and are repayable
upon  demand.


UNAUDITED  INFORMATION

THE  INFORMATION  FURNISHED  HEREIN  WAS TAKEN FROM THE BOOKS AND RECORDS OF THE
COMPANY WITHOUT AUDIT.  HOWEVER, SUCH INFORMATION REFLECTS ALL ADJUSTMENTS WHICH
ARE,  IN THE OPINION OF MANAGEMENT, NECESSARY TO PROPERLY REFLECT THE RESULTS OF
THE  PERIOD  PRESENTED.  THE INFORMATION PRESENTED IS NOT NECESSARILY INDICATIVE
OF  THE  RESULTS  FROM  OPERATIONS  EXPECTED  FOR  THE  FULL  FISCAL  YEAR.



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

The  following  discussion  of our financial condition and results of operations
should  be  read  in  conjunction  with  our  Condensed  Consolidated  Financial
Statements  and  related  Notes  thereto  included elsewhere in this Report. The
discussion in this report contains forward-looking statements that involve risks
and  uncertainties. Our actual results may differ significantly from the results
discussed  in  the  forward-looking  statements.

                                    OVERVIEW

EKNOWLEDGE IS A LEADING PROVIDER OF E-LEARNING SERVICES AND PRODUCTS, delivering
interactive  multimedia  training and education programs over the Internet or on
CD-ROM.  The  company  sits  on  the cutting edge of technology by incorporating
streaming  video  into  many  eKnowledge  designed  programs.

THE  EKNOWLEDGE  SERVICES  consist  of  taking  other  organizations'  training,
education,  marketing,  and other programs and custom building them for delivery
over  the  Internet  or on CD-ROM.  By determining the organization's objectives
and  how  the program will be accessed, eKnowledge custom designs the program to
include  the  features which will achieve the program objectives while providing
the  users  with  the  best  available  method  of  delivery.

                                        9


As  one  of  the  few  providers  of  custom  designed  programs  featuring
video-streaming,  eKnowledge handles all aspects of development which the client
requires,  from  video  production  through  hosting  of  the  final  product.
eKnowledge  is  renowned  for  delivering effective video based solutions to all
users,  regardless  of  their  Internet  connection  speed.  eKnowledge programs
effectively  supplement  or  replace  existing live training, while offering the
organization  with  the  ability  to  track  user participation and performance.

eKnowledge  offers  services  to corporations in the areas of employee training,
product  training,  computer  applications  training,  customer  service,  and
marketing  and  sales.  In  addition,  eKnowledge  develops  the  programs  of
consultants,  publishers, universities, and professional and trade associations.

THE  EKNOWLEDGE  PRODUCTS consist of e-learning programs which are available for
purchase  by  organizations  or individuals.  Products are created by either the
eKnowledge  content  development  department,  or  in a joint venture with other
organizations  that  have  subject  matter  experts.  Joint venture products are
resold  by  organizations on a revenue share basis.  The eKnowledge products are
in  the  areas  of  Corporate  and Professional Training, Academic Programs, and
Standardized  Test  Preparations.

The  services and products of eKnowledge are supported by a professional team of
experts  in  technical  course  design,  custom  content  development, strategic
consulting,  and  systems  integration.

REVENUES  are  derived  from  contracts for services and product sales.  FEES ON
CONTRACTS  FOR  SERVICES  are  determined  by  the  length  of the program being
developed, the complexity of the program features, the level of participation in
the  design and content development, and any continuing service or support to be
provided.  Revenues  on  contracts  for  services  are  generally  recognized in
periodic  scheduled  payments  spanning  the life of the project.  REVENUES FROM
PRODUCT  SALES  are currently recognized in their entirety upon the sale for all
products  developed  by  the eKnowledge content development team.  Joint venture
product sales where e-commerce is managed by eKnowledge, revenues are recognized
immediately.  For  joint  venture product sales where commerce is managed by the
other  organization,  eKnowledge  revenue  will  be  recognized upon a scheduled
accounting  of  sales.

eKnowledge  incurred net losses of $1,131,285 in 2000, and $340,818 in the three
months  ending  March  31,  2001, and has yet to achieve operating income or net
income.  In the fourth quarter of 2000, eKnowledge shifted the business model to
the current model of services and products.  Limited operating history under the
services  and  products business model, combined with the emerging nature of the
e-learning  market,  among  other  factors,  make  the  prediction of our future
operating  results  relatively  difficult.

Until  the  second  quarter  of  2000, eKnowledge was engaged in a business plan
geared  at providing an array of e-learning products to six target markets, four
of  which were academic in nature.  Starting the third quarter of 2000, drawn by
market  demands,  the focus began to shift toward providing corporate e-learning
solutions as a primary objective, with the education market as a secondary point
of focus.  In the forth quarter of 2000, the business model was formally shifted
to  the  current  model  of  services  and products.  While current business and
prospects  under  this  model  are  demonstrating great promise, there is little
operating  history  on  which  to  evaluate  our  performance.

eKnowledge  has  experienced  growth  in  its  client  base,  in  the  amount of
intellectual  property  owned by the company, and in the number of joint venture
products  expected  to  produce significant revenues.  However, the company must
invest  in  infrastructure  growth,  intellectual  property  development,  and
continued  marketing,  among  other things.  As a result, the company expects to
continue  to  incur  annual  operating  losses  through  2001.  Profitability is
projected  for  August  2002, but there can be no assurance that eKnowledge will
achieve  profitability  or,  if  profitability  is  achieved,  that  it  will be
sustained.

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                                FUNDING ANALYSIS

On  April 22, 2001, eKnowledge entered into an executed agreement with H. Pester
of German concern ICCF, whereby an equity investment of $5,000,000.00 US will be
infused  in  June  of  2001. Additionally, the company has secured an additional
timed  investment  of  $1,000,000  over  the  next  six  months  through  TMG of
Switzerland.  This  $6 million infusion will sustain eKnowledge through at least
the  end  of  2003,  even  in  the  event  of  a  significant economic downturn.


                              RESULTS OF OPERATIONS

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000.

REVENUE

TOTAL  REVENUE increased from $7,720 in the three months ended March 31, 2000 to
$21,703  in  the  three  months  ended  March  31,  2001.

COST  OF  SALES

TOTAL  COST  OF  SALES increased from $6,596 in the three months ended March 31,
2000  to  $94,990  in the three months ended March 31, 2001.  The increases were
attributable  the  increase in the number and types of products being developed.

SALES  AND  MARKETING

SALES  AND MARKETING EXPENSES consist of sales and marketing personnel costs, as
well  as  travel,  trade shows, public relations, and other marketing literature
and  overhead.  Sales  and  marketing  expenses were $10,629 in the three months
ended  March 31, 2000 and $37,174 in the three months ended March 31, 2001.  The
increase  was due to the development of sales and marketing departments in-house
and  the  launch of an aggressive trade show / lead generation campaign, both in
January  2001,  compared  with  relatively little spending in this area over the
same time period in 2000.  Sales and marketing expenses are expected to continue
to  increase  in  absolute  dollars in the future as we continue to increase our
sales  and  marketing  efforts  in  both  services  and  products.

GENERAL  AND  ADMINISTRATIVE

General  and  administrative  expenses  consist  primarily of salaries and other
personnel-related  expenses  for  our  administrative,  executive  and  other
personnel.  General  and  administrative expenses increased from $45,299 for the
three  months  ended  March 31, 2000 to $267,499 in the three months ended March
31,  2001.  The  increase  is  due  to  the  increased  number  of employees and
increased business activities.  General and administrative expenses are expected
to  increase  in  absolute  dollars  in  the  future.

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                          PART  II:  OTHER  INFORMATION

ITEM  5.  OTHER  INFORMATION.  OUR  REGISTRATION STATEMENT WAS VOLUNTARILY FILED
PURSUANT  TO  SECTION  12(G) OF THE SECURITIES EXCHANGE ACT OF 1934, IN ORDER TO
COMPLY  WITH  THE REQUIREMENTS OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS
FOR QUOTATION ON THE OVER-THE-COUNTER BULLETIN BOARD, OFTEN CALLED ?OTCBB?. THIS
REGISTRANT'S COMMON STOCK IS NOT PRESENTLY QUOTED ON ANY EXCHANGE AT THE PRESENT
TIME.  THE  REQUIREMENTS  OF  THE  OTCBB  ARE  THAT THE FINANCIAL STATEMENTS AND
INFORMATION  ABOUT THE REGISTRANT BE REPORTED PERIODICALLY TO THE SECURITIES AND
EXCHANGE  COMMISSION  ("SEC")  AND BE AND BECOME INFORMATION THAT THE PUBLIC CAN
ACCESS  EASILY.  THIS  REGISTRANT  WISHES  TO  REPORT  AND  PROVIDE  DISCLOSURE
VOLUNTARILY,  AND WILL FILE PERIODIC REPORTS IN THE EVENT THAT ITS OBLIGATION TO
FILE SUCH REPORTS IS SUSPENDED UNDER THE EXCHANGE ACT. OUR 1934 ACT REGISTRATION
BECAME  EFFECTIVE  AND  CLEAR OF COMMENTS BY THE STAFF OF THE SEC ON JANUARY 31,
2001.  NOW  THAT  WE  ARE ELIGIBLE FOR CONSIDERATION FOR QUOTATION ON THE OTCBB,
MANAGEMENT  HAS  SUBMITTED  DOCUMENTATION  TO  ONE  OR  MORE  NASD  MEMBERS  FOR
PERMISSION  TO  PUBLISH  QUOTES  FOR  THE PURCHASE AND SALE OF THE SHARES OF THE
COMMON  STOCK  OF  THE  REGISTRANT  ON  THE  OTCBB.


SIGNATURES


IN  ACCORDANCE  WITH  THE  REQUIREMENTS  OF  THE  EXCHANGE  ACT,  THE REGISTRANT
CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED.


/s/Gary Saunders
   Gary Saunders
   President


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