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UNITED STATES



SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

FORM 10-QSB


(Mark One)


|      |                                                                                                                                   
|----- | ----------------------------------------------------------------------------------------------------------------------------------
|[ X ] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
    JUNE 30, 2003





Commission file number 000-28881



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EKNLOWLEDGE GROUP, INC.(Exact name of registrant as specified in its charter)


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|                                                                                            |          |                                           
|------------------------------------------------------------------------------------------- | -------- | ------------------------------------------
|                                                                                            |          |                                           
|Nevada                                                                                      |          | 76-0430898                                
|(State or other jurisdiction of
      incorporation or organization)                        |          | (I.R.S. Employer
      Identification No.)
|                                                                                            |          |                                           
|400 Ramona, Suite
    203, Corona, CA                                                       | 92882   
|(Address of principal executive offices)                                                    | Zip Code
|                                                                                            |          |                                           
|Registrant's telephone
      number, including area code:(909)
    372-2800                
|                                                                                            |          |                                           
|Not Applicable                                                                             
|(Former name, former address and former fiscal year,
        if changed since last report.)

Check whether the Issuer (1) 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. Yes
  [   ] No [X ]

Indicate the number of shares outstanding of each of the issuer's class of
  common stock, as of the last practicable date.

|                              
|------------------------------
|Class                         
|Common Stock, $0.001 par value



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INDEX





PAGE NUMBER PART
        I - FINANCIAL INFORMATION
      3Item 1.
      
      Financial
        Statements
      3Balance
        Sheet
      3Statements
        of Operations
      4Statements
        of Cash Flows
      5Notes to Consolidated Financial Statements
      6Item 2.
      
      Management's
        Discussion and Analysis of Financial Condition and Results of Operations
      10PART
        II - OTHER INFORMATION
      12SIGNATURE PAGE
      13SARBANNES-OXLEY CERTIFICATIONS
      14   2


PART I - FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS


EKnowledge Group,
        Inc. and SubsidiaryCONSOLIDATED
        BALANCE SHEET  (unaudited)June
              30,2003ASSETSCurrent
              assets:Cash
          
          
          
          
          
          
          $              
              43Accounts
              receivable
          
          
          
          
          
          -Due
              from related party
          
          
          
          
          10,519Supplies
              inventory
          
          
          
          
          
          -Total
              current assets
          
          
          
          
          
          10,562Property
              and equipment, less accumulateddepreciation of $37,227
          
          
          
          
          -Intangible
              assets, less accumulatedamortization of $88,262
          
          
          
          
          -Total
              assets
          
          
          
          
          
          $        
              10,562LIABILITIES
              AND STOCKHOLDERS' DEFICITCurrent
              liabilities:Accounts
              payable and accrued expenses
          
          
          $      
              235,158Accounts
              payable to related parties
          
          
          
          102,723Accrued
              compensation
          
          
          
          
          729,687Accrued
              payroll taxes, penalties and interest
          
          
          220,335Accrued
              interest
          
          
          
          
          
          45,515Notes
              payable
          
          
          
          
          
          471,903Advances
              from shareholders
          
          
          
          
          519,023Deposits
              payable
          
          
          
          
          
          1,200Total
              current liabilities
          
          
          
          
          2,325,544Other
              liabilities
          
          
          
          
          
          2,701Total
              liabilities
          
          
          
          
          
          2,328,245Stockholders'
              deficit:Preferred
              stock
          
          
          
          
          
          -Common
              stock
          
          
          
          
          
          2,064Additional
              paid-in capital
          
          
          
          
          3,505,492Common
              stock subscribed, 861,611 shares,net of costs
          
          
          
          
          
          42,176Accumulated
              deficit
          
          
          
          
          
          (5,867,415)Total
              stockholders' deficit
          
          
          
          
          (2,317,683)Total
              liabilities and stockholders' deficit
          
          
          
          $        
              10,562  The
        accompany notes are an integral part of these consolidated financial statements. 3


EKnowledge
  Group, Inc. and Subsidiary
CONSOLIDATED
  INCOME STATEMENTS

|                                               |                            |           |                            |                       |                            |                       |                            |                       |         |                      
|---------------------------------------------- | -------------------------- | --------- | -------------------------- | --------------------- | -------------------------- | --------------------- | -------------------------- | --------------------- | ------- | ---------------------
|                                               |                            |           |                            |                       |                            |                       |                            |                       |         |                      
|                                               |                            |           |                            | (unaudited)           |                            | (unaudited)           |                            | (unaudited)           |         | (unaudited)          
|                                               |                            |           |                            | SIX MONTHS ENDED      |                            | THREE MONTHS ENDED   
|                                               |                            |           |                            | June
        30, 2003 |                            | June
        30, 2002 |                            | June
        30, 2003 |         | June
        30, 2002
|                                               |                            |           |                            |                       |                            |                       |                            |                       |         |                      
|Revenue                                        |                            |           |                            | 79,377                |                            | 221,171               |                            | -                     |         | 101,840              
|                                               |                            |           |                            |                       |                            |                       |                            |                       |         |                      
|Operating
        expenses                     |                            |           | 483,344                    |                       | 607,410                    |                       | 181,554                    |                       | 362,962
|                                               |                            |           |                            |                       |                            |                       |                            |                       |         |                      
|Loss
        before other income and expense   |                            |           |                            |                       |                            |                       |                           
|and provision for income taxes                 |                            | (403,967) |                            | (386,239)             |                            | (181,554)             |                            | (261,122)            
|                                               |                            |           |                            |                       |                            |                       |                            |                       |         |                      
|Interest
        expense and penalty           |                            | (45,270)  |                            | (14,263)              |                            | (17,755)              |                            | (14,263)             
|Interest
        income                        |                            |           | -                          |                       | 95                         |                       | -                          |                       | 51     
|Other
        income                           |                            |           | -                          |                       | 8                          |                       | -                          |                       | -      
|                                               |                            |           |                            |                       |                            |                       |                            |                       |         |                      
|Loss
        before provision for income taxes | (449,237)                  |           | (400,399)                  |                       | (199,309)                  |                       | (275,334)                 
|                                               |                            |           |                            |                       |                            |                       |                            |                       |         |                      
|Provision
        for income taxes             |                            | -         |                            | -                     |                            | -                     |                            | -                    
|                                               |                            |           |                            |                       |                            |                       |                            |                       |         |                      
|Net
        loss                               |                            |           |                            | (449,237)             |                            | (400,399)             |                            | (199,309)             |         | (275,334)            
|                                               |                            |           |                            |                       |                            |                       |                            |                       |         |                      
|Loss
        per share, basic and diluted      | $          
        (0.27) |           | $          
        (1.16) |                       | $          
        (0.10) |                       | $          
        (0.77)
|                                               |                            |           |                            |                       |                            |                       |                            |                       |         |                      
|Weighted
        average shares outstanding    | 1,694,952                  |           | 345,014                    |                       | 2,063,860                  |                       | 359,765                   
|                                               |                            |           |                            |                       |                            |                       |                            |                       |         |                      



The
  accompany notes are an integral part of these consolidated financial statements.

4

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EKnowledge
  Group, Inc. and Subsidiary
CONSOLIDATED
  STATEMENTS OF CASH FLOWS



|                                                  |  |  |        |          |                            |                            | (unaudited)                |                            | (unaudited)             
|------------------------------------------------- |  |  | ------ | -------- | -------------------------- | -------------------------- | -------------------------- | -------------------------- | ------------------------
|                                                  |  |  |        |          |                            |                            | June
        30,           |                            | June
        30,        
|                                                  |  |  |        |          |                            |                            | 2003                       |                            | 2002                    
|                                                  |  |  |        |          |                            |                           
|Cash
        flows from operating activities:     |  |  |        |          |                            |                           
|Net
        loss                                  |  |  |        |          |                            |                            | $     
        (449,237)   |                            | $     
        (400,399)
|Adjustments
        to reconcile net loss to      |  |  |        |          |                            |                           
|net cash used in operating activities:            |  |  |        |          |                            |                           
|Depreciation and amortization                     |  |  |        | 13,035   |                            | 25,968                    
|Shares issued for services                        |  |  |        |          | 101,242                    |                            | 118,045                   
|Finance costs                                     |  |  |        |          |                            | -                          |                            | 61,853                    
|Expenses paid through note payable                |  |  |        | 14,500   |                            | -                         
|Expenses paid by stockholder                      |  |  |        | 1,860    |                            | -                         
|Accounts
        receivable                       |  |  |        |          |                            | 1,513                      |                            | 1,950                     
|Supplies
        inventory                        |  |  |        |          |                            | 3,882                      |                            | -                         
|Due
        from related parties                  |  |  |        |          | (10,519)                   |                            | -                         
|Prepaid
        expenses                          |  |  |        |          |                            | -                          |                            | 2,962                     
|Accounts
        payable and accrued expenses     |  |  |        | 122,400  |                            | (87,689)                  
|Accrued
        compensation                      |  |  |        |          | 151,999                    |                            | 116,684                   
|Accrued
        interest                          |  |  |        |          |                            | 16,375                     |                            | -                         
|                                                  |  |  |        |          |                            |                            |                            |                            |                         
|Net
        cash used in operating activities     |  |  |        | (32,950) |                            | (160,626)                 
|                                                  |  |  |        |          |                            |                            |                            |                            |                         
|Cash
        flows from investing activities:     |  |  |        |          |                            |                           
|Property
        and equipment                    |  |  |        |          | (643)                      |                            | (3,339)                   
|                                                  |  |  |        |          |                            |                            |                            |                            |                         
|Net
        cash used by investing activities     |  |  |        | (643)    |                            | (3,339)                   
|                                                  |  |  |        |          |                            |                            |                            |                            |                         
|Cash
        flows from financing activities:     |  |  |        |          |                            |                           
|Net
        proceeds from common stock subscribed |  |  | 45,876 |          | 159,195                   
|Distribution                                      |  |  |        |          |                            | (24,999)                   |                            |                           
|                                                  |  |  |        |          |                            |                            |                            |                            |                         
|Net
        cash provided by financing activities |  |  |        | 20,877   |                            | 159,195                   
|                                                  |  |  |        |          |                            |                            |                            |                            |                         
|Net
        increase (decrease) in cash           |  |  |        |          | (12,716)                   |                            | (4,770)                   
|Cash,
        beginning of period                 |  |  |        |          | 12,759                     |                            | 22,744                    
|                                                  |  |  |        |          |                            |                            |                            |                           
|Cash,
        end of period                       |  |  |        |          |                            | $              
        43 |                            | $        
        17,974  
|                                                  |  |  |        |          |                            |                            |                            |                            |                         
|                                                  |  |  |        |          |                            |                            |                            |                            |                         
|Cash
        paid for interest                    |  |  |        |          |                            | $
                       - |                            | $               
        -
|                                                  |  |  |        |          |                            |                            |                           
|Cash
        paid for income taxes                |  |  |        |          | $               
        - |                            | $               
        -
|                                                  |  |  |        |          |                            |                            |                           







The
  accompany notes are an integral part of these consolidated financial statements.

5

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EKNOWLEDGE GROUP, INC. AND
  SUBSIDIARY 
  NOTES TO CONSOLIDATED STATEMENTS  
  JUNE 30, 2003 AND 2002 
  (UNAUDITED)



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.

On April 1, 2003 an Asset and Liability Transfer Agreement was entered
  into pursuant to which certain assets and related liabilities were transferred
  to an entity (the "Transferee") owned by two stockholders of the Company. The
  assets transferred consist of those used by the Company in connection with the
  operation of certain projects, including cash, tangible personal property, furnishings,
  fixtures, equipment, etc. contracts, agreements, and intangible assets such
  as trade names, domain names, trademarks, patents licenses and copyrights, etc.
  The transferee agreed to assume the liability of completing the projects transferred.

This transfer was agreed to by the Board of Directors since the assets transferred
  were considered to be non-core to the post-merger company described in Note
  4. As a result of this transfer, the Company has no operating assets after the
  transfer, with the exception of one project which did not generate any revenue
  during the second quarter of 2003.

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, 2002. 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 six months ended June 30, 2003 are not
necessarily indicative of results of operations to be expected for the full
year.

NOTE 2 - CAPITAL STOCK

On January 31, 2003, the stockholders of the Company approved a reverse stock
  split of the Company's Common Stock at a ratio of 1 for 100. The effective date
  of the reverse stock split was February 20, 2003. The reverse stock split affected
  all shares of common stock, the exercise price of, and the underlying number
  of shares for stock options and common stock warrants of the Company outstanding
  immediately prior to the effective date of the reverse stock split. All references
  in the accompanying consolidated financial statements to the number of common
  shares and per-share amounts have been restated to reflect the reverse stock
  split.

During the quarter
ended March 31, 2003 the company issued 1,417,320 shares of common stock.  An
aggregate of 876,501 shares, valued at $101,242, were issued for consulting
services. Also, 540,819 shares, valued at $108,164, were issued to reduce
compensation payable. Additionally, stock subscriptions covering an aggregate of
926,380 shares for $56,277 were signed at March 31, 2003. Of this amount,
$23,109, covering 513,047 shares, was collected as of March 31. An additional
$22,268, covering 246,000 shares, was collected in April.





6

---



EKNOWLEDGE
  GROUP, INC. AND SUBSIDIARY 
  NOTES TO CONSOLIDATED STATEMENTS  
  JUNE 30, 2003 AND 2002 
  (UNAUDITED)



NOTE 2 - CAPITAL STOCK
(continued)

During the second quarter of 2003, subscription
agreements covering an aggregate of 102,564 shares for $10,580 were signed and
the funds collected.

The Company incurred fees of $13,780 in
connection with the stock subscriptions, of which $10,080 was paid at June 30,
2003.

In January, 2003 the Company registered 2,500,000 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 June 30, 2003, 1,096,000 of these shares had
  been distributed.

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, at March 31, 2003 the company had issued a total of 218,113
  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 June 
  30, 2003, none of these shares are reflected as issued and outstanding in the
  financial  statements.

On February 1, 2002, the Company registered 35,000 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 June 30, 2002, 25,007 of these shares had been
  distributed for services valued at $118,045.

During the six months ended June 30, 2002 the Company sold 34,098 shares for
  $159,195.  Because the shares sold are restricted from trading for a period
  of time, the shares were sold at a discount.  The discount is recorded
  as finance costs in the amount of $61,853.

NOTE 3 - NON-CASH FINANCIAL ACTIVITIES

During the quarter ended March 31, 2003, the company issued 540,819 shares,
  valued at $108,164, to reduce compensation payable.

On April 1, 2003, the Company transferred certain of its assets and
liabilities pursuant to an Assets and Liability Transfer Agreement, as
previously described in Note 1. The board of directors found the company did not
have the financial ability to perform on outstanding projects and the company
found itself in default or about to enter default on all of it's open projects.
The board found the transfer necessary to avoid defaulting and incurring
additional financial liability. The book value of the assets transferred was
$76,427. This amount has been charged to retained earnings.



7

---

EKNOWLEDGE
    GROUP, INC. AND SUBSIDIARY 
    NOTES TO CONSOLIDATED STATEMENTS  
    JUNE 30, 2003 AND 2002 
    (UNAUDITED)  NOTE
    4 - COMMITMENTS AND CONTINGENCIES Proposed
    Merger In October 2002, the Company entered into a
  proposed merger term sheet with a private corporation. The merger was to be a
  stock for stock transaction and was expected to take place in the second
  quarter of 2003. In April 2003, the company entered into a revised merger term
  sheet that arranged for pre-closing financing and the spin-off of assets and
  related liabilities and personnel considered non-core to the post-merger
  company. An Asset and Liability Transfer Agreement was entered into between
  the Company and an entity owned by two stockholders of the Company. As of
  December 31, 2002, the Company had received $25,000 in related financing.
  During the second quarter of 2003 the Company received an additional $14,500,
  for a total of $38,500 at June 30, 2003. This balance is included in notes
  payable in the accompanying consolidated financial statements at June 30,
  2003. As
    of July 30, 2003 the merger discussed above had been terminated pursuant to
    a Notice of Termination of Merger received from the private corporation. Management
    Agreement In April 2003, the Company entered into a
  management services agreement for administrative, management support,
  commercial development, marketing research and technical services at a monthly
  retainer fee of $10,000 to $15,000 per month plus other compensation based on
  the specific services provided. This agreement was with an entity related to
  the merger party described above. The term of the agreement is 18 months plus
  a one year renewal. The Company has recorded an expense of $30,000 related to
  the agreement during the second quarter of 2003. This agreement has also been
  terminated as of July 30, 2003 pursuant to the Notice of Termination described
  above. Consulting
    Agreement In February 2003, the Company entered into an agreement for public relations
    services in exchange for a convertible note, with a face value of $125,000
    convertible into common shares of the Company and 125,000 warrants to purchase
    common stock with a 5 year life from execution of this agreement at an exercise
    price of $0.004 per share. The consulting agreement has a six month term.
    This agreement was with an entity related to the merger party described above.
    The services agreed to have not as yet commenced, and the note has not been
    issued, and the transaction has not been reflected in the financial statements. NOTE
    5 - GOING CONCERN The accompanying
  consolidated financial statements have been prepared assuming that the Company
  will continue as a going concern. This basis of accounting contemplates the
  recovery of the Company's assets and the satisfaction of its liabilities in
  the normal course of business. Since inception, the Company has incurred
  operating losses of $5,790,988 through June 30, 2003. It has also transferred
  substantially all of its operating assets as of June 30, 2003. The Company's
  proposed merger has also been terminated. Successful completion of the
  Company's transition to attaining profitable operations is dependent upon
  obtaining financing adequate to fulfill its development and marketing
  activities and achieving a level of revenues adequate to support the Company's
  cost structure. Management is continuing to pursue financing and investing
  opportunities and intends to pursue merger opportunities with operating
  companies.  8   EKNOWLEDGE
    GROUP, INC. AND SUBSIDIARY 
    NOTES TO CONSOLIDATED STATEMENTS  
    JUNE 30, 2003 AND 2002 
    (UNAUDITED)  NOTE 6 - LOAN PAYABLE During
    May and June, 2003 the Company received additional advances aggregating $14,500
    pursuant to the $250,000 secured note included in notes payable. Total advances
    under this note are $39,500 as of June 30, 2003. The
    Company is in technical default on the note. On June 16, 2003 the note holder
    served a notice of default on the Company. The default notice and subsequent
    calculations provided by the note holder indicate that the amount due under
    the note is approximately $82,000 at September 23, 2003, including default
    penalties and interest. At June 30, 2003, the Company has reflected an aggregate
    of $73,300 of principal, penalties and interest in the financial statements.
    The default penalties and interest have been recorded in accounts payable
    and accrued interest. NOTE 7 -  RELATED PARTIES At June 30, 2003 the
  Company has recorded a liability to an entity owned by two stockholders (see
  Note 1) in the amount of $42,348, related to expenses paid and services
  provided. At June 30, 2003 the
  Company has recorded a liability to a party related to the proposed merger
  partner described in Note 4 in the amount of $30,000 for management fees. At June 30, 2003 the
  Company has included $30,375 in related party accounts payable related fees
  and penalties in connection with the loan payable described in Note 6. At June 30, 2003 the
  Company had transferred $10,519 to the entity related to the merger partner
  relating to funds received by the Company in connection with stock
  subscriptions.  9   MANAGEMENT'S
    DISCUSSION AND ANALYSIS OF RESULTS 
    OF OPERATIONS AND FINANCIAL CONDITION  GENERAL The
    statements contained in this Quarterly Report on Form 10-QSB that are not
    historical facts may contain forward-looking statements that involve a number
    of known and unknown risks and uncertainties that could cause actual results
    to differ materially from those discussed or anticipated by management. 
    Potential risks and uncertainties include, among other factors, general business
    conditions, government regulations governing medical device approvals and
    manufacturing practices, competitive market conditions, success of the Company's
    business strategy, delay of orders, changes in the mix of products sold, availability
    of suppliers, concentration of sales in markets and to certain customers,
    changes in manufacturing efficiencies, development and introduction of new
    products, fluctuations in margins, timing of significant orders, and other
    risks and uncertainties currently unknown to management.  CRITICAL ACCOUNTING POLICIES The Company's financial statements and related
  public financial information are based on the application of accounting
  principles generally accepted in the United States of America ("GAAP"). GAAP requires the use of estimates;
    assumptions, judgments and subjective interpretations of accounting principles
    that have an impact on the assets, liabilities, revenue and expense amounts
    reported. These estimates can also affect supplemental information contained
    in the external disclosures of the Company including information regarding
    contingencies, risk and financial condition. We believe our use of estimates
    and underlying accounting assumptions adhere to GAAP and are consistently
    and conservatively applied. Valuations based on estimates are reviewed by
    us for reasonableness and conservatism on a consistent basis throughout the
    Company. Primary areas where financial information of the Company is subject
    to the use of estimates, assumptions and the application of judgment include
    acquisitions, valuation of long-lived and intangible assets, and the realizability
    of deferred tax assets.  We base our estimates on historical experience
    and on various other assumptions that we believe to be reasonable under the
    circumstances. Actual results may differ materially from these estimates under
    different assumptions or conditions. Valuation Of Long-Lived And
  Intangible Assets The
    recoverability of long lived assets requires considerable judgment and is
    evaluated on an annual basis or more frequently if events or circumstances
    indicate that the assets may be impaired. As it relates to definite life intangible
    assets, we apply the impairment rules as required by SFAS No. 121, "Accounting
    for the Impairment of Long-Lived Assets and Assets to Be Disposed Of"
    as amended by SFAS No. 144, which also requires significant judgment and assumptions
    related to the expected future cash flows attributable to the intangible asset.
    The impact of modifying any of these assumptions can have a significant impact
    on the estimate of fair value and, thus, the recoverability of the asset. Income
    Taxes We recognize deferred tax assets and liabilities
  based on the differences between the financial statement carrying amounts and
  the tax bases of assets and liabilities. We regularly review our deferred tax
  assets for recoverability and establish a valuation allowance based upon
  historical losses, projected future taxable income and the expected timing of
  the reversals of existing temporary differences.  As of June 30, 2003, we
  estimated the allowance on net deferred tax assets to be one hundred percent
  of the net deferred tax assets. RESULTS OF OPERATIONS Quarter
    ended June 30, 2003 compared to quarter ended June 30, 2002. Revenues
    for the three months ended June 30, 2003 were $0, compared to $101,840 for
    the three months ended June 30, 2002. 
    The decrease in revenues resulted from the spin out of the Company's operating
    business in April 2003 in preparation of merging the Company with a private
    company.  The Company's sole surviving operating business, Prevention
  Point, did not generate
    any revenues during with 2003 or 2002.  10  Operating
    expenses for the three months ended June 30, 2003 and 2002 were $151,554 and
    $362,962, respectively.  The decrease in operating expenses is attributed
    to the transfer of the Company's sole revenue generating operations in April
    2003. As
    a result of the aforementioned factors, the Company incurred a loss of $163,
    009 for the three months ended June 30, 2003, compared to a loss of $275,334
    for the same three months of the prior year. Six
    months ended June 30, 2003 compared to six months ended June 30, 2002. Revenues
    for the six-month period ended June 30, 2003 were $79,377, compared to $221,171
    for the six-month period ended June 30, 2002.  The decrease in revenues
    resulted from the spin out of the Company's operating business in April 2003
    in preparation of merging the Company with a private company.  The Company's
    sole surviving operating business, Prevention Point, did not generate any revenues during with
    2003 or 2002. Operating
    expenses for the six-month period ended June 30, 2003 and 2002 were $453,334
    and $607,410, respectively, a decrease of $154,066, or 25%.  The decrease
    in operating expenses is attributed to the transfer of the Company's sole
    revenue generating operations in April 2003. As
    a result of the aforementioned factors, the Company incurred a loss of $412,937
    for the three months ended June 30, 2003, compared to a loss of $400,399 for
    the same three months of the prior year. Liquidity
    and Capital Resources The
    accompanying financial statements have been prepared in conformity with principles
    of accounting applicable to a going concern, which contemplates the realization
    of assets and the satisfaction of liabilities in the normal course of business. 
    The Company has incurred operating losses from inception and has generated
    an accumulated deficit of $5,831,115.  The Company requires additional
    capital to meet its operating requirements.  These factors raise substantial
    doubt regarding the Company's ability to continue as a going concern. 
    Management plans to increase cash flows through the sale of securities (see
    following paragraph below) and, eventually, through the development of profitable
    operations.  There are no assurances that such plans will be successful. 
    No adjustments have been made to the accompanying financial statements as
    a result of this uncertainty. As of June 30, 2003, the
  Company had total cash and current assets of $10,519 and current liabilities
  of $2,289,244.  The Company's primary available source for generating cash for
  operations is through the issuance of common stock and notes payable. 
  Management plans to renegotiate and restructure the majority of the current
  obligations  into either long-term instruments and/or reduced amounts which
  can be repaid either through the issuance of new debt or  through capital
  raised through the issuance of common stock.  There is no assurance that the
  Company will be able to raise any additional funds through the issuance of new
  debt or stock sales, or that any funds made available will be adequate for the
  Company to meet its current obligations and continue as a going concern. 
  Further, if the Company is not able to generate positive cash flow from
  operations,  is unable to secure adequate funding under acceptable terms, or
  is unable to restructure or renegotiate its current liabilities, there is
  substantial doubt that the company can continue as a going concern.  11   PART
    II.  Other
    Information Item
    1.Legal Proceedings


The
    Company is not presently a party to any legal actions.

Item
    2.Changes in SecuritiesNone. Item 3.         Defaults Upon Senior Securities None. Item
    4.Submission of Matters to Vote of Security Holders None. Item
    5.Other Information None.  Item
    6.Exhibits and Reports on Form 8-K  99.1       Chief Executive Officer Certification
    as Adopted Pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002. Form 8-K filed July 3, 2003 in which the Company
    announced that on June 30, 2003, Mr. Gary Saunders resigned his position as
    Chairman of the Board and CEO and all other positions within the Company.
    The Board of Directors unanimously approved the appointment of Mr. Scott
    Hildebrandt as Chairman of the Board, President, Chief Executive Officer,
    Chief Financial Officer and Treasurer of the Company.
  Form 8-K filed
    May 2, 2003 in which the Company announced that Mendoza Berger Company, L.L.P.
    Certified Public Accountants was engaged as our principal accountants to audit
    our financial statements.
  Form 8-K filed
    April 30, 2003 in which the Company announced that on January 31, 2003, the
    Board of Directors of eKnowledge Group, Inc., approved a Revised Merger Term
    Sheet with American Affinity Partners, Inc.


12

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SIGNATURE PAGE



In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.





|Date: September 23, 2003 |  | /s/ Scott Hildebrandt  
|------------------------ |  | -----------------------
|                         |  | SCOTT HILDEBRANDT      
|                         |  | Chief Executive Officer
|                         |  |                        







13

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EKNLOWLEDGE
  GROUP, INC. EKNLOWLEDGE GROUP, INC.a
  Nevada corporation
CERTIFICATION
  OF CHIEF EXECUTIVE OFFICER
 AND
  SENIOR FINANCIAL OFFICER



I, Scott Hildebrandt, certify that:

> 1.        I have
>   reviewed this quarterly report on Form 10-QSB of eKnowledge Group, Inc.;
> 2.        Based
>   on my knowledge, this quarterly report does not contain any untrue statement
>   of a material fact or omit to state a material fact necessary to make the statements
>   made, in light of the circumstances under which such statements were made, not
>   misleading with respect to the period covered by this quarterly report;
> 3.        Based
>   on my knowledge, the financial statements, and other financial information included
>   in this quarterly report, fairly present in all material respects the financial
>   condition, results of operations and cash flows of the registrant as of, and
>   for, the periods presented in this quarterly report;
> 4.    
>   The registrant's other certifying officers and I are responsible for establishing
>   and maintaining disclosure controls and procedures (as defined in Exchange Act
>   Rules 13a-14 and 15d-14) for the registrant and have:
>   a)  designed such disclosure controls and procedures to ensure that material
>   information relating to the registrant, including its consolidated subsidiaries,
>   is made known to us by others within those entities, particularly during the
>   period in which this quarterly report is being prepared;
> b) evaluated the effectiveness of the registrant's disclosure controls and procedures
>   as of a date within 90 days prior to the filing date of this quarterly report
>   (the "Evaluation Date"); and
> c)   presented
>   in this quarterly report our conclusions about the effectiveness of the disclosure
>   controls and procedures based on our evaluation as of the Evaluation Date;
> 5.    
>   The registrant's other certifying officers and I have disclosed, based on our
>   most recent evaluation, to the registrant's auditors and the audit committee
>   of registrant's board of directors (or persons performing the equivalent functions):
>   a)  all significant deficiencies in the design or operation of internal
>   controls which could adversely affect the registrant's ability to record, process,
>   summarize and report financial data and have identified for the registrant's
>   auditors any material weaknesses in internal controls; and
> b)  any
>   fraud, whether or not material, that involves management or other employees
>   who have a significant role in the registrant's internal controls; and
> 6.    
>   The registrant's other certifying officers and I have indicated in this quarterly
>   report whether there were significant changes in internal controls or in other
>   factors that could significantly affect internal controls subsequent to the
>   date of our most recent evaluation, including any corrective actions with regard
>   to significant deficiencies and material weaknesses.

Date: September 23, 2003



/s/
  Scott Hildebrandt

SCOTT
  HILDEBRANDT

Chief
  Executive Officer
and
  Senior Financial Officer

14

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Exhibit
  99.1



CERTIFICATION



Pursuant
  to Sections 302 and 906 of the Corporate Fraud Accountability Act of 2002 (18
  U.S.C. Section 1350, as adopted), Scott Hildebrandt, Chief Executive Officer
  and Senior Financial Officer of eKnowledge Group, Inc. (the "Company"),
  hereby certifies that, to the best of his knowledge:



> 1. the Quarterly Report on Form 10-QSB of the Company for the fiscal quarter
>   ended June 30, 2003 (the Report) fully complies with the requirements of Section 13(a)
>   or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and



> 2.
>   the information contained in the Report fairly presents, in all material respects,
>   the financial condition and results of operations of the Company.

Dated:
  September 23, 2003





| |  | /s/ Scott Hildebrandt  
| |  | -----------------------
| |  | SCOTT HILDEBRANDT      
| |  | Chief Executive Officer
| |  |                        





15

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