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)



                                   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 SEPTEMBER 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  SEPTEMBER  30,  2001,  THE  NUMBER  OF  SHARES  OUTSTANDING  OF  THE
REGISTRANT'S COMMON  STOCK  WAS  28,231,931.


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

PART  I:  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

THE  FINANCIAL  STATEMENTS,  FOR  THE  NINE  MONTHS  ENDED  SEPTEMBER  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  BELIEVES  THAT  THE  DISCLOSURES  ARE  ADEQUATE  TO  MAKE  THE
INFORMATION  NOT  MISLEADING.

                                        1
<PAGE>

                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                                  BALANCE SHEET

                            AS OF SEPTEMBER 30, 2001

                                                        (unaudited)
                                                    September 30, 2001
-----------------------------------------------------------------------
ASSETS
                                                    CURRENT ASSETS
    Cash and Cash Equivalents. . . . . . . . . . .              11,916
    Receivable . . . . . . . . . . . . . . . . . .               1,343
    Inventory. . . . . . . . . . . . . . . . . . .               2,979
    Prepaid Expenses . . . . . . . . . . . . . . .               8,849
    Deposits
      TOTAL CURRENT ASSETS . . . . . . . . . . . .              25,087
  PROPERTY AND EQUIPMENT, NET. . . . . . . . . . .              63,323
  OTHER ASSETS
    Deposits . . . . . . . . . . . . . . . . . . .               7,637
    Intangible Assets, net . . . . . . . . . . . .              63,463
      TOTAL OTHER ASSETS . . . . . . . . . . . . .              71,100
      TOTAL ASSETS . . . . . . . . . . . . . . . .             159,510
                                                    -------------------
LIABILITIES AND STOCKHOLDER'S EQUITY
  CURRENT LIABILITIES
    Accounts Payable . . . . . . . . . . . . . . .             233,357
    Contracts Payable. . . . . . . . . . . . . . .             214,033
    Wages Payable. . . . . . . . . . . . . . . . .             581,720
    Other Payables . . . . . . . . . . . . . . . .               8,700
      TOTAL CURRENT LIABILITIES. . . . . . . . . .           1,037,810
  LONG-TERM LIABILITIES
    Note Payable . . . . . . . . . . . . . . . . .             100,065
    Other Liabilities. . . . . . . . . . . . . . .               3,608
    Loans from Shareholders. . . . . . . . . . . .             116,657
      TOTAL LONG-TERM LIABILITIES. . . . . . . . .             220,330
--------------------------------------------------
  TOTAL LIABILITIES. . . . . . . . . . . . . . . .           1,258,140
STOCKHOLDER'S DEFICIT
    Common Stock . . . . . . . . . . . . . . . . .              28,232
    Additional Paid-in Capital . . . . . . . . . .           1,804,316
    Unearned Compensation. . . . . . . . . . . . .            (455,250)
    Accumulated Deficit. . . . . . . . . . . . . .          (2,475,929)
      TOTAL STOCKHOLDER'S EQUITY . . . . . . . . .          (1,098,630)
--------------------------------------------------
        TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY             159,510

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

                                        2
<PAGE>

                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                            STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                            (UNAUDITED)
                                                          NINE MONTHS ENDED
                                               SEPTEMBER 30, 2001    SEPTEMBER 30, 2000
                                              --------------------  --------------------
<S>                                           <C>                   <C>
Sales. . . . . . . . . . . . . . . . . . . .  $            81,292   $            71,071
Cost of sales. . . . . . . . . . . . . . . .              358,097               180,921
                                              --------------------  --------------------
Gross profit . . . . . . . . . . . . . . . .             (276,805)             (109,850)
Selling, general and administrative expenses            1,048,460               748,321
                                              --------------------  --------------------
Loss before other income & provision
  of taxes . . . . . . . . . . . . . . . . .           (1,325,265)             (858,171)
Interest expense . . . . . . . . . . . . . .                    -                     -
Interest income. . . . . . . . . . . . . . .                   70                 6,576
Other income . . . . . . . . . . . . . . . .                    -                14,210
                                              --------------------  --------------------

Loss before provision for income taxes . . .           (1,325,195)             (837,385)
Provision for income taxes . . . . . . . . .                    -                     -
                                              --------------------  --------------------
Net loss . . . . . . . . . . . . . . . . . .           (1,325,195)             (837,385)
                                              ====================  ====================
Weighted average shares outstanding. . . . .           20,757,930            19,555,556
                                              ====================  ====================
Loss per share, basic & diluted. . . . . . .                (0.06)                (0.04)
                                              --------------------  --------------------
</TABLE>

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

                                        3
<PAGE>

                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                            STATEMENT OF OPERATIONS
                                  (continued)

<TABLE>
<CAPTION>
                                                            (UNAUDITED)
                                                            QUARTER ENDED
                                               SEPTEMBER 30, 2001    SEPTEMBER 30, 2000
                                              --------------------  --------------------
<S>                                           <C>                   <C>
Sales. . . . . . . . . . . . . . . . . . . .  $            19,129   $            34,702
Cost of sales. . . . . . . . . . . . . . . .              219,191               104,627
                                              --------------------  --------------------
Gross profit . . . . . . . . . . . . . . . .             (200,062)              (69,925)
Selling, general and administrative expenses              306,572               455,645
                                              --------------------  --------------------
Loss before other income & provision
  of taxes . . . . . . . . . . . . . . . . .             (506,634)             (525,570)
Interest expense . . . . . . . . . . . . . .                    -                     -
Interest income. . . . . . . . . . . . . . .                   14                 2,807
Other income . . . . . . . . . . . . . . . .                    -                     -
                                              --------------------  --------------------
Loss before provision for income taxes . . .             (506,620)             (522,763)
Provision for income taxes . . . . . . . . .                    -                     -
                                              --------------------  --------------------
Net loss . . . . . . . . . . . . . . . . . .             (506,620)             (522,763)
                                              ====================  ====================
Weighted average shares outstanding. . . . .           20,757,930            19,555,556
                                              ====================  ====================
Loss per share, basic & diluted. . . . . . .                (0.02)                (0.03)
                                              ====================  ====================
</TABLE>

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

                                        4
<PAGE>

                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                            STATEMENT OF CASH FLOWS
                For Nine Months ended September 30, 2001 and 2000

<TABLE>
<CAPTION>
                                                      (unaudited)           (unaudited)
                                                   September 30, 2001    September 30, 2000
--------------------------------------------------------------------------------------------
<S>                                               <C>                   <C>
CASH FLOWS FROM OPERATION ACTIVITIES
  Net loss . . . . . . . . . . . . . . . . . . .  $        (1,325,195)  $          (837,385)
  ADJUSTMENTS TO RECONCILE NET INCOME TO
  NET CASH PROVIDED BY OPERATING ACTIVITIES:
    Depreciation and Amortization. . . . . . . .               37,907                 6,702
    Stock Compensation . . . . . . . . . . . . .                    -               234,167
    Consulting Services for Stock. . . . . . . .               61,750                10,000
    Receivables. . . . . . . . . . . . . . . . .                1,950               (42,694)
    Inventory. . . . . . . . . . . . . . . . . .                3,659                 6,600
    Prepaid Expenses . . . . . . . . . . . . . .               (5,099)               (5,625)
    Deposits . . . . . . . . . . . . . . . . . .                    -               (10,806)
    Accounts Payable . . . . . . . . . . . . . .               79,879                63,737
    Wages Payable. . . . . . . . . . . . . . . .              581,720                     -
    Contracts Payable. . . . . . . . . . . . . .              121,035                31,366
    Deposits Payable . . . . . . . . . . . . . .                    -                (1,600)
    Deferred Liab. . . . . . . . . . . . . . . .               (1,908)                    -
    Income Tax Payable . . . . . . . . . . . . .                    -                  (800)
      NET CASH USED BY OPERATIONS. . . . . . . .             (444,301)             (546,338)
CASH FLOWS FROM INVESTING ACTIVITIES
    Furniture and Equipment. . . . . . . . . . .               (6,471)              (78,867)
    Intangible Assets. . . . . . . . . . . . . .                  842               (25,000)
    Cash acquired through acquisition. . . . . .                    -               500,000
      NET CASH USED BY INVESTING . . . . . . . .               (5,629)              396,133
------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Notes Payable. . . . . . . . . . . . . . . .               24,070                (2,000)
    Loans from Shareholders. . . . . . . . . . .               22,657                     -
    Sale of common stock and contributed capital              381,230                     -
    Consulting Services for Stock. . . . . . . .                    -               190,434
      NET CASH PROVIDED BY FINANCING ACTIVITIES.              427,957               188,434

    NET INCREASE IN CASH . . . . . . . . . . . .  $           (21,973)  $            38,229

  CASH BALANCE AT BEGINNING OF PERIOD. . . . . .               33,889                    36

  CASH BALANCE AT END OF PERIOD. . . . . . . . .               11,916                38,265
</TABLE>


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

                                        5
<PAGE>

                                EKNOWLEDGE GROUP
                              STOCKHOLDER'S EQUITY
                            AS OF SEPTEMBER 30, 2001
<TABLE>
<CAPTION>
                                                                                ADDITIONAL
                                                            COMMON STOCK         PAID-IN
  DESCRIPTION                                            SHARES      AMOUNT      CAPITAL
                                                     -----------  ----------  -----------
<S>                                                  <C>          <C>         <C>
BALANCE, 6/1/99 (INCEPTION) . . . . . . . . . . . .            -  $       -   $        -
Issuance of common stock, 6/1/99. . . . . . . . . .    1,000,000      1,000       25,618
Net (loss) at 12/31/99. . . . . . . . . . . . . . .            -          -            -
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
Shares transferred by shareholder for services. . .            -          -      190,434
Shares transferred by shareholder for compensation.            -          -       39,875
Shares transferred by shareholder for consulting. .            -          -       10,000
Acquisition of eKnowledge.com, 8/19/00. . . . . . .            -          -       64,675
Shares issued in European placement . . . . . . . .            -          -      102,716
Net (loss) for period ended 12/31/00. . . . . . . .            -          -            -
Shares issued for services/consulting . . . . . . .    2,000,000      2,000      438,000
Shares issued in European placement, 6/30/01. . . .    2,809,496      2,809      233,486
Shares issued for compensation. . . . . . . . . . .      200,000        200       15,800
Shares issued for services/consulting . . . . . . .      750,000        750       44,250
Shares issued for services/consulting . . . . . . .      200,000        200       15,800
Shares issued in European placement, 9/30/01. . . .    2,716,879      2,717      142,218
Net (loss) for period ended 9/30/01 . . . . . . . .            -          -            -

BALANCE, 9/30/01. . . . . . . . . . . . . . . . . .   28,231,931  $  28,232   $1,804,316
                                                     ===========  ==========  ===========

                                                               0    461,801    1,027,279

  ADJUSTMENTS . . . . . . . . . . . . . . . . . . .            0   (433,569)     777,037
</TABLE>

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

                                        6
<PAGE>

                                EKNOWLEDGE GROUP
                              STOCKHOLDER'S EQUITY
                            AS OF SEPTEMBER 30, 2001
                                  (continued)

<TABLE>
<CAPTION>
                                                                                        TOTAL
                                                       UNEARNED      ACCUMULATED    STOCKHOLDERS'
  DESCRIPTION                                        COMPENSATION      DEFICIT         EQUITY
------------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>             <C>
BALANCE, 6/1/99 (INCEPTION) . . . . . . . . . . . .             0   $           -   $         -
Issuance of common stock, 6/1/99. . . . . . . . . .             0               -        26,618
Net (loss) at 12/31/99. . . . . . . . . . . . . . .             0         (19,449)      (19,449)
Stock Split, 3/31/00. . . . . . . . . . . . . . . .             0               -             -
Acquisition of public shell corporation, 4/17/00. .             0               -       500,000
Shares transferred by shareholder for services. . .             0               -       190,434
Shares transferred by shareholder for compensation.             0               -        39,875
Shares transferred by shareholder for consulting. .             0               -        10,000
Acquisition of eKnowledge.com, 8/19/00. . . . . . .             0               -        64,675
Shares issued in European placement . . . . . . . .             0               -       102,716
Net (loss) for period ended 12/31/00. . . . . . . .             0      (1,131,285)   (1,131,285)
Shares issued for services/consulting . . . . . . .      (403,333)              -        36,667
Shares issued in European placement, 6/30/01. . . .             0               -       236,295
Shares issued for compensation. . . . . . . . . . .       (10,667)              -         5,333
Shares issued for services/consulting . . . . . . .       (41,250)              -         3,750
Shares issued for services/consulting . . . . . . .             0               -        16,000
Shares issued in European placement, 9/30/01. . . .             0               -       144,935
Net (loss) for period ended 9/30/01 . . . . . . . .             0      (1,325,195)   (1,325,195)

BALANCE, 9/30/01. . . . . . . . . . . . . . . . . .  $   (455,250)  $  (2,475,929)  $(1,098,631)
                                                     =============  ==============  ============
                                                        1,349,066      (1,150,734)       56,546
  ADJUSTMENTS . . . . . . . . . . . . . . . . . . .     1,460,848               -             -
</TABLE>

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

                                        7
<PAGE>

                        NOTES  TO  FINANCIAL  STATEMENTS

                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR QUARTERS ENDED SEPTEMBER 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  nine  months  ended  September  30,  2001 are not necessarily indicative of
results  of  operations  to  be  expected  for  the  full  year.

                                        8
<PAGE>

NOTE  2  -  LOANS  PAYABLE  -  SHAREHOLDER

The Company is obligated to a shareholder in the amount of $76,000 pursuant to a
loan  agreement  bearing  interest at the current 5 year treasury bill rate plus
2%.  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.


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 5,500,000 shares
were  distributed  for  cash  investment through the quarter ended September 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  September  30, 2001, approximately 2,200,000 of the shares have
been  distributed  as  payment  for  services.


NOTE  4  -  NON-CASH  FINANCIAL  ACTIVITIES

     During  the  nine  months  ended  September  30,  2001, the Company had the
following  non-cash  activities:

-     On  September  12,  the  Company  entered into an agreement for consulting
services.  The  agreement  entitles  the consultant to 750,000 shares in lieu of
cash.  The  consulting  services are to be rendered over twelve months, and call
for a prorata return of the shares in the event the services are stop before the
end of the twelve months.  At the date of the agreement, the Company's stock was
trading  at $.06 per share.  At September 30, approximately 1/12 of the contract
was  earned,  or  $3,750.  This  amount  was  charged  to  consulting  expense.

-     On  August  21,  the Company entered into another agreement for consulting
services.  The  agreements  entitle the consultants to 250,000 shares in lieu of
cash.  The  consulting  services  are to be rendered over three months, and call
for  a prorata return of shares in the event the services stop before the end of
the three months.  At the date of the agreement, the Company's stock was trading
at  $.08  per  share.  At  September  30, approximately 1/3 of each contract was
earned,  or  $5,333.  This  amount  was  charged  to  consulting  expenses.

                                        9
<PAGE>

-     On  August  29,  the  Company  entered  into  an agreement with one of its
employees.  The  agreement  entitles  the employee to 200,000 shares of stock in
lieu  of  cash  compensation.  The stock is for services rendered and as such is
deemed  to be salaries and wages to the employee.  At the date of the agreement,
the  Company's  stock  was  trading at $.08 per share.  An amount of $16,000 was
charged  to  salaries  and  wages  expense  during  the  quarter.


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.

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

                                       10
<PAGE>

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.

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

PREVENTIONPOINT

Launched  October  17,  2001,  PreventionPoint  (www.preventionpoint.com)  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.

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.

CITY  &  COUNTY  E-TRAINING

Launched  in  September,  2001, the City & County e-Training provides CD-Rom and
online  training  programs  designed specifically for local government and other
public  sector  employees.  The  first programs launched are harassment training
programs  authored  by  Fisher  &  Phillips.  While  Fisher  &  Phillips will be
providing  content and instructors for all litigation prevention programs, there
are  plans  to  develop  programs  well  beyond  this  subject  matter  into any
appropriate  topics  for  the  public  sector.

What make the City & County e-Training unique is the fact that the public sector
clients  offer considerable input into the course content, design, and features.
This  ensures  that  clients  are  receiving programs that deliver their desired
results.  It  also  results  in  a  product  for  which there is a strong market
demand,  as  it  is  designed  in  part  by  member  s  of  the  target  market.

Existing clients of the City & County e-Training include in California: Anaheim,
Torrance,  San  Bernardino, Riverside, Fullerton, Buena Park, La Mirada, Corona,
Newport  Beach,  Temecula,  Covina,  Oceanside,  National  City, La Mesa, Moreno
Valley;  as  well  as  Henderson,  Nevada, and Alpharetta, Rome, and East Point,
Georgia.

SAFE  SCHOOLS  SERIES

Launched  in  September,  2001,  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,

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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"  was  first  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.

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 $1,325,195 in the nine
months ending September 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

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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.


                              RESULTS OF OPERATIONS

Nine  Months  and  Quarter  Ended September 30, 2001 Compared to Nine Months and
Quarter  Ended  September  30,  2000.

REVENUE

TOTAL REVENUE increased from $71,071 in the nine months ended September 30, 2000
to  $81,292  in  the  nine  months  ended  September 30, 2001.  This increase is
attributed  to  sales  of  services that did not exist in the prior year.  Total
revenue  decreased by nearly $15,000 during the three months ended September 30,
2001.  This  decrease is the result of one-time sales that occurred in the three
months  ended  September  30,  2000.

COST  OF  SALES

TOTAL  COST  OF SALES increased from $180,921 in the nine months ended September
30, 2000 to $358,097 in the nine months ended September 30, 2001.  The increases
were  attributable  the  increase  in  the  number  and  types of products being
developed.  The  cost  of  sales  increased  from  $104,627 in the quarter ended
September  30,  2000  to $219,191 in the quarter ended September 30, 2001.  This
increase  from the prior year is primarily due to the increase 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 $47,294 in the nine months ended
September 30, 2000 and $38,742 in the nine months ended September 30, 2001.  The
decrease  was due to the utilization of sales and marketing departments in-house
efforts based upon relationship marketing rather than attendance at trade shows/
lead  generation campaigns, throughout the nine months ended September 30, 2001,
compared  with  greater spending in this area over the same time period in 2000.
Sales and marketing expenses are expected 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, including sales and marketing
increased  from  $748,321  for  the  nine  months  ended  September  30, 2000 to
$1,048,460  in  the  nine  months  ended  September  30, 2001 and decreased from

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$455,645  during  the  quarter  ended  September 30, 2000 to $306,572 during the
quarter ended September 30, 2001.  The increase during the nine months is due to
the  increased  number  of  employees  in  the  first  two quarters of 2001, and
increased  business  activities  from one year to the next.  The decrease in the
quarter  ended  September  30, 2001, compared to the quarter ended September 30,
2000  is  attributed  to  cost  savings implemented.  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.

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                                   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/Secretary/Treasurer/Director

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