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

FORM 10-QSB

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

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

COMMISSION FILE NUMBER: 000-28881

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

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

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

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

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

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

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

(unaudited) (audited)
September 30, 2002 December 31, 2001
------------------- ------------------

ASSETS
CURRENT ASSETS
Cash and Cash Equivalents . . . . . . . . . . 25,691 22,744
Accounts Receivable . . . . . . . . . . . . . 36,350 1,950
Prepaid Expenses. . . . . . . . . . . . . . . - 2,962
TOTAL CURRENT ASSETS. . . . . . . . . . . . . 62,041 27,656
PROPERTY AND EQUIPMENT
Furniture and Equipment . . . . . . . . . . . 82,994 79,655
Less: Accumulated Depreciation. . . . . . . . (32,986) (20,593)
------------------- ------------------
PROPERTY AND EQUIPMENT, NET . . . . . . . . . 50,008 59,062
OTHER ASSETS
Deposits - Rent . . . . . . . . . . . . . . . 7,636 7,637
Intangible Assets . . . . . . . . . . . . . . 106,505 106,505
Less: Accumulated Amortization. . . . . . . . (79,386) (52,760)
TOTAL OTHER ASSETS. . . . . . . . . . . . . . 34,755 61,382
------------------- ------------------
TOTAL ASSETS. . . . . . . . . . . . . . . . . 146,804 148,100
=================== ==================

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

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

EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
FOR NINE MONTHS AND QUARTERS ENDED SEPTEMBER 30, 2002 AND 2001

(UNAUDITED) (UNAUDITED)
NINE MONTHS ENDED QUARTER ENDED
SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
- ----------------------------------------------------------------------------------------------------

Sales $366,289 $81,292 $145,118 $19,129
Cost of sales 159,404 358,097 29,993 219,191
------------ ------------ ------------ ------------
Gross profit 206,885 (276,805) 115,125 (200,062)

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

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

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

EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

(unaudited) (unaudited)
September 30, 2002 September 30, 2001
- --------------------------------------------------------------------------------------

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

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

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

CASH BALANCE AT END OF PERIOD. . . . . . . 25,689 11,916
==================== ====================

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

EKNOWLEDGE GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY
AS OF SEPTEMBER 30, 2002
(UNAUDITED)

ADDITIONAL TOTAL
COMMON STOCK PAID-IN ACCUMULATED STOCKHOLDERS'
DESCRIPTION SHARES AMOUNT CAPITAL DEFICIT EQUITY
- ------------------------------------------------------------------------------------------------------------

BALANCE, DECEMBER 31, 2001. . . . . . . 31,361,430 31,361 2,056,357 (3,528,703) (1,440,985)
-
Shares issued for cash. . . . . . . . . 1,890,356 1,890 112,208 - 114,098
Finance costs attributed to shares sold 35,217 - 35,217
Shares issued for services. . . . . . . 1,439,644 1,440 57,734 - 59,174

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

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

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

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

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

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

INTERIM FINANCIAL INFORMATION

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

NOTE 2 - NOTES PAYABLE

NOTE PAYABLE

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

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

NOTE 3 - CAPITAL STOCK

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

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

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

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

NOTE 4 - NON-CASH FINANCIAL ACTIVITIES

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

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

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

NOTE 5 - GOING CONCERN

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

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

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

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

OVERVIEW

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

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

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

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

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

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

EKNOWLEDGE PRODUCTS:

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

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

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

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

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

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

COLORADO - Lakewood, Englewood

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

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

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

KENTUCKY -Covington

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

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

OHIO -Dublin

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

EKNOWLEDGE JOINT VENTURES:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

RESULTS OF OPERATIONS

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

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

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

REVENUE

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

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

COST OF SALES

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

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

SALES AND MARKETING

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

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

GENERAL AND ADMINISTRATIVE

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

FUNDING ANALYSIS

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

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

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

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

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

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

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

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

SIGNATURES

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

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

/s/Wayne Saunders
Wayne Saunders

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EXHIBIT A

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

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

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

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

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

DATED: November 19, 2001

/s/Gary Saunders
Gary Saunders
Chief Executive Officer

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

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

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

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

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

DATED: November 19, 2001

/s/Gary Saunders
Gary Saunders
Chief Executive Officer