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

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                          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 six months
ended  June  30,  2000


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


 (A)  PLAN  OF  OPERATION  FOR  THE NEXT TWELVE MONTHS. The following discussion
should be read in conjunction with our financial statements and the accompanying
notes  that  appear  elsewhere  in this report. The results for both the current
quarter  and  six  months  reflect  the operations of eKnowledge Group.  Because
eKnowledge  Group  began  operations on June 1, 1999, results for the comparable
periods  in  1999  include  only  one  month.  The following discussion contains
forward-looking  statements  that  reflect our plans, estimates and beliefs. Our
actual  results  could  differ  materially  from  those  discussed  in  the
forward-looking  statements.

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  June  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.

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 (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 quarter ended June 30, 2000, total revenues increased nearly from $0 to
$53,491 due to the start-up nature of the Company as of June 30, 1999.  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.  Gross
profit  exceeded  net revenues due to the Company's focus on product development
for  the quarter ending June 30, 2000.  As a result of these product development
efforts,  the  Company's  product  offering  will soon grow 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 June 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 June 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
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

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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 $305,000 for the six
months  ended  June  30,  2000.  Net  operating  cash  flows  were  primarily
attributable  to  quarterly net losses, increases in current assets, and prepaid
items  such  as  rent  due  to  the  start-up  nature  of  the  Company.

Net  cash  provided  by  investing activities was $474,204, 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  believes  that  the  cash  balance of $358,000 at June 30, 2000 is
currently sufficient to meet the Company's anticipated cash needs. We anticipate
that  we will need to raise additional funds to meet our operating needs and the
company  is  in  current  discussions  with  potential  investors.  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.

INDUSTRY  BACKGROUND

Today's  businesses  face  rapidly  changing  environments  characterized  by
increasing  competition,  economic  globalization  and  technological change. To
compete  effectively,  businesses  must  improve  business  processes,  reduce
operating costs and provide an environment of continuing access to education and
training  throughout  the  entire  lifecycle  of employment. The adoption of the
Internet  as  a  business  training and education platform has accelerated these
trends  in  nearly  every industry. Driving knowledge to the extended enterprise
effectively  reduces  the  time-to-market of new products and services, improves
the productivity of sales channels and reduces customer support costs, resulting
in  increased  operating  efficiency  and  higher  profitability.

In an attempt to address today's competitive business challenges, businesses are
investing  increasing  amounts  on learning and skills development. In 1997, the
Department  of  Education  estimated  that in the United States alone businesses
spent  nearly  $55  billion annually on learning programs. We believe that their
investments  in  traditional  educational  programs have often yielded uncertain
results  and in many cases have failed to address and satisfy strategic business
objectives.  To  date,  investment  in  learning  has  consisted  primarily  of
in-person,  instructor-led  training programs. Traditional methodologies tend to
be  inadequate  because  they  are:

-   Difficult to deploy across an organization and its extended enterprise. Many
businesses  find  it  difficult  to  effectively deliver up-to-date content in a
timely  and  consistent  manner  to  large, geographically-dispersed groups. The
traditional  solution  of  scheduling  corporate  education programs at specific
times in single locations results in logistical challenges and opportunity costs
that  often-lower  participation  rates  and  limit  a  company's  ability  to
disseminate  knowledge  to  its  extended  enterprise.

-    Difficult to customize and update. Instructor-led content is often prepared
in  advance  to  provide  for  the  production  and  distribution  of printed or

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videotaped  materials,  which  are then updated at fixed intervals and delivered
using  an  instructor-led,  standardized curriculum of pre-scheduled meetings in
set  physical  locations. As a result, print-based content cannot be updated and
distributed  to  learners  as  rapidly  as  a  Web-based  content.
-    Unable  to  track  and  monitor  learning  effectiveness.  Tracking student
performance  in  traditional  classroom  programs  typically requires additional
expenses  for manual test administration, grading and recording. Many businesses
have  chosen to avoid these costs by simply recording participant attendance. As
a  result,  they  are  unable to track and certify levels of competency directly
resulting  from  instruction  and  correlate  learning investments with business
results.
-    Costly  and  slow.  Traditional  learning  initiatives  require  prolonged
absences  of valuable employees due to travel to course locations and attendance
at  scheduled course meetings, resulting in significant opportunity costs due to
lost  work.  In  addition,  course materials must be printed and delivered using
traditional  means.  As  a result, businesses are unable to continuously educate
their extended enterprises on new products, strategies and processes in a timely
manner.  With online courses, participants can learn at anytime from a computer,
without  having to schedule classrooms or meetings, and without having to travel
to  a  classroom  facility.

In  response  to  these  limitations, many businesses are seeking more effective
learning  solutions.  The  Internet  is  transforming  the  corporate  learning
marketplace  by  offering  innovative  ways  to  design  and  deliver knowledge.
According  to  International  Data  Corporation,  the  online corporate learning
market is projected to grow from $550 million in 1998 to more than $11.4 billion
in 2003. By leveraging the Internet, businesses can instantly and simultaneously
deploy  content  to  a  broad,  global  audience. This content can be easily and
continuously  accessed,  modified  and  refreshed  and  learning programs can be
enhanced  as  participants  use  e-mail  and chat rooms to establish interactive
relationships  with instructors and peers. Web-based technologies can also offer
real-time  tracking  of  participant  performance.

Internal  training  organizations  and external corporate learning providers are
geared  to  instructor-led  training  and  their  set  of  skills  is limited to
classroom  scheduling  and instruction. To compete effectively in the e-learning
market, these organizations would need to develop a broad range of competencies,
including  technology  development,  content  creation,  Web-hosting  and online
community management. Companies are seeking outsourced and integrated e-learning
solutions  as  a  means of more effectively educating their extended enterprise.

THE  EKNOWLEDGE  GROUP  SOLUTION

We  provide  interactive  video  streamed  education  programs and services that
address the supplemental and continuing education to both students and corporate
employees.  Our  online  learning courses and services combine powerful Internet
delivery  technologies, customized content, and interactive video streaming with
downloadable  text.  Because  we  host  our  online  courses, they can be easily
deployed to thousands of participants. We have delivered high quality courses to
more  than  2000  students and to companies in a number of industries, including
high  technology,  financial  services, education and professional services. The
advantages  of  our  solutions  include:

INNOVATIVE  DELIVERY MODEL. We deliver interactive video streamed solutions that
offer  all of the benefits of live training while overcoming the shortcomings of
traditional  learning  methods.  Our  programs  are  Web-based  and  we host and
centrally  manage all software and content from our servers. Central hosting and
delivery  reduces  our  customers' expenses because they avoid the need to build
e-learning  delivery systems and staff and manage large teams to design, develop
and produce e-learning content. In addition, our centrally hosted system enables
us to deploy e-learning solutions rapidly and broadly to course participants who
have  an  Internet  connection  and  standard  Web  browser.
POWERFUL  E-COMMERCE  CAPABILITY.  Our e-commerce tools enable our customers and
strategic  resellers  to  develop  revenue-generating  businesses  around  our
e-learning  solutions. We have entered into revenue sharing agreements with some
of  these  customers  and  resellers.  To  date,  revenues  generated from these

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arrangements  have been insignificant, although we have revenue-sharing projects
underway.  Using  our  Web-based  tools,  our  customers can use this e-learning
portal  to register and bill online the distributors, suppliers and customers in
their extended enterprise, providing course participants with a customer-branded
learning  experience that is delivered and tracked from our centrally-hosted Web
servers.

HIGH-QUALITY  CONTENT.  We  offer  a  full  spectrum  of  courses  in  the  test
preparation arena and are in development with programs supporting the curriculum
of grades 1 through grade 12 in the United States and additional learning titles
at  the  university  and  beyond  market.  Our  staff  of  trained instructional
designers  identify and contract with people in the industry who are regarded as
experts in their fields. We either pay royalties to these content sources or pay
them  on  a  per hour basis. In some cases, custom course development content is
provided  to  us  by  our customers' employees that are most knowledgeable about
their  specific  product  or  application.  Using  a Web-based deployment system
allows  us  to continually update content, and avoids the need to ship or recall
physical  materials  such  as  books  or CD-ROMs. This ability to rapidly deploy
courses  from  a  central  location  allows  our customers to better ensure that
course  content  remains  aligned  with  business needs, and that courses do not
remain  in  use  or  circulation  if  they  are outdated or factually incorrect.

WEB-BASED  INSTRUCTIONAL DESIGN. Courses designed for our e-learning environment
leverage the unique communications and interactive capabilities of the Internet.
This Web-based approach results in an engaging and compelling student experience
resulting  from increased interactivity through the use of Internet technologies
such as Java applets within the course material, discussion boards, online labs,
simulations,  e-mail  and  chat  rooms.  These elements allow a student to learn
course material by actively participating in the learning experience. This level
of  personalization represents an improvement over instructor-led curricula that
may  not  offer  the  equivalent,  extended  opportunity  for  interaction.

INTERACTIVE  EDUCATION  PROCESS. Our courses are interactive, self-paced and can
be  accessed  at any time. The learning experience benefits from quick responses
from consultants and direct interaction via e-mail and the Internet. The team of
content  developers  is  available  to consult and answer questions or issues by
phone and email. On average, participants receive responses to their submissions
within  a few hours. Participants are required to complete exercises and can ask
questions  or  solicit  feedback  from  the  tutor.

ROBUST  AND  SCALABLE  TECHNOLOGY  FRAMEWORK.  Participants  have  access to our
courses  at anytime from anywhere using standard Web browser software. Our open,
standards-based  solution  allows  participants to access courses online without
any  proprietary plug-ins or other software. Our technology can easily expand to
support  our  customers  as  they  deploy  learning  throughout  their  extended
enterprises.

ENTERPRISE  TRACKING AND REPORTING TOOLS. We offer Web-based tools that are used
by  our  customers  to track and monitor each participant's progress in order to
measure  course  completion  and  knowledge acquisition. Managers can assess the
performance  of  their  employees  and  correlate this information with business
results  to  evaluate  the  effectiveness  of  any  course.

STRATEGY

Our  objective  is  to  be  the  leading  provider  of e-learning solutions. Key
elements  of  our  strategy  include:

-         Enhance  our  e-learning  solutions.  We  intend  to  continually  add
functionality  and features to enhance our comprehensive e-learning solutions to
meet  our  customers'  evolving  needs.  For  example,  we plan to integrate our
services  more  closely with the internal systems of our customers to facilitate
our  customers'  ability  to  correlate learning data, such as course completion
rates  and  student  assessment  scores,  with  organizational  and  performance
metrics.  Examples  of  these  performance  metrics  include sales per employee,
customer  satisfaction  and  manager  evaluations.  We  also  plan  to  devote
significant  resources  to  expanding  the  breadth  of our course offerings and
improving  the  reporting  and  tracking  features  of  our  solutions.

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-         Develop  long-term  strategic  relationships  with  our  customers. We
believe  that  e-learning  solutions  will  become  increasingly  critical  to
businesses'  ability  to  compete  successfully.  As  an  existing  provider  of
e-learning  solutions, we become a strategic resource for our customers. We plan
to  extend  our  presence  within  our  customers'  enterprises  by  helping our
customers  understand  the  value  and applicability of our solutions to a broad
range  of  operational  initiatives.

-         Expand  our  course  offerings. We intend to continually introduce new
courses  and  leverage  our  existing  courses  across  multiple  customers  and
industries.  In  many  instances,  we will modify content developed for existing
customers  in  order  to  provide  similar  courses  to  customers  in different
industries. This approach allows us to generate additional revenue opportunities
while  leveraging  previous  course  development  efforts.

-         Leverage  development  alliances  and  joint venture relationships. We
plan  to  grow both our direct and indirect sales channels to better service our
existing  markets  and  penetrate new markets such as healthcare, life sciences,
consumer  products,  telecommunications  and  government.

-         Expand  our  international  presence. As the rate of Internet adoption
accelerates  overseas,  we  believe that significant international market demand
will exist for e-learning solutions, especially in Europe and Asia. To that end,
we  have  begun  delivering  our  e-learning solutions in strategically targeted
international  locations, using courseware and tutor support in English, French,
German  and  Japanese.  We plan to expand our reach into both Europe and Asia by
developing  direct  and  indirect  sales  channels  and  curriculum  support
capabilities  in  these  regions.

CUSTOMERS

Our  customers  can use our e-learning solutions to compress the learning cycle,
increase  knowledge throughout the extended enterprise, enhance brand equity and
customer  service  and  reduce  operational  costs.

As of June 30, 2000, we have over 2000 registered users. The specific categories
for  each  type  of customer are designated according to the desired outcomes of
the  e-learning  courses  from  which the majority of that customer's revenue is
received.

CONTENT  AND  COURSES

We  currently  offer  our  customers  more  than test preparation courses at the
university  and graduate school level. Each course consists of 30 to 50 hours of
video  instruction  combined  with  student  work,  including  lessons, quizzes,
interactive applets, simulations, and hands-on participant exercises. All of our
courses  have  been designed to take advantage of our e-learning environment and
leverage  Internet  technologies,  such as video and audio streaming, e-mail and
discussion  boards,  in  order to provide participants with an engaging learning
experience  and  extensive  interaction  with  the  content  and  technology. In
addition  to  pre-developed  courses,  we  develop  customized  content  for our
customers. These customized courses incorporate the significant domain knowledge
of  our  clients  and  can be rapidly redesigned for other customers in the same
industry.  We typically retain all or some portion of the intellectual rights to
our  content  and  can reuse it for other customers. In a few cases, however, we
have  agreed  not  to  sell  that  content  to  third  parties.

PRODUCTS  AND  TECHNOLOGY

Our  e-learning  environment  consists of technologies that we have designed and
created  to  function  as an integrated solution. By employing standard Internet
technologies  and  a  hosted  content delivery model, we are able to provide our
customers  with  a  high  quality,  efficient  means  to  educate their extended
enterprise.

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CONTENT  DELIVERY  SYSTEM

We  host  the  e-learning  environments  of  our  customers. By centralizing all
infrastructure  and  hosting  requirements,  our  customers derive the following
significant  benefits:

-         Customers  do  not  need  to  install  or  manage  any  software;

-         Content  can  be updated and infrastructure technology can be improved
continuously  without  impacting  our  clients  and  at  a  minimal  cost to us;

          Customers avoid the need to make significant investments in technology
infrastructure such as servers, databases, technical staff or technical support;
and

-         Participants  can  access  course  content  at anytime, from anywhere,
through  the  use  of  a  standard  modem  and  browsers.

SYSTEM  ARCHITECTURE

Our  e-learning  architecture  is  designed  to  scale  rapidly to provide large
student  populations  with  tutor-supported  e-learning content. In addition, we
have  developed our content delivery system using standard Internet technologies
such  as  Java  and  HTML,  facilitating  the  delivery  of  our  content to our
customers'  Web browsers. We utilize a single code base to deliver content. As a
result,  any  improvement  made  in  our software for one customer automatically
benefits  all  other  customers.

FULL  INTEGRATION  WITH  CORPORATE  INFRASTRUCTURES

Our  e-learning  solutions can be fully integrated with our customers' corporate
information  technology  systems,  including their Web sites and intranets. As a
result,  course  participants do not necessarily realize that they are accessing
content  hosted  from  our  servers. Our integration layer provides adapters for
training  management systems. We design our course content to be compatible with
our  customer's  security concerns and bandwidth limitations. As a result, it is
highly  unusual for participants at our corporate clients to be unable to access
our  courses.

SCALABLE  ARCHITECTURE

Our  system  has  been  designed  to  scale  rapidly and to consistently deliver
content  to  large  numbers  of  participants.  We use extensive load testing to
measure  our  system  capacity  and  identify  potential  bottlenecks.  Constant
improvements  to  our  system  architecture continue to increase system capacity
well  beyond  the  current  demands.

HIGH-AVAILABILITY  SYSTEMS

Our  systems have been designed to maximize availability, with redundancy in the
areas  in  which  we  believe  failures  are  most likely to occur. We have also
implemented  redundant  network  connections  to  the  Internet, a load-balanced
redundant  web  server  and  a  highly  redundant storage array to safeguard our
information.  We  are  vulnerable  to  certain  types  of  failures,  including
catastrophic  failure  of  our  hosting  site  due to natural disasters or other
events  and  simultaneous  failure  of  our  primary  and  redundant  systems.

SALES  AND  MARKETING

We  sell  our  e-learning  solutions  primarily  through  our  own  direct sales
organization.  Our  direct  sales  organization  focuses on developing long-term
relationships with major corporate customers while our e-commerce Web site sells
directly  to  consumers  and  individual  buyers.

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COMPETITION

The  e-learning market is evolving quickly and is subject to rapid technological
change,  shifts  in  customer  demands  and  evolving learning methodologies. To
succeed, we must continue to expand our course offerings, upgrade our technology
and  distinguish  our solution. As competition continues to intensify, we expect
the  e-learning  market  to  undergo significant price competition. We expect to
face  increasing  price  pressures  from  competitors as our potential customers
demand  more  value  for  their  education  budgets.

The  e-learning market is highly fragmented with no single competitor accounting
for  a  dominant  market  share,  and  competition  is  intense.  In addition to
competing  with  other suppliers of technology-based learning solutions, we also
compete  with third-party suppliers of instructor-led education and learning and
internal  education  departments.

Our  competitors  vary  in  size and in the scope and breadth of the courses and
services  they offer. Several of our competitors have longer operating histories
and  significantly  greater  financial,  technical  and  marketing resources. In
addition,  larger  companies  may  enter  the  e-learning  market  through  the
acquisition of our competitors. We anticipate that the lack of significant entry
barriers  to  the  e-learning  market  will allow other competitors to enter the
market,  increasing  competition.

INTELLECTUAL  PROPERTY  AND  PROPRIETARY  RIGHTS

Our  success  depends, in part, on our ability to protect our proprietary rights
and  technology.  We  rely  on  a combination of copyrights, trademarks, service
marks,  trade  secret  laws,  a  pending  patent  and  third-party nondisclosure
agreements  to  protect our proprietary rights. We have registered the trademark
eKnowledge  Group and we own the domain name eknowledgegroup.com as well as many
other  domain  names  currently used in our operations. It is possible, however,
that  third  parties  could  acquire  trademarks  or  domain  names  that  are
substantially similar or conceptually similar to our trademarks or domain names.
This  could  decrease the value of our trademarks or domain names and could hurt
our business. The regulation of domain names in the United States and in foreign
countries  is  subject to change. The relationship between regulations governing
domain  names  and  laws protecting trademarks and similar proprietary rights is
unclear.

We  obtain the content for many of our courses from our customers and often also
receive the right to resell this content to other customers. It is possible that
the  use  of  this content may subject us to the intellectual property claims of
third  parties.  Although  we  generally seek indemnification from our customers
extensive  damage  claims  or  claims  for  injunctive  relief. In addition, our
customers may assert that some of the courses we develop for our general catalog
or  under  contract  with  other  customers may improperly use their proprietary
content.  Our  involvement  in  any  litigation to resolve intellectual property
ownership  matters  would  require  us  to  incur  substantial  costs and divert
management's  attention and resources. In addition, we cannot predict the effect
of  a  failure  to  prevail  in  any  litigation  of  this  kind.

EMPLOYEES

As of June 30, 2000, we employed 34 persons. Of these employees, there were 8 in
course  development,  4  in sales and marketing, 16 in Web delivery and customer
support  and  6  in  general  and  administration.

Our  success  will  depend  in large part upon our ability to attract and retain
employees.  We  face  competition  in  this  regard from other companies, but we
believe  that  we  maintain  good  relations  with  our  employees.  None of our
employees  are  members  of  organized  labor  groups.

RISK  FACTORS

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<PAGE>

You  should  consider  the  risks  described  below  before making an investment
decision.  We  believe  that the risks and uncertainties described below are the
principal material risks facing our company as of the date of this 10QSB. In the
future,  we  may become subject to additional risks that are not currently known
to  us.  Our  business,  financial  condition  or results of operations could be
materially  adversely  affected by any of the following risks. The trading price
of  our  common  stock  could  decline  due  to  any  of  the  following  risks.

WE  COMMENCED  OPERATIONS IN JUNE 1999 AND OUR LIMITED OPERATING HISTORY AND THE
NEW  AND  EMERGING E-LEARNING MARKET MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS
AND  FUTURE  PROSPECTS.

We  commenced  operations  in  June  1999  and  have  yet  to  begin to generate
significant  revenues.  We  are  still  in  the early stages of our development,
which,  when combined with the new and emerging market for Web-based delivery of
learning  programs,  or  e-learning  market,  make  it difficult to evaluate our
business  or  our prospects. Because of our limited operating history, we have a
limited  and  unproven  ability  to  predict  the  trends that may emerge in the
e-learning  market  and  affect  our  business.  The  uncertainty  of our future
performance,  in  general,  and  the  uncertainty  regarding  the  acceptance of
e-learning,  in particular, increases the risk that we will be unable to build a
sustainable  business  and  that  our  stockholder  value  will  decline.

WE  HAVE  A  HISTORY  OF  LOSSES OUR ACCUMULATED DEFICIT IS $328,988 AT JUNE 30,
2000,  WE EXPECT FUTURE LOSSES AND WE MAY NOT ACHIEVE OR MAINTAIN PROFITABILITY.

We  have  experienced losses in each quarter since our inception and expect that
our  losses  will  increase  in  each quarter at least through the end of fiscal
2001.  Our  accumulated  deficit as of June 30, 2000, was $328,988. We expect to
continue  to  incur  increasing quarterly losses as we expand our operations and
fund  our growth. We plan to increase our operating expenses to market, sell and
support  our  e-learning  solutions,  build  infrastructure  and hire additional
staff.  We  also  plan  to  invest  heavily  to  develop  and acquire new course
offerings with new areas of expertise, which will increase operating expenses in
absolute  dollars.  We  currently  expect  our total costs and expenses to be at
least  $12.0  million in fiscal 2001. As a result, we will need to significantly
increase  our quarterly revenues to achieve profitability. If we do not generate
sufficient  revenues or become profitable within a time frame expected by public
market  analysts  or investors, the market price of our common stock will likely
decline.  Even  if we do achieve profitability, we may not be able to sustain or
increase  profitability  on  a  quarterly  or  annual  basis  in  the  future.

OUR  QUARTERLY  OPERATING  RESULTS  ARE  SUBJECT  TO  FLUCTUATIONS,  WHICH COULD
ADVERSELY  AFFECT  OUR  STOCK  PRICE.

Our  revenue and operating results are volatile and difficult to predict and may
be  susceptible  to  declines  in  future  periods.  Our  quarterly  results  of
operations  may  fluctuate  significantly  in  the  future  due to shortfalls in
revenues  or orders. We therefore believe that quarter-to-quarter comparisons of
our operating results may not be a good indication of our future performance. In
the  event  of  a  revenue  or order shortfall or unanticipated expenses in some
future  quarter or quarters, our operating results may be below the expectations
of  public  market  analysts  or  investors.  In such an event, the price of our
common  stock  may  decline  significantly.

Due  to the factors discussed in this risk factors section and elsewhere in this
prospectus and because we are engaged in a relatively new and emerging business,
revenue  and  operating  results  for  the  foreseeable  future are difficult to
forecast.  Our current and future expense estimates are largely fixed and based,

                                       10
<PAGE>

to  a  significant degree, on our estimates of future revenue. We will likely be
unable  to,  or  may  elect not to, reduce spending quickly enough to offset any
unexpected revenue shortfall. Therefore, any significant shortfall in revenue in
relation  to our expectations would cause our quarterly results for a particular
period  to  decline.

OUR  RECOGNITION  OF  REVENUE  IS  DEPENDENT  UPON  THE  ACHIEVEMENT  OF VARIOUS
MILESTONES,  AND  OUR  INABILITY  TO  RECOGNIZE  REVENUE  IN ACCORDANCE WITH OUR
EXPECTATIONS  WILL  HARM  OUR  OPERATING  RESULTS.

In  accordance  with  our  revenue  recognition  policy,  our  ability to record
revenues  depends  upon several factors. These factors include acceptance by our
customers  of  new  courses and the pace of participant registrations in courses
once  they are completed and made available on our Web site. All of our customer
contracts  provide  that  at  least  a  portion of our revenues depend on either
course  completion  or  participant  registration,  or  both.

Many  of our courses are custom-tailored to the specifications of our customers.
As  such,  course  revenues  are  dependent upon customers providing us with the
subject  matter  expertise  to  be  incorporated  into the course as well as our
completion of production and customer sign-off. Accordingly, if customers do not
provide  us  with  the  specific  subject matter content in a timely manner, our
ability  to  recognize  revenues  will be harmed, which would harm our operating
results.  In  addition,  if  participant  registration,  which  requires  the
participants to come to our Web site to sign up for the course, does not proceed
as  expected, our ability to recognize revenues will be delayed, which will also
harm  our  operating  results. Participant registration depends in large part on
the promotional activities of our customers. If customers fail to take necessary
measures  to  require  employee enrollment in courses or if they fail to promote
the  course  effectively  to  persons outside their organization, our ability to
recognize  revenues,  and  therefore  our  operating  results,  could be harmed.

OUR  FUTURE  GROWTH DEPENDS ON SUCCESSFUL HIRING AND RETENTION, INCLUDING HIRING
AND RETENTION OF THIRD-PARTY TUTORS, AND WE MAY BE UNABLE TO HIRE AND RETAIN THE
SKILLED  PERSONNEL  WE  NEED  TO  SUCCEED.

Our  future  growth  depends  on  successful hiring and retention, and we may be
unable  to  hire and retain the skilled personnel we need to succeed. The growth
of  our  business  and  revenues  will  depend in large part upon our ability to
attract  and retain sufficient numbers of highly skilled employees, particularly
course  content  developers,  Web  designers  and technical and sales personnel.
Qualified  personnel  are  in  great  demand  throughout  education  and
Internet-related  industries  and  we  require  personnel  with both educational
course  design  experience  as  well  as experience in Web design. The number of
potential  candidates with experience in both these areas is limited. The demand
for  qualified  personnel  is particularly acute in the Greater Los Angeles Area
market  in  which  we compete for a majority of these personnel due to the large
number  of  Internet  companies  and  the  low  unemployment rate in the region.

OUR  BUSINESS  WILL  SUFFER  IF  E-LEARNING  IS  NOT  WIDELY  ACCEPTED.

The  market for e-learning solutions is new and rapidly evolving. We expect that
we  will  engage in intensive marketing and sales efforts to educate prospective
customers  about the benefits of our e-learning solutions. There are a number of
factors  that could impact the acceptance of our e-learning solutions, which are
new  and  largely  untested  compared  to  more established educational methods,
including:

-         Companies  that  have  historically  relied  on,  or  invested  in,
traditional  educational  methods  may  be  reluctant or slow to adopt Web-based
e-learning  solutions;

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<PAGE>

-         Many  of our potential customers have allocated only a limited portion
of  their  education  budgets  to  e-learning;  and

-         End  users  may  not use online learning solutions effectively. If the
market  for  e-learning fails to develop or develops more slowly than we expect,
we  will  not achieve our growth and revenue targets and the value of our common
stock  will  likely  decline.

THE  VARIABILITY  AND LENGTH OF OUR SALES CYCLE FOR OUR E-LEARNING SOLUTIONS MAY
MAKE  OUR  OPERATING  RESULTS  UNPREDICTABLE  AND  VOLATILE.

The  period  between our initial contact with a potential customer and the first
purchase  of  our  solution by that customer typically ranges from three to nine
months,  and  in some cases has extended for close to two years. Because we rely
on  large  sales  for  a  substantial  portion of our revenues, these long sales
cycles  can  have a particularly significant effect on our financial performance
in any quarter. Factors that may contribute to the variability and length of our
sales  cycle  include:

-         The time required to educate potential customers about the benefits of
our  e-learning  solutions;

-         The  time  it  takes  our  potential  customers to assess the value of
online  solutions  compared  to  more  traditional  educational  solutions;

-         The  time  it  takes  our  potential customers to evaluate competitive
online  solutions;

-         Our  potential  customers' internal budget and approval processes; and

-         The  extended  periods  most  large  corporations  require  to  make
purchasing  decisions.

As  a  result  of  our  lengthy  sales  cycle, we have only a limited ability to
forecast  the  timing  and  size of specific sales. This, in turn, makes it more
difficult  to  predict  quarterly  financial  performance.

THE  E-LEARNING  MARKET  IS  HIGHLY  COMPETITIVE  AND  WE  MAY NOT HAVE ADEQUATE
RESOURCES TO COMPETE EFFECTIVELY, ACQUIRE AND RETAIN CUSTOMERS AND ATTAIN FUTURE
GROWTH.

The  e-learning market is evolving quickly and is subject to rapid technological
change,  shifts  in  customer  demands  and evolving learning methodologies. The
recent shift in customer demand from CD-ROM delivered training to the use of the
Internet  for  providing  interactive  courses is one example of a technological
change  that  has  affected the e-learning market. Future evolutions may include
such  technology innovations as increased bandwidth connections to the home, the
adoption  of  a  standard  for  receiving  voice or video transmissions over the
Internet,  and  development  of  new  online learning methodologies that achieve
better  knowledge results for adult learners. Our failure to adapt to changes in
our  industry  could  cause  us  to  lose existing customers or fail to gain new
customers.  Although  the  e-learning market is highly fragmented with no single
competitor  accounting  for  a dominant market share, competition is intense. We
compete  primarily  with:

-         Third-party  suppliers  of  instructor-led  education  and  learning;

-         Internal  education  departments;  and

-         Other  suppliers  of  technology-based  learning  solutions.

Due  to the high market fragmentation, we do not often compete head-to-head with
any  particular  company. On occasion, our customers may evaluate our end-to-end
solution  by  comparison  with  point  solutions  offered  by  other  e-learning
companies.  These  companies  may include click2learn.com, Inc., NETg (a unit of

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<PAGE>

Harcourt),  SmartForce  Corporation  and SmartPlanet  (a division of Ziff-Davis,
Inc.).

We  may  not  provide  solutions  that compare favorably with traditional or new
instructor-led  techniques or other technology-based learning methodologies. Our
competitors  vary  in  size  and  in  the  scope  and breadth of the courses and
services  they offer. Several of our competitors have longer operating histories
and  significantly  greater  financial,  technical  and  marketing resources. In
addition,  larger  companies  may  enter  the  e-learning  market  through  the
acquisition of our competitors. We anticipate that the lack of significant entry
barriers  to  the  e-learning  market  will allow other competitors to enter the
market,  increasing  competition.

To succeed,  we  must  continue  to  expand  our  course offerings, upgrade our
technology  and  distinguish our  solution.  We  may  not be able to do so
successfully. Any failure by us to anticipate  or  respond adequately to changes
in  technology  and  customer preferences,  or any significant delays in course
development or implementation, could  impact  our  ability to capture market
share. As competition continues to intensify,  we  expect  the  e-learning
market  to  undergo  significant  price competition.  We  also expect to face
increasing price pressures from customers, as  they  demand  more  value for
their learning related expenditures. Increased competition  or our inability to
compete successfully against current and future competitors could result in
reduced operating margins, as well as loss of market share  and  reduction  in
brand  recognition.

WE  MUST  DELIVER  COURSES  THAT MEET THE NEEDS OF OUR CUSTOMERS OR OUR BUSINESS
WILL  NOT  SUFFER.

To  be  competitive,  we must develop and introduce on a timely basis new course
offerings,  which  meet  the  needs  of  companies seeking to use our e-learning
solutions.  Furthermore,  the quality of our learning solutions depends in large
part  on our ability to frequently update our courses and develop new content as
the  underlying  subject matter changes. We create courses both by using subject
matter  expertise  provided  by our customers, which we then incorporate into an
educational  course  format,  and  through  material  obtained  from third-party
content  developers. The quality of our courses depends on our receiving content
and  cooperation  from  the  following  sources:

          Customers,  who  provide us with specific subject matter expertise for
incorporation  into  many  of  our  courses;  and

          Third-party  content  developers,  who  provide  us  with  much of the
content  for  our  catalog  courses.

If we do not receive materials from the above sources in a timely manner, we may
not  be  able to develop or deliver specialized courses for our customers in the
time  frame  they  are expecting. Even if we do receive necessary materials from
third  parties,  if  our  employees  and  consultants,  upon  whom  we  rely for
instructional  and Web design expertise, fail to complete their work in a timely
manner,  we  will  be unable to meet customer expectations. In the past, we have
experienced  delays  in  obtaining  access  to  our  customers'  expertise.  Any
prolonged  delays,  even when caused by our customers, can damage our reputation
and  lead  to  a  failure  to  satisfy  a  customer's  demands.

OUR  PLANS  TO  EXPAND  THE  SCOPE  OF  OUR  COURSES  TO  FIELDS OTHER THAN TEST
PREPARATION  MAY DEPEND ON OUR ABILITY TO ATTRACT EXPERTS OR SPECIALISTS, AND IF
WE  ARE  UNABLE TO ATTRACT THE NECESSARY EXPERTISE, WE WILL NOT BE ABLE TO ENTER
NEW  FIELDS.

Our strategy involves broadening the fields presently covered by our courses. In
particular,  to  date  we  have  been  primarily  focused on courses in the test
preparation  area,  and  we  are currently planning to develop and introduce new
course  offerings in corporate and professional training and other fields. These

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<PAGE>

new  course  offerings  may  encompass  areas  in  which  we  have  little or no
experience or expertise. Therefore, our ability to expand our courses into these
areas  may  require us to locate and evaluate third-party experts or specialists
who  would  develop  or  assist  us  in developing the course content. If we are
unable  to locate and evaluate these experts, we may fail to develop the courses
our  customers  demand  or  be  unable  to  pursue new market opportunities. Any
failure of ours to expand our course offerings to new fields could constrain our
revenue  growth  and  harm  our  future  prospects.

TO REMAIN COMPETITIVE, WE MUST KEEP PACE WITH RAPID TECHNOLOGICAL CHANGES IN OUR
INDUSTRY.

The  e-learning  market  is  characterized  by  rapidly  changing  technologies,
frequent  new  service  introductions,  short  development  cycles  and evolving
standards.  We  must  adapt  to rapidly changing technologies by maintaining and
improving  the  performance  features  and  reliability  of  our courses. We may
experience  technical  difficulties  that  could delay or prevent the successful
development,  introduction or marketing of new courses and related services. For
instance,  adding capabilities to deliver video over the Internet to our courses
may  be  desired by some customers and may nevertheless pose a serious technical
challenge and could have a negative impact on our ability to develop and deliver
courses  on a profitable basis. In addition, any new enhancements to our courses
must  meet  the  requirements  of  our  current  and  prospective  customers and
participants.  We  could  incur  substantial  costs  to  modify  our services or
infrastructure  to  adapt  to  rapid  technological  change.

WE  ARE  GROWING RAPIDLY AND IF WE FAIL TO MANAGE OUR GROWTH EFFECTIVELY, WE MAY
NOT  BE  ABLE  TO  TAKE  ADVANTAGE OF MARKET OPPORTUNITIES, WHICH WOULD SEVERELY
IMPACT  OUR  ABILITY  TO  COMPETE.

Our  recent  rapid growth has placed, and future anticipated growth is likely to
continue  to  place, a considerable strain on our managerial resources.  We plan
to  continue  to  expand  our  sales  and marketing, administration, content and
technology  development  and  tutoring  organizations.  In  order to manage this
growth  effectively,  we  will  need  to  improve  our  financial and managerial
controls,  our  reporting  systems  and procedures. In addition, we will need to
expand,  train  and  manage  our  work  force,  which  we anticipate will expand
significantly.  If we fail to manage our growth effectively, we will not be able
to  capitalize  on  attractive business opportunities and may fail to adequately
support  our  existing  customer  base.

IF  WE  DO  NOT  DEVELOP  OUR INDIRECT SALES CHANNELS, WE WILL BE LESS LIKELY TO
INCREASE  OUR  REVENUES.

If  we  do  not  develop  our indirect sales channels, we will be less likely to
increase  our  revenues.  To  date,  more  than  90% of our sales have been made
through  direct  sales  efforts.  We  believe that we will need to diversify our
sales  efforts  if  we are to be successful. If we do not develop indirect sales
channels,  we may miss sales opportunities that might be available through these
other channels. For example, domestic and international resellers may be able to
reach  new  customers  more  quickly  or  more effectively than our direct sales
force.  We  are  currently  investing  in  personnel and marketing activities to
develop indirect sales channels including instructor-led training companies that
are seeking to provide an e-learning product offering, e-commerce Web sites that
sell  Web-based  learning,  and  other  market  participants  such  as  software
producers  and systems integrators who provide learning as an additional service
to  their clients. Although we are currently investing to develop these indirect
sales  channels,  we  may  not  succeed  in  establishing  a  channel  that  can
effectively  market our e-learning solutions on a profitable basis. In addition,
our  direct sales force may compete with these resellers, and we may not be able
to  manage conflicts across our direct and indirect sales channels. Our focus on
increasing  sales  through  our indirect channel may divert management resources
and  attention from direct sales. Conflicts across sales channels could cause us
to  encounter pricing pressures and lose revenue opportunities, which could harm
our  business  and  cause  our  operating  results  to  decline.

                                       14
<PAGE>

IN  ORDER  TO  ADDRESS  THE  EXPECTED GROWTH IN OUR BUSINESS WE MUST CONTINUE TO
IMPROVE  THE  CAPACITY OF OUR COMPUTER NETWORK; ANY FAILURE OF OUR NETWORK WOULD
DIRECTLY  IMPACT  OUR  ABILITY  TO  DELIVER  COURSES  AND  WOULD  LIKELY LEAD TO
SIGNIFICANT  LOSSES  AND  CUSTOMER  DISSATISFACTION.

In  order  to  address  the  expected growth in our business we must continue to
improve  the  capacity of our computer network. The continuing and uninterrupted
performance  of  our  internal  computer  network and Internet course servers is
critical  to our success. Any system failure that causes interruptions or delays
in our ability to make our courses accessible to customers could reduce customer
satisfaction  and,  if sustained or repeated, could reduce the attractiveness of
our  courses  and  services  and  result  in  significant revenue losses. We are
particularly  vulnerable to network failures during periods of rapid growth when
our  roster  of  courses  and participants can outpace our network capacity. The
continued viability of our business requires us to support multiple participants
concurrently and deliver fast response times with minimal network delays. We are
continuing  to add system capacity, but we may not be able to adequately address
network capacity, especially during periods of rapid growth. Any failure to meet
these capacity requirements could lead to additional expenditures, lost business
opportunities  and  damage  to  our  reputation  and  competitive  position.

ANY  FAILURE  OF,  OR  CAPACITY  CONSTRAINTS IN, THE SYSTEMS OF THIRD PARTIES ON
WHICH  WE  RELY  COULD  ADVERSELY  AFFECT  OUR  BUSINESS.

Our  communications  hardware and some of our other computer hardware operations
are  located  at  the  facilities  of  Oasis,  Inc.  in Los Angeles, California.
Unexpected  events  such  as natural disasters, power losses and vandalism could
damage  our  systems.  Telecommunications failures, computer viruses, electronic
break-ins,  earthquakes, fires, floods, other natural disasters or other similar
disruptive problems could adversely affect the operation of our systems. Despite
precautions  we  have taken, unanticipated problems affecting our systems in the
future  could  cause interruptions or delays in the delivery of our courses. The
failure  of  our telecommunications provider or Oasis, which together provide us
with  our  Internet  connection,  to  provide  sufficient  and  timely  data
communications  capacity  and  network  infrastructure  could  cause  service
interruptions  or  slower  response  times,  and  reduce customer demand for our
courses  and  services.  Our insurance policies may not adequately compensate us
for  any  losses  that  may  occur  due  to  any damages or interruptions in our
systems.  Accordingly,  we could be required to make capital expenditures in the
event  of  damage.  We do not currently have fully redundant systems or a formal
disaster  recovery  plan.

Our  Web  site must accommodate a high volume of traffic and deliver courses and
other  information in a timely manner. Our Web site has experienced in the past,
and  may experience in the future, slow response times for a variety of reasons.
We periodically experience unscheduled system downtime, which results in our Web
site  being  inaccessible to participants. If we experience extended downtime in
the  future,  customers and our course participants could lose confidence in our
services.

WE  CURRENTLY INTEND TO EXPAND INTERNATIONALLY AND, AS A RESULT, WE COULD BECOME
SUBJECT  TO  NEW  RISKS.

Our strategy includes international expansion of our business. To date, however,
we  have  not received revenues from customers outside of the United States. Our
current plans include possible expansion into the Germany and Switzerland during
fiscal  2000.  In Germany and Switzerland, we could be affected by political and
monetary  changes,  including European unification and introduction of the Euro.
This  international  expansion will require significant management attention and
financial  resources  and could harm our financial performance by increasing our

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<PAGE>

costs. We have limited experience in marketing, selling and distributing courses
internationally.  We  currently have one employees located outside of the United
States.  We  could  become  subject  to  additional  risks  as  we  expand
internationally,  including:

     -    Difficulties  in  staffing  and  managing  international  operations;

     -    Our  inability  to  develop  content  localized  for  international
jurisdictions;

          Protectionist  laws  and  business  practices  that  favor  local
competition;

     -    Multiple,  conflicting and changing governmental laws and regulations;

     -    Slower  adoption  of  e-learning  solutions;

     -    Different  learning  styles;

     -    Longer  sales  and  payment  cycles;

     -    Greater  difficulties  in  collecting  accounts  receivable;

     -    Fluctuations  in  currency  exchange  rates;

     -    Political  and  economic  instability;

     -    Potentially  adverse  tax  consequences;

    -     Little  or  no  protection of our intellectual property rights in some
foreign  countries,  particularly  less  developed  countries;  and

          Increases  in tariffs, duties, price controls or other restrictions on
foreign  currencies  or  trade  barriers  imposed  by  foreign  countries.

If  we  encounter these factors in connection with our planned expansions in the
Germany and Switzerland, our revenues could fall below expectations, which would
harm  our  business  and operating results. In this event, our stock price could
decline.

OUR  INABILITY  TO  PROTECT OUR INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS AND
OUR  INTERNET  DOMAIN  NAME  COULD  LEAD  TO  UNAUTHORIZED USE OF OUR COURSES OR
RESTRICT  OUR  ABILITY  TO  MARKET  OUR  COURSES.

Our  success  depends, in part, on our ability to protect our proprietary rights
and  technology.  We  rely  on a combination of patents, copyrights, trademarks,
service  marks,  trade  secret  laws  and employee and third-party nondisclosure
agreements  to  protect  our  proprietary rights. Despite our efforts to protect
these  rights, unauthorized parties may attempt to duplicate or copy our courses
or  our  delivery  technology  or  obtain  and use information that we regard as
proprietary.  In  addition,  the  laws  of  many  countries  do  not protect our
proprietary rights to as great an extent as do the laws of the United States. As
a  consequence,  effective  trademark,  service mark, copyright and trade secret
protection  may  not  be  available  in  every  country in which our courses and
services  are  made  available.

We  own the domain name eknowledgegroup.com. It is possible, however, that third
parties  could acquire trademarks or domain names that are substantially similar
or  conceptually  similar to our trademarks or domain names. This could decrease
the  value  of  our  trademarks or domain names and could hurt our business. The
regulation  of  domain  names  in  the United States and in foreign countries is
subject  to  change. The relationship between regulations governing domain names

                                       16
<PAGE>

and  laws  protecting trademarks and similar proprietary rights is unclear. As a
result,  we  may not acquire or maintain exclusive rights to our domain names in
the  United  States  or  in  other  countries  in  which  we  conduct  business.

We  may  from  time  to  time  encounter  disputes  over  rights and obligations
concerning  intellectual property. We obtain the content for many of our courses
from  our  customers and it is possible that the use of this content may subject
us  to  the intellectual property claims of third parties. Although we generally
seek  indemnification  from  our  customers  to  protect  us from these types of
claims, we may not be fully protected from extensive damage claims or claims for
injunctive  relief.  In  addition,  our  customers  may  assert that some of the
courses  we  develop  for  our  general  catalog  or  under  contract with other
customers  may  improperly use their proprietary content. Our involvement in any
litigation  to  resolve intellectual property ownership matters would require us
to  incur  substantial costs and divert management's attention and resources. In
addition, we cannot predict the effect of a failure to prevail in any litigation
of  this  kind.

PROVISIONS  OF  OUR  CHARTER  DOCUMENTS  AND  NEVADA  LAW MAY HAVE ANTI-TAKEOVER
EFFECTS  THAT  COULD  PREVENT  A  CHANGE  IN  OUR CONTROL, EVEN IF THIS WOULD BE
BENEFICIAL  TO  STOCKHOLDERS.

Provisions  of our amended and restated certificate of incorporation, bylaws and
Nevada law could make it more difficult for a third party to acquire us, even if
doing  so  would  be  beneficial  to our stockholders. These provisions include:

    -     A  classified  board  of directors, in which our board is divided into
three  classes  with three-year terms with only one class elected at each annual
meeting  of  stockholders, which means that a holder of a majority of our common
stock  will  need  two  annual  meetings  of stockholders to gain control of the
board;

    -     A  provision  which  prohibits our stockholders from acting by written
consent  without  a  meeting;

    -     A  provision  which permits only the board of directors, the president
or  the  chairman  to  call  special  meetings  of  stockholders;  and

    -     A  provision  that  requires advance notice of items of business to be
brought  before  stockholders  meetings.  In addition, amending any of the above
provisions  will  require  the vote of the holders of 66 2/3% of our outstanding
common  stock.

DIRECTORS,  EXECUTIVE  OFFICERS AND THEIR AFFILIATED ENTITIES HOLD A SUBSTANTIAL
AMOUNT  OF  OUR  STOCK  AND  ARE  ABLE  TO CONTROL MATTERS REQUIRING STOCKHOLDER
APPROVAL.

Our  directors,  executive  officers  and  their  affiliated  entities  own
approximately  77.5%  of  our  outstanding  capital  stock.  As  a result, these
stockholders,  acting  together,  are  able  to  control  all  matters requiring
approval  by  the  stockholders,  including  the  election  of all directors and
approval  of  significant  corporate  transactions.



                           PART II: OTHER INFORMATION


                           ITEM 1.  LEGAL PROCEEDINGS

                                      None

                                       17
<PAGE>

                          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  our  corporate name to
eKnowledge  Group,  Inc.

     The  terms  and  conditions  of the acquisition are that Richmond Services,
Inc.  issued  15,155,556  shares (post reverse split) of the common stock of the
Company.  These shares are not 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 are Restricted Securities subject to
the holding periods of Rule 144. These shares were 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 will
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
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

                                       18
<PAGE>

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.
                                     TABLE A
                 OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>



<S>                                      <C>         <C>
                                         Share             %
------------------------------------------------------------
 Name and Address of Beneficial Owner .  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
------------------------------------------------------------

                                       19
<PAGE>

------------------------------------------------------------
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.
                                    EXHIBITS

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

                                       20
<PAGE>

                                   SIGNATURES


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Form  10-Q  Report for the Quarter ended June 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:  August  14,  2000


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

                                       21
<PAGE>

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

                         UN-AUDITED FINANCIAL STATEMENTS
             FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000
--------------------------------------------------------------------------------

                                       22
<PAGE>

                             EKNOWLEDGE GROUP, INC.
                                  Balance Sheet
                   For the fiscal year ended December 31, 1999
                And for the periods ended June 30, 1999 and 2000
<TABLE>
<CAPTION>
<S>                                         <C>               <C>         <C>
                                             (unaudited)     (unaudited)      (audited)
                                            June 30, 2000   June 30, 1999   Dec. 31, 1999
-----------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents                      358,036          3,571               36
Accounts Receivable                             30,084            0               0
Inventory                                       10,708          6,765           14,221
Prepaid Expenses                                18,191            0               0
TOTAL CURRENT ASSETS                           417,019          10,336          14,257
                                            --------------  --------------  --------------
PROPERTY AND EQUIPMENT
Furniture and Equipment                         27,853          2,057            2,057
Less: Accumulated Depreciation                 (1,907)            (59)            (411)
PROPERTY AND EQUIPMENT, NET                     25,947          1,998            1,646
                                            --------------  --------------  --------------
OTHER ASSETS
Deposits - Rent                                 10,606            0               0
Intangible Assets, net                          15,146          15,146          15,988
TOTAL OTHER ASSETS                              25,752          15,146          15,988
                                            --------------  --------------  --------------
TOTAL ASSETS                                   468,717          27,480          31,891

LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable                                3,611             0             12,022
Deposits Payable                                1,000           2,400            2,400
Income Tax Payable                                0               800              800
TOTAL CURRENT LIABILITIES                       4,611           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                               12,111          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                         (643,958)        (2,338)            0
Accumulated Deficit                           (328,988)           0            (19,449)
TOTAL STOCKHOLDER'S EQUITY                     456,606         24,280            7,169
                                            --------------  --------------  --------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY     468,717         27,480           31,891
</TABLE>

                                       23
<PAGE>

                             EKNOWLEDGE GROUP, INC.
                             Statement of Operations
                   For the fiscal year ended December 31, 1999
                And for the periods ended June 30, 1999 and 2000
<TABLE>
<CAPTION>
<S>                                         <C>               <C>         <C>                 <C>
                                         (unaudited)        (unaudited)
                                       Six Months Ended    Quarter Ended
                                        June 30, 2000      June 30, 1999    June 30, 2000    June 30, 1999
                                                                                            ---------------
REVENUES
Sales                                      $38,142              $0             $32,202            $ 0
Sales Returns and Allowances                (1,773)              0              (1,773)             0
Other Income                                19,293               0              19,293              0
Interest Income                              3,769               0               3,769              0
Total Revenues                              59,431               0              53,491              0
                                      ------------------  ---------------  ---------------  ---------------
COST OF SALES                               76,294               0              76,294              0
GROSS PROFIT                               (16,863)              0             (22,803)             0
                                      ------------------  ---------------  ---------------  ---------------

GENERAL AND ADMINISTRATIVE EXPENSES
Wages Expense                              201,321             1,026           174,611             1,026
Rent                                         9,358               0               7,058              0
Small Equipment                              8,541               0               8,541              0
Legal and Professional Expense               4,300               0               4,300              0
Travel and Entertainment Expense            33,107               0              23,107              0
Investor Relations                          12,503               0               7,003              0
Shipping Expense                             2,916               0               2,794              0
Printing Expense                             6,180               0               5,855              0
Advertising Expense                          1,596               0               1,596              0
Depreciation & Amortization                  2,338                59             2,161                59
Other Expense                               10,516               453             8,016               453
TOTAL GENERAL AND ADMINISTRATIVE           355,711             1,538           245,042             1,538
                                      ------------------  ---------------  ---------------  ------------
Net Operating Income before taxes         (309,539)           (1,538)         (267,845)           (1,538)
                                      ------------------  ---------------  ---------------  ------------
Provisions for Income taxes                   0                  0                0                0
Net Income (Loss)                         $(309,539)         $(1,538)        $(267,845)          $(1,538)
                                      ------------------  ---------------  ---------------  ------------

Weighted Average Common Shares           19,555,556        1,000,000        19,555,556         1,000,000

Loss Per Share                             $(0.0158)        $(0.0015)         $(0.0137)         $(0.0015)
</TABLE>

                                       24
<PAGE>

                             EKNOWLEDGE GROUP, INC.
                             Statement of Cash Flows
                  For the periods ended June 30, 1999 and 2000
<TABLE>
<CAPTION>
<S>                                         <C>              <C>
                                                (unaudited)      (unaudited)
                                            June 30, 2000    June 30, 1999
----------------------------------------------------------------------------
CASH FLOWS FROM OPERATION ACTIVITIES
Net loss . . . . . . . . . . . . . . . . .  $     (309,539)  $       (1,538)
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and Amortization. . . . . . .           2,338               59
Stock Compensation . . . . . . . . . . . .          58,542                0
Consulting Paid in Stock . . . . . . . . .          10,000                0
Accounts Receivable. . . . . . . . . . . .         (30,084)               0
Inventory. . . . . . . . . . . . . . . . .           3,513                0
Prepaid Expenses . . . . . . . . . . . . .         (18,191)               0
Deposits - Rent. . . . . . . . . . . . . .         (10,606)               0
Accounts Payable . . . . . . . . . . . . .          (8,411)               0
Deposits Payable . . . . . . . . . . . . .          (1,400)               0
Income Tax Payable . . . . . . . . . . . .            (800)               0
Total Adjustments. . . . . . . . . . . . .           4,901               59
                                            ---------------  ---------------
NET CASH USED IN OPERATIONS. . . . . . . .        (304,638)          (1,479)
                                            ---------------  ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Furniture and Equipment. . . . . . . . . .         (25,796)               0
Cash acquired through acquisition. . . . .         500,000                0
NET CASH PROVIDED BY INVESTING . . . . . .         474,204                0
                                            ---------------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Notes Payable. . . . . . . . . . . . . . .          (2,000)               0
Additional Paid-in Capital . . . . . . . .         190,434                0
NET CASH PROVIDED BY FINANCING ACTIVITIES.         188,434                0
----------------------------------------------------------------------------
NET INCREASE IN CASH . . . . . . . . . . .         358,000           (1,479)
----------------------------------------------------------------------------
CASH BALANCE AT BEGINNING OF PERIOD. . . .              36            3,571
============================================================================
CASH BALANCE AT END OF PERIOD. . . . . . .  $      358,036   $        2,092
</TABLE>

                                       25
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                             ADDITIONAL
                                                           COMMON STOCK        PAID-IN       UNEARNED        ACCUMULATED
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      (643,958)             0
Shares transferred by shareholder for consulting              0           0        10,000              0            0
Net (loss) for period ended 6/30/00                           0           0             0              0    (309,539)
----------------------------------------------------------------------------------------------------------------------
BALANCE, 6/30/00                                      1,000,000    $19,556   $1,409,996     $(643,958)      $(328,988)

                                       26
<PAGE>

                             EKNOWLEDGE GROUP, INC.
                       Statement of Stockholder's  Equity
          For the Period from Inception (June 1, 1999) to June 30, 2000
                                (continued)
<S>                                         <C>
                                              TOTAL STOCKHOLDERS'
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                                       0
Acquisition of public shell corporation, 4/17/00     500,000
Shares transferred by shareholder for services       190,434
Shares transferred by shareholder for compensation    58,542
Shares transferred by shareholder for consulting      10,000
Net (loss) for period ended 6/30/00                  (309,539)

BALANCE, 6/30/00                                    $456,606
</TABLE>

                                       27
<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  June 30, 2000 and the results of its operations and cash flows
for  the  six  months  ended  June 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 six months ended June 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 June 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.  Amortization expense
for  the  period  ended  June  30,  2000,  was  $842.

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  six  months  ending June 30, 2000, were $1,596.

LONG-LIVED  ASSETS. Long-lived assets and certain identifiable intangibles to be
held  and  used  are  reviewed  for  impairment  whenever  events  or changes in

                                       28
<PAGE>

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  June 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 June 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, a public shell,
-----------------------------------
and  the  Company  executed  an  Acquisition  Agreement  (the  Agreement  ) that
provided  that  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  100% 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.


CONVERTIBLE  PROMISSORY NOTES. The Company entered into a convertible promissory
note agreement with an individual 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

                                       29
<PAGE>

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 six months ending June 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 six months ended June 30,
-------------
2000,  consist  of  the  following:

     Current
          Federal                              $       0
          State                                      800
                                               ---------
               Total  Current                        800
                                               =========

     Deferred  Income  Taxes                      91,952
          Valuation  Allowance                  (91,952)
                                              ----------
               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 $91,952 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 $91,952 due to the start-up nature of the
Company. The Company has total net loss carry-forwards of approximately $270,447
through the six months ending June 30, 2000.  The net operating losses expire as
follows:



                              Amount          Expiration  Year
                              ------          ----------------
                              $250,998              2020
                                19,449              2019
                            ----------
              Total          $270,447
                             ========


SHAREHOLDER EQUITY. On April 17, 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,

                                       30
<PAGE>

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 $644,000
was  reported  as a charge to Unearned Compensation.  The resulting effect was a
net  compensation  expense of approximately $58,500, reported during the quarter
ending  June  30,  2000.

                                       31
<PAGE>