Eknowledge Group, Inc. and Gary S. Saunders

SECURITIES EXCHANGE ACT OF 1934
Release No. 48364 / August 19, 2003

ADMINISTRATIVE PROCEEDING
File No. 3-11227

In the Matter of EKNOWLEDGE GROUP, INC., and GARY S. SAUNDERS, Respondents.

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ORDER INSTITUTING CEASE-AND-DESIST PROCEEDINGS, MAKING FINDINGS, AND IMPOSING A CEASE-AND-DESIST ORDER PURSUANT TO SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934

I.

The Securities and Exchange Commission ("Commission") deems it appropriate that cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against Eknowledge Group, Inc. ("Eknowledge") and Gary S. Saunders ("Saunders") (collectively "Respondents").

II.

In anticipation of the institution of these proceedings, Respondents have submitted an Offer of Settlement (the "Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over them and the subject matter of these proceedings, Respondents consent to the entry of this Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order Pursuant to Section 21C of the Securities Exchange Act of 1934 as set forth below.

III.

On the basis of this Order and Respondents' Offer, the Commission finds that:

1. Eknowledge is a Nevada corporation located in Corona, California. The company is in the business of providing educational training courses over the Internet and through other media sources. Eknowledge stock is registered pursuant to Section 12(g) of the Exchange Act and is quoted on the Bulletin Board (a quotation service operated by the NASD). As of June 30, 2002, Eknowledge had 37,271,887 shares of its common stock issued and outstanding.

2. Saunders, 41 years old, is a resident of Corona, California and is the president and chief executive officer of Eknowledge. He has no disciplinary history.

3. Between January 2 and March 11, 2002 Saunders reviewed three press releases, which were disseminated by Eknowledge and an entity owned by a third party. Saunders also caused the releases to be posted on Eknowledge's Internet website. The releases contained false and misleading statements concerning: (1) financing commitments made to Eknowledge by the entity owned by the third party; (2) revenue projections derived from an agreement with a related entity; (3) the financial experience of the third party; and (4) the assets of the entity owned by the third party. At a minimum, Saunders acted recklessly with regard to making these statements. Eknowledge, through the conduct of Saunders, also acted recklessly at a minimum.

4. As a result of the conduct described above, Saunders and Eknowledge violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, which prohibit fraudulent conduct in connection with the purchase or sale of securities.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions specified in Respondents' Offer.

ACCORDINGLY, IT IS HEREBY ORDERED:

Pursuant to Section 21C of the Exchange Act that Eknowledge and Saunders cease and desist from committing or causing any violations and any future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

By the Commission.

Jonathan G. Katz Secretary