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 Quarter ended September 30, 2000

                         Commission File Number: 0-29183

                             EKNOWLEDGE GROUP, INC.
                    formerly known as Richmond Services, Inc.

Nevada                                                                91-1982250
(Incorporation)                                                    (IRS  Number)

1520  West  Sixth  Street,  Suite  101,  Corona,  CA                       92880
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:         (909)  372-2800

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:         None

Securities  registered  pursuant  to  Section  12(g)  of the Act:     19,555,556

Yes[x]   No[]  (Indicate  by check mark whether the Registrant (1) has filed all
reports  required  to be filed by Section 13 or 15(d) of the Securities Exchange
Act  of 1934 during the preceding 12 months (or for such shorter period that the
Registrant  was  required to file such reports) and (2) has been subject to such
filing  requirements  for  the  past  90  days.)


As  of  September 30, 2000, the number of shares outstanding of the Registrant's
Common  Stock  was  19,555,556.

                                        1
<PAGE>

                          PART I: FINANCIAL INFORMATION


                         ITEM 1.   FINANCIAL STATEMENTS.

     eKnowledge  Group,  Inc.,  previously  eTestPrep,  Inc.  (the Company), was
incorporated  in  the  state  of  Nevada  on  June  1,  1999, for the purpose of
providing educational training courses over the Internet and through other media
sources.  Effective April 17, 2000, Richmond Services, Inc. (Richmond), acquired
all  of  the  issued  and outstanding common stock of the Company. Currently the
Company  has  50,000,000  common  shares  authorized,  with 19,555,556 shares of
common  stock  issued  and  outstanding.  There  are currently approximately 450
shareholders  in  the  Company.  As  a  result of the transaction, the Company's
former shareholders obtained control of Richmond, a blank-check corporation with
no  operations.  For accounting purposes, this acquisition has been treated as a
re-capitalization  of  the  Company.  The accompanying financial statements have
been prepared in conformity with generally accepted accounting principles, which
contemplate  continuation of the Company as a going concern. Attached hereto and
incorporated  herein  by  this reference are the following financial statements:


--------------------------------------------------------------------------------
Exhibit                      FINANCIAL  STATEMENTS
--------------------------------------------------------------------------------
00QF-2     Un-Audited  Financial Statements for the three months and nine months
ended  September  30,  2000
--------------------------------------------------------------------------------


       ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


                         EKNOWLEDGE GROUP, INC. OVERVIEW

We  provide  online  interactive  video  streamed  learning  programs  in  the
supplemental  education  market.  Additionally,  we  provide corporate solutions
designed  to  address  the  strategic  business  objectives  of our customers by
helping  them  to  increase employee productivity, education access and decrease
the  overwhelming  cost  of corporate training. We host and centrally manage all
software  and  content,  significantly  reducing  our  customers'  learning
infrastructure costs and enabling us to rapidly update or customize our courses.
Our  Web-based  solutions  deliver  content  on  new  initiatives,  products  or
processes  to large, geographically dispersed groups who can access courses from
anywhere, at anytime through a standard Web browser. Our interactive video-based
design  approach  encourages  active  learning  among  the  participants.

As of September 30, 2000, we had over 2000 customers.  We also maintained online
courses in the standardized test preparation area and providing corporate online
delivery  services in the technology, financial services, and telecommunications
industries.  Clients  in  the corporate education arena include Citibank, eGoose
and  Practicing  Law  Institute.

In  August,  the  Company  successfully  acquired  the rights to the domain name
"eKnowledge.com."  This  acquisition  gives  us  all rights and interests in the
trademark  "eknowledge,"  as registered by the U.S. Patent and Trademark Office.
We  believe that the use of this trademark provides us intellectual property and
a  recognizable  trademark in the online, educational marketplace.  As such, our
domain  name  was  changed  at  that  time  to  "eKnowledge.com."

                                        2
<PAGE>

 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


NET  SALES

Net  product  sales  include the selling price of the HOME LSAT program offering
sold  by  the Company, net of returns, as well as outbound shipping and handling
charges.

For  the  nine  months  ended  September 30, 2000, total revenues increased from
$23,128 to $91,857 over the same period last year.  This increase is largely due
to  the start-up nature of the Company as of September 30, 1999 and the increase
in  product  offerings.  Further,  by  virtue  of  the  acquisition  by Richmond
Services  and  the  contribution  of  cash  on  April  17, 2000, the majority of
operations  have  taken  place since then.  We expect that revenues from product
sales  will  continue to grow as we launch new products and continue to increase
our  product  offerings  and  services.

GROSS  PROFIT

Gross  profit  is calculated as net sales less the cost of sales, which consists
of the cost of developing and producing the products sold to customers.  Cost of
sales exceeded net revenues resulting in a gross loss due to the Company's focus
on  product  development for the quarter ending September 30, 2000.  As a result
of  these  product development efforts, the Company's product offering has grown
from  one  test  review  course  to five courses, as well as continue developing
contracts  for  individual  companies.

MARKETING  AND  SALES

Marketing  and sales expenses consist primarily of advertising, public relations
and promotional expenditures.  Through the quarter ended September 30, 2000, the
Company  had  not spent significant amounts on marketing and sales.  The Company
intends  to  increase  these expenses as it continues its branding and marketing
campaigns,  and  as  it  increases  is  sales efforts.  As a result, the Company
expects  marketing  and  sales  expenses  to continue to increase significantly.

PRODUCT  DEVELOPMENT

Product  development  expenses  are  reported  as  Cost  of Sales and consist of
payroll  and  related  expenses  for  developing  new  products,  developing and
maintaining  the  Company's  web  sites  and  supporting  technology.


GENERAL  AND  ADMINISTRATIVE

General  and  administrative  ('G&A')  expenses  consist  of payroll and related
expenses  for  executive,  finance  and  administrative  personnel,  recruiting,
professional  fees  and  other  general  corporate  expenses.  These  expenses
increased  dramatically  in  the quarter ended September 30, 2000 as the company
began  building  its management team and staffing its technical department.  The
Company  expects  these  costs  to continue to increase, as additional resources
will  be  needed to support our new products and continue to offer new services.

STOCK-BASED  COMPENSATION

Stock-based  compensation  is  comprised of consideration offered to a number of
key  employees  as part of their employment agreements.  This consideration must

                                        3
<PAGE>

be  classified  as  compensation  expense  under  generally  accepted accounting
principles.

Approximately  1.4  million  shares  of  restricted  common stock were issued to
several  key  employees  of  the Company in May 2000.  The compensation is being
amortized  over  the  vesting  period  that  ends  on  May  30,  2001

LIQUIDITY  AND  CAPITAL  RESOURCES

Since  April 17, 2000, the Company has satisfied its cash requirements primarily
through  private placements of equity securities (including the cash received at
the  time  of  the  acquisition  by  Richmond).

Net  cash  used  in operating activities was approximately $546,000 for the nine
months  ended  September  30,  2000.  Net  operating  cash  flows were primarily
attributable to quarterly net losses, increases in current assets, and continued
development  activities.  This  is  typical  of  start-up  companies.

Net  cash  provided  by  investing activities was $396,000, due primarily to the
cash  infusion  at  the  time  of  the  merger  with  Richmond.

Net  cash  provided by financing activities of approximately $188,000 relates to
additional  cash  received for stock, also a result of the merger with Richmond.

The  Company  is  currently  in  the  process  of raising additional funds.  The
Company  believes  that the cash proceeds from current investment agreements, in
addition  to  the  current  cash  balance  of  $38,000 at September 30, 2000, is
sufficient  to  meet the Company's anticipated cash needs. We are continuing our
discussions  with potential investors to raise the additional funds that will be
necessary  to meet our operating needs.  However, any projections of future cash
needs  and  cash  flows  are subject to substantial uncertainty. If current cash
that  may be generated from operations are insufficient to satisfy the Company's
liquidity  requirements, the Company may seek to sell additional equity.  Such a
sale  could  result  in  additional  dilution to the Company's stockholders.  In
addition,  the  Company  will, from time to time, consider the acquisition of or
investment  in  complementary  businesses,  products, services and technologies,
which  might impact the Company's liquidity requirements or cause the Company to
issue  additional  equity.  There  can  be  no  assurance that financing will be
available  in  amounts  or  on  terms  acceptable  to  the  Company,  if at all.

                                        4
<PAGE>

                           PART II: OTHER INFORMATION

                           ITEM 1.  LEGAL PROCEEDINGS

                                      None

                          ITEM 2.  CHANGE IN SECURITIES

                                      None

                    ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                                      None

           ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     On  April  17,  2000, our shareholders approved a Plan of Reorganization by
which  we  acquired  100%  of  eKnowledge  Group,  Inc.  (a private Nevada state
corporation  engaged  in  providing  supplemental,  distance  learning  over the
internet),  as  a  wholly-owned  subsidiary,  for the issuance of 15,155,556 new
investment  shares  of  common  stock;  and  we changed of our corporate name to
eKnowledge  Group,  Inc.

     The  terms  and  conditions of this acquisition are that Richmond Services,
Inc.  would  issue 15,155,556 shares (post reverse split) of the common stock of
the Company. These shares will not have been registered under the Securities Act
of 1933, and may not be resold unless the shares are registered under the Act or
an  exemption  from  such  registration  is  available. They would be Restricted
Securities  subject  to  the  holding periods of Rule 144. These shares shall be
issued  to  the shareholders of eKnowledge Group, Inc. As a part of the proposed
reorganization  and  acquisition,  the representatives of eKnowledge Group, Inc.
with  our cooperation will attempt to consummate a private placement offering on
behalf  of the to-be-reorganized Company, of up to 500,000 new investment shares
of  our common stock on a post-reverse stock split basis, by which approximately
$500,000  in  funding  would  be  obtained.

     Also  elected  were  five  Directors  to  serve  until  the next meeting of
shareholders:  Gary  S.  Saunders,  Scott  Hildebrandt,  Chris DeSantis, Mark S.
Zouvas  and  Wayne Saunders as Directors of the Company. The business experience
and  biographies  of  all  the  proposed  Directors  are  as  follows:

     GARY  S.  SAUNDERS  is  the  President  and  Chief  Executive  Officer  of
eKnowledge.  Prior  to  starting  eKnowledge,  Mr. Saunders was the President of
Longacre/White  Patent  Education  ("LWPE"),  a  company  that offers Patent Bar
Review  courses. He is widely credited with taking LWPE to the number one market
share  position  in  less than a year in the face of stiff competition, a mature
market,  and  a  company  undergoing a name change. Mr. Saunders has produced an
Online  Bar  Exam  Review  Program  for  Practicing  Law Institute, the Nation's
leading  Continuing Legal Education provider. Mr. Saunders was also the Director
of  Operations  for  the  Western  United  States for West Publishing's West Bar
Review,  Vice  President  of  Bar  Review  Operations  for American Professional
Testing  Services, Inc., the parent company of Barpassers bar review, and on the
management  team  that  oversaw  the  Sum  &  Substance  product line, a line of
supplemental  study  aids  for law students. Prior to APTS, Mr. Saunders was the
Director  of  GRE/GMAT/LSAT/MCAT  Operations  for  the Western United States for
Bar/bri's  Professional  Testing  Centers,  then a market leader in the field. A
leading  expert  in both test preparation and sales and marketing to the student
market, Mr. Saunders has participated in the start up of two other companies. He
is  a  member  of  the  State  Bar  of  California,  a graduate of Brigham Young
University  and  University  of  San  Diego  School  of  Law,  and is one of the
principal  lecturers  in  eKnowledge's  initial Home LSAT program as well as the

                                        5
<PAGE>

eTestprep.com  SAT  program.

     SCOTT  HILDEBRANDT  is the author and a principal lecturer in the Home LSAT
program  and  a  coauthor  and  lecturer  in  the  eTestprep  SAT  program.  Mr.
Hildebrandt  is the Senior Vice President of Academics for eKnowledge as well as
a  partner  in  the  Silicon  Valley  law  firm  of  Hildebrandt and Welker. Mr.
Hildebrandt formerly created the curriculum for a San Francisco test preparation
company,  Columbia  Review  Course.  When  he  taught for Bar/bri's Professional
Testing  Centers  he  was  the  Western  United  States  top rated lecturer. Mr.
Hildebrandt  is  also  the  author of a line of study aids for law students. Mr.
Hildebrandt  is  a  member of the State Bar of California, a graduate of Brigham
Young  University  and  its  J.  Reuben  Clark  Law  School.

     CHRIS  DESANTIS  is currently the Director of the Online Bar Review Program
at  Practicing Law Institute. PLI, a non-profit organization founded in 1933, is
the  nation's  premier provider of continuing legal education programs. Prior to
PLI  Mr. DeSantis was with The Washington Post's Kaplan Division working in both
the  Test  Preparation  and  Online  Law School areas. As Director of Kaplan CPA
Review, Mr. DeSantis introduced the concept of Online Test Preparation for those
taking  the  CPA  examination.  He  was on the management team that designed and
implemented  the first Online Law School, Concord. Prior to Kaplan, Mr. DeSantis
was  a  Director  for  West  Bar  Review.  A  graduate of Swarthmore College and
California  Western  University  School  of  Law,  Mr.  DeSantis  is licensed to
practice  law  in  California,  New  Jersey,  New  York,  and  Pennsylvania.

     MARK  ZOUVAS  was  previously  our  Sole Officer & Director. He was elected
August 12, 1999 and is nominated for re-election. Mr. Zouvas is 37 years old. He
was  appointed  to  the Board of Directors of the Company on October 5, 1999. He
serves  as  the  Company's Chief Financial Officer, a position he has held since
September,  1997.  From September 1993 to September, 1997, Mr. Zouvas worked for
Vantage  Capital  Management  Company  in Chicago, Illinois. Mr. Zouvas has a BA
from the University of California at Berkeley (Accounting and Real Estate). As a
staff  auditor  with  Price Waterhouse, he performed services for clients in the
banking  and  real  estate  industries.  Mr. Zouvas has been involved in several
venture  capital  transactions  over  the past five years. He is a Licensed Real
Estate  Broker  and  an  Accountant  in  California.  Mr.  Zouvas is currently a
principal in Delphi Consulting Group that specializes in taking companies public
through  reverse-merger  acquisitions.  Mr.  Zouvas  is also the Chief Financial
Officer  of  Power  Exploration,  Inc.,  a  publicly traded oil exploration firm
located  in  Fort  Worth,  Texas.

     WAYNE  SAUNDERS began his career in Consumer and Commercial Finance, rising
to  the  level  of President of Universal Finance. From Finance Saunders went to
Manufacturing  in  the  Plumbing  and Air Conditioning Industries leading Wright
Manufacturing  to  the  market  share leader position. Saunders has successfully
started  many  businesses  including,  Life  Insurance, Manufacturing, Equipment
Rental,  Commodities  Investment,  Oil  Development, and Real Estate Development
companies.  Saunders is credited with starting TuneMatic, the quick auto tune up
with  a  6  month  or  6,000  mile guarantee that he originated and sold to Andy
Granatelli.  Tune-up Masters continues to lead the tune up industry. Saunders is
a  graduate  of  St.  Mary's  with  a  BA  in  Business  Administration.

                           ITEM 5.  OTHER INFORMATION

     (A)  SECURITY  OWNERSHIP  OF  MANAGEMENT  AND  5%  OWNERS.

                                        6
<PAGE>

                                     TABLE A
                 OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE

<TABLE>
<CAPTION>
<S>                                      <C>         <C>
  Name and Address of Beneficial Owner.  Share
                                         Ownership         %
------------------------------------------------------------
Gary S. Saunders. . . . . . . . . . . .  12,107,696    61.91
527 Redwing Circle
Corona CA 92882
------------------------------------------------------------
Scott Hildebrandt . . . . . . . . . . .   1,000,000     5.11
1520 West Sixth Street, Suite 101
Corona, CA  92880
------------------------------------------------------------
Chris DeSantis. . . . . . . . . . . . .     200,000     1.02
1520 West Sixth Street, Suite 101
Corona, CA  92880
------------------------------------------------------------
Mark S. Zouvas. . . . . . . . . . . . .           0     0.00
1520 West Sixth Street, Suite 101
Corona, CA  92880
------------------------------------------------------------
Wayne Saunders. . . . . . . . . . . . .      50,000     0.26
1520 West Sixth Street, Suite 101
Corona, CA  92880
------------------------------------------------------------
All Officers and Directors as a Group .  13,357,696    68.31
------------------------------------------------------------
Total Shares Issued and Outstanding (1)  19,555,556   100.00
------------------------------------------------------------
</TABLE>

(1)  This  is  the  total  issued  and  outstanding.  It is not the total of the
previous columns. Ownership of shares may be attributed to more than one person.
The  total  of  the items shown therefore may be more or less than this total of
all  shares  issued  and  outstanding.

     (B)  NEW AUDITOR. We have engaged a new Independent Auditor, prospectively,
to  review  and  comment  on its next Annual Report, and to assist management in
preparing  other  current reports. There has been no dispute of any kind or sort
with  any  auditor  on  any  subject.  The  new and prospective Auditing firm is
Merdiner,  Fruchter,  Rosen  &  Corso,  888  7th  Avenue,  New  York,  NY 10106,
212-757-8400.  The decision to change accountants was recommended or approved by
our  new  Board  of Directors, following the change of control of this Reporting
Corporation.  The  former  accountant,  Todd  Chisholm,  and  Crouch, Bierwolf &
Chisholm,  neither  resigned  or  declined  to  stand  for  election. The former
accountant's report on the financial statements for either of the past two years
contained  no  adverse  opinion or disclaimer of opinion, nor was modified as to
uncertainty,  audit  scope  or accounting principles. During the two most recent
fiscal  years  and  later  interim  period  through  the  termination  of  the
client-auditor  relationship,  there were no disagreements of the type described
under  Item  304(a)(1)(iv)(A)  of  Regulation  S-B.


                           ITEM 6. REPORTS ON FORM 8-K

     A  Form  8-K  was  filed on April 17, 2000 to report the shareholder action
reported  in  Item  4  above. A Form 8-K was also filed on August 28, 2000 to
report the change of auditor in the above Item 5 (b).

                                    EXHIBITS

--------------------------------------------------------------------------------
Exhibit                      FINANCIAL  STATEMENTS
--------------------------------------------------------------------------------
00QF-2     Un-Audited  Financial Statements for the three months and nine months
ended  September  30,  2000
--------------------------------------------------------------------------------

                                        7
<PAGE>

                                   SIGNATURES


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended September 30, 2000, has been signed below
by  the  following person on behalf of the Registrant and in the capacity and on
the  date  indicated.


Dated:  November 10,  2000

                            BY THE BOARD OF DIRECTORS


                             EKNOWLEDGE GROUP, INC.
                    formerly known as Richmond Services, Inc.
                                       by


/s/Gary S. Saunders      /s/Scott Hildebrandt   /s/Chris DeSantis
  Gary  S.  Saunders        Scott  Hildebrandt     Chris  DeSantis


/s/Mark S. Zouvas      /s/Wayne Saunders
 Mark  S.  Zouvas         Wayne  Saunders

                                        8
<PAGE>

--------------------------------------------------------------------------------
                                 EXHIBIT 00QF-2

                         UN-AUDITED FINANCIAL STATEMENTS
          FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------------

                                        9
<PAGE>

                             EKNOWLEDGE GROUP, INC.
                                  Balance Sheet
                   For the fiscal year ended December 31, 1999
              And for the periods ended September 30, 1999 and 2000
<TABLE>
<CAPTION>
<S>                                           <C>                  <C>             <C>
                                                      (unaudited)     (unaudited)       (audited)
                                                  September 30, 2000  June 30, 1999   Dec. 31, 1999
-------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents. . . . . . . . . .              38,265           3,571              36
Accounts Receivable. . . . . . . . . . . . .              42,694               0               0
Inventory and Supplies . . . . . . . . . . .               7,621           6,765          14,221
Prepaid Expenses . . . . . . . . . . . . . .               5,625               0               0
Deposits . . . . . . . . . . . . . . . . . .               1,000               0               0
                                              -------------------  --------------  --------------
TOTAL CURRENT ASSETS . . . . . . . . . . . .              95,205          10,336          14,257

PROPERTY AND EQUIPMENT
Furniture and Equipment. . . . . . . . . . .              80,924           2,057           2,057
Less: Accumulated Depreciation . . . . . . .              (5,850)            (59)           (411)
                                              -------------------  --------------  --------------
PROPERTY AND EQUIPMENT, NET. . . . . . . . .              75,074           1,998           1,646

OTHER ASSETS
Deposits - Rent. . . . . . . . . . . . . . .               9,806               0               0
Intangible Assets, net . . . . . . . . . . .              39,725          15,146          15,988
                                              -------------------  --------------  --------------
TOTAL OTHER ASSETS . . . . . . . . . . . . .              49,531          15,146          15,988
                                              -------------------  --------------  --------------
TOTAL ASSETS . . . . . . . . . . . . . . . .             219,810          27,480          31,891
                                              ===================  ==============  ==============
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable . . . . . . . . . . . . . .              75,759               0          12,022
Contracts Payable. . . . . . . . . . . . . .              31,366
Deposits Payable . . . . . . . . . . . . . .                 800           2,400           2,400
Income Tax Payable . . . . . . . . . . . . .                   0             800             800
                                              -------------------  --------------  --------------
TOTAL CURRENT LIABILITIES. . . . . . . . . .             107,925           3,200          15,222
LONG-TERM LIABILITIES
Note Payable . . . . . . . . . . . . . . . .               7,500               0           9,500
                                              -------------------  --------------  --------------
TOTAL LONG-TERM LIABILITIES. . . . . . . . .               7,500               0           9,500
                                              ------------------   --------------  --------------
TOTAL LIABILITIES. . . . . . . . . . . . . .             115,425           3,200          24,722
STOCKHOLDER'S EQUITY
Common Stock . . . . . . . . . . . . . . . .              19,556          25,000          25,000
Additional Paid-in Capital . . . . . . . . .           1,409,996           1,618           1,618
Unearned Compensation. . . . . . . . . . . .            (468,333)         (2,338)              0
Accumulated Deficit. . . . . . . . . . . . .            (856,834)              0         (19,449)
                                              -------------------  --------------  --------------
TOTAL STOCKHOLDER'S EQUITY . . . . . . . . .             104,385          24,280           7,169
                                              ------------------   --------------  --------------
  TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY             219,810          27,480          31,891
                                              ===================  ==============  ==============
</TABLE>

                                       10
<PAGE>

                             EKNOWLEDGE GROUP, INC.
                             Statement of Operations
                   For the fiscal year ended December 31, 1999
              And for the periods ended September 30, 1999 and 2000
<TABLE>
<CAPTION>
<S>                                   <C>                   <C>                   <C>                   <C>
                                               (unaudited)           (unaudited)
                                      Nine Months Ended     Quarter Ended
                                      September 30, 2000    September 30, 1999    September 30, 2000    September 30, 1999
----------------------------------------------------------------------------------------------------------------------------
REVENUES
Sales. . . . . . . . . . . . . . . .  $            73,389   $            23,128   $            35,247   $            23,128
Sales Returns and Allowances . . . .               (2,318)                    0                  (545)                    0
Other Income . . . . . . . . . . . .                14210                     0                     0                     0
Interest Income. . . . . . . . . . .                 6576                     0                  2807                     0
                                     --------------------   --------------------  --------------------  --------------------
Total Revenues . . . . . . . . . . .                91857                 23128                 37509                 23128


COST OF SALES
                                                     1398                     0                     0
                                                       33                     0                     0                     0
                                                     8500                     0                     0                     0
                                                     3135                     0                     0                     0
                                                    31467                     0                     0                     0
                                                   136388                     0                     0                     0
COST OF SALES. . . . . . . . . . . .               180921                  7269                104627                  7269
                                     --------------------   --------------------  --------------------  --------------------
GROSS PROFIT . . . . . . . . . . . .             ($89,064)  $            15,860              ($67,118)  $            15,860

GENERAL AND ADMINISTRATIVE EXPENSES
Wages Expense. . . . . . . . . . . .               510762                  4398                309441                  3372
Consulting . . . . . . . . . . . . .                    0                  5090                     0                  5000
Rent . . . . . . . . . . . . . . . .                17547                   670                  8189                   670
Small Equipment. . . . . . . . . . .                 8596                     0                    55                     0
Legal and Professional Expense . . .                16933                  1125                 12633                  1125
Travel and Entertainment Expense . .                37353                  5186                  4246                  5186
Investor Relations . . . . . . . . .                46647                     0                 34144                     0
Marketing and Advertising. . . . . .                18008                  3084                 16412                  3084
Shipping and Printing. . . . . . . .                37556                  3940                 28460                  3940
Depreciation & Amortization. . . . .                 6702                   686                  4364                   627
Other Expense. . . . . . . . . . . .                48217                   745                 37701                   292
                                     --------------------   --------------------  --------------------  --------------------
TOTAL GENERAL AND ADMINISTRATIVE . .               748321                 24924                455645                 23295
                                     --------------------   --------------------  --------------------  --------------------
Net Operating Income before taxes. .            ($837,385)              ($9,064)            ($522,763)              ($7,436)
Provisions for Income taxes. . . . .                    0                     0                     0                     0
                                     --------------------   --------------------  --------------------  --------------------
Net Income (Loss). . . . . . . . . .  $          (837,385)  $            (9,064)  $          (522,763)  $            (7,436)
                                     ====================   ====================  ====================  ====================
Weighted Average Common Shares . . .           19,555,556             1,000,000            19,555,556             1,000,000
                                     ====================   ====================  ====================  ====================
Loss Per Share, Basic and Diluted. .  $           (0.0428)  $           (0.0091)  $           (0.0267)  $           (0.0074)
                                     ====================   ====================  ====================  ====================
</TABLE>

                                       11
<PAGE>

                             EKNOWLEDGE GROUP, INC.
                             Statement of Cash Flows
                For the periods ended September 30, 1999 and 2000
<TABLE>
<CAPTION>
<S>                                         <C>                   <C>
                                                (unaudited)           (unaudited)
                                            September 30, 2000    September 30, 1999
--------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATION ACTIVITIES
Net loss . . . . . . . . . . . . . . . . .  $          (837,385)  $            (9,063)
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and Amortization. . . . . . .                6,702                   568
Stock Compensation . . . . . . . . . . . .              234,167                     0
Consulting Paid in Stock . . . . . . . . .               10,000                     0
Accounts Receivable. . . . . . . . . . . .              (42,694)                    0
Inventory. . . . . . . . . . . . . . . . .                6,600                 2,543
Prepaid Expenses . . . . . . . . . . . . .               (5,625)                    0
Deposits . . . . . . . . . . . . . . . . .               (1,000)                    0
Deposits - Rent. . . . . . . . . . . . . .               (9,806)
Accounts Payable . . . . . . . . . . . . .               63,737                  (516)
Contracts Payable. . . . . . . . . . . . .               31,366                     0
Deposits Payable . . . . . . . . . . . . .               (1,600)                    0
Income Tax Payable . . . . . . . . . . . .                 (800)                  400
                                                                  --------------------
Total Adjustments. . . . . . . . . . . . .              291,047                 2,995
                                                                  --------------------
NET CASH USED IN OPERATIONS. . . . . . . .             (546,338)               (3,073)

CASH FLOWS FROM INVESTING ACTIVITIES
Furniture and Equipment. . . . . . . . . .              (78,867)                    0
Intangible Assets. . . . . . . . . . . . .              (25,000)
Cash acquired through acquisition. . . . .              500,000                     0
                                                                  --------------------
NET CASH PROVIDED BY INVESTING . . . . . .              396,133                     0
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment) Proceeds of Note Payable . . .               (2,000)                4,750
Additional Paid-in Capital . . . . . . . .              190,434                     0
NET CASH PROVIDED BY FINANCING ACTIVITIES.              188,434                 4,750

NET INCREASE IN CASH . . . . . . . . . . .               38,229                 1,677

CASH BALANCE AT BEGINNING OF PERIOD. . . .                   36                 2,092
                                                                  --------------------

CASH BALANCE AT END OF PERIOD. . . . . . .  $            38,265   $             3,769
======================================================================================
</TABLE>

                                       12
<PAGE>

                             EKNOWLEDGE GROUP, INC.
                       Statement of Stockholder's  Equity
       For the Period from Inception (June 1, 1999) to September 30, 2000

<TABLE>
<CAPTION>
<S>                                                  <C>           <C>       <C>          <C>             <C>
                                                     ADDITIONAL    TOTAL
                                                     COMMON STOCK  PAID-IN   UNEARNED     ACCUMULATED     STOCKHOLDERS'
        DESCRIPTION . . . . . . . . . . . . . . . .  SHARES        AMOUNT    CAPITAL      COMPENSATION    DEFICIT
-------------------------------------------------------------------------------------------------------------------------
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                0
Net (loss) at 12/31/99. . . . . . . . . . . . . . .             0         0           0               0          (19,449)
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                0
Shares transferred by shareholder for services. . .             0         0     190,434               0                0
Shares transferred by shareholder for compensation.             0         0     702,500        (468,333)               0
Shares transferred by shareholder for consulting. .             0         0      10,000               0                0
Net (loss) for period ended 9/30/00 . . . . . . . .             0         0           0               0         (837,385)
-------------------------------------------------------------------------------------------------------------------------
BALANCE, 9/30/00. . . . . . . . . . . . . . . . . .    19,555,556  $ 19,556  $1,409,996   $    (468,333)  $     (856,834)

                                       13
<PAGE>

                             EKNOWLEDGE GROUP, INC.
                       Statement of Stockholder's  Equity
       For the Period from Inception (June 1, 1999) to September 30, 2000

<S>                                                  <C>

        DESCRIPTION . . . . . . . . . . . . . . . .  EQUITY
---------------------------------------------------------------
BALANCE, 6/1/99 (INCEPTION) . . . . . . . . . . . .  $       0
Issuance of common stock, 6/1/99. . . . . . . . . .     26,618
Net (loss) at 12/31/99. . . . . . . . . . . . . . .    (19,449)
Stock Split, 3/31/00
Acquisition of public shell corporation, 4/17/00. .    500,000
Shares transferred by shareholder for services. . .    190,434
Shares transferred by shareholder for compensation.    234,167
Shares transferred by shareholder for consulting. .     10,000
Net (loss) for period ended 9/30/00 . . . . . . . .   (837,385)
---------------------------------------------------------------
BALANCE, 9/30/00. . . . . . . . . . . . . . . . . .  $ 104,385
</TABLE>

                                       14
<PAGE>

                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

UNAUDITED FINANCIAL INFORMATION. In the opinion of the Company, the accompanying
unaudited  consolidated financial statements contain all adjustments (consisting
of  only normal recurring adjustments) necessary to present fairly its financial
position  as  of  September  30, 2000 and the results of its operations and cash
flows  for  the  nine  months  ended  September  30, 2000.  These statements are
condensed  and  therefore  do  not  include all of the information and footnotes
required  by  generally  accepted  accounting  principles for complete financial
statements.  The  results  of operations for the nine months ended September 30,
2000  are  not necessarily indicative of the results to be expected for the full
year.

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 is believes to
be credit-worthy financial institutions.  However, cash balances may exceed FDIC
insured  levels  at  various  times  during  the  year.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS.  The  carrying  value  of cash and cash
equivalents,  accounts  receivable,  accounts  payable,  and  notes  payable
approximates  fair  value  due  to  the  relatively  short  maturity  of  these
instruments.

INVENTORY.  Inventory  at  September  30,  2000, consists of brochures, posters,
banners,  t-shirts,  handouts,  audiotapes, and other related materials that are
provided  to  customers  who  purchase the products.  Inventory is valued at the
lower  of  cost  or  market.  Cost is determined using first-in-first-out (FIFO)
method.

INTANGIBLE  ASSETS.  The  Company's  intangible  assets include all intellectual
property  including  course names, mailing lists, contacts and licenses for Home
Education,  Home LSAT, the World Wide Web address of Home-LSAT.com, eCorpEd.com,
eAfterSchool.com,  eTestPrep.com,  eLifeEd.com,  eClassicNotes.com,
eCollegeNotes.com.  A  license  from the Law School Admissions Council, Inc. has
been  obtained for the use of prior testing questions.  Management estimates the
useful  life  of  these  assets  to  be  approximately  10  years.

Additionally,  the Company's intangible assets include the intellectual property
rights  associated  with  the  trademark "eKnowledge." This includes all rights,
interests  and title to the name "eKnowledge" which has been registered with the
U.S.  Patent  and  Trademark  Office.  Amortization expense for the period ended
September  30,  2000,  was  $1,263.

MANAGEMENT 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
disclosures  of  contingent  assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.

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.

PROPERTY  AND  EQUIPMENT.  Property  and  equipment  are  recorded  at  cost.
Depreciation  and  amortization  expense  for  the  year  is  calculated  by the
straight-line  method  over  their  estimated  useful  lives.

ADVERTISING.  The  Company  expenses  advertising  costs  as  they are incurred.
Advertising expenses for the nine months ending September 30, 2000, were $8,112.

LONG-LIVED  ASSETS. Long-lived assets and certain identifiable intangibles to be
held  and  used  are  reviewed  for  impairment  whenever  events  or changes in
circumstances  indicate that the related carrying amount may not be recoverable.
When  required,  impairment  losses on assets to be held and used are recognized
based  on  the  fair value of the assets and long-lived assets to be disposed of
are  reported  at  the lower of carrying amount or fair value less cost to sell.

COMPREHENSIVE INCOME. SFAS No. 130, "Reporting Comprehensive Income" establishes
standards  for  the  reporting  and  display  of  comprehensive  income  and its
components  in the financial statements.  As of September 30, 2000 and 1999, the
Company has no items that represent comprehensive income and, therefore, has not
included  a  schedule  of  comprehensive income in the accompanying consolidated
financial  statements.

INCOME  TAXES.  Income  taxes  are provided for based on the liability method of
accounting  pursuant  to  SFAS No. 109, "Accounting for Income Taxes".  Deferred
income  taxes,  if  any,  are recorded to reflect the tax consequences on future
years  of  differences between the tax bases of assets and liabilities and their
financial  reporting  amounts  at  each  year-end.

EARNINGS PER SHARE. The Company calculates earnings per share in accordance with
SFAS  No.  128,  "Earnings  Per  Share",  which  requires  presentation of basic
earnings  per  share  ("BEPS")  and  diluted earnings per share   ("DEPS').  The
computation  of  BEPS  is  computed  by  dividing  income  available  to  common
stockholders  by  the  weighted average number of outstanding during the period.
DEPS  gives  effect  to  all dilutive potential common shares during the period.
The  computation  of  DEPS  does  not  assume conversion, exercise or contingent
exercise  of  securities that would have an antidilutive effect on earnings.  As
of  September 30, 2000, the Company has no securities that would affect loss per
share  if  they  were  to  be  dilutive.


CORPORATE  REORGANIZATION AND MERGER. On April 17, 2000 Richmond and the Company
executed  an  Acquisition  Agreement  (the  "Agreement")  that  provided whereby
Richmond  would  acquire  all  of the issued and outstanding common stock of the
Company.  In  connection  with  the transaction, the shareholders of the Company
received  15,155,556  shares of Richmond common stock for its 15,155,556 shares,
which  represents  77.5%  of  the  Company.  As a result of this transaction the
former shareholders of the Company 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 the Company and, therefore, these
financial  statements  represent  a continuation of the accounting acquirer, the
Company,  not  Richmond, the legal acquirer. In accounting for this transaction:

i)     The  Company  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 the
Company.  At  the  effective  date  Richmond had some liabilities in the form of
accounts  payable.  These  were paid prior to the effective date under the terms
of  the  transaction  agreement.

iii)     The  consolidated  statements  of operations and cash flows include the
Company's  results  of  operations  and  cash  flows  from June 1, 1999 (date of
inception)  and  Richmond's  results  of  operations  from  the  Effective Date.

ACQUISITION OF EKNOWLEDGE.COM.  In August, the Company purchased the domain name
and  mark  "eknowledge.com"  for  $25,000  cash and an option to purchase 32,500
options.  The  options, which will be granted at a later date, are fully vested,
may be exercised beginning in May, 2001 and have a four year term.  The purchase
gives  the  Company all rights, title and interest in the trademark "eknowledge"
as  registered  and  maintained  by  the  U.S. Patent and Trademark Office.  The
purchase  price  of  $25,000  was  reported as and intangible asset and is being
amortized.

CONVERTIBLE  PROMISSORY NOTES. The Company entered into a convertible promissory
note  agreement  with  Margie Whistler for $20,000 for consulting services.  The
note  bears interest at 5 percent per annum.  Principle and any accrued interest
shall  be  due  and  payable  upon  the closing of a subsequent equity financing
undertaken  for  the  purpose  of  raising  proceeds, or October 12, 2001, if no
subsequent  financing  takes place.  The provisions for conversion are available
upon  the  closing  of  a  subsequent  financing  prior to October 12, 2001, and
provide that the holder may choose to have the balance due of this note plus all
accrued  and  unpaid interest thereon automatically converted into shares of the
Company's  stock  at  a  price of $1.50 per share.  As of December 31, 1999, the
Company  had incurred expenses on the contract in the amount of $10,000 and paid
$500.  During the nine months ending September 30, 2000, the Company paid $2,000
towards  the  note.  Additionally,  during the same period, the Company incurred
expenses  for the contract balance of $10,000.  On March 31, 2000, the holder of
the  note  accepted  6,667  shares  of common stock as payment of the additional
$10,000.  These  shares  were  transferred  by  the  majority shareholder of the
Company.

INCOME TAXES. The provision for income taxes for the nine months ended September
30,  2000,  consist  of  the  following:

Current
Federal                        $        0
State                                 800
                             ------------
Total  Current                        800
                             ------------
Deferred  Income  Taxes           293,085
Valuation  Allowance            (293,085)
                               ----------
Total  Deferred                         0
-----------------------------------------
Provision for Income Taxes     $      800

The  income  tax  provision  differs  from  the  expense  that would result from
applying  federal  statutory  rates  to income before taxes due to the valuation
allowance  described below. Provision for deferred income taxes of $293,085 have
been  made  for temporary differences existing in recognition of a net operating
loss being carried forward for tax and financial statement purposes. The Company
has  established a valuation allowance for the deferred tax asset related to the
net  operating  loss  carryforward of $837,385 due to the start-up nature of the
Company. The Company has total net loss carry-forwards of approximately $856,834
through  the  nine  months  ending September 30, 2000.  The net operating losses
expire  as  follows:

                                   Amount      Expiration  Year
---------------------------------------------------------
                                   $837,385          2020
                                     19,449          2019
---------------------------------------------------------
                    Total          $856,834

SHAREHOLDER  EQUITY. On April17, 2000 Richmond issued 15,155,556 shares of stock
for all the stock - 15,155,556 shares - of the Company.  Before the transaction,
there  were 4,400,000 shares of Richmond outstanding.  After the transaction the
ownership  of  Richmond  is  as  follows:

                                                 Shares         Percent
-----------------------------------------------------------------------
     Original  shareholders                     4,400,000          22.5
       (including  public  owners)
     Former  owners  of  the  Company          15,155,556          77.5
-----------------------------------------------------------------------
     Total                                     19,555,556           100

Because  the  former  owners of the Company end up with control of Richmond, the
transaction  would  normally  be considered a purchase by the Company.  However,
since Richmond is not a business, the transaction is not a business combination.
Instead,  the  transaction is accounted for as a recapitalization of the Company
and  the issuance of stock by the Company (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 the Company shares.  Currently, the Company is authorized to
issue  up  to  50,000,000  shares  of Common Stock with a par value of $.001 per
share.


STOCK  COMPENSATION.  As  part of their employment agreements, several employees
were  offered  stock certificates of common stock as part of their compensation.
The  stock  certificates  were  transferred by the Company's sole shareholder at
that time.  These stock offerings are deemed a benefit to the corporation and as
such,  compensation  is  recognized  based on the value of the stock.  The stock
vests over the course of twelve months.  As a result, approximately $703,000 was
reported as an increase to Additional Paid in Capital and approximately $468,000
was  reported  as a charge to Unearned Compensation.  The resulting effect was a
net compensation expense of approximately $235,000, reported for the nine months
ending  September  30,  2000.