As filed with the Securities and Exchange Commission on June 5, 2001 United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - -------------------------------------------------------------------------------- SEC File Number: 333-62286 EKNOWLEDGE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 76-040898 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1520 W. Sixth Street, Suite 101, Corona, CA 92882 (Address of Principal Executive Offices) (Zip Code) 2001 STOCK COMPENSATION PLAN (Full Title of Plan) William Stocker attorney at law 34190 Sepulveda Avenue, Suite 200 Capistrano Beach CA 92624 phone (949) 487-7295, fax (949) 487-7285 CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Title of | Amount to | Proposed | Proposed | Amount of | Securities | be Registered | Maximum | Maximum | Registration| To be | | Offering Price | Aggregate | Fee | Registered | | Per Unit | Offering Price | | - -------------------------------------------------------------------------------- Common Stock| N/A | N/A | N/A | N/A | $0.001 | | | | | Par Value | | | | | - -------------------------------------------------------------------------------- EXPLANATORY NOTE In accordance with General Instruction E to Form S-8, this Amendment No. 2 to the registration statement on Form S-8 is being filed solely to amend the signature page for the Post-Effective Amendment No. 1 on Form S-8 as filed on February 1, 2002. The Issuer has elected to file the signature page with the current officers and directors rather than the persons appointed as officers and directors at the time of the original Registration Statement on Form S-8 as filed June 5, 2001. 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Corona, State of California, on the 5th day of February, 2002. EKNOWLEDGE GROUP, INC. By: /s/ Gary Saunders Gary Saunders Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed below by the following persons in the capacities and on the dates indicated. By: /s/ Gary Saunders Gary Saunders, Board of Directors Dated: February 5, 2002 By: /s/ Scott Hildebrandt Scott Hildebrandt, Board of Directors Dated: February 5, 2002 By: /s/ Christopher DeSantis Christopher DeSantis, Board of Directors Dated: February 5, 2002 By: /s/ Wayne Saunders Wayne Saunders, Board of Directors Dated: February 5, 2002 2