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 MARCH 31, 2002

    [  ]                    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  three  months  ended March 31, 2002,
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
                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                     (unaudited)         (audited)
                                                    March 31, 2002   December 31, 2001
---------------------------------------------------------------------------------------
<S>                                                 <C>              <C>
ASSETS
CURRENT ASSETS
    Cash and Cash Equivalents. . . . . . . . . . .          62,738              22,744
    Accounts Receivable. . . . . . . . . . . . . .           1,950               1,950
    Prepaid Expenses . . . . . . . . . . . . . . .           2,962               2,962
                                                    ---------------  ------------------
      TOTAL CURRENT ASSETS . . . . . . . . . . . .          67,650              27,656
  PROPERTY AND EQUIPMENT
    Furniture and Equipment. . . . . . . . . . . .          79,655              79,655
    Less: Accumulated Depreciation . . . . . . . .         (24,634)            (20,593)
                                                    ---------------  ------------------
      PROPERTY AND EQUIPMENT, NET. . . . . . . . .          55,021              59,062
  OTHER ASSETS
    Deposits - Rent. . . . . . . . . . . . . . . .           7,637               7,637
    Intangible Assets. . . . . . . . . . . . . . .         106,505             106,505
    Less: Accumulated Amortization . . . . . . . .         (61,635)            (52,760)
                                                    ---------------  ------------------
      TOTAL OTHER ASSETS . . . . . . . . . . . . .          52,507              61,382
                                                    ---------------  ------------------
      TOTAL ASSETS . . . . . . . . . . . . . . . .         175,177             148,100
                                                    ===============  ==================

LIABILITIES AND STOCKHOLDER'S EQUITY
  CURRENT LIABILITIES
    Accounts Payable . . . . . . . . . . . . . . .         249,067             264,171
    Accrued Expenses . . . . . . . . . . . . . . .         697,107             738,351
    Notes Payable. . . . . . . . . . . . . . . . .          52,500              52,500
    Advances from Shareholders . . . . . . . . . .         517,162             517,162
    Deposits Payable . . . . . . . . . . . . . . .           1,200               1,200
                                                    ---------------  ------------------
      TOTAL CURRENT LIABILITIES. . . . . . . . . .       1,517,037           1,573,384
  LONG-TERM LIABILITIES
    Other Liabilities. . . . . . . . . . . . . . .           2,701               2,701
    Loans from Shareholders. . . . . . . . . . . .          13,000              13,000
                                                    ---------------  ------------------
      TOTAL LONG-TERM LIABILITIES. . . . . . . . .          15,701              15,701
                                                    ---------------  ------------------
  TOTAL LIABILITIES. . . . . . . . . . . . . . . .       1,532,738           1,589,085
STOCKHOLDER'S EQUITY
    Common Stock . . . . . . . . . . . . . . . . .          34,691              31,361
    Additional Paid-in Capital . . . . . . . . . .       2,261,516           2,056,357
    Accumulated Deficit. . . . . . . . . . . . . .      (3,653,768)         (3,528,703)
                                                    ---------------  ------------------
      TOTAL STOCKHOLDER'S EQUITY . . . . . . . . .      (1,357,561)         (1,440,985)
                                                    ---------------  ------------------
        TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY         175,177             148,100
                                                    ===============  ==================
</TABLE>

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

                                        2
<PAGE>

                      eKnowledge Group, Inc. and Subsidiary
                      Consolidated Statement of Operations
                   For Quarters ended March 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                 (UNAUDITED)       (UNAUDITED)
                                               MARCH 31, 2002    MARCH 31, 2001
---------------------------------------------------------------------------------
<S>                                           <C>               <C>
Sales. . . . . . . . . . . . . . . . . . . .  $       119,331   $        21,703

Cost of sales. . . . . . . . . . . . . . . .           48,608            94,990
                                              ----------------  ----------------
Gross profit . . . . . . . . . . . . . . . .           70,723           (73,287)

Selling, general and administrative expenses          195,841           267,499
                                              ----------------  ----------------
Loss before other income & provision
  of taxes . . . . . . . . . . . . . . . . .         (125,118)         (340,786)
Interest expense . . . . . . . . . . . . . .                -               (86)
Interest income. . . . . . . . . . . . . . .               45                55
Other income . . . . . . . . . . . . . . . .                8                 -
                                              ----------------  ----------------
Loss before provision for income taxes . . .         (125,065)         (340,818)
Provision for income taxes . . . . . . . . .                -                 -
                                              ----------------  ----------------
Net loss . . . . . . . . . . . . . . . . . .         (125,065)         (340,818)
                                              ================  ================
Weighted average shares outstanding. . . . .       31,777,680        19,555,556
                                              ================  ================
Loss per share, basic & diluted. . . . . . .            (0.00)            (0.02)
                                              ================  ================
</TABLE>

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

                                        3
<PAGE>

                      eKnowledge Group, Inc. and Subsidiary
                      Consolidated Statement of Cash Flows
                   For Quarters ended March 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                    (unaudited)       (unaudited)
                                                  March 31, 2002    March 31, 2001
-----------------------------------------------------------------------------------
<S>                                              <C>               <C>
CASH FLOWS FROM OPERATION ACTIVITIES
  Net loss. . . . . . . . . . . . . . . . . . .  $      (125,065)  $      (340,818)
  ADJUSTMENTS TO RECONCILE NET INCOME TO
  NET CASH PROVIDED BY OPERATING ACTIVITIES:
    Depreciation and Amortization . . . . . . .           12,917            12,917
    Finance Costs                                         35,217                 -
    Stock Base Compensation                               59,174                 -
    Accounts Receivable . . . . . . . . . . . .                -            (4,450)
    Inventory . . . . . . . . . . . . . . . . .                -               916
    Prepaid Expenses. . . . . . . . . . . . . .                -             1,875
    Accounts Payable. . . . . . . . . . . . . .          (15,104)          (23,365)
    Accrued Expenses. . . . . . . . . . . . . .          (41,244)           16,203
    Deferred Liabilities. . . . . . . . . . . .                -              (651)
                                                 ----------------  ----------------
      NET CASH PROVIDED BY OPERATIONS . . . . .          (74,105)         (337,372)
                                                 ----------------  ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Furniture and Equipment . . . . . . . . . .                -            (1,913)
                                                 ----------------  ----------------
      NET CASH PROVIDED BY INVESTING. . . . . .                -            (1,913)
                                                 ----------------  ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds of Notes Payable . . . . . . . . .                -            24,427
    Advances from Shareholders. . . . . . . . .                -           210,992
    Net Proceeds from Sale of Common Stock. . .          114,098            75,475
                                                 ----------------  ----------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES          114,098           310,894
                                                 ----------------  ----------------

    NET INCREASE IN CASH. . . . . . . . . . . .  $        39,994   $       (28,391)
                                                 ================  ================

  CASH BALANCE AT BEGINNING OF PERIOD . . . . .           22,744            33,889
                                                 ----------------  ----------------

  CASH BALANCE AT END OF PERIOD . . . . . . . .           62,738             5,498
                                                 ================  ================
</TABLE>

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

                                        4
<PAGE>

                      eKnowledge Group, Inc. and Subsidiary
            Consolidated Statement of Stockholders' (Deficit) Equity
                              As of March 31, 2002

<TABLE>
<CAPTION>

                                                          ADDITIONAL          TOTAL
                                  COMMON STOCK          PAID-IN     ACCUMULATED     STOCKHOLDERS'
                                         DESCRIPTION      SHARES       AMOUNT      CAPITAL       DEFICIT     EQUITY
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>           <C>         <C>           <C>
BALANCE, JANUARY 1, 2001. . . . . . . .   19,555,556   $    19,556   $  914,762  $(1,150,734)  $  (216,416)

Sale of shares for cash . . . . . . . .    5,120,277         5,120      236,750                    241,870
Shares issued for services. . . . . . .    5,555,597         5,556      745,732                    751,288
Shares issued for expense . . . . . . .      250,000           250       44,750                     45,000
Shares issued for interest. . . . . . .      880,000           880       49,520                     50,400
Finance cost attributed to shares sold.                                  64,843                     64,843

Net loss. . . . . . . . . . . . . . . .                                           (2,377,969)   (2,377,969)

BALANCE, DECEMBER 31, 2001. . . . . . .   31,361,430        31,361    2,056,357   (3,528,703)   (1,440,985)

Shares issued for cash. . . . . . . . .    1,890,356         1,890      112,208                    114,098
Finance costs attributed to shares sold                                  35,217                     35,217
Shares issued for services. . . . . . .    1,439,644         1,440       57,734                     59,174

Net loss. . . . . . . . . . . . . . . .                                             (125,065)     (125,065)

BALANCE, MARCH 31, 2002 . . . . . . . .   34,691,430   $    34,691   $2,261,516  $(3,653,768)  $(1,357,561)
                                         ============  ============  ==========  ============  ============
</TABLE>

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

                                        5
<PAGE>


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.

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  Exchange  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, 2001.
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  three months ended March 31, 2002 are not necessarily indicative of results
of  operations  to  be  expected  for  the  full  year.

                                        6
<PAGE>

NOTE  2  -     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 has issued a total of 7,894,283 shares in the names of
itself  and  the  investment  bankers.  The  shares  are  either  to  be held as
collateral or sold to investors.  As of March 31, 2002, none of these shares are
reflected  as  issued  and  outstanding  in  the  financial  statements.

On  February  1,  2002,  the  Company  registered 3,500,000 shares in a Form S-8
registration  statement.  The  stock  will  be  used  to provide compensation to
consultants,  contractors, and directors of the Company for services rendered or
to  be rendered for the benefit of the Company.  The common stock is not subject
to any restriction on transferability.  As of March 31, 2002, 1,439,644 of these
shares  had  been  distributed.

During  the  period the Company sold 1,890,356 shares for $114,098.  Because the
shares  sold  are  restricted from trading for a period of time, the shares were
sold  at a discount.  The discount is recorded as finance costs in the amount of
$35,217.

NOTE  3  -          NON-CASH  FINANCIAL  ACTIVITIES

During  the quarter ended March 31, 2002, the Company had the following non-cash
activities:

-     The  Company  issued 1,439,664 shares of common stock, valued at $236,694,
for  services.

NOTE  4  -     GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company  as a going concern.  However, the Company has experienced net operating
losses  of  $3,653,768  since  inception  and  has  a working capital deficit of
$1,449,387.  These  factors  raise substantial doubt about the Company's ability
to  continue  as  a  going  concern.

Management  is  continuing  to  pursue  financial  investments  through  private
placement  equity  offerings.  Currently,  the Company has signed agreements for
various  private  placements.  Additionally,  the Company has reached agreements
with  other  companies  for  distribution  of  Company  material  through  these
companies'  existing  distribution  channels.  Finally,  the Company is entering
into  strategic  joint  venture  agreements  to  create  and distribute content,
sharing  costs  of  development.



                                        7
<PAGE>

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

THE  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  delivers  effective  video  or  audio  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  has  developed  programs  for
consultants,  publishers, universities, and professional and trade associations.

EKNOWLEDGE  PRODUCTS:

GOVERNMENT  ESSENTIALS  TRAINING
Launched  in September, 2001, the Government Essentials 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.

The  company  has  seen tremendous growth in the Government Essentials offering.
During the first four months, September - December 2001, 12 cities purchased the
program.  From  January,  2001  through  March  31,  2002, more than 200 Cities,
Counties,  and  Transit  Authorities  purchased  the  program.

                                        8
<PAGE>

What  makes  the  Government Essentials Training program 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  paying  clients  of  the  Government  Essentials  Training:

ARIZONA  - Avondale, Chino Valley, Glendale, Litchfield Park, Prescott, Prescott
Valley,  Yavapai  County

CALIFORNIA - Alameda, Anaheim, Bellflower, Brisbane, Buena Park, Burbank, Chino,
Chino  Hills,  Chula Vista, Corona, Coronado, Covina, El Cajon, Fullerton, Galt,
Half Moon Bay, Imperial Beach, La Mesa, La Mirada, La Verne, Lakewood, Monrovia,
Montebello,  Moreno Valley, Newport Beach, National City, Norwalk, Redwood City,
Riverside,  Roseville,  San  Bernardino, San Dimas, San Mateo, Santa Fe Springs,
Temecula,  Torrance,  Visalia,  West  Sacramento

GEORGIA  -  Alpharetta,  Gainesville,  Rome

NEVADA  -  Clark  County,  Henderson,  Las  Vegas

OREGON  -  Clackamas  County,  Gresham, League of Oregon Cities, Metro District,
Milwaukie,  Multnomah  County

TEXAS  -  Dallas,  Grapevine,  Lewisville

UTAH  -  Bluffdale,  Brigham,  Cache  County,  Cedar,  Centerville,  Clearfield,
Clinton,  Davis  County,  Draper,  Enterprise,  Escalante, Farmington, Glenwood,
Kanab,  Layton,  Lindon,  Mapleton,  Midway,  Mt. Pleasant, Murray, Ogden, Orem,
Plain  City,  Provo,  Riverdale,  Roy,  Sandy  City, South Jordan, Spanish Fork,
Springville,  Utah Risk Management Mutual Assoc. (25 Cities), Uintah, Washington
Terrace,  Weber  County,  West  Bountiful,  West  Jordan,  West  Valley

WASHINGTON  -  King  County, Clark County, Association of Washington Cities (157
Cities),  Airway  Heights,  Algona,  Asotin,  Battle  Ground, Benton City, Black
Diamond,  Blaine,  Bonney  Lake,  Brewster,  Bridgeport, Brier, Buckley, Burien,
Burlington,  Carnation,  Cashmere,  Castle  Rock,  Chehalis,  Chelan,  Cheney,
Chewelah,  Clarkston,  Cle  Elum,  Clyde  Hill, Colfax, College Place, Colville,
Concrete,  Connell,  Cosmopolis,  Coulee  Dam, Coupeville, Covington, Davenport,
Dayton,  Deer  Park, DuPont, Duvall, East Wenatchee, Eatonville, Edgewood, Elma,
Entiat,  Ephrata,  Everson,  Ferndale, Fife, Fircrest, Forks, Friday Harbor, Gig
Harbor,  Gold  Bar, Goldendale, Grand Coulee, Grandview, Granger, Granite Falls,
Ilwaco,  Kalama, Kelso, Kenmore, Kettle Falls, La Center, La Conner, Lake Forest
Park,  Lake Stevens, Lakewood, Langley, Leavenworth, Long Beach, Lynden, Mabton,
Maple  Valley,  Mattawa,  McCleary,  Medical Lake, Medina, Mill Creek, Millwood,
Milton,  Monroe,  Montesano,  Morton,  Mossyrock,  Moxee,  Mukilteo,  Napavine,
Newcastle,  Newport,  Nooksack,  Normandy  Park,  North  Bend, North Bonneville,
Oakville,  Ocean  Shores,  Odessa,  Okanogan,  Omak,  Oroville, Orting, Othello,
Pacific,  Palouse,  Pe  Ell,  Pomeroy,  Port  Orchard,  Port  Townsend, Poulsbo,
Prosser,  Quincy,  Rainier,  Raymond,  Reardan, Republic, Ridgefield, Ritzville,
Roslyn,  Roy,  Royal  City,  Ruston,  Sammamish,  Sedro-Woolley,  Selah, Sequim,
Snohomish,  Snoqualmie,  Soap Lake, South Bend, Stanwood, Steilacoom, Stevenson,
Sultan,  Sumas,  Tekoa,  Tenino, Tieton, Toledo, Tonasket, Toppenish, Union Gap,
University  Place,  Vader,  Vancouver,  Waitsburg,  Wapato,  Warden,  Washougal,
Waterville,  West  Richland,  Westport, White Salmon, Wilbur, Winlock, Winthrop,
Woodinville, Woodland, Yelm, Zillah, Washington State Transit Insurance Pool (13
Transit  Authorities), Ben Franklin Transit, Clallam Transit, Community Transit,
Grays  Harbor  Transit,  Intercity  Transit,  Island Transit, Jefferson Transit,
Kitsap  Transit,  LINK,  Pacific  Transit, Mason Transit, SKAT, Whatcom Transit,
Grays  Harbor  Transit,  Pierce  Transit,  C-TRAN.

The  Government  Essentials training programs are scheduled to expand to include
Fire  Departments,  Water  Districts,  Parks  &  Recreation Departments, Transit
Authorities,  and  Hospital Training.  Content is currently being arranged to be
produced  in  the eKnowledge studio for delivery upon the Internet and CD-ROM's.
Depending  upon  funding, Sales and Marketing expansion is scheduled to being in
Third  Quarter  2002.

                                        9
<PAGE>

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
interest  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.

WE  THE  PEOPLE
The  company  entered  into  a  joint  venture  agreement with the We The People
organization  to  produce a website and a pay-per-view webcast for February 27 -
28, 2002.  Additionally, the company secured the rights to fulfill and receive a
commission  upon  orders  of  the  webcast  for  future  delivery and sales upon
electronic  transcript,  CD-ROM,  DVD,  and  video.  Sales of the webcast may be
purchased  from  www.givemeliberty.org  or  www.bostonteapartyii.com
                 ---------------------      ------------------------

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,
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 a distribution agreement
the  company  has entered into with Education World.   Education World currently
provides  products  and  services  to  thousands of school districts nationwide.
Their  website  is  www.educationworld.com

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 the eKnowledge HOME  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, will also leverage their
contacts  for  SAT  &  ACT  at  the  high  school  level.


STRATEGIC  ALLIANCE  AGREEMENT  WITH  INTELLIGENT  DECISIONS,  INC.
On  November  20,  2001 eKnowledge Group, Inc. entered into a Strategic Alliance
Agreement  with  Intelligent Decisions, Inc.  The agreement appoints Intelligent
Decisions  (ID)  as  a non-exclusive value-added reseller of e-learning software
and  services  (ESS)  to  Government  Entities  and  other  customers  of  ID.

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ID  is  headquartered  in Chantilly, Virginia, and is one of the fastest growing
systems  integrators  located  in the Washington, DC metropolitan area.  ID also
offers  comprehensive  consulting  service  capabilities  including  E-business
applications,  network  development  and  management,  business intelligence and
advanced  systems integration.  ID has assumed a major role as a supplier to the
Federal  Government  and other customers for a variety of Information Technology
products  and  consulting solutions. To facilitate this capability, ID manages a
robust  GSA  Schedule  contract and a number of Blanket Purchase Agreements with
Government  Agencies  as  well  as  some  Government Wide Acquisition Contracts.

A  sample  of  U.S.  agency  customers  include  the  Department of Defense, the
National  Security  Administration,  Department  of Labor, Department of Energy,
Marine  Corps,  Army, Department of Justice, Department of State and the Federal
Aviation  Administration. Commercial customers include IBM, Remax, SRA, DynCorp,
and  more.  The  ID  website  is  www.intelligent.net
                                  -------------------


E-LEARNING  JOINT  VENTURES
eKnowledge  will  enter into Joint Venture relationships where the company feels
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 $125,065 in the three months ending March 31,
2002,  and  has  yet  to achieve operating income or net income.  The company is
negotiating financing to meet the funding required for operational and expansion
needs.

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.  In recent filings, based
upon  Prevention  Point projections profitability was projected for August 2002.
This  is  doubtful  as  Prevention  Point  has  taken longer than anticipated to
realize significant sales. We anticipate strong sales in Quarter Two, 2002, from
Prevention  Point  and  believe  it  will begin to be on projections whereby the
company  would  start  to  receive  our  projected  $400,000 annual beginning in
Quarter  Three,  2002  through  Quarter  Two,  2003.

Due  to the rapid sales success in Government Essentials the company has decided
to allocate the necessary resources to grow this offering as quickly as prudence
allows.  Based  upon  sales  and  financing  the  company  plans  to  expand the
Government  Essentials offering and sales force beginning in Third Quarter 2002.
This  expansion  will  have an impact upon profitability while revenues from the
expansion  take time to be realized.  To grow revenue and shareholder value, 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  much  of  2002.

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                                FUNDING  ANALYSIS

On  April 22, 2001, eKnowledge entered into an executed agreement with H. Pester
of  German concern ICCF, whereby an equity investment of $5,000,000.00 US was to
be infused  in  June  of  2001. An extension was requested by Pester and granted
by  eKnowledge.  To  date  Pester  has  not  fulfilled  his  equity  investment
commitment  but  maintains  he  will  honor  his  contract.

Additionally,  the  company  secured  an  additional  commitment  of  a  timed
investment  of  $1,000,000  through  TMG  of  Switzerland.  This  commitment has
not  been  fulfilled.

The  company  has  been funded through sales of product and services and outside
equity  investments.

In  March  of  2002  the  company entered into a consulting agreement with A. G.
Spencer  Corporation for global strategy consulting services.  A. G. Spencer has
brought  both  funding  opportunities  and a potential merger for the company to
consider.

                              RESULTS  OF  OPERATIONS

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001.

REVENUE

TOTAL  REVENUE  increased  from $21,703 in the three months ended March 31, 2001
to  $119,331  in  the  three  months  ended  March  31,  2002.  The  increase in
revenue was attributable to Government Essentials sales and paid e-Learning work
for  We The People.  Neither the Government Essentials program or  the work from
We  The  People was in existence for the company in the Three Months Ended March
31,  2001.

COST  OF  SALES

TOTAL  COST  OF  SALES  decreased  from  $94,990 in the three months ended March
31,  2001  to  $48,608  in the three months ended March 31, 2001.  The decreases
were  attributable to a decrease in programmer staffing and the use of strategic
outsourcing.

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 $37,174 in the three months
ended  March  31, 2001 and $6,327 in the three months ended March 31, 2002.  The
decrease  is attributable to a decrease in sales personnel, sales travel and the
attendance  at  fewer  trade  shows.  The  company has determined that marketing
eKnowledge  products  and services is better served through the current in-house
marketing  strategy  rather  than  attendance  at  expensive  trade  shows.

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  products  and  services.

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  decreased  from $267,499 for
the
three  months  ended  March 31, 2001 to $195,841 in the three months ended March
31,  2002.  The  decrease  is  due  to  the  decreased  number  of employees and
budget trimming brought about due to the Pester $5 million dollar commitment not
being  realized.  General  and administrative expenses are expected to  increase
in  absolute  dollars  in  the  future

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                                  SIGNATURES


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Form  10-Q Report for the Quarter ended March 31, 2002, has been signed below by
the  following person on behalf of the Registrant and in the capacity and on the
date  indicated.

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

      /s/Wayne  Saunders
         Wayne  Saunders

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