GARY S. SAUNDERS
                                 CHAIRMAN & CEO
                       EKNOWLEDGE GROUP, INC. & SUBSIDIARY
                         1520 WEST 6TH STREET, SUITE 101
                            CORONA, CALIFORNIA  92882
            (NAME AND ADDRESS OF PERSON AUTHORIZED TO RECEIVE NOTICES
          AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)



                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

     [X]                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

    [  ]                    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
           FOR THE TRANSITION PERIOD FROM ____________ TO ____________


                      COMMISSION  FILE  NUMBER:  000-28881


                       EKNOWLEDGE GROUP, INC. & SUBSIDIARY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NEVADA                                                                76-0430898
(JURISDICTION  OF  INCORPORATION)        (I.R.S.  EMPLOYER  IDENTIFICATION  NO.)

1520  W.  6TH  STREET,  SUITE  101,  CORONA,  CALIFORNIA                   92882
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                         (ZIP  CODE)

REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE:         (909)  372-2800


AS  OF  SEPTEMBER  30,  2002,  THE  NUMBER  OF  SHARES  OUTSTANDING  OF  THE
REGISTRANT'S  COMMON  STOCK  WAS  51,599,840.


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

PART  I:  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

The  financial  statements,  for  the  nine  months  ended  September  30, 2002,
included herein have been prepared by the Company, without audit pursuant to the
rules  and  regulations  of  the  Securities  and  Exchange  Commission. Certain
information  and  footnotes disclosure normally included in financial statements
prepared  in  accordance with generally accepted accounting principles have been
condensed  or  omitted  pursuant  to  such  rules  and regulations, although the
Company  believes  that the disclosures are adequate to make the information not
misleading.

                                        1
<PAGE>

                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                   (unaudited)           (audited)
                                               September 30, 2002   December 31, 2001
                                               -------------------  ------------------
<S>                                            <C>                  <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents . . . . . . . . . .              25,691              22,744
Accounts Receivable . . . . . . . . . . . . .              36,350               1,950
Prepaid Expenses. . . . . . . . . . . . . . .                   -               2,962
TOTAL CURRENT ASSETS. . . . . . . . . . . . .              62,041              27,656
PROPERTY AND EQUIPMENT
Furniture and Equipment . . . . . . . . . . .              82,994              79,655
Less: Accumulated Depreciation. . . . . . . .             (32,986)            (20,593)
                                               -------------------  ------------------
PROPERTY AND EQUIPMENT, NET . . . . . . . . .              50,008              59,062
OTHER ASSETS
Deposits - Rent . . . . . . . . . . . . . . .               7,636               7,637
Intangible Assets . . . . . . . . . . . . . .             106,505             106,505
Less: Accumulated Amortization. . . . . . . .             (79,386)            (52,760)
TOTAL OTHER ASSETS. . . . . . . . . . . . . .              34,755              61,382
                                               -------------------  ------------------
TOTAL ASSETS. . . . . . . . . . . . . . . . .             146,804             148,100
                                               ===================  ==================

LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES
Accounts Payable. . . . . . . . . . . . . . .             167,200             264,171
Accrued Expenses. . . . . . . . . . . . . . .             389,085             738,351
Notes Payable . . . . . . . . . . . . . . . .             487,609              52,500
Advances from Shareholders. . . . . . . . . .             517,162             517,162
Deposits Payable. . . . . . . . . . . . . . .               1,200               1,200
TOTAL CURRENT LIABILITIES . . . . . . . . . .           1,562,256           1,573,384
LONG-TERM LIABILITIES
Note Payable. . . . . . . . . . . . . . . . .                   -                   -
Other Liabilities . . . . . . . . . . . . . .               2,701               2,701
Loans from Shareholders . . . . . . . . . . .              13,000              13,000
                                               -------------------  ------------------
TOTAL LONG-TERM LIABILITIES . . . . . . . . .              15,701              15,701
                                               -------------------  ------------------
TOTAL LIABILITIES . . . . . . . . . . . . . .           1,577,957           1,589,085
STOCKHOLDER'S DEFICIT
Common Stock. . . . . . . . . . . . . . . . .              51,600              31,361
Additional Paid-in Capital. . . . . . . . . .           2,546,922           2,056,357
Accumulated Deficit . . . . . . . . . . . . .          (4,029,674)         (3,528,703)
                                               -------------------  ------------------
TOTAL STOCKHOLDER'S DEFICIT . . . . . . . . .          (1,431,153)         (1,440,985)
                                                                    ------------------
  TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT             146,804             148,100
                                               ===================  ==================
</TABLE>

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

                                        2
<PAGE>

                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
         FOR NINE MONTHS AND QUARTERS ENDED SEPTEMBER 30, 2002 AND 2001
<TABLE>
<CAPTION>
                                                     (UNAUDITED)                (UNAUDITED)
                                                  NINE MONTHS ENDED             QUARTER ENDED
                                                    SEPTEMBER 30,               SEPTEMBER 30,
                                                 2002          2001           2002         2001
----------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>          <C>           <C>
Sales                                           $366,289      $81,292       $145,118      $19,129
Cost of sales                                   159,404       358,097        29,993       219,191
                                              ------------  ------------  ------------  ------------
Gross profit                                    206,885      (276,805)      115,125      (200,062)

Selling, general and administrative expenses    686,566      1,048,460      208,567       306,572
                                              ------------  ------------  ------------  ------------

Loss before other income & provision
of taxes                                       (479,681)    (1,325,265)     (93,441)     (506,634)
Interest expense                                (21,394)         -             -             -
Interest income                                    95            70            -           14.49
Other income                                       8             -             -             -
                                              ------------  ------------  ------------  ------------
Loss before provision for income taxes         (500,971)    (1,325,195)     (93,441)     (506,620)
Provision for income taxes                         -             -             -             -
                                              ------------  ------------  ------------  ------------
Net loss                                       (500,971)    (1,325,195)     (93,441)     (506,620)
                                              ============  ============  ============  ============
Weighted average shares outstanding            37,814,651    20,757,930    44,435,864    21,240,356
                                              ============  ============  ============  ============
Loss per share, basic & diluted                  (0.01)        (0.06)        (0.00)        (0.02)
                                              ============  ============  ============  ============
</TABLE>

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

                                        3
<PAGE>

                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                FOR NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
<TABLE>
<CAPTION>
                                                 (unaudited)           (unaudited)
                                             September 30, 2002    September 30, 2001
--------------------------------------------------------------------------------------
<S>                                         <C>                   <C>
CASH FLOWS FROM OPERATION ACTIVITIES
Net loss . . . . . . . . . . . . . . . . .  $          (500,971)  $        (1,325,195)
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and Amortization. . . . . . .               39,018                37,907
Stock Compensation . . . . . . . . . . . .              264,972                     -
Consulting Services for Stock. . . . . . .                    -                61,750
Finance Costs of Stock Sales . . . . . . .               61,853                     -
Accounts Receivable. . . . . . . . . . . .              (34,400)                1,950
Wages Payable. . . . . . . . . . . . . . .                    -               581,720
Inventory. . . . . . . . . . . . . . . . .                    -                 3,659
Prepaid Expenses . . . . . . . . . . . . .                2,962                (5,099)
Contracts Payable. . . . . . . . . . . . .                    -               121,035
Accounts Payable . . . . . . . . . . . . .              (96,971)               79,879
Accrued Expenses . . . . . . . . . . . . .               85,843                     -
Deferred Liab. . . . . . . . . . . . . . .                    -                (1,908)
NET CASH USED BY OPERATIONS. . . . . . . .             (177,694)             (444,301)
                                            --------------------  --------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Furniture and Equipment. . . . . . . . . .               (3,339)               (6,471)
Intangible Assets. . . . . . . . . . . . .                    -                   842
NET CASH USED BY INVESTING . . . . . . . .               (3,339)               (5,629)
                                            --------------------  --------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Notes Payable. . . . . . . . . . . . . . .                    -                24,070
Advances from Shareholders . . . . . . . .                    -                22,657
Net Proceeds from Sale of Common Stock . .              183,978               381,230
NET CASH PROVIDED BY FINANCING ACTIVITIES.              183,978               427,957
                                            --------------------  --------------------

NET INCREASE IN CASH . . . . . . . . . . .  $             2,945   $           (21,973)
                                            ====================  ====================

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

CASH BALANCE AT END OF PERIOD. . . . . . .               25,689                11,916
                                            ====================  ====================
</TABLE>

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

                                        4
<PAGE>

                      EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY
                            AS OF SEPTEMBER 30, 2002
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                    ADDITIONAL          TOTAL
                                         COMMON STOCK  PAID-IN   ACCUMULATED    STOCKHOLDERS'
        DESCRIPTION                         SHARES      AMOUNT     CAPITAL         DEFICIT         EQUITY
------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>       <C>           <C>              <C>
BALANCE, DECEMBER 31, 2001. . . . . . .    31,361,430    31,361     2,056,357      (3,528,703)   (1,440,985)
                                                                                                          -
Shares issued for cash. . . . . . . . .     1,890,356     1,890       112,208               -       114,098
Finance costs attributed to shares sold                                35,217               -        35,217
Shares issued for services. . . . . . .     1,439,644     1,440        57,734               -        59,174

Shares issued for cash. . . . . . . . .     1,519,416     1,519        43,578               -        45,097
Finance costs attributed to shares sold                                26,636               -        26,636
Shares issued for services. . . . . . .     1,061,041     1,061        57,810               -        58,871

Shares issued for cash. . . . . . . . .       741,703       742        24,040               -        24,782
Shares issued for services. . . . . . .    13,586,250    13,586       133,343               -       146,929

NET LOSS, SEPTEMBER 30, 2002. . . . . .             -         -             -        (500,971)     (500,971)


BALANCE, SEPTEMBER 30, 2002 . . . . . .    51,599,840  $ 51,600  $  2,546,922  $   (4,029,674)  $(1,431,153)
                                         ============  ========  ============  ===============  ============
</TABLE>

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

                                        5
<PAGE>

NOTE  1  -          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

NATURE  OF  OPERATIONS

eKnowledge  Group,  Inc.  (the  "Company") provides educational training courses
over the internet and through other media sources.  The Company was incorporated
in  the  State  of  Nevada  on  June  1,  1999  and conducts its operations from
facilities  located  in  Corona,  California.

INTERIM  FINANCIAL  INFORMATION

The  accompanying  unaudited  interim financial statements have been prepared by
the Company in accordance with generally accepted accounting principles pursuant
to  Regulation  S-B  of  the  Securities  and  Exchange  Commission.  Certain
information  and  footnote  disclosures  normally  included in audited financial
statements  prepared in accordance with generally accepted accounting principles
have been condensed or omitted.  Accordingly, these interim financial statements
should  be  read  in  conjunction  with  the  Company's financial statements and
related  notes as contained in Form 10-KSB for the year ended December 31, 2001.
In  the  opinion  of  management,  the  interim financial statements reflect all
adjustments,  including  normal  recurring  adjustments,  necessary  for  fair
presentation  of  the  interim periods presented.  The results of operations for
the  nine  months  ended  September  30,  2002 are not necessarily indicative of
results  of  operations  to  be  expected  for  the  full  year.

                                        6
<PAGE>

NOTE  2  -     NOTES  PAYABLE

NOTE  PAYABLE

The Company is obligated pursuant to a promissory note in the amount of $45,000.
The  note  bears  interest at prime plus 2% and is due on October 12, 2002.  The
Company  also  issued  180,000 shares of stock, valued at $14,400, in connection
with  obtaining  this  loan.  This  amount has been charged to interest expense.

The  Company entered into loan agreements with several individuals with whom the
Company  had  either  employed  or  contracted  for  services.  The  notes total
$438,725 and bear interest at prime plus 2%.  The notes have no stated due date.
Interest  of  $21,394  was  accrued  and  charged to interest expense during the
period.  The  notes  are  a  conversion of accounts payable and accrued expenses
owed  to  the  employee/contractors  as  of  December  31,  2001,  and as such a
corresponding  adjustment  was  made  to  accounts payable and accrued expenses.

NOTE  3  -     CAPITAL  STOCK

The  Company  has  entered  into various agreements with third parties to market
shares  of  its  common stock and to obtain financing.  In connection with these
agreements,  the  Company has issued a total of 7,894,283 shares in the names of
itself  and  the  investment  bankers.  The  shares  are  either  to  be held as
collateral  or  sold  to investors.  As of September 30, 2002, these shares have
either  been  cancelled  or  sold  to  investors.

On  February  1,  2002,  the  Company  registered 3,500,000 shares in a Form S-8
registration  statement.  The  stock  will  be  used  to provide compensation to
consultants,  contractors, and directors of the Company for services rendered or
to  be rendered for the benefit of the Company.  The common stock is not subject
to  any restriction on transferability.  As of September 30, 2002, all 3,500,000
of  these  shares  have  been  distributed.

On  June  3,  2002,  the  Company  registered  7,750,000  shares  in  a Form S-8
registration  statement.  The  stock  will  be  used  to provide compensation to
employees,  consultants,  contractors, and directors of the Company for services
rendered  or  to  be  rendered  for  the  benefit of the Company.  Employees are
compensated  with  stock  through  an Employee Stock Incentive Plan incorporated
into  the  Form  S-8 registration statement.  The common stock is not subject to
any  restrictions  on  transferability.  As  of September 30, 2002, 7,500,000 of
these  shares  had  been  distributed.

On  August  12,  2002,  the  Company  registered 80,000,000 shares in a Form S-8
registration  statement.  The  stock  will  be  used  to provide compensation to
employees,  consultants,  contractors, and directors of the Company for services
rendered  or  to  be  rendered  for  the  benefit of the Company.  Employees are
compensated  with  stock  through  an Employee Stock Incentive Plan incorporated
into  the  Form  S-8 registration statement.  The common stock is not subject to
any  restrictions  on  transferability.  As of September 30, 2002, 17,250,000 of
these  shares  had  been  distributed.

                                        7
<PAGE>

NOTE  4  -          NON-CASH  FINANCIAL  ACTIVITIES

During  the  nine months ended September 30, 2002, the Company had the following
non-cash  activities:

The  Company  issued  16,086,935  shares  of  common  stock, valued at $264,974,
for  services.

The  Company  converted  Accounts Payables and Accrued Expenses in the amount of
$438,725  to  notes  bearing interest at prime plus 2%.  Interest of $21,395 was
accrued  to  interest  expense  and  added  to  the  Notes  Payable  balance.

NOTE  5  -     GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company  as a going concern.  However, the Company has experienced net operating
losses  of  $4,029,674  since  inception  and  has  a working capital deficit of
$1,500,215.  These  factors  raise substantial doubt about the Company's ability
to  continue  as  a  going  concern.

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

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

The  following  discussion  of our financial condition and results of operations
should  be  read  in  conjunction  with  our  Condensed  Consolidated  Financial
Statements  and  related  Notes  thereto  included elsewhere in this Report. The
discussion in this report contains forward-looking statements that involve risks
and  uncertainties. Our actual results may differ significantly from the results
discussed  in  the  forward-looking  statements.

OVERVIEW

EKNOWLEDGE  IS  A  LEADING  PROVIDER OF E-LEARNING PRODUCTS, SERVICES, AND JOINT
VENTURES  delivering  interactive  multimedia  training  and  education programs
over  the  Internet  or  on CD-ROM.  The  company  sits  on  the cutting edge of
technology  by  incorporating streaming  video  into  many  eKnowledge  designed
programs.

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

                                        8
<PAGE>

THE  EKNOWLEDGE  SERVICES  consist  of  taking  other  organizations'  training,
education,  marketing,  and other programs and custom building them for delivery
over  the  Internet  or on CD-ROM.  By determining the organization's objectives
and  how  the program will be accessed, eKnowledge custom designs the program to
include  the  features  that will achieve the program objectives while providing
the  users  with  the  best  available  method  of  delivery.

eKnowledge  offers  services  to corporations in the areas of employee training,
product  training,  computer  applications  training,  customer  service,  and
marketing  and  sales.  In  addition,  eKnowledge  has  developed  programs  for
consultants,  publishers, universities, and professional and trade associations.

As  one  of  the  few  providers  of  custom  designed  programs  featuring
video-streaming,  eKnowledge  handles  all  aspects  of  development,  which the
client  requires,  from  video  production  through  hosting  of  the  final
product.  eKnowledge  delivers  effective  video  or  audio  based  solutions to
all  users, regardless  of their Internet connection speed.  eKnowledge programs
effectively  supplement  or  replace  existing live training, while offering the
organization  with  the  ability  to  track  user  participation  and
performance.  eKnowledge  has developed a Learning Management System that can be
modified  to  a  client's  needs.

THE  EKNOWLEDGE  JOINT  VENTURES  consist  of  eKnowledge's  participation of an
investment of time and material for an equity position in an e-learning venture.
Factors  to  be considered for Joint Ventures are:  Strong Distribution Channel;
Unique  Offering;  Market  Demand;  Favorable  Gross  Margins;  Barriers  to
Entry;  Quality  Management;  Well  Funded,  etc.

EKNOWLEDGE  PRODUCTS:

PUBLIC  SECTOR  TRAINING  ESSENTIALS (FORMERLY GOVERNMENT  ESSENTIALS  TRAINING)
Launched  in  September,  2001,  the  Public Sector Training Essentials provides
CD-Rom  and  online  training  programs  designed  specifically  for  local
government and other  public  sector  employees.  The  first  9  programs  being
developed  and  marketed  are  Employee  Harassment  Prevention,  Manager
Harassment  Prevention,  Employee  Workplace  Violence  Prevention,  Manager
Workplace  Violence Prevention, Acceptable  Use  of the Internet, Driver Safety,
Blood  borne  Pathogens,  Customer  Service  and  Computer  Skills.

The  company  has  seen  tremendous  growth  in  the  Public  Sector  Training
Essentials  offering.  During  the first four months, September - December 2001,
12  cities  purchased  the  program.  From  January,  2001  through  July  31,
2002,  more  than  300  Cities,  Counties, and  Agencies were enrolled.  Through
October,  2002 licenses for over 530 public sector entities have been purchased.

                                        9
<PAGE>

The  Public  Sector Training Essentials program is unique as the  public  sector
clients,  acting  as  a  coalition,  offer  considerable  input  into the course
content,  design,  and  features.  This  ensures  that  clients  are  receiving
programs  that deliver  their desired results.  It also results in a product for
which  there  is  a  strong  market  demand,  as  it  is  designed  in  part  by
members  of  the  target  market.

A  partial list of the existing  public  sector entities utilizing Public Sector
Training  Essentials:


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

CALIFORNIA  -  Alameda,  Anaheim,  Belmont,  Bellflower,  Brisbane,  Buena Park,
Burbank, Burlingame, Carlsbad, Carpinteria, Cathedral, Chino, Chino Hills, Chula
Vista,  Corona,  Coronado,  Covina,  Culver,  El Cajon, Foster, Fullerton, Galt,
Garden  Grove, Half Moon Bay, Hermosa, Imperial Beach, Kings County, La Mesa, La
Mirada, La Verne, Lakewood, Merced County, Milbrae, Monrovia, Montebello, Moreno
Valley,  Newport  Beach,  National  City, Norwalk, Oakland, Oceanside, Redlands,
Redwood  City, Riverside, Roseville, San Bernardino, San Dimas, San Mateo, Santa
Fe  Springs,  Santa  Rosa,  Sonoma County, SO San Francisco, Stockton, Temecula,
Temple  City,  Torrance,  Valecitos  Water  district,  Visalia, West Sacramento,
Whittier

COLORADO  -  Lakewood,  Englewood

GEORGIA  - Alpharetta, Dekalb County, Fayetteville, Fayette County, Gainesville,
Rome

IDAHO  -  Idaho  State  Department  of  HR, Association of Idaho Cities, Albion,
American  Falls  ,  Ammon,  Arco,  Arimo,  Athol,  Ashton  ,  Bancroft,  Basalt,
Blackfoot, Bliss, Boise, Bonners Ferry, Bovill, Buhl, Burley, Bellevue, Cascade,
Donnelly,  Island  park,  Dayton,  Dover, Rexburg, Idaho City, Star, St. Antony,
Wendell,  Kina,  Nampa,  Pocatello,  Casteloford,  Culdesac, Eagle, Bloomington,
Placerville,  Reubens,  Salmon,  Lewiston,  Carey,  Aberdeen,  Wallace, Wardner,
Weippe, Weiser, Weston, Wilder,  White Bird, Winchester, Dubois, Worley, Oakley,
Franklin,  Downey,  Menan,  Sandpoint,  Shelley,  Shoshone,  Smelterville,  Soda
Springs,  Spirit  lake, St. Charles, tensed, St. Maries, Stites, Sugar City, Sun
Valley,  Mud  Lake,  Teton, Tetonia, Troy, Twin Falls, Ucon, Victor, Post Falls,
Potlatch,  Preston,  Hayden,  Rathdrum,  Richfield,  Rigby,  Riggins,  Ririe,
Rockland,  Rupert,  Roberts,  Kamiah,  Kellogg, Kendrick, Ketchum, New Plymouth,
Newdale,  Nezperce, Notus, Oldtown, Orofino, Osburn, Paris, Parker, Parma, Paul,
Payette,  Peck, Pierce, Pinehurst, Plummer, Ponderay, Hauser, Kimberly, Kooskia,
Lapwai,  Lava Hot Springs, Leadore, Stanley, Lewisville, Mackay, Malad, Marsing,
McCammon,  Melba,  Middleton,  Meridian, Midvale, Minidoka, Montpelier,  Moscow,
Mountain  Home, Murtaught, Moyie Springs, Mullan, Caldwell, Challis, Clark Fork,
Chubbuck,  Clifton,  Fernan  Lake,  Coeur  d'Arlene, Mccal, Council, Cottonwood,
Craigmont,  Dalton Gardens, Deary, Declo, Dietrich, Driggs, East Hope, Eden, Elk
River,  Emmett,  Fairfield,  Ferdinand,  Filer,  Firth,  Fruitland, Garden City,
Crouch,  Genesee, Georgetown, Gooding, Grace, Grangeville, Grand View, Hagerman,
Hailey,  Hansen,  Harrison,  Hazelton,  Hayden, Hayden Lake, Heyburn, Hollister,
Homedale,  Hope,  Horseshoe Bend, Glenns Ferry, Idaho Falls, Inkom, Irwin, Iona,
Jerome,  Juliaetta.

                                       10
<PAGE>

KANSAS  -  Overland  Park,  Shawnee,  Lenexa, Olathe, Miami County, Leavenworth,
Unified  Government

KENTUCKY  -Covington

MISSOURI  -  Belton,  Blue  Springs, Bolivar, Clay County, Gladstone, Grandview,
Independence,  Jackson  County,  Liberty, Mid America Regional Council, Overland
Park,  Shawnee,  North  Kansas  City


NEVADA  -  Boulder  -  Caliente  - Carlin - Clark County - Elko - Ely - Fallon -
Fernley  -  Gardnerville - Gardnerville Ranchos  - Henderson - Incline Village -
Indian Hills - Las Vegas - Lovelock - Mesquite - Nevada League of Cities - North
Las  Vegas  -  Perhump  -  Reno  - Sparks - Spring Creek - Wells - W. Wendover -
Winnemucca  -  Yerington

OHIO  -Dublin

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

TEXAS  -  Bastrop, Dallas, Denton County, Grapevine, Highland , Lewisville, Lake
Worth,  Pfluguerville,  University  Health  Sys.,  City  of  Denton

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

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

                                       11
<PAGE>

Transit,  Community  Transit,  Grays  Harbor  Transit, Intercity Transit, Island
Transit,  Jefferson  Transit,  Kitsap  Transit,  LINK,  Pacific  Transit,  Mason
Transit,  SKAT,  Whatcom  Transit, Grays Harbor Transit, Pierce Transit, C-TRAN,
WSTIP  Twin  Transit

Public  Sector  Training  Essentials programs are scheduled to expand to include
Fire  Departments,  Water  Districts,  Parks  &  Recreation Departments, Transit
Authorities,  and  Hospital Training.  Content is currently being arranged to be
produced  in  the eKnowledge studio for delivery upon the Internet and CD-ROM's.
Sales  and  Marketing  expansion  began  in the Third Quarter 2002 by additional
sales  personnel  and  efforts  dedicated  solely  to  Government  Essentials.
Unfortunately the additional salesperson hired in the Third Quarter 2002 did not
meet  the  goals  and a mutual decision was made where he resigned.  Efforts are
underway to increase the Public Sector Training Essential sales through existing
personnel  and  the  utilization  of  independent  representatives.

SAFE  SCHOOLS  SERIES
Launched  in  September,  2001,  eKnowledge  owns the intellectual property to a
series  of  products  entitled,  "The Safe School Series."  This series is being
developed  to  include  4  -  6 titles.  The Safe School Series teaches students
appropriate conduct, involves parents in the process to increase accountability,
and  shields  schools from legal liability by documenting student participation.

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

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


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

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

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

                                       12
<PAGE>

eKnowledge  Group,  Inc.  has  been  approached to license or sell the test prep
content  and  will entertain such offers as the test prep content is on par with
the  best  in  the  test  prep  industry,  but  not  the  focus  of the company.

EKNOWLEDGE  SERVICES:
In  Quarter  3, 2002 the company entered into an agreement with Mazda to produce
Mazda  Full  Circle  Service  Training  upon  CD-ROM's  for their North American
Operations,  for  700  dealerships  nationwide.  The product will be finished in
Quarter  4,  2002.  The  company  hopes  this  will  lead  to  other  e-training
opportunities  in  the  automotive  industry.

In  June,  2002,  the  company  entered  into  an  agreement  with  Cybertel
Communications  Corporation  (OTC  BB:  CYTP)  to produce marketing CD-ROM's for
$500,000 over a 12-month  period.  While still intending to do so, Cybertel  has
yet  to  have  sufficient  funds  to  fulfill  this  contract.

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

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

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

EKNOWLEDGE  JOINT  VENTURES:

PREVENTIONPOINT
Launched  October  17,  2001,  PreventionPoint  (www.preventionpoint.com)  is an
online  Human  Resources  community  that  provides training and services geared
toward  litigation  prevention  and  risk  limitation,  including:

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

Prevention  Point is a Joint Venture between eKnowledge and Fisher & Phillips, a
large  and  prestigious labor law firm established in 1943.  $500,000 dollars in

                                       13
<PAGE>

funding  and  $500,000  in  intellectual  property  has  been  committed  to
Prevention  Point.  Additionally,  Prevention  Point  will  be  marketed  to the
thousands  of  clients  of  Fisher  &  Phillips.

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

Prevention  Point  sales  projections  for  year one of Prevention Point (2002),
would  have made eKnowledge Group, Inc. cash-flow positive by the end of Quarter
2, 2002.  While Prevention Point missed these projections, the entity is gaining
in  sales  and  Prevention  Point management has stated to eKnowledge management
that  they believe Prevention Point will achieve their sales projections, albeit
behind  schedule.

In  early  Quarter  4,  2002,  Prevention  Point  management  restructured  the
operations  of  Prevention  Point  to better attain profitable revenues and meet
their  projections.


FOUNDATIONAL  E-LEARNING
The  company  entered  into  a  joint  venture  agreement with the We The People
organization  and  produced a website and a pay-per-view webcast for February 27
28, 2002.  Additionally, the Company secured the rights to fulfill and receive a
commission  upon  orders  of  the  webcast  for  future  delivery and sales upon
electronic  transcript,  CD-ROM,  DVD,  and  video.  Sales of the webcast may be
purchased  from  www.givemeliberty.org  or  WWW.BOSTONTEAPARTYII.COM


E-BOOK
The  company  entered  into  a  50/50  joint  venture  with  The  Free and Clear
Foundation  of  America, Inc. to build an e-commerce site that markets and sells
an  e-book  on  how  to  get  out  of debt.  The company has agreed to provide a
minimum  of  $25,000 in programming.  The final draft of the e-book has not been
delivered  to  the  company.

REGISTERED  MANAGER  TRAINING  (UNITED  KINGDOM)
This  program  equips  nursing home managers in the UK with the tools to prepare
and  document  compliance  with  new  government  regulations.  This product far
surpasses  anything  currently  available  in  the  UK.  It  was  developed with
consortium  of  3 of the UK's most reputable healthcare organizations:  Pavilion
Publishing, a leading UK publishing company which offers publications, training,
conference;  ARC,  a  healthcare associations, which offers education, training,
conference,  networking  and  other services to its members; and City and Guilds
Affinity, the UK's largest healthcare accrediting organization. The company owns
30%  of  this  joint  venture.  Currently  the  first  module has been developed
and  is  being  beta  tested  in  the  United  Kingdom.

REVENUES  are  derived  from  contracts for services and product sales.  FEES ON
CONTRACTS  FOR  SERVICES  are  determined  by  the  length  of the program being
developed, the complexity of the program features, the level of participation in
the  design and content development, and any continuing service or support to be

                                       14
<PAGE>

provided.  Revenues  on  contracts for services are generally recognized as they
are  earned.  REVENUES  FROM  PRODUCT  SALES  are  currently recognized in their
entirety  upon  the  sale  for  all products developed by the eKnowledge content
development  team.  Joint  venture  product sales where e-commerce is managed by
eKnowledge,  revenues  are  recognized  immediately.  For  joint venture product
sales  where  commerce  is managed by the other organization, eKnowledge revenue
will  be  recognized  upon  a  scheduled  accounting  of  sales.

eKnowledge  has  experienced  growth  in  its  client  base,  in  the  amount of
intellectual  property  owned by the company, and in the number of joint venture
products  expected  to  produce  significant  revenues.  Based  upon  Prevention
Point  projections,  profitability  was  projected  for August 2002.  Prevention
Point  projected  to  have  eKnowledge realize $400,000 in revenue by the end of
Quarter  3,  2002.   However,  Prevention  Point  has  taken  longer  than
anticipated  to  realize  significant  sales  and  hit  their  projections.  We
anticipate  strong  sales  in  the  future from assurances we have received from
Prevention  Point  management  to  eKnowledge  management.

To  grow  revenue  and  shareholder  value,  the  company  must  invest  in
infrastructure  growth,  intellectual  property  development,  and  continued
marketing,  among other things.  As a result, the company expects to continue to
incur  annual  operating  losses  through  all  of  2002.

RESULTS  OF  OPERATIONS

Nine months ended September 30, 2002 Compared to the nine months ended September
30,  2001.

eKnowledge  incurred  net losses of $500,971 in the nine months ending September
30,2002,  compared  to  net  losses  of  $1,325,195  in  the  nine months ending
September  30,  2001.  The  company  has  yet to achieve operating income or net
income.

Quarter  ended  September 30, 2002 Compared to Quarter ended September 30, 2001.
eKnowledge  incurred  net  losses  of $93,441in the Quarter ending September 30,
2002  compared  to  net  losses  of $506,620 in the Quarter ending September 30,
2001.

REVENUE

TOTAL  REVENUE  increased  from  $81,292  in the nine months ended September 30,
2001  to  $366,289  in  the  nine  months  ended  September  30,  2002.  The
increase  in  revenue  was attributable to Public Sector Training sales and paid
e-Learning  work.  Neither  the  Public  Sector  Training  programs  nor  this
e-learning  work  was  in  existence  for  the  company in the nine months ended
September  30,  2001.

TOTAL  REVENUE  increased  from  $19,129  in the Quarter ended September 2001 to
$145,118  in the Quarter ending September 30, 2002.  The increase in revenue was
attributable  to Public Sector Training sales and paid e-Learning work.  Neither
the  Public  Sector  Training programs nor this e-learning work was in existence
for  the  company  in  the  Quarter  ended  September  30,  2001.

                                       15
<PAGE>

COST  OF  SALES

TOTAL  COST  OF  SALES  decreased  from  $358,097  in  the  nine  months  ended
September 30, 2001 to $159,404 in the nine months ended September 30, 2002.  The
decrease is due primarily to the decrease in personnel and improved efficiencies
increases  gained  by  management  from  the  previous  year.

TOTAL  COST  OF SALES decreased from $219,191 in the Quarter ended September 30,
2001  to  $29,993  in the Quarter ended September 30, 2002.  The decrease is due
primarily  to  the  decrease  in  personnel  and improved efficiencies increases
gained  by  management  from  the  previous  year.

SALES  AND  MARKETING

SALES  AND MARKETING EXPENSES consist of sales and marketing personnel costs, as
well  as  travel,  trade shows, public relations, and other marketing literature
and  overhead.  Sales  and  marketing  expenses  were $29,034 in the nine months
ended September 30, 2001 and $2,949 in the nine months ended September 30, 2002.
The decrease  is attributable to a decrease in sales personnel, sales travel and
the attendance  at  fewer trade shows. The company has determined that marketing
eKnowledge  products  and services is better served through the current in-house
marketing  strategy  rather  than  attendance  at  expensive  trade  shows.

Sales  and marketing expenses are expected to increase  in  absolute  dollars in
the  future  as  we continue to increase our sales and marketing efforts in both
products  and  services.

GENERAL  AND  ADMINISTRATIVE

GENERAL  AND  ADMINISTRATIVE  EXPENSES  consist  primarily of salaries and other
personnel-related  expenses  for  our  administrative,  executive  and  other
personnel.  General  and  administrative  expenses  decreased  from  $1,019,426
for  the  nine  months  ended  September 30, 2001 to $683,617 in the nine months
ended  September  30,  2002.  The  decrease  is  due  to  the  decreased  number
of  employees  and  budget  trimming  brought about due to the Pester $5 million
dollar commitment not being  realized.  General  and administrative expenses are
expected  to  increase  in  absolute  dollars  in  the  future.

FUNDING  ANALYSIS

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

Additionally,  in  April  2001, the company  secured  an  additional  commitment
of  a  timed  investment  of  $1,000,000  through  TMG  of  Switzerland.  This
commitment  has  not  been  fulfilled  and  very  likely  will  not  be
fulfilled.

                                       16
<PAGE>

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

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

In  May,  2002  we  received  a  non-binding  letter  of intent to a merger with
International  SynerG  Communications USA Corporation, a wholly owned subsidiary
of  SynerG  Communications,  Ltd.  In  the  letter SynerG offered to pay a total
consideration  composed  of a stock exchange for eKnowledge based on a valuation
of $0.25 per share.  EKnowledge management has been in ongoing due diligence and
negotiations  with  SynerG.  On  July  11,  a  majority of shareholders voted to
increase the authorized shares of eKnowledge to 550,000,000 and to allow for the
creation of preferred shares to facilitate the SynerG merger or, in the event of
no  completed  merger,  to  facilitate  the  necessary  operational  funding for
eKnowledge.  The  eKnowledge  Board  of  Directors  has  presented SynerG with a
budget  and  capital  requirements  necessary  to  go  forward  with  a  merger,
agreements  for  management and staff for a smooth transition, and breakup fees.

SynerG  has  voiced  interest to complete the merger.  However, the company  has
learned  that  SynerG  has  not  raised  sufficient funds to fulfill the merger.

The eKnowledge Board of Directors has thus decided to entertain other merger and
acquisition  offers.

To further facilitate the growth of the company, on June 3, 2002, and August 12,
2002, the company established and registered Employee and Non-Employee Directors
and  Consultants  Retainer  Stock  Plans.

SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange Act of 1934, this
Form  10-Q  Report  for  the  Quarter  ended September 30, 2002, has been signed
below  by
the  following person on behalf of the Registrant and in the capacity and on the
date  indicated.

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

/s/Wayne  Saunders
   Wayne  Saunders

                                       17
<PAGE>

--------------------------------------------------------------------------------

                                      EXHIBIT A

--------------------------------------------------------------------------------

                                       18
<PAGE>

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection with the Quarterly Report of eKnowledge Group, Inc. (the Company)
on  Form  10-QSB  for  the  period  ending  September 30, 2002 as filed with the
Securities  and  Exchange  Commission  on  the date hereof (the Report), I, Gary
Saunders  Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to the
best  of  my  knowledge  and  belief:

(1)     The  Report  fully  complies  with  the requirements of section 13(a) or
        15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)     The information contained in the Report fairly presents, in all material
        respects,  the  financial  condition  and  result  of operations of the
        Company.

IN WITNESS  WHEREOF,  the undersigned has executed this  certification as of the

DATED: November 19, 2001


/s/Gary  Saunders
Gary  Saunders
Chief  Executive  Officer

                                       19
<PAGE>

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection with the Quarterly Report of eKnowledge Group, Inc. (the Company)
on  Form  10-QSB  for  the  period  ending  September 30, 2002 as filed with the
Securities  and  Exchange  Commission  on  the date hereof (the Report), I, Gary
Saunders  Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to the
best  of  my  knowledge  and  belief:

(1)     The  Report  fully  complies  with  the requirements of section 13(a) or
        15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)     The information contained in the Report fairly presents, in all material
        respects,  the  financial  condition  and  result  of operations of the
        Company.

IN WITNESS  WHEREOF,  the undersigned has executed this  certification as of the

DATED: November 19, 2001


/s/Gary  Saunders
Gary  Saunders
Chief  Executive  Officer

                                       20
<PAGE>