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  JUNE  30,  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  JUNE  30,  2001,  THE  NUMBER  OF SHARES OUTSTANDING OF THE REGISTRANT'S
COMMON  STOCK  WAS  24,365,052.


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

                                        1


PART  I:  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

THE  FINANCIAL  STATEMENTS,  FOR  THE  SIX  MONTHS ENDED JUNE 30, 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
BELIEVESTHAT  THE  DISCLOSURES  ARE  ADEQUATE  TO  MAKE  THE  INFORMATION  NOT
MISLEADING.

                                        2


                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                                  BALANCE SHEET
        AS  OF  JUNE  30,  2001  AND  2000  AND  DECEMBER  31,  2000
<TABLE>
<CAPTION>
                                                      (unaudited)     (unaudited)        (audited)
                                                     June 30, 2001   June 30, 2000   December 31, 2000
                                                    ---------------  --------------  ------------------
<S>                                                 <C>              <C>             <C>
ASSETS
                                                    CURRENT ASSETS
    Cash and Cash Equivalents. . . . . . . . . . .          15,719         358,036              33,889
    Receivable . . . . . . . . . . . . . . . . . .           1,343          30,084               3,293
    Inventory. . . . . . . . . . . . . . . . . . .           4,218          10,708               6,638
    Prepaid Expenses . . . . . . . . . . . . . . .           1,875          18,191               3,750
                                                                     --------------
      TOTAL CURRENT ASSETS . . . . . . . . . . . .          23,155         417,019              47,570
  PROPERTY AND EQUIPMENT
    Furniture and Equipment. . . . . . . . . . . .          83,916          27,853              77,445
    Less: Accumulated Depreciation . . . . . . . .         (16,553)         (1,907)             (8,470)
                                                    ---------------  --------------  ------------------
      PROPERTY AND EQUIPMENT, NET. . . . . . . . .          67,363          25,946              68,975
  OTHER ASSETS
    Deposits - Rent. . . . . . . . . . . . . . . .           7,637          10,606               7,637
    Intangible Assets. . . . . . . . . . . . . . .         105,663          16,829             106,505
    Less: Accumulated Amortization . . . . . . . .         (33,325)         (1,683)            (16,416)
      TOTAL OTHER ASSETS . . . . . . . . . . . . .          79,975          25,752              97,726
                                                    ---------------  --------------  ------------------
      TOTAL ASSETS . . . . . . . . . . . . . . . .         170,493         468,717             214,271
                                                    ===============  ==============  ==================

LIABILITIES AND STOCKHOLDER'S EQUITY
  CURRENT LIABILITIES
    Accounts Payable . . . . . . . . . . . . . . .         427,950           3,611             153,478
    Accrued Expenses . . . . . . . . . . . . . . .         229,594          92,998
    Notes Payable. . . . . . . . . . . . . . . . .           7,500               -               7,500
    Deposits Payable . . . . . . . . . . . . . . .           1,200           1,000               1,200
      TOTAL CURRENT LIABILITIES. . . . . . . . . .         666,244           4,611             255,176
  LONG-TERM LIABILITIES
    Note Payable . . . . . . . . . . . . . . . . .          99,995           7,500              75,995
    Other Liabilities. . . . . . . . . . . . . . .           4,214               -               5,516
    Loans from Shareholders. . . . . . . . . . . .         132,222               -              94,000
                                                    ---------------  --------------  ------------------
      TOTAL LONG-TERM LIABILITIES. . . . . . . . .         236,432           7,500             175,511
                                                    ---------------  --------------  ------------------
  TOTAL LIABILITIES. . . . . . . . . . . . . . . .         902,675          12,111             430,687
STOCKHOLDER'S EQUITY
    Common Stock . . . . . . . . . . . . . . . . .          24,365          19,556              19,556
    Additional Paid-in Capital . . . . . . . . . .       1,212,848         766,038             914,762
    Accumulated Deficit. . . . . . . . . . . . . .      (1,969,395)       (328,988)         (1,150,734)
                                                    ---------------  --------------  ------------------
      TOTAL STOCKHOLDER'S EQUITY . . . . . . . . .        (732,182)        456,606            (216,416)
                                                                     --------------  ------------------
        TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY         170,493         468,717             214,271
                                                    ===============  ==============  ==================
</TABLE>

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

                                        3


                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                             STATEMENT OF OPERATIONS
          FOR THE SIX MONTHS AND QUARTERS ENDED JUNE 30, 2001 AND 2000
<TABLE>
<CAPTION>
                                                       (UNAUDITED)                        (UNAUDITED)
                                                     SIX MONTHS ENDED                    QUARTER ENDED
                                               JUNE 30, 2001    JUNE 30, 2000    JUNE 30, 2001    JUNE 30, 2000
                                              ---------------  ---------------  ---------------  ---------------
<S>                                           <C>              <C>              <C>              <C>
Sales. . . . . . . . . . . . . . . . . . . .  $       62,163   $       36,369   $       40,460   $       30,429
Cost of sales. . . . . . . . . . . . . . . .         138,906           76,294           43,916           76,294
                                              ---------------  ---------------  ---------------  ---------------
Gross profit . . . . . . . . . . . . . . . .         (76,743)         (39,925)          (3,456)         (45,865)

Selling, general and administrative expenses         741,888          292,676          437,722          245,042
                                              ---------------  ---------------  ---------------  ---------------
Loss before other income & provision
  of taxes . . . . . . . . . . . . . . . . .        (818,631)        (332,601)        (441,178)        (290,907)
Interest expense . . . . . . . . . . . . . .             (86)               -                -                -
Interest income. . . . . . . . . . . . . . .              56            3,769                -            3,769
Other income . . . . . . . . . . . . . . . .               -           19,293                -           19,293
                                              ---------------  ---------------  ---------------  ---------------
Loss before provision for income taxes . . .        (818,661)        (309,539)        (441,178)        (267,845)
Provision for income taxes . . . . . . . . .               -                -                -                -
                                              ---------------  ---------------  ---------------  ---------------
Net loss . . . . . . . . . . . . . . . . . .        (818,661)        (309,539)        (441,178)        (267,845)
                                              ===============  ===============  ===============  ===============
Weighted average shares outstanding. . . . .      20,757,930       19,555,556       19,555,556       18,272,223
                                              ===============  ===============  ===============  ===============
Loss per share, basic & diluted. . . . . . .           (0.04)           (0.02)           (0.02)           (0.01)
                                              ===============  ===============  ===============  ===============
</TABLE>

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

                                        4


                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                             STATEMENT OF CASH FLOWS
                   FOR SIX MONTHS ENDED JUNE 30, 2001 AND 2000
<TABLE>
<CAPTION>
                                                        (unaudited)       (unaudited)        (audited)
                                                       June 30, 2001    June 30, 2000    December 31, 2000
                                                      ---------------  ---------------  -------------------
<S>                                                   <C>              <C>              <C>
CASH FLOWS FROM OPERATION ACTIVITIES
  Net loss . . . . . . . . . . . . . . . . . . . . .  $     (818,661)  $     (309,539)  $       (1,131,285)
  ADJUSTMENTS TO RECONCILE NET INCOME TO
  NET CASH PROVIDED BY OPERATING ACTIVITIES:
    Depreciation and Amortization. . . . . . . . . .          24,992            2,338               23,633
    Stock Compensation . . . . . . . . . . . . . . .               -           58,542               39,875
    Consulting Services for Stock. . . . . . . . . .               -           10,000               10,000
    Receivables. . . . . . . . . . . . . . . . . . .           1,950          (30,084)              (3,293)
    Inventory. . . . . . . . . . . . . . . . . . . .           2,420            3,513                7,583
    Prepaid Expenses . . . . . . . . . . . . . . . .           1,875          (18,191)              (3,750)
    Deposits - Rent. . . . . . . . . . . . . . . . .               -          (10,606)              (7,637)
    Accounts Payable . . . . . . . . . . . . . . . .         274,472           (8,411)             141,456
    Accrued Expenses . . . . . . . . . . . . . . . .         136,595                -               92,198
    Deposits Payable . . . . . . . . . . . . . . . .               -           (1,400)              (1,200)
    Deferred Liab. . . . . . . . . . . . . . . . . .          (1,302)           5,516
    Income Tax Payable . . . . . . . . . . . . . . .               -             (800)
                                                                       ---------------
      NET CASH PROVIDED BY OPERATIONS. . . . . . . .        (377,659)        (304,638)            (826,904)
                                                      ---------------  ---------------  -------------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Furniture and Equipment. . . . . . . . . . . . .          (6,471)         (25,796)             (75,388)
    Intangible Assets. . . . . . . . . . . . . . . .             842                -              (25,000)
    Cash acquired through acquisition. . . . . . . .               -          500,000              500,000
                                                      ---------------  ---------------  -------------------
      NET CASH PROVIDED BY INVESTING . . . . . . . .          (5,629)         474,204              399,612
                                                      ---------------  ---------------  -------------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Notes Payable. . . . . . . . . . . . . . . . . .          24,000           (2,000)              73,995
    Loans from Shareholders. . . . . . . . . . . . .          38,222                -               94,000
    Issuance of common stock and contributed capital         261,419          190,434              102,716
    Common Stock - par value . . . . . . . . . . . .           4,809
    Consulting Services for Stock. . . . . . . . . .          36,668                -              190,434
      NET CASH PROVIDED BY FINANCING ACTIVITIES. . .         365,118          188,434              461,145
                                                      ---------------  ---------------  -------------------
    NET INCREASE IN CASH . . . . . . . . . . . . . .  $      (18,170)  $      358,000   $           33,853
                                                      ===============  ===============  ===================
  CASH BALANCE AT BEGINNING OF PERIOD. . . . . . . .          33,889               36                   36
                                                      ---------------  ---------------  -------------------
  CASH BALANCE AT END OF PERIOD. . . . . . . . . . .          15,719          358,036               33,889
                                                      ===============  ===============  ===================
</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 SIX MONTHS ENDED JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                                  ADDITIONAL                   TOTAL
                                                            COMMON STOCK           PAID-IN    ACCUMULATED  STOCKHOLDERS'
                                                        SHARES        AMOUNT       CAPITAL      DEFICIT       EQUITY
<S>                                                  <C>           <C>           <C>          <C>           <C>
DESCRIPTION

BALANCE, 6/1/99 (INCEPTION) . . . . . . . . . . . .            -   $         -   $        -   $         -   $        -
Issuance of common stock, 6/1/99. . . . . . . . . .    1,000,000         1,000       25,618                     26,618
Net (loss) at 12/31/99. . . . . . . . . . . . . . .                                               (19,449)     (19,449)
Stock Split, 3/31/00. . . . . . . . . . . . . . . .   14,155,556        14,156      (14,156)                         -
Acquisition of public shell corporation, 4/17/00. .    4,400,000         4,400      495,600                    500,000
Shares transferred by shareholder for services. . .                                 190,434                    190,434
Shares transferred by shareholder for compensation.                                  39,875                     39,875
Shares transferred by shareholder for consulting. .                                  10,000                     10,000
Acquisition of eKnowledge.com, 8/19/00. . . . . . .                                  64,675                     64,675
Shares issued in European placement . . . . . . . .                                 102,716                    102,716
Net (loss) for period ended 12/31/00. . . . . . .                                          .   (1,131,285)   (1,131,285)
Shares issued in European placement, 3/31/01. . . .                                 102,716                    102,716
Shares issued for services/consulting . . . . . . .    2,000,000         2,000       34,668                     36,668
Shares issued in European placement, 6/30/01. . . .    2,809,496         2,809      160,702                    163,512
Net (loss) for period ended 6/30/01 . . . . . . . .                                              (818,661)     (818,661)

BALANCE, 6/30/01. . . . . . . . . . . . . . . . . .   24,365,052   $    24,365   $1,212,848   $(1,969,395)  $(732,182)
                                                     ============  ============  ===========  ============  ==========
</TABLE>

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

                                        6


NOTES  TO  FINANCIAL  STATEMENTS

                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR QUARTERS ENDED JUNE 30, 2001 AND 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.

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

Revenue  and  Expense  Recognition
----------------------------------
Revenues  are  recognized  from  the sale of course publications as products are
shipped.  Other  revenues  are recognized as earned.  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.

Interim  Financial  Information
-------------------------------
The  accompanying  unaudited  interim financial statements have been prepared by
the Company in accordance with generally accepted accounting principles pursuant
to  Regulation  S-B  of  the  Securities  and  Exchanges  Commission.  Certain
information  and  footnote  disclosures  normally  included in audited financial
statements  prepared in accordance with generally accepted accounting principles
have been condensed or omitted.  Accordingly, these interim financial statements
should  be  read  in  conjunction  with  the  Company's financial statements and
related  notes as contained in Form 10-KSB for the year ended December 31, 2000.
In  the  opinion  of  management,  the  interim financial statements reflect all
adjustments,  including  normal  recurring  adjustments,  necessary  for  fair
presentation  of  the  interim periods presented.  The results of operations for
the  six months ended June 30, 2001 are not necessarily indicative of results of
operations  to  be  expected  for  the  full  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 payable upon
demand  and  provide  no  stated  interest  rate.

                                        7


NOTE  3  -  CAPITAL  STOCK

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 over 13,800,000 shares in the names of
itself and its investment bankers.  Of the total, approximately 2,800,000 shares
were  distributed  for  cash  investment during the quarter ended June 30, 2001.

In  June  of  2001,  the  Board  of  Directors  authorized the issuance of up to
3,138,000  shares  of  the  Common  stock  pursuant  to the Company's 2001 STOCK
COMPENSATION  PLAN  (Compensation  Plan).  The  Compensation  Plan  awards stock
options  in  an effort to further compensate its existing employees and officers
and  non-employee  directors  and consultants, secure their continued employment
effort,  and  attract  highly  qualified  employees and consultants, as they are
needed.  As  of  June  30, 2001, approximately 2,000,000 of the shares have been
distributed  as  payment  for  services.


NOTE  4  -  NON-CASH  FINANCIAL  ACTIVITIES

     During  the  six  months ended June 30, 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.

-     On June 4, the Company entered into two separate agreements for consulting
services.  The  agreements  entitle  the consultants to 1,000,000 shares each in
lieu  of  cash.  The  consulting services are to be rendered over twelve months,
and call for a prorata return of shares in the event the services stopped before
the  end  of  the  twelve  months.  At the date of the agreements, the Company's
stock  was  trading  at  $.22 per share.  At June 30, approximately 1/12 of each
contract was earned, or $18,334 per contract.  A total of $36,668 was charged to
consulting  expenses.


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.

                                        8


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.

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.

                                        9


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.

Our  work  product  introduced  us  to  Fisher  &  Phillips, and the founding of
Prevention  Point  below

PREVENTIONPOINT

PreventionPoint  is  an  online Human Resources community that provides training
and services geared toward litigation prevention and risk limitation, including:

-     Online  compliance  training  for  managers  and  employees.
-     Referrals  to  Preferred  HR  Service  Providers.  These  are vendors that
      provide  preventative  services,  like  screening,  drug  testing,  etc.
-     Customizable  employee handbooks, as well as HR forms and compliance kits.

Prevention  Point is a Joint Venture between eKnowledge and Fisher & Phillips, a
prestigious labor law firm established in 1943.  $500,000 dollars in funding and
$500,000  in  intellectual  property  has  been  committed  to Prevention Point.
Additionally,  Prevention  Point will be marketed to the thousands of clients of
Fisher  &  Phillips,  such  as  Hyatt, Miller Brewing Company, Wells Fargo Bank,
Airborne  Express,  etc

In addition to the revenues that will be derived from the Company's ownership of
Prevention Point - the Company will derive the benefits of the relationships the
Fisher  &  Phillips  attorneys  have  with  their  clients in acquiring more and
substantial  e-learning  work  for  eKnowledge.

Safe  Schools  Series

eKnowledge owns the intellectual property to a series of products entitled, "The
Safe  School  Series."  This  series is being developed to include 4 - 6 titles.
The Safe School Series teaches students appropriate conduct, involves parents in
the process to increase accountability, and shields schools from legal liability
by  documenting  student  participation.  Organizations  such  as  the  National
Educators  Association  and  the  Red  Cross  are also involved in this project.

The first in the series, "Acceptable Use Policy" (AUP) or "The Internet Driver's
License"  will  be  marketed  by  our  distribution partners in September, 2001.

The  series  is  being  marketed  and  distributed  through an agreement we have
entered  into  with  Education  World  and Edmin.  These organizations currently
provide  products  and  services  to  thousands  of school districts nationwide.

Test  Preparation

eKnowledge  owns  the  intellectual  property to 6 full service test preparation
courses  and  30+  supplemental test preparation courses:  SAT (2,000,000 annual
takers),  ACT (1,000,000) , LSAT (100,000), GMAT (270,000), GRE (400,000), TOEIC
(2,000,000).  These  courses  are  high  quality  programs  similar  to  a "live
seminar"  yet  intended to be delivered over the Internet via video streaming or
upon  CD-ROM.  To replicate the hundreds of hours of lectures and workshops, the
thousands  of  practice  questions & explanatory answers, and the practice tests
would  be  in  excess  of  $3  million  dollars.

                                       10


On  August  3,  2001  eKnowledge  Group,  Inc.  signed an exclusive distribution
contract  for  our  LSAT  (Law  School  Admissions  Test)  Program  with the law
fraternity,  Phi  Alpha  Delta.  The Phi Alpha Delta pre-law organization is the
largest  pre-law  organization  in  the  U.S.

Our  distribution  partners  in  K  -  12,  Education  World and Edmin will also
leverage  their  contacts  in  Fall 2001 for SAT & ACT at the high school level.

e-Learning  Joint  Ventures

eKnowledge  will enter into Joint Venture relationships where we feel eKnowledge
can  enhance a product and service offering.  eKnowledge will make an investment
of time and material for an equity position in the venture.  Ventures considered
typically  have  the  following  traits:  A  Strong Distribution Channel; Unique
Offering;  Market  Demand;  Favorable  Gross Margins; Barriers to Entry; Quality
Management;  Well  Funded,  etc.

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 as they
are  earned.  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 $818,661 in the six
months  ending  June  30,  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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                              RESULTS OF OPERATIONS

Six  Months  and  Quarter Ended June 30, 2001 Compared to Six Months and Quarter
Ended  June  30,  2000.

REVENUE

TOTAL  REVENUE  increased  from $36,369 in the six months ended June 30, 2000 to
$62,163  in  the six months ended June 30, 2001.  This increase is attributed to
sales of services that did not exist in the prior year.  Total revenue increased
by  over  approximately $22,000 during  the  three months ended June 30, 2001.
This increase resulted  from additional sales of services by the Company during
the quarter.

COST  OF  SALES

TOTAL COST OF SALES increased from $76,294 in the six months ended June 30, 2000
to  $138,906  in  the  six  months  ended  June  30,  2001.  The  increases were
attributable  the  increase in the number and types of products being developed.
The  cost  of  sales  dropped from $76,294 in the quarter ended June 30, 2000 to
$43,916  in  the  quarter ended June 30, 2001.  This drop from the prior year is
primarily  due  to  the  decrease of development on products during the quarter.

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 $47,206 in the six months ended
June  30,  2000 and $51,517 in the six months ended June 30, 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 $292,676 for the
six months ended June 30, 2000 to $741,888 in the six months ended June 30, 2001
and  from $245,042 during the quarter ended June 30, 2000 to $437,722 during the
quarter  ended  June  30,  2001.  The  increase  during  both the six months and
quarter ended is due to the increased number of employees and increased business
activities  from  one year to the next.  General and administrative expenses are
expected  to  increase  in  absolute  dollars  in  the  future.

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.

                                       12


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.

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