United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A

               [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           For the Year ended 12/31/03

                        Commission File Number: 000-30565

                               KNW NETWORKS, INC.

                                    formerly
                            KNOWLEDGE NETWORKS, INC.
Nevada                                                                91-2014670
(Jurisdiction  of  Incorporation)         (I.R.S. Employer  Identification  No.)

24843  Del  Prado,  Suite  318,  Dana  Point,  CA                          92629
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:         (949)  487-7295

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

Securities  registered  pursuant  to  Section  12(g)  of  the  Act: Common Stock

As  of  December  31,  2002  Common  shares  issued  and  outstanding: 2,844,321

As of December 31, 2002, 1,885,989 shares of shares of Common Stock were held by
non-affiliates, with a market value calculated at $660,096, based on closing low
bid  of  $0.35  per share. Bid prices for thinly traded issues may be unreliable
and  subject  to  considerable  volitivity  on  very  modest  volume.

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
(Section  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.)

Transitional Small Business Disclosure Format (check one): yes [  ]  no [X]

This amendment is being made to include Section 906 of the Sarbanes Oxley Act.

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                    CERTIFICATIONS  PURSUANT  TO  SECTION  906

I,  Marlene  Roepke,  certify  that:

1.  I  have  reviewed  this  annual report on Form 10-KSB of KNW Networks, Inc.;

2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)  presented  in  this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors  (or  persons  performing  the  equivalent
functions):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  April  24,  2003

/s/Marlene  Roepke
Marlene  Roepke
President  /  Director

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