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

                                   FORM 10-KSB

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

                           For the Year ended 12/31/01

                        Commission File Number: 000-30565

                            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,  2001  Common  shares  issued  and outstanding: 71,675,780

As  of April 30, 2002 Post-split Common shares issued and outstanding: 7,167,585

As  of  April  30, 2002, 1,667,585 shares of shares of Common Stock were held by
non-affiliates,  with  a market value calculated at $16,675.85, based on closing
low  bid  of  $0.10  per  share.

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 (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]


                                               Exhibit Index is found on page 12

                                        1
<PAGE>

INTRODUCTION                                                                   3

PART  I                                                                        3

ITEM  1.  Description  of  Business                                            3
      (a)  Historical  Information                                             3
      (b)  The  Acquisitions  that  Weren't                                    5
      (c)  No  Business  of  Registrant                                        5
      (d)  Financing  Plans                                                    5
      (e)  Planned  Acquisitions                                               5
      (f)  Employees                                                           5

ITEM  2.  Description  of  Property                                            5

ITEM  3.  Legal  Proceedings                                                   5

ITEM  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          5

PART  II                                                                       6

ITEM  5.  Market  for  Common  Equity  and  Stockholder  Matters               6
      (a)  Market  Information                                                 6
      (b)  Holders                                                             6
      (c)  Dividends                                                           6
      (d)  Sales  of  Unregistered  Common  Stock  2001                        6

ITEM  6.  Management's  Discussion  and  Analysis  or Plan of Operation        7
      (a)  Plan  of  Operation  for  the  next  twelve  months                 7
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                          7

ITEM  7.  Financial  Statements                                                8
      (a)  Audit  Committee                                                    8
      (b)  Financial  Statements                                               8

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

PART  III                                                                      9

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

ITEM  10.  Executive  Compensation                                            10

ITEM  11.  Security Ownership of Certain Beneficial Owners and Management     11

ITEM  12.  Certain  Relationships  and  Related  Transactions                 11

ITEM  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   12
      (a)  Financial  Statements                                              12
      (b)  Form  8-K  Reports                                                 12
      (c)  Exhibits                                                           12

                                        2
<PAGE>

                                  INTRODUCTION


     This  Registrant  (Reporting  Company)  has  elected  to  refer  to itself,
whenever  possible,  by  normal  English pronouns, such as "We", "Us" and "Our".

     This  Form  10-KSB  contains  forward-looking  statements.  Such statements
include  statements  concerning  plans,  objectives,  goals,  strategies, future
events,  results  or  performances,  and  underlying  assumptions  that  are not
statements  of  historical  fact.  This  document  and any other written or oral
statements  made  by  us or on our behalf may include forward-looking statements
which  reflect  our  current views, with respect to future events or results and
future financial performance. Certain words indicate forward-looking statements,
words  like  "believe",  "expect",  "anticipate",  "intends",  "estimates",
"forecast",  "projects",  and  similar  expressions.


                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.

 (A)  HISTORICAL  INFORMATION.

     (1)  FORM AND YEAR OF ORGANIZATION. Knowledge Networks, Inc. ("we, "us," or
"our")  was  incorporated  in  the  State  of  Nevada  on  December  23,  1998.

     On  or  about  October  25, 2000, we effected a forward split of our common
stock  1.333  shares  for every one share. Accordingly, post-split share amounts
are  used  throughout.

     On  June  21,  2001  Effect a reverse split of 10:1 such that for every ten
shares  owned  one  share.

     On  February  14,  2002,  we approved a reverse split of 10:1 such that for
every  ten  shares  owned  one  share  shall  be  issued.

             The Remainder of this Page is Intentionally left Blank

                                        3
<PAGE>

<TABLE>
<CAPTION>
                                                                                           Post Rev
                                                             Post Forward Split 10/00     Split 6/01
------------------------------------------------------------------------------------------------------
<S>                                                                <C>                     <C>
Initial  issuance  8,020,000  pursuant  to Section 4(2)
of the Securities Act of 1933                                         10,690,660             1,069,066

We  placed  980,000  for  cash,  at $0.01 per share,
on or about December 17 and December  21,  1998,  490,000
shares  each,  to  two  sophisticated  affiliate
investors,  pursuant  to  Rule  504  of  Regulation D.                 1,306,340               130,634

On  March  30,  1999,  we  offered  and placed 1,035,000
shares of common stock, pursuant  to  Rule  504,  at  $0.10
per  share  to  12 sophisticated investors.                            1,379,655               137,966

On  that  same  date,  249,250  shares of common stock
were issued, at $0.10 per share,  pursuant  to  Regulation
D,  Rule  504,  as  compensation for legal and professional
services.                                                                332,250                33,225

On that same date, we compensated three individuals for
services to the Company, valued  at  $77.50, at $ 0.001
per share, issuing 77,500 shares of common, stock pursuant
to  Section  4(2).                                                       103,308                10,331

On  September  20,  2000, we issued 25,338,000 shares to
at par value $0.001 per share,  pursuant  to  sec  4(2)               33,775,554             3,377,555

On  October  23,  2000,  we  accepted  Intrepid
International's  voluntarily cancellation  of  10,000,000
shares  of  its  common  stock                                       (13,330,000)           -1,333,000
                        Subtotal December 31, 2000:                   34,257,767             3,425,777
                                                                  -------------------------------------
                                            Carried                   34,257,767             3,425,777
                                                                  -------------------------------------
On  February  20,  2001,  we  accepted  Intrepid
International's  voluntary cancellation  of  17,500,000
shares  of  its  common  stock.                                      (17,500,000)           -1,750,000
                                                                  -------------------------------------
On  June  21, 2001 Effect a reverse split of 10:1 such
that for every ten shares owned  one  share  was  issued              16,757,767             1,675,777
                                                                  =====================
carried                                                                                      1,675,777
On July 14, 2001, we issued new investment shares
for officer compensation.                                                                   50,000,000

On  July  22,  2001, we issued a total of 20,000,000
shares to four providers of professional  services,
pursuant  to  registration.                                                                 20,000,000
                                                                                        ---------------
Round Up                                                                                             3
                                                                                        ---------------
Total December 31, 2001                                                                     71,675,780
                                                                                        ===============
On  February  14,  2002, we approved a reverse split
of 10:1 such that for every ten  shares owned one share
shall be issued, (an additional 7 shares were issued
for  rounding  up).                                                                          7,167,585
                                                                                        ===============
</TABLE>

                                        4
<PAGE>

 (B)  THE  ACQUISITIONS  THAT  WEREN'T.  We  did not and will not acquire MPower
Technologies,  Inc,  or  proceed  with  the  licensing  agreement  with  Mpower,
previously  reported.  We  did not and will not acquire Proton Laboratories LLC.

 (C)  NO  BUSINESS  OF  REGISTRANT.  We  have  no present business or productive
assets.  We will seek to find one or more profitable business opportunities when
market and financial conditions are more favorable. We are substantially dormant
at  this  time.

 (D)  FINANCING  PLANS.  For  more  information,  please  see Item 6 of Part II,
Management's  Discussion  and  Analysis.

 (E)  PLANNED  ACQUISITIONS.  There  are  no  planned  acquisitions.

 (F)  EMPLOYEES.  We  have  one  Officer/Director  remaining.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     None.


                           ITEM 3.  LEGAL PROCEEDINGS.

     There  are  no  legal  proceedings  pending, threatened or suspected, by or
against  our  Corporation,  as  of  the  preparation  of  this  Report.


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

     None.

             The Remainder of this Page is Intentionally left Blank

                                        5
<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  Company's  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. Based upon standard reporting sources, the following information is
provided:

                           quarter   high bid    low bid     volume
                           -----------------------------------------
                           1st 2000     NA       NA              NA
                           2nd 2000     NA       NA              NA
                           3rd 2000     NA       NA              NA
                           4th 2000     2.70     1.90       687,800
                           1st 2001     2.18     2.10       870,000
                           2nd 2001     2.90     0.31       520,000
                           3rd 2001     1.00     0.13       200,000
                           4th 2001     2.00     0.14       600,000
                           1st 2002     2.00     0.10     1,800,000

     The  foregoing  price information is based upon inter-dealer prices without
retail  mark-up,  mark-down  or  commissions  and  may  not  reflect  actual
transactions.  SOURCE:  Bloomberg

 (B)  HOLDERS.   Management  calculates  that  the  approximate  number  of
shareholders  of  record of the Company's Common Stock, as of December 31, 2001,
was  14, and over 200 Beneficial 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  2001.  On July 14, 2001, we issued
50,000,000  new  investment shares for officer compensation, pursuant to Section
4(2)  of  the  Securities  Act  of  1933.

                                        6
<PAGE>

       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     Management's  discussion and analysis is intended to be read in conjunction
with  our  audited  financial  statements  and  the  notes attached to them. The
following  statements  may  be  forward looking in nature and actual results may
differ  from  forward  looking  statements.

 (A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. We do not expect any business
activity  in  the  period  before  May  30,  2002.  We  have  no estimate of our
opportunities  for  the  first  six  months  of  2002.

     (1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. None
at  this  time.

     (2)  SUMMARY  OF  PRODUCT  RESEARCH  AND  DEVELOPMENT.  None.

     (3)  EXPECTED  PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None at
this  time.

     (4)  EXPECTED  SIGNIFICANT  CHANGE  IN  THE  NUMBER  OF  EMPLOYEES.  None.


 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Our  independent  auditor  has  indicated  the following material information in
notes  to our financial statements: (2-Going Concern) The accompanying financial
statements have been prepared assuming that the Company will continue as a going
concern.  The  Company is dependent upon raising capital to continue operations.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty. It is management's plan to raise capital in
order  to  define  their  business operations, thus creating necessary operating
revenues.  We  have  enjoyed  no  revenues  since  inception.

<TABLE>
<CAPTION>
<S>                             <C>              <C>             <C>
                                                                 Inception
                                                                 December
                                For the Years.  For the Years      1999
                                    Ended.          Ended            To
 Operations                      December 31.    December 31    December  31
 Selected Information. . . . .       2001            2000           2001
---------------------------------------------------------------------------
Revenues:. . . . . . . . . . .  $            0   $           0   $       0
                                ---------------  --------------  ----------
 Total Revenues. . . . . . . .               0               0           0
---------------------------------------------------------------------------
General and Administrative . .               0               0           0
                                ---------------  --------------  ----------
 Total Expenses. . . . . . . .               0               0           0
---------------------------------------------------------------------------
Loss: Discontinued Operations.        (314,877)        (44,771)   (443,283)

Gain on disposal of Operation.         133,499               0     133,499
                                ---------------  --------------  ----------
 Loss. . . . . . . . . . . . .        (181,378)        (44,771)   (309,784)
---------------------------------------------------------------------------
Net (Loss) . . . . . . . . . .        (181,378)        (44,771)   (309,784)
===========================================================================
</TABLE>



     There  can  be  no  assurance that we will be successful at any time in the
future.  We  expect to remain dormant for the balance of 2002. Even in the event
that  we launch or acquire a business, there can be no assurance of our success,
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.

                                        7
<PAGE>

                         ITEM 7.  FINANCIAL STATEMENTS.

 (A)  AUDIT  COMMITTEE.  The Audit Committee of this Corporation for this fiscal
year  consists  of the our Board of Directors. Management is responsible for our
internal  controls and the financial reporting process. Our independent auditors
are  responsible for performing an independent audit of our financial statements
in  accordance  with  generally  accepted  accounting  standards  and to issue a
report  thereon.  It  is the responsibility of our Board of Directors to monitor
and  oversee  these  processes.  In  this context the Committee has met and held
discussions  with  management  and  the  independent  accountants.  Management
recommended  to  the  Committee  that  our financial statements were prepared in
accordance  with generally accepted accounting principles, and the Committee has
reviewed  and  discussed  the  financial  statements  with  Management  and such
independent  accountants,  matters  required  to  be  discussed  by Statement on
Auditing Standards No. 61 (Communication with Audit Committees). Our independent
accountants  also  provided to the Committee the written disclosures required by
Independence  Board  Standard  No.  1  (Independence  Discussions  with  Audit
Committees),  and  the Committee discussed with the independent accountants that
firm's  independence.

     Based  upon  the Committee's discussions, and review, of the foregoing, the
Committee recommended that our audited financial statements in our Annual Report
on  Form  10-KSB for the year ended December 31, 2001 be included and filed with
the  Securities  and  Exchange  Commission.

 (B) FINANCIAL STATEMENTS. Audited Financial Statements for years ended December
31,  2001  are provided as Attachment FK-01, attached hereto, filed herewith and
incorporated  herein  by  this  reference  as though fully set forth herein. Our
Statement of Operations have been selectively reproduced in the preceding Item 6
and  discussed  therein.


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

     None.

             The Remainder of this Page is Intentionally left Blank

                                        8
<PAGE>

                                    PART III


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

     We  have experienced a year of unexpected changes, due to a wide variety of
factors.  We  have  attempted  several acquisitions programs, none of which were
ultimately  consummated.  There  have  been  other  factors affecting the United
States  as  a whole, resulting in continuously uncertain market conditions. As a
result  of  these  many  factors,  we  report  several  changes in our corporate
offices.

     It  is  important  to bear in mind, that during this year 2001, we were not
engaged in business operations, but preoccupied with reorganization efforts. The
following disclosure reports those persons who served during the year covered by
this  Report.

     JAY ROBERGE, became our president effective December 6, 2000, in connection
with  a proposed acquisition which did not occur. He has an extensive background
in  sales  and  marketing,  as well as communications. He was Chairman of Tehama
Ventures  Ltd., a venture catalyst from 1999 to present. From 1998 through 2000,
Mr.  Roberge was President and Chief Executive Officer of Clever Communications,
Inc.,  an  internet  video  streaming  company.  From  1995 to 1999, he was Vice
President  of  Sales and Marketing of Internet Direct, Inc., an internet service
provider.

     On  April  23,  2001,  shareholder action elected a new board of directors,
consisting  of  a  former  officer  as  sole  remaining  officer/director.

     JEFFREY  A.  HARRY  assumed corporate office on April 23, 2001. He had held
corporate office in previous years. He is a Microsoft Certified Systems Engineer
(MSCE),  with  highly  specialized  training  in  windows  based  networks.  His
education  also  includes  training  in  Novell  and  MS-Dos software as well as
hardware  components  and  computer network assembly. His training also includes
extensive  knowledge  of  software  such as Windows NT, Windows 3.x, Windows 95,
MS-Office,  WordPerfect/Corel,  Anti-Virus,  Netware, Internet, and MS-Mail. Mr.
Harry  continues his knowledge of technology changes in hardware and software to
remain competitive in the industry. His background experience consists of over 5
years of computer hardware and software management. From 1995 to June of 1997 he
was  the  Manager  of  Information Systems for a leading New England engineering
firm,  Environmental  Science  Services.  He  managed the hardware, and software
installations  for  150 workstations and supervised an interstate linked network
for  the  offices  in Massachusetts and Rhode Island. From June 1997 to February
1998  he  continued  to  provide consulting services on a free-lance basis while
obtaining  his  MSCE  certification. From February 1998 to present he has been a
small business computer network consultant, specializing in network optimization
and  integration  of  multiple  software  and  hardware  platforms.

     On  February  7,  2002  Jeffrey  A.  Harry  retired,  in  favor  of two new
Directors.

     RAYMOND  J. MCNAMEE (46), Managing Partner, Pegasus Capital, graduated from
Rutgers  University  1977  with  BA in Economics. He worked for over 24 years as
Retail  and  Institutional  broker,  primarily  with  Leheman  Brothers and Bear
Stearns.  He  directed Bear Stearns retail sales in San Francisco for over three
years  before  launching  Continental European Institutional Sales for Equitable
Securities. He started Pegasus Capital in 1998 specifically designed to act as a
consulting  firm  for  small  to  micro cap companies to provide funding sources
throughout  North  America  and  Europe  as  well  as  merger  and  acquisitions
capabilities.

     MARLEN L. ROEPKE (57) was Director, Customer Account Management, Thinktanks
Worldwide.com,  Houston,  Texas  (4/00-8/01);  Director Service Delivery, Sprint
Enterprise  Network  Services,  Houston,  Texas  (5/98-4/00);  Director, Systems

                                        9
<PAGE>

Integration,  MCI  Systemhouse Corporation, Houston, Texas (5/94-5/98); Manager,
Product Support, Oracle Corporation, Houston, Texas (5/93-5/94); Vice President,
Systems  Integration,  The  Technology  Group,  Inc., Houston Texas (4/87-5/93);
Director,  Information  Resources,  Texas  Municipal  Power  Agency, Bryan Texas
(8/85-4/87);  Manager,  Information  Services,  Skytop  Brewster,  Houston Texas
(5/77-6/79);  Manager  Data  Administration,  Cameron  Iron Works, Houston Texas
(4/75-5/77);  and  he  earned  his  BA,  Business  Administration, University of
Minnesota,  in  accounting,  in  1965.

     April  04,  2002  Marlen  L.  Roepke was appointed as the sole director and
elected  President  and  Treasurer  respectively;  following  which,  Raymond J.
McNamee  retired  from  all  corporate  offices.


     ITEM  10.  EXECUTIVE  COMPENSATION.

     During 2001, management has devoted only an insubstantial amount of time to
date,  on  the  affairs of this corporation. No compensation has been accrued or
paid during 2001, nor has any plan of compensation been adopted as of this time.
On  July  14,  2001,  we  issued  50,000,000  new  investment shares for officer
compensation,  to  Jeffrey  A.  Harry.

<TABLE>
<CAPTION>
<S>                  <C>          <C>        <C>         <C>         <C>       <C>      <C>      <C>
                                                                        Long Term Compensation
                                                                   |-----------------------------|
                                       Annual Compensation         |        Awards      | Payouts|
                              |------------------------------------------------------------------|
a . . . . . . . . .  b        |       c            d          e    |     f        g     |   h    |   i    |
----------------------------------------------------------------------------------------------------------|
Name. . . . . . . .                                                          Securities
And . . . . . . . .                                          Other    Restric-   Under-          All Other|
Principal . . . .                                         .  Annual     Ted     Lying             Compen- |
Position. . . . . .                                          Compen-   Stock   Options    LTIP     Sation |
                                    Salary       Bonus     Sation ($)  Awards  SARs (#)  Payouts     ($)  |
                         Year         ($)         ($)                   ($)               ($)             |
----------------------------------------------------------------------------------------------------------|
Jeffrey  A.  Harry                                                                                        |
President/CEO                                                                                             |
Apr. 23, 2001 -           2001         0           0            0      50,000      0         0         0  |
Feb 7, 2002               2000         0           0            0           0      0         0         0  |
                          1999         0           0            0           0      0         0         0  |
                          1998         0           0            0           0      0         0         0  |
----------------------------------------------------------------------------------------------------------|
Jay  Roberge                                                                                              |
President/CEO                                                                                             |
Dec.  6,  2000  -                                                                                         |
        Apr. 23, 2001     2001         0           0            0           0      0         0         0  |
                          2000         0           0            0           0      0         0         0  |
                          1999         0           0            0           0      0         0         0  |
                          1998         0           0            0           0      0         0         0  |
----------------------------------------------------------------------------------------------------------|
Marlen  L.  Roepke                                                                                        |
Sole Officer and Director 2001         0           0            0           0      0         0         0  |
Feb 7, 2002               2000         0           0            0           0      0         0         0  |
                          1999         0           0            0           0      0         0         0  |
                          1998         0           0            0           0      0         0         0  |
----------------------------------------------------------------------------------------------------------|
</TABLE>

                                       10
<PAGE>

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

     To  the  best of our knowledge and belief the following disclosure presents
the  total  beneficial  security ownership of all Directors and Nominees, naming
them,  and by all Officers and Directors as a group, without naming them, and of
all  persons,  entities  and  groups,  known to or discoverable by us, to be the
beneficial  owner  or  owners  of  more than five percent of any voting class of
Registrant's  stock.,  known  to  or  discoverable  by Registrant. More than one
person, entity or group could be beneficially interested in the same securities,
so  that the total of all percentages may accordingly exceed one hundred percent
of  some  or  any  classes.  Please  refer  to  explanatory  notes  if  any, for
clarification  or  additional  information.

               CERTAIN BENEFICIAL OWNERS AND OWNERS OF 5% OR MORE

Name and Address of Beneficial Owner                    Share
Common Stock                                           Ownership     % of Total

Jeffrey A. Harry (1)                                   50,000,000        69.76
Jena Minnick Harry (1)                                  5,000,000         6.98
                                                       -----------------------
Total Affiliates, 5% Owners                            55,000,000        76.73
                                                       =======================
Total Issued and Outstanding                           71,675,780       100.00
                                                       =======================


(1)  Mr.  Harry was our Officer from April 23, 2001 to February 7, 2002. Mr. and
Mrs.  Harry  are  husband  and  wife.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Intrepid International, Ltd. is no longer a provider of corporate services
to  us  effective  September 1, 2001. Please refer to notes to Item 11, for more
information.  Other  information  is  found  in  Notes  4  and  5 of our Audited
Financial  Statements.



             The remainder of this page is intentionally left blank.

                                       11
<PAGE>

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

 (A)  FINANCIAL  STATEMENTS.  Please  see  Attachment  FK-01:  Audited Financial
Statements  for  the  years  ended  December  31, 2001, 2000 and from Inception.

 (B)  FORM  8-K  REPORTS.  None

 (C)  EXHIBITS.  Incorporated  by  reference  to  our  previous  annual  report.

     [3]   ARTICLES  OF  INCORPORATION  AND  BY-LAWS

          3.1     ARTICLES  OF  INCORPORATION

          3.2     BY-LAWS


     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.


                            KNOWLEDGE NETWORKS, INC.
Dated:  May  10,  2002     by

                              /s/ Marlen L. Roepke
                                  Marlen L. Roepke

                                       12
<PAGE>

--------------------------------------------------------------------------------
                                ATTACHMENT FK-01

                          AUDITED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                   DECEMBER 31, 2001, 2000 AND FROM INCEPTION.
--------------------------------------------------------------------------------

                                       13
<PAGE>

                            KNOWLEDGE NETWORKS, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                           December 31, 2001 and 2000

                                       14
<PAGE>

                                 C O N T E N T S


Independent  Auditor's  Report                          16

Balance  Sheets                                         17

Statements  of  Operations                              18

Statements  of  Stockholders'  Equity                   19

Statements  of  Cash  Flows                             21

Notes  to  the  Financial  Statements                   23

                                       15
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


To  the  Board  of  Directors  and  Stockholders  of
Knowledge  Networks,  Inc.
(A  Development  Stage  Company)

We  have  audited the accompanying balance sheets of Knowledge Networks, Inc. (a
development  stage  company)  as  of  December 31, 2001 and 2000 and the related
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended December 31, 2001 and 2000 and from inception on December 16, 1998 through
December  31,  2001.  These  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
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  audits  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 financial statements referred to above present fairly, in
all  material  respects,  the  financial position of Knowledge Networks, Inc. (a
development  stage  company) as of December 31, 2001 and 2000 and the results of
its operations and cash flows for the years ended December 31, 2001 and 2000 and
from inception on December 16, 1998 through December 31, 2001 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial statements, the Company has minimal assets and all revenues are from a
shareholder.  These  factors  raise  substantial  doubt  about  its  ability  to
continue  as a going concern.  Management's plans in regard to these matters are
also  described  in  the  Note  2.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.


/s/Chisholm  &  Associates
Chisholm  &  Associates
North  Salt  Lake,  Utah
May  6,  2002

                                       16
<PAGE>

                            KNOWLEDGE NETWORKS, INC.
                                 Balance Sheets
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                              December  31,
                                                        2001                2000
-----------------------------------------------------------------------------------
<S>                                                 <C>                  <C>
CURRENT  ASSETS

     Cash                                           $     8,925          $       161
     Notes  receivable  -  officer  (Note  4)                 -               63,993
     Notes  receivable  -  (Note  5)                          -              366,040
                                                    --------------------------------
          Total  Current  Assets                          8,925              430,194
                                                    --------------------------------
          TOTAL  ASSETS                             $     8,925          $   430,194
                                                    ================================


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT  LIABILITIES

     Accounts  payable                              $     29,180          $        -
     Accounts payable-related party (Note 4)               5,978              14,009
     Notes  payable  (Note  5)                            35,000             366,040
                                                    --------------------------------
          Total  Current  Liabilities                     70,158             380,049
                                                    --------------------------------

STOCKHOLDERS'  EQUITY

     Common  stock,  authorized
      100,000,000  shares  of  $0.001  par  value,
      issued  and  outstanding  71,675,780
      3,425,777  shares,  respectively                    71,676               3,426
     Additional  paid-in  capital                        176,830             175,080
     Retained  earnings  (deficit)                      (309,739)           (128,361)
                                                    --------------------------------
          Total  Stockholders'  Equity                   (61,233)             50,145
                                                    --------------------------------
  TOTAL  LIABILITIES AND STOCKHOLDERS' EQUITY       $      8,925          $  430,194
                                                    ================================
</TABLE>

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

                                       17
<PAGE>

                            KNOWLEDGE NETWORKS, INC.
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                                              From
                                                                         Inception  on
                                                                          December  16,
                                           For  the  Year  Ended          1998  Through
                                                December  1,              December  31,
                                           2001            2000               2001
----------------------------------------------------------------------------------------
<S>                                     <C>                <C>               <C>
REVENUES                                $            -     $           -     $         -
                                        -------------------------------------------------

EXPENSES
     General  and  administrative                    -                 -               -
                                        -------------------------------------------------
          Total  Expenses                            -                 -               -
                                        -------------------------------------------------
INCOME  (LOSS)  FROM  OPERATIONS:                    -                 -               -
                                        -------------------------------------------------

DISCONTINUED  OPERATIONS:

 Income (loss) from discontinued operations   (314,877)          (44,771)       (443,238)

     Gain (loss) on disposal of operations     133,499                 -         133,499
                                        -------------------------------------------------
     Income (Loss) from Discontinued
     Operation                                (181,378)          (44,771)       (309,739)
                                        -------------------------------------------------
NET  (LOSS)                             $     (181,378)    $     (44,771)    $  (309,739)
                                        =================================================

NET  LOSS  PER  SHARE:
     (Loss) from continuing operations  $            -     $           -     $         -
     (Loss)  from  discontinued  operations      (0.01)            (0.02)          (0.02)
                                        -------------------------------------------------
          Loss  Per  Share              $        (0.01)    $       (0.02)    $     (0.02)
                                        =================================================
Weighted  average shares outstanding        35,012,079         2,071,205      12,624,872
                                        =================================================
</TABLE>

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

                                       18
<PAGE>

                            KNOWLEDGE NETWORKS, INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
<TABLE>
<CAPTION>
                                                                                 Additional
                                                                                   Paid-In
                                                                                   Capital        Retained
                                                     Common  Stock              (Discount on      Earnings
                                               Shares              Amount          Stock)        (Deficit)
-----------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>             <C>               <C>
Balance  at  inception  -
 December  16, 1998                             1,069,066    $       1,069    $        6,951    $        -

Shares  issued  for
 subscriptions  receivable
 at  $0.01  per  share                            130,634              131             9,669             -

Spin  off  adjustment  (Note  1)                        -                -             6,844             -

Net  loss  for  the  period  ended
 December  31,  1998                                    -                -                 -       (11,209)
                                                -----------------------------------------------------------

Balance,  December  31,  1998                   1,199,700            1,200            23,464       (11,209)

Shares  issued  for  cash  at
 $0.10  per  share                                137,966              138           103,362             -

Shares  issued  for  services
 at  $0.10  per  share                             33,225               33            24,893             -

Shares  issued  for  services
 at  $0.001  per  share                            10,331               10                68             -

Net  loss  for  the  year  ended
 December  31,  1999                                    -                -                 -       (72,381)
                                                -----------------------------------------------------------

Balance,  December  31,  1999                   1,381,222            1,381           151,787       (83,590)

Shares  issued  for  services
 at $0.001 per share                            3,377,555            3,378            21,960             -

Cancellation  of  shares                       (1,333,000)          (1,333)            1,333             -

Net  loss  for  the  year  ended
 December  31,  2000                                    -                -                 -       (44,771)
                                                -----------------------------------------------------------

Balance,  December  31,  2000                   3,425,777    $       3,426    $      175,080    $ (128,361)
                                                -----------------------------------------------------------
</TABLE>

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

                                       19
<PAGE>

                            KNOWLEDGE NETWORKS, INC.
                          (A Development Stage Company)
                 Statements of Stockholders' Equity (Continued)

<TABLE>
<CAPTION>
                                                                                 Additional
                                                                                   Paid-In
                                                                                   Capital        Retained
                                                     Common  Stock              (Discount on      Earnings
                                               Shares              Amount          Stock)        (Deficit)
-----------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>             <C>               <C>

Balance,  December  31,  2000                    3,425,777    $      3,426    $      175,080    $ (128,361)

Shares  issued  for  services
 at  $0.001  per  share                         20,000,000          20,000                 -             -

Shares  issued  for  services
 at  $0.001  per  share                         50,000,000          50,000                 -             -

Cancellation  of  shares                        (1,750,000)         (1,750)            1,750             -

Shares  issued  in  round-up                             3               -                 -             -

Net  loss  for  the  year  ended
 December  31,  2001                                     -               -                 -      (181,378)
                                                -----------------------------------------------------------
Balance,  December 31, 2001                     71,675,780    $     71,676    $      176,830    $ (309,739)
                                                ===========================================================
</TABLE>

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

                                       20
<PAGE>

                            KNOWLEDGE NETWORKS, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                               From
                                                                                          Inception  on
                                                                                           December  16,
                                                           For  the Year Ended             1998 Through
                                                               December 31,                December 31,
                                                        2001                 2000              2001
---------------------------------------------------------------------------------------------------------
<S>                                             <C>                <C>               <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES

     Net  loss                                  $     (181,378)    $     (44,771)    $     (309,739)
     Adjustments to reconcile net loss to net cash
      provided by operations:
          Stock issued for services                     70,000            25,338            120,342
          Forgiveness  of  debt                         49,984                 -             49,984
          Bad  debt                                          -                 -             11,154
          Increase  in  accounts  payable               29,180            14,009             43,189
          Increase in accounts payable-related party     5,978                 -              5,978
                                                ----------------------------------------------------

     Net Cash Flows Used in Operating Activities       (26,236)           (5,424)           (79,092)
                                                ----------------------------------------------------

CASH  FLOWS  USED  IN  INVESTMENT  ACTIVITIES

     Cash  payments  for  notes  receivable                  -                 -            (63,993)
                                                ----------------------------------------------------

     Net Cash Used in Investment Activities                  -                 -            (63,993)
                                                ----------------------------------------------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES

     Cash  received  from  notes  payable               35,000                 -             35,000
     Cash  received  from  subscriptions  receivable         -                 -              9,800
     Cash  received  from  spin-off  (Note  1)               -                 -              3,710
     Issuance of stock for cash                              -                 -            103,500
                                                ----------------------------------------------------

     Net  Cash  Flows  from  Financing  Activities      35,000                 -            152,010
                                                ----------------------------------------------------

NET  INCREASE  (DECREASE) IN CASH                        8,764            (5,424)             8,925

CASH,  BEGINNING  OF  YEAR                                 161             5,585                  -
                                                ----------------------------------------------------

CASH,  END  OF  YEAR                            $        8,925    $          161    $         8,925
                                                ====================================================
</TABLE>

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

                                       21
<PAGE>

                            KNOWLEDGE NETWORKS, INC.
                          (A Development Stage Company)
                      Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                                                               From
                                                                                          Inception  on
                                                                                           December  16,
                                                           For  the Year Ended             1998 Through
                                                               December 31,                December 31,
                                                        2001                 2000              2001
---------------------------------------------------------------------------------------------------------
<S>                                             <C>                <C>               <C>
SUPPLEMENTAL  CASH  FLOW  INFORMATION
     Cash  Paid  for:
          Interest                              $             -    $            -    $                 -
          Taxes                                 $             -    $            -    $                 -
</TABLE>

SUPPLEMENTAL  NON-CASH  INFORMATION

During  September  2000,  33,775,554  shares  of  common  stock  were issued for
services  valued  at  $25,338.

During  January 2001, the Company forgave an officer of the Company of a $63,993
note  receivable.

During  July  2001,  the  Company  issued  20,000,000 shares of common stock for
services  valued  at $20,000 of which 7,000,000 shares were issued to an officer
of  the  Company.

          During July 2001, the Company issued 50,000,000 shares of common stock
for  services  valued  at  $50,000,  to  an  officer  of  the  Company.

                                       22
<PAGE>

                            KNOWLEDGE NETWORKS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE  1  -     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     a.  Organization

Knowledge  Networks,  Inc., ("the Company") is a Nevada corporation organized on
December  16,  1998.  The Company was created on this date through a spin off of
the  operations  and  assets  to  the  shareholders  of  Knowledge  Networks
Acquisitions,  Inc.  The Company specialized n Microsoft consulting and training
as  well  as  telecommunications  consulting,  training  and  outsourcing.

     b.  Accounting  Method

The  Company  recognizes income and expenses on the accrual basis of accounting.

     c.  Earnings  (Loss)  Per  Share

The  computation  of earnings per share of common stock is based on the weighted
average  number  of  shares outstanding at the date of the financial statements.

<TABLE>
<CAPTION>
                                                                                From
                                                                            Inception  on
                                                                            December  16,
                                            For  the  Years  Ended          1998  Through
                                                  December  31,             December  31,
                                            2001               2000              2001
-------------------------------------------------------------------------------------------
<S>                                   <C>               <C>                <C>
     Numerator  -  loss  from
      continuing  operations          $           -     $             -    $             -

     Numerator  -  loss  from
      discontinued  operations             (181,378)            (44,771)          (309,739)
                                      -----------------------------------------------------

     Denominator  -  weighted
      average  number  of  shares
      outstanding                        35,012,079           2,071,205         12,624,872
                                      =====================================================

     Loss  per  share:

     Loss from continuing operations  $           -    $              -    $             -

     Loss  from  discontinued  operations     (0.01)              (0.02)             (0.02)
                                      -----------------------------------------------------

     Loss  per  share                 $       (0.01)   $          (0.02)   $         (0.02)
                                      =====================================================
</TABLE>

                                       23
<PAGE>

                            KNOWLEDGE NETWORKS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE  1  -     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     d.  Cash  and  Cash  Equivalents

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

     e.  Provision  for  Income  Taxes

No  provision  for  income  taxes  has  been  recorded due to net operating loss
carryforwards totaling approximately $309,700 that will be offset against future
taxable  income.  These  NOL carryforwards begin to expire in the year 2018.  No
tax  benefit  has  been reported in the financial statements because the Company
believes  there  is a 50% or greater chance the carryforward will expire unused.

Accordingly,  per FASB 109, the potential tax benefits of the loss carryforwards
are  offset  by  the  valuation  of  the  same  amount.

Deferred tax assets and the valuation account is as follows at December 31, 2001
and  2000.

                                            December  31,
                                      2001                 2000
--------------------------------------------------------------------
     Deferred  tax  asset:
          NOL  carryforward     $     105,300          $     33,311
     Valuation  allowance            (105,300)              (33,311)
                                ------------------------------------
     Total                      $           -          $          -
                                ====================================

     f.  Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimated and assumptions that
affect  reported  amounts  of  assets  and liabilities, disclosure of contingent
assets  and liabilities at the date of the financial statements and revenues and
expenses  during the reporting period.  In these financial statements assets and
liabilities  involve  extensive  reliance  on  management's  estimates.  Actual
results  could  differ  from  those  estimates.

NOTE  2  -     GOING  CONCERN

The  accompanying  financial  statements  have  been  prepared assuming that the
Company will continue as a going concern.  The Company is dependent upon raising
capital  to  continue  operations.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome of this uncertainty.  It is
management's  plan  to  remain  in  the  development  stage  until  a profitable
opportunity  is  found.  The  Company has minimal expenses and will be funded by
shareholders  during  the  coming  year.

                                       24
<PAGE>

                            KNOWLEDGE NETWORKS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE  3  -     COMMON  STOCK  (Continued)

During  January  2000,  the Company authorized a 1 for 1.333 forward split.  The
financial  statements  have  been  retroactively restated to reflect the forward
split.

During  September  2000, the Company issued 3,377,535 shares of common stock for
services  valued  at  $25,338.

During  October  2000,  the  Company  canceled 1,333,000 shares of common stock.

During  February  2001,  the  Company canceled 1,750,000 shares of common stock.

During  June  2001,  the  Company  authorized  a  10  for  1 reverse split.  The
financial  statements  have  been  retroactively restated to reflect the reverse
split.

During  July  2001,  the  Company  issued  20,000,000 shares of common stock for
services  valued  at $20,000 of which 7,000,000 shares were issued to an officer
of  the  Company.

During  July  2001,  the  Company  issued  50,000,000 shares of common stock for
services  valued  at  $50,000  to  an  officer  of  the  Company

NOTE  4  -     RELATED  PARTY  TRANSACTIONS

     During  1999,  $63,993  was  paid  to  an officer the Company.  The note is
payable  upon  demand  with  no  provision  for  interest.

During  2000,  sales  of  $55,000  were  to  a  shareholder.

During  2000,  33,775,554  shares  of  common  stock were issued to officers and
shareholders  for  consulting  services  of  $25,338.

During  2000,  services were performed by a shareholder.  The balance payable at
December  31,  2000  is  $14,009

During January 2001, the Company forgave an officer of the Company, of a $63,993
note  receivable.

During  July  2001, the Company issued 50,000,000 and 7,000,000 shares of common
stock  valued  at  $50,000  and  $7,000  to  two  officers  of  the  Company.

                                       25
<PAGE>

                            KNOWLEDGE NETWORKS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE  5  -     LICENSE  AGREEMENT,  NOTES  RECEIVABLE  AND  NOTES  PAYABLE

On  December  1,  2000, the Company entered into a Distributor License Agreement
with  Mpower  Technologies,  Inc.,  a  Canadian  corporation, to use, reproduce,
modify,  translate  and create derivative works based upon two software products
referred  to as "Universal Wireless Access Platform" (UWAP) and "Wireless Office
Ware"  (WOW).  As consideration for the license agreement, the Company committed
to  a  Royalty  Agreement  to  pay  between  15% and 5% of net sales, based on a
graduated  scale.  The  Company  also  assumed  a  note  receivable  - Mpower of
$366,040  assigned  by another corporation, thus creating a note payable to that
corporation  in the same amount of 366,040.  The note receivable and payable are
due  upon  demand.  If  the  Company demands payment on the Note Receivable from
Mpower,  the  license agreement terminates or the Company can retain the license
for  consideration  of  $66,700.

     During  2001,  this  license agreement was terminated and the $366,040 note
payable  and  $366,040  note  receivable were canceled and then removed from the
books.

                                       26
<PAGE>