FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    [X]  ANNUAL REPORT PURSUANT TO SECTION 13
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           for the year ended 12/31/01

                         Commission File Number: 0-29183


                             EKNOWLEDGE GROUP, INC.

                        formerly RICHMOND SERVICES, INC.

    Nevada                                                            76-0430898
(Incorporation)                                                    (IRS  Number)

1520  West  Sixth  Street,  Suite  101,  Corona,  CA                       92882
(Address  of  principal  executive  offices)                         (Zip  Code)

Registrant's  telephone  number,  including  area  code:         (909)  372-2800

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:         None

Securities  registered pursuant to Section 12(g) of the Act:     Common stock at
par  $0.001

Yes[x]   No[]  (Indicate  by check mark whether the Registrant (1) has filed all
reports  required  to be filed by Section 13 or 15(d) of the Securities Exchange
Act  of 1934 during the preceding 12 months (or for such shorter period that the
Registrant  was  required to file such reports) and (2) has been subject to such
filing  requirements  for  the  past  90  days.)

[]  (Indicate  by  check  mark  whether if disclosure of delinquent filers (Sec.
229.405)  is not and will not to the best of Registrant's knowledge be contained
herein,  in  definitive  proxy  or information statements incorporated herein by
reference  or  any  amendment  hereto.)

As  of  December  31,  2001,
     the aggregate market value of shares outstanding of the Registrant's Common
Stock  was  $2,822,529 based upon the closing market price at December 31, 2001.

     the  aggregate  number  of  shares held by non-affiliates was approximately
16,000,000.

                                                Exhibit Index is found on page

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PART  I                                                                        3

Item  1.  Description  of  Business                                            3
      (a)  Historical  Information                                             3
      (b)  Our  Business                                                       4

Item  2.  Description  of  Property                                           23

Item  3.  Legal  Proceedings                                                  23

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders         23

PART  II                                                                      24

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters              24
      (a)  Market  Information                                                24
      (b)  Holders                                                            24
      (c)  Dividends                                                          24
      (d)  Sales  of  Unregistered  Common  Stock  2000                       24

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation       25
      (a)  Plan  of  Operation  for  the  next  twelve  months                25
      (b)  Cash Requirements and of Need for additional funds, twelve months  26
      (c)  Liquidity  and  Capital  Resources                                 26
      (d)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                         28

Item  7.  Financial  Statements                                               29

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          29

PART  III                                                                     30

Item  9.  Directors and Executive Officers, Promoters and Control Persons;
          Compliance  with  Section  16(a)  of  the  Exchange  Act            30

Item  10.  Executive  Compensation                                            31

Item  11.  Security Ownership of Certain Beneficial Owners and Management     32

Item  12.  Certain  Relationships  and  Related  Transactions                 32

Item  13.  Exhibits, Financial Statement Schedules,  and Reports on Form 8-K  33
      (a)  Financial  Statements                                              33
      (b)  Form  8-K  Reports                                                 33
      (c)  Exhibit  Index                                                     33

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                                     PART  I


                        ITEM 1.  DESCRIPTION OF BUSINESS.


 (A)  HISTORICAL  INFORMATION.  As used herein, the personal pronouns "We", "Us"
and  "Our"  refers to eKnowledge Group, Inc, formerly Richmond Services, Inc., a
Nevada  corporation,  and  its subsidiaries and predecessors, unless the context
indicates  otherwise.  We  were  incorporated in Delaware on June 14, 1993, as a
"Close  Corporation".  We  intended  to  initiate  commuter air service from the
Sugarland Airport in Richmond, Texas. We attempted to pursue the acquisition and
operation  of  small niche-market air carriers. Our efforts were not successful.
We  have been in the development stage since our formation. On January 23, 1993,
we  authorized  and  directed  an  amendment  to  our  original  Certificate  of
Incorporation,  changing  the  number  of  shares  authorized  from  1,500  to
50,000,000,  changed  the  par  value  from no par to $0.0001, and converted our
Corporation  from  a  "Close  Corporation" to a "General Law Corporation". On or
about  April  21, 1999, Richmond Services, Inc. moved its place of incorporation
from  Delaware  to  Nevada.

     1.  On  June 14 of 1993, 510 shares of common stock were issued in exchange
for  organizational  services and costs, valued by management at $5,000.00 and a
stock  subscription  receivable  of $100.00. These shares were issued to the two
founding  shareholders.

      2.  On  January  3, 1997, 5,100,000 shares were issued to the two founding
shareholders,  in  replacement  for  the  510  shares  previously issued, and in
adjustment  for the change in par value, with the same effect as a forward split
of  the  shares  then  issued  and  outstanding.

     3.  On  January 15, 1997, 71,850 shares were issued for $1,608.00, pursuant
to  Regulation  D, Rule 504. As of December 9, 1998, there were 5,171,850 shares
issued  and  outstanding,  among  255  shareholders.

     4.  On September 12, 1998, the shareholders approved an additional issuance
of  300,000  shares  to  a single investor, pursuant Regulation D, Rule 504, for
$3,000.00  cash.  By  oversight,  these  shares  were  not actually issued until
January  8,  1999.

     In  December  of  1998,  our  common  stock was approved for listing on the
OTCBB.

     5.  On  or  about  March 10, 1999, we made a further placement, pursuant to
Regulation  D,  Rule  504,  of  2,100,000  shares  at  $0.025,  for  a  total of
$52,500.00.


     On  August 29, 1999, we approved a Plan of Reorganization by which we would
acquire  as  a  wholly  owned subsidiary, TechNature, Inc., a private Washington
state corporation engaged in the development of certain technologies relating to
the heating and refrigeration industries. This transaction was never consummated
and  the  Plan  of Reorganization was rescinded. The name of the corporation had
been  changed  to TechNature, prematurely. It was restored to Richmond Services,
Inc.

     On  November 9, 1999 we authorized a reverse split of our common stock in a
ratio  of  2  for  3. This action resulted in a reduction of the total number of
shares  issued  and outstanding to 5,047,825. The following table is intended to

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bring  the  previously  mentioned  issuances into conformity with the post-split
numbers  to  be  used  throughout  this  report.

     6.  123  shares  were  adjusted  upward  to  account  for fractional shares
resulting  from  the  reverse.

     7.  On  May  19,  2000,  as  a  part  of  the  following reorganization and
acquisition,  648,000  (post-reverse)  previous affiliate shares were cancelled.

     8. On April 17, 2000, our shareholders approved a Plan of Reorganization by
which  we  acquired  100%  of  eKnowledge  Group,  Inc.  (a private Nevada state
corporation  engaged  in  providing  supplemental,  distance  learning  over the
internet),  as  a  wholly-owned  subsidiary,  for the issuance of 15,155,556 new
investment  shares  of  common  stock;  and  we  changed  our  corporate name to
eKnowledge  Group, Inc. The 15,155,556 shares (post reverse split) of the common
stock  of  the Company were not registered under the Securities Act of 1933, and
may not be resold unless the shares are registered under the Act or an exemption
from  such registration is available. They are New Investment shares (Restricted
Securities subject to the holding periods of Rule 144). These shares were issued
to  the  shareholders  of  eKnowledge  Group,  Inc.

Issued                        Pre-Split     Post-Reverse Split 2 for 3
-----------------------------------------------------------------------
1. June 14, 1993                 510                             340
2. January 3, 1997         5,100,000                       3,400,000
2. January 3, 1997              (510)                           (340)
3. January 15, 1997           71,850                          47,900
4. September 12, 1998        300,000                         200,000
5. March 10, 1999          2,100,000                       1,400,000
6. Adjustment                                                    123
7. Cancellation                                             (648,000)
Totals                     7,571,850                       4,400,000
Before Acquisition                                         4,400,000
8. For Acquisition                                        15,155,556
Total Issued and Outstanding                              19,555,556

Please  see Item 6 of this Part, Management's Discussion and Analysis or Plan of
Operation,  for  more  information.


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

THE  EKNOWLEDGE  SERVICES  consist  of  taking  other  organizations'  training,
education,  marketing,  and other programs and custom building them for delivery

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over  the  Internet  or on CD-ROM.  By determining the organization's objectives
and  how  the program will be accessed, eKnowledge custom designs the program to
include  the features, which will achieve the program objectives while providing
the  users  with  the  best  available  method  of  delivery.

As  one  of  the  few  providers  of  custom  designed  programs  featuring
video-streaming, eKnowledge handles all aspects of development, which the client
requires,  from  video  production  through  hosting  of  the  final  product.
eKnowledge  is  renowned  for  delivering effective video based solutions to all
users,  regardless  of  their  Internet  connection  speed.  eKnowledge programs
effectively  supplement  or  replace  existing live training, while offering the
organization  with  the  ability  to  track  user participation and performance.

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

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

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

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

PREVENTIONPOINT

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

-     Online  compliance  training  for  managers  and  employees.
-     Referrals  to  Preferred  HR  Service  Providers.  These  are vendors that

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      provide  preventative  services,  like  screening,  drug  testing,  etc.
-     Customizable  employee handbooks, as well as HR forms and compliance kits.

Prevention  Point is a Joint Venture between eKnowledge and Fisher & Phillips, a
prestigious labor law firm established in 1943.  $500,000 dollars in funding and
$500,000  in  intellectual  property  has  been  committed  to Prevention Point.
Additionally,  Prevention  Point will be marketed to the thousands of clients of
Fisher  &  Phillips.

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

GOVERNMENT  ESSENTIALS  TRAINING

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

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

Existing  paying  clients  of  the  Government  Essentials  Training:

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

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

     GEORGIA  -  Alpharetta,  Gainesville,  Rome

     NEVADA  -  Clark  County,  Henderson,  Las  Vegas

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

     TEXAS  -  Dallas,  Grapevine,  Lewisville

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

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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
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.


WE  THE  PEOPLE

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

SAFE  SCHOOLS  SERIES

Launched  in  September,  2001,  eKnowledge  owns the intellectual property to a
series  of  products  entitled,  "The Safe School Series."  This series is being
developed  to  include  4  -  6 titles.  The Safe School Series teaches students
appropriate conduct, involves parents in the process to increase accountability,
and  shields  schools from legal liability by documenting student participation.
Organizations  such  as the National Educators Association and the Red Cross are
also  involved  in  this  project.

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

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

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TEST  PREPARATION

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

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

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


E-LEARNING  JOINT  VENTURES

eKnowledge  will enter into Joint Venture relationships where we feel eKnowledge
can  enhance a product and service offering.  eKnowledge will make an investment
of time and material for an equity position in the venture.  Ventures considered
typically  have  the  following  traits:  A  Strong Distribution Channel; Unique
Offering;  Market  Demand;  Favorable  Gross Margins; Barriers to Entry; Quality
Management;  Well  Funded,  etc.

REVENUES  are  derived  from  contracts for services and product sales.  FEES ON
CONTRACTS  FOR  SERVICES  are  determined  by  the  length  of the program being
developed, the complexity of the program features, the level of participation in
the  design and content development, and any continuing service or support to be
provided.  Revenues  on  contracts for services are generally recognized as they
are  earned.  REVENUES  FROM  PRODUCT  SALES  are  currently recognized in their
entirety  upon  the  sale  for  all products developed by the eKnowledge content
development  team.  Joint  venture  product sales where e-commerce is managed by
eKnowledge,  revenues  are  recognized  immediately.  For  joint venture product
sales  where  commerce  is managed by the other organization, eKnowledge revenue
will  be  recognized  upon  a  scheduled  accounting  of  sales.

eKnowledge incurred net losses of $2,377,696 in 2001, and $1,131,285 in the
2000.  In the fourth quarter of 2000, eKnowledge shifted the business model to
the current model of services and products.  Limited operating history under the
services  and  products business model, combined with the emerging nature of the
e-learning  market,  among  other  factors,  make  the  prediction of our future
operating  results  relatively  difficult.

Until  the  second  quarter  of  2000, eKnowledge was engaged in a business plan
geared  at providing an array of e-learning products to six target markets, four
of  which were academic in nature.  Starting the third quarter of 2000, drawn by
market  demands,  the focus began to shift toward providing corporate e-learning
solutions as a primary objective, with the education market as a secondary point
of focus.  In the forth quarter of 2000, the business model was formally shifted
to  the  current  model  of  services  and products.  While current business and
prospects  under  this  model  are  demonstrating great promise, there is little
operating  history  on  which  to  evaluate  our  performance.

eKnowledge  has  experienced  growth  in  its  client  base,  in  the  amount of
intellectual  property  owned by the company, and in the number of joint venture
products  expected  to  produce significant revenues.  However, the company must

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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  2002.  Profitability is
projected  for  August  2002, but there can be no assurance that eKnowledge will
achieve  profitability  or,  if  profitability  is  achieved,  that  it  will be
sustained.


                               INDUSTRY BACKGROUND

     Today's  businesses  face  rapidly  changing  environments characterized by
increasing  competition,  economic  globalization  and  technological change. To
compete  effectively,  businesses  must  improve  business  processes,  reduce
operating costs and provide an environment of continuing access to education and
training  throughout  the  entire  lifecycle  of employment. The adoption of the
Internet  as  a  business  training and education platform has accelerated these
trends  in  nearly  every industry. Driving knowledge to the extended enterprise
effectively  reduces  the  time-to-market of new products and services, improves
the productivity of sales channels and reduces customer support costs, resulting
in  increased  operating  efficiency  and higher profitability. In an attempt to
address  today's  competitive  business  challenges,  businesses  are  investing
increasing  amounts  on learning and skills development. In 1997, the Department
of  Education  estimated that in the United States alone businesses spent nearly
$55  billion annually on learning programs. We believe that their investments in
traditional  educational  programs  have  often yielded uncertain results and in
many  cases have failed to address and satisfy strategic business objectives. To
date,  investment  in  learning  has  consisted  primarily  of  in-person,
instructor-led  training  programs.  Traditional  methodologies  tend  to  be
inadequate  because  they  are:

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

     Difficult to customize and update. Instructor-led content is often prepared
in  advance  to  provide  for  the  production  and  distribution  of printed or
videotaped  materials,  which  are then updated at fixed intervals and delivered
using  an  instructor-led,  standardized curriculum of pre-scheduled meetings in
set  physical  locations. As a result, print-based content cannot be updated and
distributed  to  learners  as  rapidly  as  a  Web-based  content.

     Unable  to  track  and  monitor  learning  effectiveness.  Tracking student
performance  in  traditional  classroom  programs  typically requires additional
expenses  for manual test administration, grading and recording. Many businesses
have  chosen to avoid these costs by simply recording participant attendance. As
a  result,  they  are  unable to track and certify levels of competency directly
resulting  from  instruction  and  correlate  learning investments with business
results.

     Costly  and  slow.  Traditional  learning  initiatives  require  prolonged
absences  of valuable employees due to travel to course locations and attendance
at  scheduled course meetings, resulting in significant opportunity costs due to
lost  work.  In  addition,  course materials must be printed and delivered using
traditional  means.  As  a result, businesses are unable to continuously educate
their extended enterprises on new products, strategies and processes in a timely
manner.  With online courses, participants can learn at anytime from a computer,
without  having to schedule classrooms or meetings, and without having to travel
to  a  classroom  facility.

     In  response  to  these  limitations,  many  businesses  are  seeking  more
effective  learning  solutions.  The  Internet  is  transforming  the  corporate

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learning  marketplace  by  offering  innovative  ways  to  design  and  deliver
knowledge.  According  to  International  Data Corporation, the online corporate
learning  market  is  projected  to  grow from $550 million in 1998 to more than
$11.4  billion in 2003. By leveraging the Internet, businesses can instantly and
simultaneously  deploy  content to a broad, global audience. This content can be
easily  and  continuously accessed, modified and refreshed and learning programs
can  be  enhanced  as  participants  use  e-mail  and  chat  rooms  to establish
interactive relationships with instructors and peers. Web-based technologies can
also  offer  real-time  tracking  of  participant performance. Internal training
organizations  and  external  corporate  learning  providers  are  geared  to
instructor-led  training  and  their  set  of  skills  is  limited  to classroom
scheduling  and  instruction.  To  compete effectively in the e-learning market,
these  organizations  would  need  to  develop  a  broad  range of competencies,
including  technology  development,  content  creation,  Web-hosting  and online
community management. Companies are seeking outsourced and integrated e-learning
solutions  as  a  means of more effectively educating their extended enterprise.

                          THE EKNOWLEDGE GROUP SOLUTION

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

     INNOVATIVE  DELIVERY  MODEL.  We  deliver  interactive  learning  solutions
through  video  streaming  or  on  CD-ROM that offer all of the benefits of live
training while overcoming the shortcomings of traditional learning methods. Many
of  our programs are Web-based and we host and centrally manage all software and
content  from  our  servers. Central hosting and delivery reduces our customers'
expenses  because  they  avoid the need to build e-learning delivery systems and
staff  and manage large teams to design, develop and produce e-learning content.
In  addition,  our  centrally  hosted  system  enables  us  to deploy e-learning
solutions  rapidly  and  broadly  to  course  participants  who have an Internet
connection  and  standard  Web  browser.

     POWERFUL  E-COMMERCE  CAPABILITY. Our e-commerce tools enable our customers
and  strategic  resellers  to  develop  revenue-generating businesses around our
e-learning  solutions. We have entered into revenue sharing agreements with some
of  these  customers  and  resellers.  To  date,  revenues  generated from these
arrangements  have been insignificant, although we have revenue-sharing projects
underway.  Using  our  Web-based  tools,  our  customers can use this e-learning
portal  to register and bill online the distributors, suppliers and customers in
their extended enterprise, providing course participants with a customer-branded
learning  experience that is delivered and tracked from our centrally-hosted Web
servers.

     HIGH-QUALITY  CONTENT.  We  offer  a  full  spectrum of courses in the test
preparation arena and are in development with programs supporting the curriculum
of grades 1 through grade 12 in the United States and additional learning titles
at  the  university  and  beyond  market.  Our  staff  of  trained instructional
designers  identify and contract with people in the industry who are regarded as
experts in their fields. We either pay royalties to these content sources or pay
them  on  a  per hour basis. In some cases, custom course development content is
provided  to  us  by  our customers' employees that are most knowledgeable about
their  specific  product  or  application.

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<PAGE>

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

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

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

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

                                    STRATEGY

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

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

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

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

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<PAGE>

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

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

                                    CUSTOMERS

     Our  customers  can  use  our e-learning solutions to compress the learning
cycle,  increase  knowledge  throughout  the  extended enterprise, enhance brand
equity  and  customer  service  and  reduce  operational  costs.  The  specific
categories  for  each  type  of customer are designated according to the desired
outcomes  of  the  e-learning courses from which the majority of that customer's
revenue  is  received.

                             PRODUCTS AND TECHNOLOGY

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

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

     Customers  do  not  need  to  install  or  manage  any  software;

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

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

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


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

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

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<PAGE>

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

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

                               SALES AND MARKETING

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

                                   COMPETITION

     The  e-learning  market  is  evolving  quickly  and  is  subject  to  rapid
technological  change,  shifts  in  customer  demands  and  evolving  learning
methodologies.  To  succeed,  we  must  continue to expand our course offerings,
upgrade our technology and distinguish our solution. As competition continues to
intensify,  we  expect  the  e-learning  market  to  undergo  significant  price
competition.  We  expect  to face increasing price pressures from competitors as
our  potential  customers  demand  more  value  for their education budgets. The
e-learning  market is highly fragmented with no single competitor accounting for
a  dominant  market  share, and competition is intense. In addition to competing
with  other  suppliers  of  technology-based learning solutions, we also compete
with third-party suppliers of instructor-led education and learning and internal
education departments. Our competitors vary in size and in the scope and breadth
of  the  courses and services they offer. Several of our competitors have longer
operating histories and significantly greater financial, technical and marketing
resources. In addition, larger companies may enter the e-learning market through
the  acquisition  of our competitors. We anticipate that the lack of significant
entry  barriers  to  the e-learning market will allow other competitors to enter
the  market,  increasing  competition.

                  INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

     Our  success  depends,  in  part, on our ability to protect our proprietary
rights  and  technology.  We  rely  on  a combination of copyrights, trademarks,
service marks, trade secret laws, a pending patent and third-party nondisclosure
agreements  to  protect our proprietary rights. We have registered the trademark
eKnowledge  Group and we own the domain name eknowledgegroup.com as well as many
other  domain  names  currently used in our operations. Additionally, during the
third  quarter  of  2000,  we  acquired  the rights for the use of the trademark
"eknowledge"  for  cash  and  stock.  Included  in  this transaction, we own the
domain  name  eknowledge.com.

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

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<PAGE>

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

                                    EMPLOYEES

     Currently the company employees 8 individuals. Of these individuals, there
are  Four in course and product development, two in sales and marketing, and two
in general and Administration.
Our  success  will  depend  in large part upon our ability to attract and retain
employees.  We  face  competition  in  this  regard from other companies, but we
believe  that  we  maintain  good  relations  with  our  employees.  None of our
employees  are  members  of  organized  labor  groups.

                                  RISK FACTORS

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

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

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

WE  HAVE  A  HISTORY OF LOSSES.

     We  have  experienced losses in each quarter since our inception and expect
we  will continue to incur losses in each quarter into the fiscal year 2002. Our
accumulated  deficit  as  of  December  31,  2001,  was $3,528,703. We expect to
continue  to  incur  quarterly  losses  as we expand our operations and fund our
growth.  We  plan to increase our operating expenses to market, sell and support
our  e-learning  solutions,  build  infrastructure and hire additional staff. We
also  plan  to invest to develop and acquire new course offerings with new areas
of  expertise,  which  will  increase operating expenses in absolute dollars. We
currently  expect  our total costs and expenses to be approximately $1.5 million
in  fiscal  2002.  As  a  result,  we  will  need  to significantly increase our
quarterly  revenues  to  achieve profitability. If we do not generate sufficient

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<PAGE>

revenues  or  become  profitable  within  a  timeframe expected by public market
analysts or investors, the market price of our common stock will likely decline.
Even  if  we do achieve profitability, we may not be able to sustain or increase
profitability  on  a  quarterly  or  annual  basis  in  the  future.

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

     Our revenue and operating results are volatile and difficult to predict and
may  be  susceptible  to  declines  in  future periods. Our quarterly results of
operations  may  fluctuate  significantly  in  the  future  due to shortfalls in
revenues  or orders. We therefore believe that quarter-to-quarter comparisons of
our operating results may not be a good indication of our future performance. In
the  event  of  a  revenue  or order shortfall or unanticipated expenses in some
future  quarter or quarters, our operating results may be below the expectations
of  public  market  analysts  or  investors.  In such an event, the price of our
common  stock  may  decline  significantly. Due to the factors discussed in this
risk factors section and elsewhere in this prospectus and because we are engaged
in a relatively new and emerging business, revenue and operating results for the
foreseeable  future  are  difficult  to forecast. Our current and future expense
estimates are largely fixed and based, to a significant degree, on our estimates
of  future  revenue.  We  will  likely be unable to, or may elect not to, reduce
spending  quickly  enough to offset any unexpected revenue shortfall. Therefore,
any significant shortfall in revenue in relation to our expectations would cause
our  quarterly  results  for  a  particular  period  to  decline.

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

     In  accordance  with  our revenue recognition policy, our ability to record
revenues  depends  upon several factors. These factors include acceptance by our
customers  of  new  courses and the pace of participant registrations in courses
once  they are completed and made available on our Web site. All of our customer
contracts  provide  that  at  least  a  portion of our revenues depend on either
course  completion or participant registration, or both. Many of our courses are
custom-tailored to the specifications of our customers. As such, course revenues
are  dependent  upon customers providing us with the subject matter expertise to
be  incorporated  into  the  course  as well as our completion of production and
customer sign-off. Accordingly, if customers do not provide us with the specific
subject  matter  content  in  a timely manner, our ability to recognize revenues
will  be  harmed,  which  would  harm  our  operating  results.  In addition, if
participant  registration,  which  requires  the participants to come to our Web
site  to  sign  up  for the course, does not proceed as expected, our ability to
recognize  revenues will be delayed, which will also harm our operating results.
Participant  registration depends in large part on the promotional activities of
our  customers. If customers fail to take necessary measures to require employee
enrollment  in  courses  or  if  they  fail to promote the course effectively to
persons  outside  their  organization,  our  ability  to recognize revenues, and
therefore  our  operating  results,  could  be  harmed.

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

     Our future growth depends on successful hiring and retention, and we may be
unable  to  hire and retain the skilled personnel we need to succeed. The growth
of  our  business  and  revenues  will  depend in large part upon our ability to
attract  and retain sufficient numbers of highly skilled employees, particularly
course  content  developers,  Web  designers  and technical and sales personnel.

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<PAGE>

Qualified  personnel  are  in  great  demand  throughout  education  and
Internet-related  industries  and  we  require  personnel  with both educational
course  design  experience  as  well  as experience in Web design. The number of
potential  candidates with experience in both these areas is limited. The demand
for  qualified  personnel  is particularly acute in the Greater Los Angeles Area
market  in  which  we compete for a majority of these personnel due to the large
number  of  Internet  companies  and  the  low  unemployment rate in the region.

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

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

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

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

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


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

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

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

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

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

     Our  potential  customers'  internal  budget  and  approval  processes; and

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

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

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

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<PAGE>

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

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

     Internal  education  departments;  and

     Other  suppliers  of  technology-based  learning  solutions.

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

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

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

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

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

                                       17
<PAGE>

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

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

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

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

     Our  strategy  involves  broadening  the  fields  presently  covered by our
courses. In particular, to date we have been primarily focused on courses in the
test  preparation  area,  and we are currently planning to develop and introduce
new  course  offerings  in corporate and professional training and other fields.
These  new  course  offerings  may encompass areas in which we have little or no
experience or expertise. Therefore, our ability to expand our courses into these
areas  may  require us to locate and evaluate third-party experts or specialists
who  would  develop  or  assist  us  in developing the course content. If we are
unable  to locate and evaluate these experts, we may fail to develop the courses
our  customers  demand  or  be  unable  to  pursue new market opportunities. Any
failure of ours to expand our course offerings to new fields could constrain our
revenue  growth  and  harm  our  future  prospects.

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

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

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

     Our recent rapid growth has placed, and future anticipated growth is likely
to  continue  to  place,  a considerable strain on our managerial resources.  We
plan  to continue to expand our sales and marketing, administration, content and
technology  development  and  tutoring  organizations.  In  order to manage this

                                       18
<PAGE>

growth  effectively,  we  will  need  to  improve  our  financial and managerial
controls,  our  reporting  systems  and procedures. In addition, we will need to
expand,  train  and  manage  our  work  force,  which  we anticipate will expand
significantly.  If we fail to manage our growth effectively, we will not be able
to  capitalize  on  attractive business opportunities and may fail to adequately
support  our  existing  customer  base.  Should  this  occur, our reputation and

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

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

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

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

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

     Our  communications  hardware  and  some  of  our  other  computer hardware
operations  are  located  at  the  facilities  of  Oasis,  Inc.  in Los Angeles,
California.  Unexpected  events  such  as  natural  disasters,  power losses and
vandalism  could  damage  our  systems.  Telecommunications  failures,  computer
viruses,  electronic  break-ins,  earthquakes,  fires,  floods,  other  natural

                                       19
<PAGE>

disasters  or  other  similar  disruptive  problems  could  adversely affect the
operation  of  our  systems.  Despite  precautions  we have taken, unanticipated
problems affecting our systems in the future could cause interruptions or delays
in  the  delivery of our courses. The failure of our telecommunications provider
or  Oasis,  which  together  provide us with our Internet connection, to provide
sufficient  and  timely  data communications capacity and network infrastructure
could  cause service interruptions or slower response times, and reduce customer
demand  for  our courses and services. Our insurance policies may not adequately
compensate  us for any losses that may occur due to any damages or interruptions
in  our  systems. Accordingly, we could be required to make capital expenditures
in  the  event  of damage. We do not currently have fully redundant systems or a
formal  disaster  recovery  plan.

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

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

     Our  strategy  includes  international  expansion of our business. To date,
however,  we  have  not  received  revenues from customers outside of the United
States.  Our  current  plans  include  possible  expansion  into the Germany and
Switzerland during fiscal 2000. In Germany and Switzerland, we could be affected
by  political  and  monetary  changes,  including  European  unification  and
introduction  of the Euro. This international expansion will require significant
management  attention  and  financial  resources  and  could  harm our financial
performance  by  increasing  our costs. We have limited experience in marketing,
selling  and  distributing  courses  internationally.  We  currently  have  one
employees  located  outside  of  the  United  States. We could become subject to
additional  risks  as  we  expand  internationally,  including:

     Difficulties  in  staffing  and  managing  international  operations;

     Our inability to develop content localized for international jurisdictions;

     Protectionist  laws  and  business  practices that favor local competition;

     Multiple,  conflicting  and  changing  governmental  laws  and regulations;

     Slower  adoption  of  e-learning  solutions;

     Different  learning  styles;

     Longer  sales  and  payment  cycles;

     Greater  difficulties  in  collecting  accounts  receivable;

     Fluctuations  in  currency  exchange  rates;

     Political  and  economic  instability;

     Potentially  adverse  tax  consequences;

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

                                       20
<PAGE>

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

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

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

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

     We  own  the domain name eknowledgegroup.com. It is possible, however, that
third  parties  could  acquire trademarks or domain names that are substantially
similar  or  conceptually  similar to our trademarks or domain names. This could
decrease  the  value  of  our  trademarks  or  domain  names  and could hurt our
business.  The  regulation  of  domain names in the United States and in foreign
countries  is  subject to change. The relationship between regulations governing
domain  names  and  laws protecting trademarks and similar proprietary rights is
unclear.  As  a  result,  we may not acquire or maintain exclusive rights to our
domain  names  in  the  United  States or in other countries in which we conduct
business.

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

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

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

     A  classified  board of directors, in which our board is divided into three
classes with three-year terms with only one class elected at each annual meeting

                                       21
<PAGE>

of  stockholders,  which  means  that a holder of a majority of our common stock
will  need  two  annual  meetings  of stockholders to gain control of the board;

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

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

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

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

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


     REPORTING  UNDER  THE  1934  ACT.  We  have  become effective as a 1934 Act
Reporting  Company, by registration of our common stock under section Sec. 12(g)
of  the Securities Exchange Act of 1934. Certain periodic reporting requirements
will  be  applicable to us. First and foremost, a 1934 Registrant is required to
file  an  Annual Report on Form 10-K or 10-KSB, 90 days following the end of its
fiscal  year.  The  key  element  of  such  annual  filing  is Audited Financial
Statement prepared in accordance with standards established by the Commission. A
1934  Act  Registrant  also  reports on the share ownership of affiliates and 5%
owners,  initially, currently and annually. In addition to the annual reporting,
a  Registrant  is  required  to  file  quarterly reports on Form 10-Q or 10-QSB,
containing  audited  or  un-audited  financial  statements,  and reporting other
material events. Some events are deemed material enough to require the filing of
a  Current  Report  on  Form 8-K. Any events may be reported currently, but some
events,  like  changes or disagreements with auditors, resignation of directors,
major  acquisitions  and other changes require aggressive current reporting. All
reports  are  filed  and become public information. The practical effects of the
foregoing  requirements on the criteria for selection of a target Registrant are
two-fold: first, the target must have audited or auditable financial statements,
and  the target must complete an audit for filing promptly upon the consummation
of  any  acquisition;  and,  second,  that  the target management must be ready,
willing  and able to carry forth those reporting requirements or face de-listing
from the OTCBB, if listed, and delinquency and possible liability for failure to
report.

      We  have  encountered  no  year  2000/2001  compliance  issues.

                                       22
<PAGE>

                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  do not own or possess any property, plant or equipment, nor is it bound
or  encumbered  by  any  agreement  pertaining  to  the acquisition of the same.


                           ITEM 3.  LEGAL PROCEEDINGS.

     There are no legal proceedings pending against us, as of the preparation of
this  Report.


          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     On  April  17,  2000, our shareholders approved a Plan of Reorganization by
which  we  acquired  100%  of  eKnowledge  Group,  Inc.  (a private Nevada state
corporation  engaged  in  providing  supplemental,  distance  learning  over the
internet),  as  a  wholly-owned  subsidiary,  for the issuance of 15,155,556 new
investment  shares  of  common  stock;  and  we changed of our corporate name to
eKnowledge  Group, Inc. Also elected were five Directors to serve until the next
meeting  of  shareholders:  Gary S. Saunders, Scott Hildebrandt, Chris DeSantis,
Mark  S.  Zouvas  and  Wayne  Saunders  as  Directors  of  the  our corporation.

             The Remainder of this Page is Intentionally left Blank

                                       23
<PAGE>

                                    PART  II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (A)  MARKET INFORMATION.  We have one class of securities, Common Voting Equity
Shares  ("Common  Stock").  Our Securities may be quoted in the over-the-counter
market,  but  there is a young, sporadic and potentially volatile trading market
for  them.  Quotations for, and transactions in the Securities, and transactions
are  capable  of  rapid fluctuations, resulting from the influence of supply and
demand  on  relatively thin volume. There may be buyers at a time when there are
no  sellers,  and  sellers  when  there  are no buyers, resulting in significant
variations  of  bid  and  ask quotations by market-making dealers, attempting to
adjust  changes  in  demand  and  supply.  A  young  market is also particularly
vulnerable  to  short selling, sell orders by persons owning no shares of stock,
but  intending to drive down the market price so as to purchase the shares to be
delivered  at  a  price below the price at which the shares were sold short. Our
Common  Stock  is  currently  quoted  on the Electronic Bulletin Board under the
symbol  EKNO,  but  there  is limited trading in the Common Stock. The following
table  sets  forth  the  high  and  low  bid prices from January 1, 2000 through
December  31, 2001, based upon quotations periodically published on the OTC. All
price  quotations  represent  prices  between  dealers, without retail mark-ups,
mark-downs  or  commissions  and  may  not  represent  actual  transactions.

                     ------------------------------------------
                       period   high bid   low bid     volume
                     ------------------------------------------
                      1st 2000     4.00     1.25       600,000
                      2nd 2000     3.60     2.12     1,000,000
                      3rd 2000     3.20     1.30       750,000
                      4th 2000     2.12     1.10     1,750,000
                      1st 2001     1.73     1.03     2,000,000
                     ------------------------------------------
                      2nd 2001     1.50      .08     5,900,000
                      3rd 2001      .12      .03     5,000,000
                      4th 2001      .15      .02     3,500,000
                     ------------------------------------------

 (B)  HOLDERS.  There  are  currently  approximately  550  shareholders.

 (C)  DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do
not  anticipate  paying  cash dividends on its Common Stock in the next year. We
anticipate  that any income generated in the foreseeable future will be retained
for  the  development  and  expansion of our business. Future dividend policy is
subject  to  the  discretion  of  the  Board of Directors and will depend upon a
number  of  factors,  including  future  earnings,  debt  service,  capital
requirements,  business  conditions,  the financial condition of the Company and
other  factors  that  the  Board  of  Directors  may  deem  relevant.

 (D)  SALES  OF  UNREGISTERED  COMMON  STOCK.  The  following  are  transactions
relating  the  Common  Stock  of  the  Company.

                                       24
<PAGE>

On  April  17, 2000, our shareholders approved a Plan of Reorganization by which
we  acquired  100% of eKnowledge Group, Inc. (a private Nevada state corporation
engaged  in  providing  supplemental, distance learning over the internet), as a
wholly-owned subsidiary, for the issuance of 15,155,556 new investment shares of
common stock; and we changed of our corporate name to eKnowledge Group, Inc. The
15,155,556  shares  of the common stock of the Company were not registered under
the  Securities  Act  of  1933,  and  may  not  be  resold unless the shares are
registered  under  the  Act or an exemption from such registration is available.
They  are  New  Investment  shares (Restricted Securities subject to the holding
periods of Rule 144). These shares were issued to the shareholders of eKnowledge
Group,  Inc.  As  a  part  of  the  reorganization  and  acquisition.

In  September  2000, the Board of Directors authorized the issuance of 7,800,000
shares of common stock of the Company for equity funding in Europe.  The commons
shares  were  not  registered  under  the Securities Act of 1933, and may not be
resold  unless the shares are registered under the Act or an exemption from such
registration  is available.  The shares are issued for equity investment and are
Restricted  Securities subject to the holding periods of Rule 144.  The first of
these  shares  were  sold  in June 2001 and between June 2001 and December 2001,
small  blocks  of  these  shares  were  sold primarily to individuals for equity
investment  in the Company.  The shares are registered under the Act as they are
sold.  As  of  December  31, 2001, approximately 5,900,000 were sold for cash at
the  current  market  prices,  less  commissions.  Market  prices  averaged
approximately  $.07 per share from June to December of 2001.  Proceeds were used
for  Company  operations  and  development.

In  June  2001,  the  Company  filed a Form S8 statement with the Securities and
Exchange Commission registering 3,138,000 shares of common stock of the Company.
The  shares  were  used to pay consultant and business expenses.  As of December
31,  2001,  approximately  2,500,000  shares  were  issued  for  expenses.

During  2001, approximately 2,250,000 shares of common stock of the Company were
issued  to employees and consultants for services, expense reimbursement or loan
repayment.  The commons shares have not been registered under the Securities Act
of 1933, and may not be resold unless the shares are registered under the Act or
an  exemption  from  such  registration is available.  The shares are Restricted
Securities  subject  to  the  holding  periods  of  Rule  144.


ITEM 6.  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.

                                       25
<PAGE>

 (A)  PLAN  OF  OPERATION  FOR  THE NEXT TWELVE MONTHS. The following discussion
should be read in conjunction with our financial statements and the accompanying
notes  that  appear  elsewhere in this report. The following discussion contains
forward-looking  statements  that  reflect our plans, estimates and beliefs. Our
actual  results  could  differ  materially  from  those  discussed  in  the
forward-looking  statements.  Our  plan of operation is pursue the business plan
and  model described in detail in Item 1 of this Report. eKnowledge Group, Inc.,
previously eTestPrep, Inc. (the acquired Company), was incorporated in the state
of  Nevada  on  June  1, 1999, for the purpose of providing educational training
courses  over  the Internet and through other media sources. Effective April 17,
2000,  Richmond Services, Inc. acquired all of the issued and outstanding common
stock of the Company. For accounting purposes, this acquisition has been treated
as  a  re-capitalization  of  the  Company. Currently the Company has 50,000,000
common  shares  authorized,  with  31,361,430  shares of common stock issued and
outstanding.  We  have  approximately  550  shareholders  currently.

 (B)  CASH  REQUIREMENTS  AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
     We  believe  that  the cash balance of $22,744 at December 31, 2001, and is
currently  sufficient  to meet our anticipated cash needs. We will need to raise
additional funds to meet our operating needs, which will come from a combination
of  product  sales  and  outside investment.  We are in current discussions with
potential  investors.  However,  any  projections  of future cash needs and cash
flows  are  subject  to  substantial  uncertainty.  If  current cash that may be
generated  from  operations  are  insufficient  to  satisfy  our  liquidity
requirements, we may seek to sell additional equity. Such a sale could result in
additional  dilution  to  our  stockholders.  In addition, we will, from time to
time,  consider  the  acquisition  of or investment in complementary businesses,
products,  services  and  technologies,  which  might  impact  our  liquidity
requirements  or cause us to issue additional equity.  There can be no assurance
that  financing will be available in amounts or on terms acceptable to us, if at
all.

     There  can  be  no  assurance  that you we be successful in raising capital
through  private  placements  or otherwise. Even if we are successful in raising
capital  through the sources specified, there can be no assurances that any such
financing would be available in a timely manner or on terms acceptable to us and
our  current  shareholders, Additional equity financing could be dilutive to our
then  existing  shareholders,  and  any debt financing could involve restrictive
covenants  with respect to future capital raising activities and other financial
and  operational  matters.

     We do not anticipate any contingency, upon which we would voluntarily cease
filing  reports  with the SEC, even though we may cease to be required to do so.
It  is  in our compelling interest to report its affairs quarterly, annually and
currently, or as the case may be. This generally is to provide accessible public
information  to  interested  parties,  and  also  specifically  to  maintain our
qualification  for  the  OTCBB.

 (C)  LIQUIDITY  AND CAPITAL RESOURCES. Since April 17, 2000. and throughout the
year  2001,  we  have  satisfied our cash requirements primarily through private
placements  of equity securities (including the cash received at the time of the
acquisition by Richmond) and limited debt borrowings. Net cash used in operating

                                       26
<PAGE>

activities  was approximately $646,081 for the year ended December 31, 2001. Net
operating  cash  flows  were  primarily  attributable  to  quarterly net losses,
product  development  costs  and  employee  costs  associated  with  product and
business  development  activities.  Net  cash  used  by investing activities was
$3,760,  due  to  the  acquisition  of  product development equipment.  Net cash
provided  by  financing activities of approximately $647,037 is due primarily to
the  cash proceeds from the sale of common stock, advances from shareholders and
limited  debt  financing.


     NET  SALES.  Net  product  sales include the selling price of the HOME LSAT
program  offering  sold  by the Company, net of returns, sales of the Government
Essentials  Training  and  the  Safe  Schools  Training  programs.

For  the year ended December 31, 2001, total revenues
increased  for  revenues  reported  the  year before - from $56,212 to 153, 809.
This  increase  is due to the launch of several new product offerings, including
Government  Essentials  Training  and  Safe  Schools  Training.  We expect  that
revenues from product sales will continue  to grow as we launch new products and
continue to increase our product offerings  and  services.

Gross  Profit

Gross  profit  is calculated as net sales less the cost of sales, which consists
of  the cost of developing and producing the products sold to customers.
Gross profit (loss)
increased from a loss of $206,074 for the year ended December 31, 2000 to a loss
of  $334,401 for the year ended December 31, 2001.  This is due primarily to the
continuing  product  development  efforts  of the Company.  As a result of these
product  development efforts, the Company's product offering continues to expand
and revenues are being generated from these product offerings during the quarter
ending  December  31,  2001.  In  addition, the Company will continue developing
contracts  and  agreements  to  increase  its  sales  and leverage its developed
products.

                                       27
<PAGE>

Marketing  and  Sales

Marketing  and sales expenses consist primarily of advertising, public relations
and  promotional  expenditures. Through the year ended December 31, 2001, the
Company  had  not  spent significant amounts on marketing and sales. The Company
intends  to  increase  these expenses as it continues its branding and marketing
campaigns,  and  as  it  increases  is  sales  efforts. As a result, the Company
expects  marketing  and  sales  expenses  to continue to increase significantly.

Product  Development

Product  development  expenses  are  reported  as  Cost  of Sales and consist of
payroll  and  related  expenses  for  developing  new  products,  developing and
maintaining  the  Company's  web  sites  and  supporting  technology.

General  and  Administrative

General  and  administrative  ('G&A')  expenses  consist  of payroll and related
expenses  for  executive,  finance  and  administrative  personnel,  recruiting,
professional  fees  and  other  general  corporate  expenses,  These costs
increased from $934,187  for  the year ended December 31, 2000 to $1,932,401 for
the year ended December  31,  2001.  These costs increased dramatically over the
prior year and quarter  due  primarily  to  charges  against  G&A  expenses  for
consulting  for  common  stock.  These  expenses  were  non-cash  expenses,  but
helped  in  maintaining  existing  business  and  the  development  of  new
business.  The  Company  expects  these  costs  to  decrease  as  the  business
systems  are  put  into  place.

 (D)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
In  2001,  eKnowledge  incurred  $2,377,989  in  net losses.  This represents an
increase  from  the prior year net loss of $1,131,285.  This is due primarily to
the  increase  in  product  development  and  expanded  business  development
activities.  We  expect  these  costs  to  subside as the business processes and
systems  are  put  into  place.

     REVENUES.  We recognized approximately $153,809 of revenues during calendar
year  ending  December 31, 2001.  This increase in sales is due primarily to the
introduction  of  the  Government  Essentials  Training  program  to  cities  in
September.  We  expect that revenues from product sales will continue to grow as
we  launch  new  products  and  continue  to  increase our product offerings and
services.  For  the  year  ended December 31, 2001, total revenues increased for
revenues  reported the year before - from $56,212 to 153, 809.  This increase is
due  to  the  launch  of  several  new  product  offerings, including Government
Essentials  Training  and Safe Schools Training.  We expect revenues to continue
growing  as  more  products  are  offered and existing products continue gaining
market  acceptance.

     COSTS AND EXPENSES. Costs of development, which make up our Costs of Sales,
were  $488,210  in  2001,  from  $262,286  in 2000.  The increase represents the
development  of  course  material  for  delivery  via  the  Internet and CD-ROM.
Additionally,  we  incurred  $1,932,401  in  2001  in selling and administrative
expenses and $934,187 in 2000.  The increase in these costs comes primarily from
charges  of  consulting for stock.  Included in these expenses are approximately
$53,000  of  depreciation  and  amortization  expenses.

     NET INCOME (LOSS). Net loss for the fiscal year ended December 31, 2001 was
approximately  $2,378,000  or  $0.09  loss  per  share,  compared  to  a loss of
$1,131,285,  or  $0.06  per  share, for the fiscal year ended December 31, 1999.
This  increase  over  the  previous year was primarily the result of the company
increasing  its  business  and  product  development  efforts.

                                       28
<PAGE>

     LIQUIDITY  AND  CAPITAL  RESOURCES.  We had a cash balance of $22,744 as of
December 31, 2001 and $33,889 in 2000.  As previously discussed, we believe that
the  cash  balance  of  $22,744,  in addition to anticipated investments will be
sufficient  to  meet  our  anticipated cash needs. However, in order to meet our
operating  needs,  we anticipate that we will need to raise additional funds. We
are  in  current  discussions  with  various  potential  investors. However, any
projections  of  future  cash  needs  and  cash flows are subject to substantial
uncertainty.  If  current  cash  that  may  be  generated  from  operations  are
insufficient  to  satisfy  our  liquidity  requirements,  we  may  seek  to sell
additional  equity.  Such  a  sale  could  result  in additional dilution to our
stockholders.  There  can  be  no  assurance that financing will be available in
amounts  or  on  terms  acceptable  to  us,  if  at  all.

     There  can  be  no  assurance  that you we be successful in raising capital
through  private  placements  or otherwise. Even if we are successful in raising
capital  through the sources specified, there can be no assurances that any such
financing would be available in a timely manner or on terms acceptable to us and
our  current  shareholders, Additional equity financing could be dilutive to our
then  existing  shareholders,  and  any debt financing could involve restrictive
covenants  with respect to future capital raising activities and other financial
and  operational  matters.

     LONG-TERM  DEBT.  On  December  31, 2001, the Company had long-term debt of
approximately  $15,700.  A significant portion of this debt is attributable to a
shareholder  loan.

                         ITEM 7.  FINANCIAL STATEMENTS.

     Please  see  the  Exhibit  FK-00.  The financial statements listed therein,
attached  hereto and filed herewith are incorporated herein by this reference as
though  fully  set  forth  herein.


             ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     The  following  text is repeated from our Current Report on Form 8-k, dated
August  28,  2000:

     "We  have  engaged  a new Independent Auditor, prospectively, to review and
comment  on  its next Annual Report, and to assist management in preparing other
current  reports. There has been no dispute of any kind or sort with any auditor
on  any  subject.  The  new  principal independent accounting firm is Merdinger,
Fruchter, Rosen & Corso, P.S., 888 7th Avenue, New York, NY 10106, 212-757-8400,
replacing  Todd  D.  Chisholm  cpa  of  Crouch, Bierwolf & Chisholm, our initial
principal  auditor.  The  decision  to  change  accountants  was recommended and
approved  by our new Board of Directors, following the change of control of this
Reporting  Corporation.  The  former  auditor,  Todd  D. Chisholm cpa of Crouch,
Bierwolf  &  Chisholm,  neither resigned nor declined to stand for election. The
former  auditor's reports on the financial statements for either of the past two
years  contained  no adverse opinion or disclaimer of opinion, nor were modified
as  to  uncertainty,  audit  scope or accounting principles. During the two most
recent  fiscal  years  and  later interim periods through the termination of the
client-auditor  relationship,  there were no disagreements of the type described
under  Item 304(a)(1)(iv)(A) of Regulation S-B. The firm of Merdinger, Fruchter,
Rosen  & Corso, P.C. was engaged by the Board of Directors as the new certifying
accountants  on  August  21,  2000."

     A  letter  addressed  to  the  Securities and Exchanges Commission from the
former auditor stating his agreement with the disclosures made in this filing is
filed  as  a exhibit 16.1 thereto, and is incorporated herein by this reference

                                       29
<PAGE>

                                    PART III


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The  following  persons are our officers and directors, having taken office
April 17, 2000 (with the exception of Mr. Zouvas who has served since October of
1999),  to  serve  until  the  next  meeting  of  shareholder.

     GARY  S.  SAUNDERS  is  the  President  and  Chief  Executive  Officer  of
eKnowledge.  Prior  to  starting  eKnowledge,  Mr. Saunders was the President of
Longacre/White  Patent  Education  ("LWPE"),  a  company  that offers Patent Bar
Review  courses. He is widely credited with taking LWPE to the number one market
share  position  in  less than a year in the face of stiff competition, a mature
market,  and  a  company  undergoing a name change. Mr. Saunders has produced an
Online  Bar  Exam  Review  Program  for  Practicing  Law Institute, the Nation's
leading  Continuing Legal Education provider. Mr. Saunders was also the Director
of  Operations  for  the  Western  United  States for West Publishing's West Bar
Review,  Vice  President  of  Bar  Review  Operations  for American Professional
Testing  Services, Inc., the parent company of Barpassers bar review, and on the
management  team  that  oversaw  the  Sum  &  Substance  product line, a line of
supplemental  study  aids  for law students. Prior to APTS, Mr. Saunders was the
Director  of  GRE/GMAT/LSAT/MCAT  Operations  for  the Western United States for
Bar/bri's  Professional  Testing  Centers,  then a market leader in the field. A
leading  expert  in both test preparation and sales and marketing to the student
market, Mr. Saunders has participated in the start up of two other companies. He
is  a  member  of  the  State  Bar  of  California,  a graduate of Brigham Young
University  and  University  of  San  Diego  School  of  Law,  and is one of the
principal  lecturers  in  eKnowledge's  initial Home LSAT program as well as the
eTestprep.com  SAT  program.

     SCOTT  HILDEBRANDT  is the author and a principal lecturer in the Home LSAT
program  and  a  coauthor  and  lecturer  in  the  eTestprep  SAT  program.  Mr.
Hildebrandt  is the Senior Vice President of Academics for eKnowledge as well as
a  partner  in  the  Silicon  Valley  law  firm  of  Hildebrandt and Welker. Mr.
Hildebrandt formerly created the curriculum for a San Francisco test preparation
company,  Columbia  Review  Course.  When  he  taught for Bar/bri's Professional
Testing  Centers  he  was  the  Western  United  States  top rated lecturer. Mr.
Hildebrandt  is  also  the  author of a line of study aids for law students. Mr.
Hildebrandt  is  a  member of the State Bar of California, a graduate of Brigham
Young  University  and  its  J.  Reuben  Clark  Law  School.

     CHRIS  DESANTIS  is currently the Director of the Online Bar Review Program
at  Practicing Law Institute. PLI, a non-profit organization founded in 1933, is
the  nation's  premier provider of continuing legal education programs. Prior to
PLI  Mr. DeSantis was with The Washington Post's Kaplan Division working in both
the  Test  Preparation  and  Online  Law School areas. As Director of Kaplan CPA
Review, Mr. DeSantis introduced the concept of Online Test Preparation for those
taking  the  CPA  examination.  He  was on the management team that designed and
implemented  the first Online Law School, Concord. Prior to Kaplan, Mr. DeSantis
was  a  Director  for  West  Bar  Review.  A  graduate of Swarthmore College and
California  Western  University  School  of  Law,  Mr.  DeSantis  is licensed to
practice  law  in  California,  New  Jersey,  New  York,  and  Pennsylvania.

     WAYNE  SAUNDERS began his career in Consumer and Commercial Finance, rising
to  the  level  of President of Universal Finance. From Finance Saunders went to
Manufacturing  in  the  Plumbing  and Air Conditioning Industries leading Wright
Manufacturing  to  the  market  share leader position. Saunders has successfully

                                       30
<PAGE>

started  many  businesses  including,  Life  Insurance, Manufacturing, Equipment
Rental,  Commodities  Investment,  Oil  Development, and Real Estate Development
companies.  Saunders is credited with starting TuneMatic, the quick auto tune up
with  a  6  month  or  6,000  mile guarantee that he originated and sold to Andy
Granatelli.  Tune-up Masters continues to lead the tune up industry. Saunders is
a  graduate  of  St.  Mary's  with  a  BA  in  Business  Administration.

     COMPLIANCE  WITH  SECTION  16(A)  OF  THE EXCHANGE ACT. Based solely upon a
review of Forms 3, 4 and 5 furnished to the Company, the Company is not aware of
any  person who at any time during the fiscal year ended December 31, 1998 was a
director,  officer,  or  beneficial owner of more than ten percent of the Common
Stock  of  the  Company,  and  who  failed  to  file, on a timely basis, reports
required  by  Section  16(a)  of the Securities Exchange Act of 1934 during such
fiscal  year.


                        ITEM 10.  EXECUTIVE COMPENSATION.

     There  has  been  no  compensation  of  Officers,  Directors, Executives or
employees  of  our  corporation  and  no  plan  of  compensation  is  presently
contemplated.

             The Remainder of this Page is Intentionally left Blank

                                       31
<PAGE>

    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

--------------------------------------------------------------------------------
  Name and Address of Beneficial Owner          Shares                     %
--------------------------------------------------------------------------------
Gary  S.  Saunders
527  Redwing  Circle
Corona CA 92882                              1,592,696                  36.8
Scott  Hildebrandt
1520  West  Sixth  Street,  Suite  101
Corona, CA  92880                              906,000                   2.9
Chris  DeSantis
1520  West  Sixth  Street,  Suite  101
Corona, CA  92880                              200,000                  1.02
Wayne  Saunders
1520  West  Sixth  Street,  Suite  101
Corona, CA  92880                               50,000                   0.6
All Officers and Directors as a Group       12,708,696                  40.5
Total Shares Issued and Outstanding (1)     31,361,430                 100.0

(1)  This  is the total issued and outstanding for reference only. It is not the
total  of  the  previous  columns.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.


             The Remainder of this Page is Intentionally left Blank

                                       32
<PAGE>

   ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


 (A)  FINANCIAL  STATEMENTS.  Please  see  Exhibit  Index  following.

 (B)  FORM  8-K  REPORTS.  None.

 (C)  EXHIBIT  INDEX.  Attached  hereto,  as Exhibit FK-00 are Audited Financial
Statements,  for  the  years  ended  December 31, 2001, and 2000.  The following
additional  documentary  exhibits  are  incorporated  by reference from our last
annual report, for the year ended December 31, 1999, unless otherwise indicated.

--------------------------------------------------------------------------------
 Exhibit           Description of Exhibit (Incorporated by Reference)
--------------------------------------------------------------------------------
2.1    ARTICLES OF MERGER AND PLAN OF REORGANIZATION: Delaware to Nevada
--------------------------------------------------------------------------------
3.1    ARTICLES OF INCORPORATION
--------------------------------------------------------------------------------
3.2    RESTATED ARTICLES OF INCORPORATION
--------------------------------------------------------------------------------
3.3    BY-LAWS
--------------------------------------------------------------------------------
16.1    Letter from former Auditor (Form  8-K: dated August 28, 2000.)
--------------------------------------------------------------------------------

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  individual  capacities  and  on  the
date  indicated.

                             EKNOWLEDGE GROUP, INC.


Dated:  April,  16,  2001

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

      /s/Wayne  Saunders
         Wayne  Saunders

                                       33
<PAGE>

--------------------------------------------------------------------------------
                                  EXHIBIT FK-00

                          AUDITED FINANCIAL STATEMENTS
                    FOR YEARS ENDING DECEMBER 31, 2000, 1999
--------------------------------------------------------------------------------

                                       34
<PAGE>

                             eKNOWLEDGE GROUP, INC.

                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

                                       35
<PAGE>

                                 C O N T E N T S



                                                            PAGE


INDEPENDENT  AUDITORS'  REPORT                                      37


CONSOLIDATED  BALANCE  SHEETS                                       38


CONSOLIDATED  STATEMENTS  OF  OPERATIONS                            39


CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS                           40


CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  EQUITY                  41


NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS                      42 - 51

                                       36
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


TO  THE  STOCKHOLDERS  AND  BOARD  OF  DIRECTORS  OF
 eKNOWLEDGE  GROUP,  INC.

We have audited the accompanying consolidated balance sheet of eKNOWLEDGE GROUP,
INC.  AND  SUBSIDIARY  as  of  December  31,  2001  and  2000,  and  the related
consolidated  statements of operations, stockholders' deficit and cash flows for
the  years  then  ended.  These  consolidated  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
eKNOWLEDGE  GROUP, INC. AND SUBSIDIARY as of December 31, 2001 and 2000, and the
consolidated  results of its operations and cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United States
of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company will continue as a going concern.  As discussed in Note 10 to
the  financial  statements,  the  Company  has  suffered  recurring  losses from
operations  and  its limited capital resources raise substantial doubt about its
ability  to  continue as a going concern.  Management's plans in regard to these
matters are also described in Note 10.  The consolidated financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


  /s/MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
     MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
     Certified Public Accountants

New  York,  New  York
February  15,  2002

                                       37
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31,

                                             2001                  2000
ASSETS
Current  assets
     Cash  and  cash  equivalents         $     22,744     $       33,889
     Accounts  receivable                        1,950                  -
     Inventory                                       -              6,638
     Employee  receivables                           -              3,293
     Prepaid  expenses                           2,962              3,750

     Total  current  assets                     27,656             47,570

Property and equipment, less
accumulated depreciation of
$20,593  and  $8,470                            59,062             68,975

Intangible assets, net of
accumulated amortization
of  $52,760  and  $16,416                       53,745             90,089

Deposits                                         7,637              7,637

          TOTAL  ASSETS                  $     148,100     $      214,271
                                         =================================

LIABILITIES  AND  STOCKHOLDERS'  DEFICIT
Current  liabilities
     Accounts  payable                   $     264,171     $      153,478
     Accrued  compensation                     738,351             92,998
     Notes  payable                             52,500              7,500
     Advances  from  shareholders              517,162             94,000
     Deposits  payable                           1,200              1,200
          Total  current  liabilities        1,573,384            349,176

Long-term  liabilities
     Deferred  liabilities                       2,701              5,516
     Loan  payable  -  shareholder              13,000             75,995
               Total  liabilities            1,589,085            430,687

Stockholders'  deficit
 Common stock, $.001 par value;
 50,000,000 shares
 authorized; 31,361,430 and
 15,155,556 shares
 issued and outstanding                         31,361              19,556
 Additional paid-in-capital                  2,056,357             914,762
 Accumulated deficit                        (3,528,703)         (1,150,734)
           Total stockholders' deficit      (1,440,985)           (216,416)

TOTAL  LIABILITIES  AND  STOCKHOLDERS'
 DEFICIT                                $      148,100      $      214,271
                                        ===================================

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

                                       38
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,



                                             2001                 2000
Sales                                  $     153,809     $        56,212

Cost  of  sales                              488,210             262,286

Gross  profit                               (334,401)           (206,074)

Selling, general and
 administrative expense                    1,932,401             934,187

Loss  before  other income
 and provision for income taxes           (2,266,802)         (1,140,261)
Interest  expense                            (50,486)               (813)
Finance  cost                                (64,843)                  -
Interest  income                                  92               6,639
Other  income                                  4,070               3,150

Loss before provision for income taxes    (2,377,969)         (1,131,285)
Provision  for  income  taxes                      -                   -

Net  loss                              $  (2,377,969)     $   (1,131,285)
                                       ==================================

Loss per share, basic and diluted      $           -      $        (0.06)
                                       ==================================

Weighted  average  shares  outstanding             -          18,272,223
                                       ==================================

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

                                       39
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,



                                                2001                 2000
CASH  FLOWS  FROM  OPERATING  ACTIVITIES
     Net  loss                            $  (2,377,969)     $  (1,131,285)
Adjustments to reconcile
net loss to net cash used
in  operating  activities
Depreciation and amortization                    52,728             23,633
Stock  based  compensation                      751,287             49,875
Expenses  paid  with  stock                     160,243                  -
Changes  in  assets  and  liabilities:
Accounts  receivable                             (1,950)                 -
Inventory                                         6,638              7,583
Employee  receivables                             3,293             (3,293)
Prepaid  expenses                                   788             (3,750)
Deposits                                              -             (7,637)
          Accounts  payable                     110,693            141,456
          Accrued  expenses                     645,353             92,198
          Deposits  payable                           -             (1,200)
               Deferred  liabilities              2,815              5,516
Net cash used in operating activities          (646,081)          (826,904)

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
   Acquisition of property and equipment         (3,760)           (75,388)
     Acquisition  of  intangible  assets              -            (25,000)
     Cash  acquired  through  acquisition             -            500,000
Net cash provided by investing activities        (3,760)           399,612

CASH  FLOWS  FROM  FINANCING  ACTIVITIES
  Net proceeds from sale of common stock        241,870            102,716
  Additional  paid-in  capital                        -            190,434
  Advances  from  shareholders                  360,167             94,000
  Proceeds  of  notes  payable                   45,000             75,995
  Repayment  of  note  payable                        -             (2,000)

Net cash provided by financing activities       647,037            461,145

Net  increase  in  cash  and cash equivalents    (2,804)            33,853

Cash and cash equivalents-beginning
 of period                                       25,548                 36

Cash and cash equivalents-December 31,   $       22,744     $       33,889
                                         ==================================

SUPPLEMENTAL  CASH  FLOW  INFORMATION
     Cash  paid  during  the  year  for:
          Interest                       $           86     $          813
                                         ==================================
          Income  taxes                  $            -     $            -
                                         ==================================

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

                                       40
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY
                             AS OF DECEMBER 31, 2001
<TABLE>
<CAPTION>
                                                                         Additional                       Total
                                                         Common  Stock     Paid-in    Accumulated      Stockholders'
                                                       Shares    Amount    Capital      Deficit      (Deficit) Equity
<S>                                                  <C>         <C>      <C>         <C>           <C>

Balance at January 1, 2000. . . . . . . . . . . . .  15,155,556  $15,156  $   11,462  $   (19,449)  $           7,169

Acquisition of public shell corporation . . . . . .   4,400,000    4,400     495,600            -             500,000
Additional cash received in acquisition . . . . . .           -        -     190,434            -             190,434
Shares transferred by shareholder for compensation.           -        -      39,875            -              39,875
Shares transferred by shareholder for consulting. .           -        -      10,000            -              10,000
Options issued in acquisition of domain name. . . .           -        -      64,675            -              64,675
Sale of treasury stock. . . . . . . . . . . . . . .           -        -     102,716            -             102,716

Net loss. . . . . . . . . . . . . . . . . . . . . .           -        -           -   (1,131,285)         (1,131,285)

Balance at December 31,  2000 . . . . . . . . . . .  19,555,556   19,556     914,762   (1,150,734)        (   216,416

Sale of shares for cash . . . . . . . . . . . . . .   5,120,277    5,120     236,750            -             241,870
Shares issued for services. . . . . . . . . . . . .   5,555,597    5,555     745,732            -             751,287
Shares issued for expense . . . . . . . . . . . . .     250,000      250      44,750            -              45,000
Shares issued for interest. . . . . . . . . . . . .     880,000      880      49,520            -              50,400
Finance cost attributed to shares sold below market           -        -      64,843            -              64,843

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

Balance at December 31, 2001. . . . . . . . . . . .  31,361,430  $31,361  $2,056,357  $(3,528,703)  $      (1,440,985
                                                   ===================================================================
</TABLE>

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

                                       41
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE  1  -          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

                         Nature  of  Operations

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

                         Basis  of  Presentation

On  April  17,  2000, Richmond Services, Inc. ("Richmond") and eKnowledge Group,
Inc.  ("eKnowledge")  executed  an Acquisition Agreement (the "Agreement"), that
provided  for  Richmond acquiring all of the issued and outstanding common stock
of  eKnowledge  and  changing  its  name  to  eKnowledge Group, Inc.  eKnowledge
changed  its name to eKnowledge Research Division, Inc. ("eKnowledge Research").
In  connection  with  the  transaction,  the shareholders of eKnowledge received
15,155,556  shares  of  Richmond  common  stock  for  their 15,155,556 shares of
eKnowledge  which  represented  77.5%  of  the  Company.  As  a  result  of this
transaction, the former shareholders of eKnowledge acquired or exercised control
over  a  majority  of  the shares of Richmond.  Accordingly, the transaction has
been  treated  for  accounting purposes as a recapitalization of eKnowledge and,
therefore, these financial statements represent a continuation of the accounting
acquirer,  eKnowledge,  not Richmond, the legal acquirer.  In accounting for the
transaction:

i)     eKnowledge  is  deemed  to  be  the  purchaser  and surviving company for
accounting  purposes.  Accordingly,  its  net assets are included in the balance
sheet  at  their  historical  book  values.

ii)     Control  of  the  net  assets  and  business  of  Richmond  was acquired
effective  April  17,  2000  (the  "Effective Date").  This transaction has been
accounted  for  as  a  purchase  of  the  assets  and liabilities of Richmond by
eKnowledge.  At  the Effective Date, Richmond had cash of approximately $500,000
and  some liabilities in the form of accounts payable.  These payables were paid
prior  to  the  effective  date  under  the  terms of the transaction agreement.

iii)     The  consolidated  statements  of  operations  and  cash  flows include
eKnowledge's  results  of  operations  and cash flows from June 1, 1999 (date of
inception)  and  Richmond's  results  of  operations  from  the  Effective Date.
Richmond  had  no  operations  subsequent  to  the  effective  date.

The  consolidated financial statements include the accounts of eKnowledge Group,
Inc.  and  its  wholely  owned  subsidiary eKnowledge Research.  All significant
intercompany  balances  and  transactions have been eliminated in consolidation.

                                       42
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE  1  -          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

                         Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenue  and  expenses  during the period presented.
Actual  results  could  differ  from  those  estimates.

                         Revenue  and  Expense  Recognition

Revenues  are  recognized  from  the sale of course publications as products are
shipped.  Other  revenues  are  recognized as earned or over the service period.
Cost  of sales includes the cost of production and development of related course
materials.  Such costs include professional consultation, printing, copying, and
related  promotional  materials  and  costs.

                         Cash  and  Cash  Equivalents

The  Company  considers  all  highly liquid investments
purchased  with  original  maturities  of  three  months  or  less  to  be  cash
equivalents.

                         Concentration  of  Credit  Risk

The  Company  places  its cash in what it believes to be credit-worthy financial
institutions.  However,  cash balances may exceed FDIC insured levels at various
times  during  the  year.

                         Fair  Value  of  Financial  Instruments

The  carrying  amounts  of  cash  and cash equivalents,
employee  receivables,  accounts payable, accrued expenses, shareholder advances
payable  and  notes  payable  approximate fair value due to the relatively short
maturity  of  these  instruments.

                         Property  and  Equipment

Property  and  equipment  are  stated  at  cost.  Repair  and
maintenance  costs  are  charged  against income as incurred, while renewals and
betterments are capitalized as additions to the related assets.  Depreciation is
provided  for  in amounts sufficient to relate the cost of depreciable assets to
operations  over  their  estimated  service  lives, primarily on a straight-line
basis.  The estimated service lives used in determining depreciation are five to
seven  years  for  computers,  software,  furniture  and  equipment.

Upon  retirement  or  sale, the cost and related accumulated depreciation of the
disposed  assets  are  removed  and  any  resulting  gain or loss is credited or
charged  to  operations.

                                       43
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE  1  -          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

                         Long-Lived  Assets

Long-lived  assets are reviewed for impairment whenever
events or changes in circumstances indicate that the related carrying amount may
not  be  recoverable.  Recovery  of  assets to be held and used is measured by a
comparison  of  the  carrying  amount of the assets to the future net cash flows
expected  to  be  generated  by  the asset.  If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying  amount  of the assets exceeds the fair value of the assets.  Assets to
be  disposed  of  are reported at the lower of the carrying amount or fair value
less  the  cost  to  sell.

                         Inventory

Inventory  consists  of  brochures,  posters,  banners,
t-shirts, handouts, audiotapes, and other related materials that are provided to
customers  who  purchase the products.  Inventory is valued at the lower of cost
or  market.  Cost  is  determined using the first-in, first-out ("FIFO") method.

                         Intangible  Assets

The  Company's  intangible  assets  include  all
intellectual  property,  including  course  names,  mailing lists, contracts and
licenses  for  Home  Education,  Home  LSAT,  the  World  Wide  Web  address  of
Home-LSAT.com,  eCorpED.com,  eAfterschool.com,  eTestPrep.com,  eLifeEd.com,
eClassicNotes.com,  and  eCollegeNotes.com.  A  license  from  the  Law  School
Admissions  Council,  Inc.  has  been  obtained  for  the  use  of prior testing
questions.

Additionally,  the  Company's intangible assets include
the  intellectual  property  rights  associated with the trademark "eKnowledge".
This includes all rights, interests and title to the name "eKnowledge" which has
been  registered  with  the  U.S.  Patent  and  Trademark  Office.

Intangible  assets are being amortized over a period of
three  years.

Should  events  or  circumstances  occur  subsequent  to  the  acquisition  of
intangibles  which bring into question the realizable value or impairment of the
related  intangible  asset,  the Company will evaluate the remaining useful life
and  balance  of  the  intangible  asset and make adjustments, if required.  The
Company's  principal  consideration  in  determining  an impairment includes the
strategic  benefit  to  the  Company  of  the  particular  asset  as measured by
undiscounted  current  and  expected  future  operating income of that specified
group  of  assets  and  expected  undiscounted  future  cash  flows.  Should  an
impairment  be  identified,  a  loss  would  be  reported to the extent that the
carrying  value  of  the related intangible asset exceeds the fair value of that
intangible  asset  as  determined  by  valuation  techniques available under the
circumstances.

                                       44
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE  1  -          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

                         Advertising

                         The  Company  expenses  advertising  costs  as they are
incurred.  Advertising  expense for the period ending December 31, 2001 and 2000
was  $1,745  and  $6,361  respectively.

                         Income  Taxes

                         Income  taxes  are  provided for based on the liability
method  of  accounting pursuant to Financial Accounting Standards Board ("FASB")
Statement  of  Financial  Accounting Standards ("SFAS") No. 109, "Accounting for
Income  Taxes".  The  liability  method requires the recognition of deferred tax
assets  and  liabilities  for  the expected future tax consequences of temporary
differences  between the reported amount of assets and liabilities and their tax
bases.

                         Comprehensive  Income

                         SFAS  No.  130,  "Reporting  Comprehensive  Income"
establishes  standards for the reporting and display of comprehensive income and
its  components  in the financial statements.  As of December 31, 2001 and 2000,
the Company has no items that represent comprehensive income and, therefore, has
not included a schedule of comprehensive income in the accompanying consolidated
financial  statements.

                         Earnings  Per  Share

                         The Company calculates earnings per share in accordance
with  SFAS  No.  128, "Earnings Per Share", which requires presentation of basic
earnings  per  share  ("BEPS")  and  diluted  earnings  per share ("DEPS").  The
computation  of  BEPS  is  computed  by  dividing  income  available  to  common
stockholders  by  the  weighted  average number of outstanding shares during the
period.  DEPS  gives  effect  to all dilutive potential common shares during the
period.

                         The  computation  of  DEPS  does not assume conversion,
exercise  or  contingent exercise of securities that would have an anti-dilutive
effect on losses.  At December 31, 2001, the Company had no potentially dilutive
securities  outstanding.

                         On  March 31, 2000, the Company effected a 15.156 for 1
stock  split.  All share and per share amounts presented have been retroactively
restated  to  reflect  this  stock  split.

                         Stock-Based  Compensation

                         The  Company  has adopted the intrinsic value method of
accounting for stock-based compensation in accordance with Accounting Principles
Board  Opinion  ("APB")  No.  25, "Accounting for Stock Issued to Employees" and
related interpretations.  The Company has adopted only the disclosure provisions
of  SFAS  No.  123, "Stock Based Compensation", for equity instruments issued to
employees.  The  Company applies all of the provisions of SFAS No. 123 to equity
instruments  issued  to  other  than  employees.

                                       45
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE  2  -          PROPERTY  AND  EQUIPMENT

Property and equipment is summarized as follows:

                                              December  31,
                                        2001                2000
   Furniture  and  equipment     $      70,010     $       67,800
             Software                    7,564              7,564
             Improvements                2,081              2,081
                                        79,655            77,445
  Less: Accumulated depreciation        20,593             8,470

           Net  book  value     $       59,062     $      68,975
                                ==================================

Depreciation  expense  recorded  in  the statement of operations for the periods
ended  December  31,  2001  and  2000  was  $12,123and  $8,059,  respectively.

Unamortized  computer  software  at  December  31,  2001  and  2000  was  $3,782
and$6,303.  Amortization  of  computer software was $2,521 and $1,261 during the
years  ended  December  31,  2001  and  2000.

NOTE  3  -          INTANGIBLE  ASSETS

                         Amortization  of intangibles included in the statements
of  operations  for the periods ended December 31, 2001 and 2000 was $36,344 and
$15,574,  respectively.

In  August 2000, the Company purchased the domain name and mark "eKnowledge.com"
for  $25,000  in  cash  and an option to purchase 32,500 shares of the Company's
common  stock,  exercisable at $0.01 per share at any time beginning May 1, 2001
for  a  term  of four years from May 1, 2001.  These options have been valued at
$64,675  using  the  Black  Sholes  option  pricing  model  with  the  following
assumptions:  risk-free  interest  rate  of  5.5%;  volatility  of 42%; expected
dividend rate of 0%; expected life of 4.75 years.  The fair value of the options
has  been  added  to the cost, for an aggregate amount of $89,675.  The purchase
gives  the  Company all rights, title and interest in the trademark "eKnowledge"
as  registered  and  maintained  by  the  U.S.  Patent  and  Trademark  Office.

The  options  were  exercised  during  2001.

                                       46
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  4  -     NOTES  PAYABLE

          Convertible  Promissory  Notes

     The  Company  entered  into  a  convertible  promissory note agreement with
Margie Whistler for $20,000 for consulting services.  The note bears interest at
5  percent  per  annum.  Principle  and  any  accrued  interest shall be due and
payable  upon  the  closing  of a subsequent equity financing undertaken for the
purpose  of  raising  proceeds,  or October 12, 2001, if no subsequent financing
takes  place.  The provisions for conversion are available upon the closing of a
subsequent  financing prior to October 12, 2001, and provide that the holder may
choose to have the balance due of this note plus all accrued and unpaid interest
thereon automatically converted into shares of the Company's stock at a price of
$1.50  per share.  As of December 31, 1999, the Company had incurred expenses on
the  contract  in  the  amount  of $10,000 and paid $500.  During the year ended
December  31,  2000,  the  Company  paid $2,000 towards the note.  Additionally,
during  the  same period, the Company incurred expenses for the contract balance
of  $10,000.  On March 31, 2000, the holder of the note accepted 6,667 shares of
common  stock  as  payment  of  the  additional  $10,000.  These  shares  were
transferred  by  the  majority  shareholder  of  the  Company.

     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.

NOTE  5  -     CAPITAL  STOCK

     On  April  17, 2000, Richmond issued 15,155,556 shares of stock for all the
stock  -  15,155,556 shares - of eKnowledge.  Before the transaction, there were
4,400,000  shares  of Richmond outstanding.  After the transaction the ownership
of  Richmond  was  as  follows:

                                              Shares          Percent
          Original  shareholders
            (including  public  owners)     4,400,000             22.5
          Former  owners  of  eKnowledge   15,155,556             77.5
               Total                       19,555,556            100.0
                                          =============================

     Because  the  former  owners  of eKnowledge obtain control of Richmond, the
transaction  would  normally  be  considered a purchase by eKnowledge.  However,
since  Richmond  is  not  a  business,  the  transaction  is  accounted for as a
recapitalization  of  eKnowledge  and  the  issuance  of  stock  by  eKnowledge
(represented  by  the  outstanding  shares  of  Richmond)  for  the  assets  and
liabilities of Richmond.  The value of the net assets of Richmond is the same as
their  historical  book  value.  As  part  of  this  recapitalization,  Richmond
shareholders  agreed  to  pay  all liabilities existing prior to the date of the
transaction.  Richmond's  liabilities  prior to the transaction were immaterial.

                                       47
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  5  -     CAPITAL  STOCK  (Continued)

     For  the  recapitalization,  the  Company's equity accounts are restated to
reflect  the  4,400,000  shares of the original shareholders of Richmond and the
15,155,556  shares  issued  based  on  the  ratio  of the exchange of 15,155,556
Richmond  shares for 15,155,556 of eKnowledge shares.  Currently, the Company is
authorized to issue up to 50,000,000 shares of the common stock with a par value
of  $.001  per  share.

     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 December 31, 2001, none of these shares
are  reflected  as  issued  and  outstanding  in  the  financial  statements.

NOTE  6  -          INCOME  TAXES

The components of the provision for income taxes are as
follows:

                                              December  31,
                                         2001              2000
Current  Tax  Expense
U.S.  Federal                      $           -     $           -
State  and  Local                              -                 -
Total  Current                                 -                 -

Deferred  Tax  Expense
U.S.  Federal                                  -                 -
State and Local                                -                 -
Total  Deferred                                -                 -

The  reconciliation of the effective income tax rate to
the  Federal  statutory  rate  is  as  follows:

                                              December  31,
                                         2001              2000
Federal Income Tax Rate                    (34.0)%            (34.0)%
Effect  of  Valuation  Allowance            34.0 %             34.0 %
    Effective  Income  Tax  Rate            0.0  %              0.0 %
                                        ==============================

At December 31, 2001, the Company had net carry-forward
losses  of  approximately  $3,464,000.  Because  of  the  current uncertainty of
realizing  the benefit of the tax carry-forwards, a valuation allowance equal to
the  tax  benefit for deferred taxes has been established.  The full realization
of the tax benefit associated with the carry-forwards depends predominantly upon
the  Company's  ability  to  generate  taxable  income  during the carry-forward
period.

                                       48
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE  6  -     INCOME  TAXES  (Continued)

Deferred tax assets and liabilities reflect the net tax
effect  of  temporary  differences  between  the  carrying  amount of assets and
liabilities  for  financial  reporting  purposes and amounts used for income tax
purposes.  Significant  components  of  the  Company's  deferred  tax assets and
liabilities  are  as  follows:

Deferred  Tax  Assets
Loss  Carry-forwards                          $   1,178,000
Less:  Valuation Allowance                       (1,178,000)
Net  Deferred  Tax Assets                     $           -
                                              ==============

Net  operating  loss  carry-forwards  expire  in  2019
through  2021.

NOTE  7  -          NON-CASH  FINANCIAL  ACTIVITIES

During  the  year  ended December 31, 2001, the Company
had  the  following  non-cash  activities:

-     The  Company  issued 5,557,597 shares of common stock, valued at $751,287,
for  services.

-     The Company issued 1,130,000 shares of common stock, valued at $95,400, as
payment  for  expenses.

During  the  year  ended December 31, 2000, the Company
had  the  following  non-cash  activities:

-     The  Company issued options valued at $64,675 as partial consideration for
the  acquisition  of  intangible  assets.

-     The  Company's  principal shareholder transferred certain of his shares of
the  Company's  common  stock  to  employees and others.  These shares have been
valued  at  an  aggregate  of  $49,875,  and charged to expense in the financial
statements.

-     The Company's principal shareholder returned 116,000 of his shares, valued
at  $191,771  to the Company, for no consideration, to be held as treasury stock
for  future  resale.  These  shares were sold for gross proceeds of $116,000 and
net  proceeds  of  $102,716.

                                       49
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE  8  -          COMMITMENTS  AND  CONTINGENCIES

                         The  Company  conducts  its  operations  in  facilities
occupied  pursuant  to  a lease expiring August 31, 2003.  The lease calls for a
current  monthly rent of $2,114 plus common area charges of $729 per month.  The
lease also provides for scheduled annual increases in both the rental and common
area  charges.  The  landlord  may  cancel  or terminate the lease at anytime by
giving  a  75  day  prior  written notice.  Future minimum lease payments are as
follows:

                              2002          $  34,646
                              2003             23,592

                         Rent  expense  included  in the statement of operations
for  the  years  ended  December  31,  2001  and  2000  is  $38,577 and $48,340,
respectively.

NOTE  9  -          ADVANCES  FROM  SHAREHOLDERS

                         The  Company  has received advances from 3 shareholders
aggregating  $530,162 and $94,000 at December 31, 2001 and 2000.  These advances
bear  no  interest  and  are  repayable  upon  demand.

NOTE  10  -     GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company  as a going concern.  However, the Company has experienced net operating
losses  of  $3,528,703  since  inception  and  has  a working capital deficit of
$1,546,728.  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.

NOTE  11  -     TREASURY  STOCK

     The  principal shareholder of the Company has donated 116,000 shares of his
common  stock  to  the  Company  as  treasury stock.  The value of these shares,
$191,771,  has  been  recorded as treasury stock, with a corresponding credit to
additional  paid-in  capital.  These  shares  were  sold  for  gross proceeds of
$116,000.  The  entire  amount  has  been  credited  against  treasury  stock.

                                       50
<PAGE>

                      eKNOWLEDGE GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000




NOTE  12  -     SUBSEQUENT  EVENTS

In February 2002,  the  Company  issued 5,474,653 shares of common stock.

                                       51
<PAGE>