FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                           For the Year ended 12/31/00

                         Commission File Number: 0-30565

                            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)  248-1765

Securities  registered  pursuant  to Section 12(g) of the Act: 34,257,767 Common
Stock

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). This Report is filed
voluntarily.

[]  (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.)

As  of  12/31/00

     the  aggregate  number  of  shares held by non-affiliates was approximately
6,161,793  shares.

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
34,257,767

                        Exhibit Index is found on page 18

                                        1


PART  I                                                                        3

Item  1.  Description  of  Business                                            3
      (a)  Historical  Information                                             3
      (b)  The  Acquisition  (Probable)                                        4
      (c)  The  Business  of  MPower  Technologies,  Inc                       4
      (d)  License  Agreement                                                  5
      (e)  Our  Continuing  Business                                           5
      (f)  Reporting  under  the  1934  Act                                    9

Item  2.  Description  of  Property                                           10

Item  3.  Legal  Proceedings                                                  10

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders         10

PART  II                                                                      10

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters              10
      (a)  Market  Information                                                10
      (b)  Holders                                                            10
      (c)  Dividends                                                          11
      (d)  Sales  of  Unregistered  Common  Stock  1999-2000                  11

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation       11
      (a)  Plan  of  Operation  for  the  next  twelve  months                11
      (b)  Discussion  and  Analysis  of  Financial  Condition                12
      (c)  Discussion  and  Analysis  of  Results  of  Operations             13

Item  7.  Financial  Statements                                               14

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          14

PART  III                                                                     15

Item  9.  Directors and Executive Officers, Promoters and Control Persons;
          Compliance  with  Section  16(a)  of  the  Exchange  Act            15

Item  10.  Executive  Compensation                                            16

Item  11.  Security Ownership of Certain Beneficial Owners and Management     16
      (c)  Changes  in  Control                                               17

Item  12.  Certain  Relationships  and  Related  Transactions                 18

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   18
      (a)  Financial  Statements                                              18
      (b)  Form  8-K  Reports                                                 18
      (c)  Exhibits                                                           18

                                        2


                                     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,
originally  as  a  wholly-owned  subsidiary  of  a parent corporation, Knowledge
Networks  Acquisition, Inc., also a Nevada Corporation. On or about December 16,
1998, the shareholders of our parent corporation authorized the creation of this
subsidiary,  for  the  purpose  of  transferring  to  us,  the development-stage
business of the parent to us, and for the purpose then of distributing ownership
of  us  to the shareholders of the parent. There were 8,020,000 shares issued on
the  record  date  of  November 30, 1998, and the shareholder list of the former
parent  as  of  that date was the shareholder list of this Issuer as of December
16,  1998,  the designated spin-off entitlement date. For technical reasons, the
effectiveness  of the Spin-Off was delayed, by agreement until January 31, 1999.
The  spin-off  shares were issued pursuant to Section 4(2) of the Securities Act
of  1933,  and  Rule  145,  as  promulgated  by  the Commission, pursuant to its
authority  under  Section  3(b)  of  the Act. As a result of these transactions,
ownership  of  this  Corporation passed to the shareholders of the former Parent
company,  and those shareholders became our shareholders on or about January 31,
1999,  their  entitlement  having  vested  on  December  16,  1998.

      (2)  FORWARD  SPLIT.  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.

<TABLE>
<CAPTION>
<S>                                                                   <C>
                                                                      Post-Split
                                                                      ------------
  Spin-Off January 31, 1999: The 8,020,000 issuance was treated. . .   10,690,660
                                                                      ------------
as a new issuance pursuant to Section 4(2) of the Securities Act
of 1933, and were when issued Restricted Securities as defined in
Rule 144(a).
  On December 17, 1998, after the Spin-Off entitlement had . . . . .    1,306,340
vested, we placed 980,000 for cash, at $0.01 per share, on or
about December 17 and December 21, 1998, 490,000 shares,
respectively, to each of two sophisticated affiliate investors,
pursuant to Rule 504 of Regulation D.
 On March 30, 1999, we offered and placed 1,035,000 shares of. . . .    1,379,655
common stock, pursuant to Rule 504, at $0.10 per share to 12
sophisticated investors.
  On that same date, 249,250 shares of common stock were . . . . . .      332,250
issued, at $0.10 per share, pursuant to Regulation D, Rule 504,
as compensation for legal and professional services, performed
and billed at $24,925.00 by Intrepid International, Ltd. and by its
attorneys acting as special counsel to the Company.
 On that same date, we compensated three individuals for services. .      103,308
to the Company, valued at $77.50, at $0.001 per share, issuing
77,500 shares of common, stock pursuant to Section 4(2) of the
Securities Act of 1933.
 On September 20, 2000, we issued 25,338,000 shares to at par. . . .   33,775,554
value $0.001 per share, pursuant to sec 4(2)
 On October 23, 2000, we accepted  Intrepid International's. . . . .  (13,330,000)
voluntarily cancellation of 10,000,000 shares of its common stock
                                                                      ------------

                                        3


   Subtotal December 31, 2000: before acquisition. . . . . . . . . .   34,257,767
                                                                      ------------
 On or about October, 2000, as later amended on February 16, . . . .    4,325,646
2001, we agreed, in principle to issue up to 4,325,646 new
investment shares of common stock, pursuant to section 4(2),
and pursuant to an Agreement and Plan of Acquisition to be
executed, to acquire MPower Technologies, Inc. As of the close of
year 2000, the transaction had not closed, and we had not issued
those shares
                                                                      ------------
   Subtotal: if issued for acquisition . . . . . . . . . . . . . . .   38,583,413
                                                                      ------------
 On February 20, 2001, we accepted Intrepid International's. . . . .  (17,500,000)
voluntary cancellation of 17,500,000 shares of its common stock.
 Intrepid International has also agreed to cancel an additional. . .   (9,600,554)
9,600,554 shares upon closing of acquisition of MPower
Technologies, Inc.
 Total to be Issued and Outstanding: Assuming Acquisition. . . . . .   11,482,859
                                                                      ============
</TABLE>



     The  exact  number  of  shares  to  be  issued,  if  issued, for the MPower
acquisition is subject to adjustment. The 4,325,646 and 11,482,859 are tentative
figures.


 (B)  THE  ACQUISITION  (PROBABLE).  On  or  about  October  23, 2000, Knowledge
Networks,  Inc. (we) agreed in principle to acquire MPower Technologies, Inc. As
of  December  31,  2000,  the  acquisition has not closed. We have authorized or
taken  the  following  actions:

     1.  27,500,000  shares (post-split) of the issued and outstanding have been
cancelled  at  the  time  of  this  filing.

     2. A forward split of 1:1.333 has been effect such that for every one share
owned  one  and  one-third  shares shall be issued pursuant to a mandatory share
exchange.

     3.  The  acquisition  of  MPower  Technologies  Inc.  as  a  wholly-owned
subsidiary  has  been  authorized.  This  transaction  had  not  closed.

     4. We have authorized the issuance of up to 4,325,646 New Investment shares
to the shareholders of MPower Technologies, Inc., holding 100% of the issued and
outstanding  shares  pursuant  to  the  attached  form  of Agreement and Plan of
Reorganization to be executed between the parties. The exact number of shares to
be  issued,  if issued, for the MPower acquisition is subject to adjustment. The
4,325,646  is  a  tentative figure, assuming that all of MPower security holders
elect  to  convert  to our shares. Shareholders have the right to dissent and to
retain  their shares or receive payment for them at CDN$0.125 per share. We will
send  a  written offer to the Canadian shareholders of MPower in compliance with
Canadian  law,  however,  approximately 93.3% of the shareholders of MPower have
signed  a  lock-up  agreement  in  connection  with  the  offer.

 (C)  THE BUSINESS OF MPOWER TECHNOLOGIES, INC. ("MPower"). MPower has developed
two software products ("Universal Wireless Access Platform" and "Wireless Office
Ware")("UWAP/WOW")  which constitute a Java-based wireless access platform. UWAP
is  a  universal  wireless  information  presentation  and access platform which
integrates with web-based application, services, content and commerce to present
to  the  end user a customized and personalized starting point with an intuitive
end  user  interface  that  is  easily  accessible  through  multiple  computing
platforms  and wireless communication devices. WOW is a server-based application
providing  highly  available,  customizable  wireless access to common corporate
applications,  such as Microsoft Exchange and Microsoft file-based services, and
also  providing  UWAP  interfaces.

                                        4


     The  MPower  key  personnel  are  expected to have continued involvement is
necessary  for  the development of these product lines after the acquisition has
occurred.


 (D)  LICENSE  AGREEMENT.  On  or  about  December  1, 2000, MPower granted us a
Master Distributor License Modification Agreement (a perpetual master license to
utilize  UWAP/WOW  for  the  purposes  of  preparing, developing, manufacturing,
publishing,  marketing,  hosting  and distributing new products and applications
based  upon  revisions,  modifications and translations of, and derivative works
based  upon,  UWAP/WOW).  This  agreement  supersedes  the  previous  executory
agreement  dated  October  30, 2000. This agreement (Exhibit 10.1) is itself the
entire  agreement  of  the  parties.  We  were  assigned  a  note  receivable of
Europacific  Corporation  from MPower of $291,040 (the dollar amounts in Exhibit
10.1  are expressed in Canadian dollars, the amounts herein are in U.S. dollars)
in  exchange  for  our  note payable to that corporation in the same amount. The
notes  payable and receivable are payable on demand. If that corporation demands
payment  on  our note, and we demand payment on the note receivable from MPower,
the license agreement terminates by its terms, but we can retain the license for
an  offset of $66,700 from the amounts due from MPower. As further consideration
for  the  license  we  committed  to  pay a royalty of between 15% and 5% of net
sales, based on a graduated scale. In the event that the probable acquisition of
MPower  corporation  itself does not close, for any reason, this agreement would
permit us to pursue a new business opportunity. If the acquisition does close we
would  own  MPower.

 (E)  OUR  CONTINUING  BUSINESS. Our continuing business is Microsoft Consulting
and  Training,  as well as Telecommunications Consulting and Outsourcing. Due to
the  computer  industry  continually  changing,  the opportunities are abundant;
computer  hardware  is  becoming  less  expensive  for  the average business and
software  continues  to  be more robust and complex and therefore more expensive
for  the  average  business  to  manage.  For  all businesses, finding qualified
technicians  and  teachers  has  become  more  and more difficult and expensive.

      (1)  THE  MARKET. The incredible growth in computing and telecommunicating
has created a vast array of new markets for hardware, software and technological
expertise.  A  new  set  of  software  called "middleware" has been developed to
oversee  the  interaction  between  disparate  computers.  When  there  are many
different  types  and  styles  of  computers  all hooked to the same network the
middleware  lets  each  computer  continue  operating independently yet, without
reprogramming,  cooperate  intimately  with  the  others.  International  Data
Corporation  forecasts  a  middleware market that will grow from $125 million in
1998  to  as  much  as  $2.3  billion  by  the  year  2001.

     Another  specialized  market  is  "groupware" which is actually a catch-all
term  encompassing  products  ranging  from  fancy  E-mail systems to scheduling
programs to electronic bulletin-board software. The most sophisticated groupware
packages  have  advanced  features  for  automating  the  flow  of work, routing
documents,  or  allowing far-flung people to collaborate on a single document at
the  same  time. Workgroup Technologies, Inc., a researcher, predicts that sales
of  groupware  packages  of  all types will more than double, to $7.2 billion by
2002,  from  just  over  $3.4  billion  in  1998.

      (2)  PRINCIPAL  PRODUCTS  OR  SERVICES  AND  THEIR  MARKETS.  Microsoft
Consulting And Training. The Intel and Microsoft partnership continues to be the
dominating  force  in  the market, and there is no sign that this will change in
the  foreseeable  future.  Software  is  changing  as  fast as computer hardware
although these changes are not as apparent. Every time a new version of software
comes to the market, new business opportunities are created for the company that
has  the  capability  of doing the following:  identify the benefits of this new
release;  present  these  benefits to clients; install and support new software;
and  train  the companies employees on maximizing this new tool. Recent industry
projections  indicate that Microsoft BackOffice product consulting revenues will
increase  by  100% per year through the year 2001. Microsoft Exchange consulting
alone  will  produce  $1,000,000,000  in  annual  revenue  by  the  year  2001.
Experienced  Microsoft  Exchange  consultants  are  being paid on the average of
$150/hr.  on  projects that can last as long as six to nine months. Our business
model  is  known in the industry as  technology transfer  consulting. This means

                                        5


the  work is not done by the consultant, but rather the consultant transfers the
knowledge  to the client on how to maximize the hardware/software. This eMPowers
the  client and does not make them fearful of being outsourced by the consulting
firm.  This  also  means Knowledge Networks will have continued revenue from the
client  when  they  encounter  additional  areas  of  difficulty.

    Training  is  very  expensive  for  these  high end products. In most cases,
people with this level of experience will command top dollar for their services.
Corporations in most cases will not pay to have their employees trained for fear
of losing them to another employer after completing the training.  In most cases
they  will  opt  to  contract with an outsourcing or consulting firm rather than
increasing  their  staff.  The same is true for a consulting company. It is very
difficult  to  profit  when the person put into the field requires $125/hr. This
business  model  of  "technology  transfer"  will  be  used  internally to bring
Knowledge Networks consultants up to speed on new technologies. Young and bright
minded people will be put under an employee or contractor contract for 24 months
and  be  trained  internally on high level Microsoft products. They will be paid
$12  -  $15  /hr. and then be put into consulting projects where they are billed
out  at $125/hr. After two years they have fulfilled their contract and may move
up the Knowledge Networks ranks as a team leader or trainer or work elsewhere if
they so choose. This technology transfer methodology will cut Knowledge Networks
training  costs  to an absolute minimum. One person gets trained and then trains
everyone  else.  Microsoft  consulting  has  tremendous  reward  potential. Most
network  specialists  inside the Fortune 1000 are too busy maintaining their own
networks  to  take  time  out  to be trained on something new. We intend to take
maximum advantage of the explosive growth in telecommunications technology using
the  backgrounds  and  strengths  of  our management specifically: the filing of
patents  for  new  technology,  the  financing of new technology, the selling or
granting  of rights for the utilization of new technologies and the retention of
royalties  based  on  the  utilization  or exploitation of the new technologies.

    We  intend  to  implement  our  plan  by  establishing  a telecommunications
consulting  business  with  the  goal  of  finding  and  identifying  areas  of
technological  need  and  then creating new technologies to address those needs,
finding,  acquiring  and  marketing  its  own and other acquired technologies or
rights  thereto  and  the establishment of an outsourcing service to fulfill the
needs of business computer networks while gaining greater access for the Company
to  other  areas in need of technological innovation. Management will be seeking
opportunities  through  all  means  at  its  disposal  and  will  be  constantly
evaluating  technology  projects  looking  for  new  products  requiring further
development.  We  will be offering venture capital for small inventors of worthy
new  technology  and  will  constantly  be  engaged  in  finding  money  for new
inventions.  Our  consulting  division will offer its service as consultants for
technology  companies  wanting  to  offer  their  stock  to  the  public.

    TELECOMMUNICATIONS CONSULTING. The methods to be employed by management will
be  to  develop  a  complete  understanding  of  the client's telecommunications
environment  through  interviews,  questionnaires,  and  a  detailed  technical
analysis  of  systems  and  related  documentation.  Then,  armed  with  this
understanding  of  the client's existing environment and a vision of the desired
future  environment,  the barriers that stand between the two can be identified.
The  key to our success is concentrating on the technological issues that render
the  client  the  greatest  satisfaction  and  the  Company the largest possible
return.

    OUTSOURCING.  Reacting to the rapid development of hardware and software and
the  promise  that  they  can  be made to work together in harmony, the business
world  has  been  migrating  its business applications from the mainframe to the
desktop.  The  principal  motivation appears to be savings in maintenance costs.
The  users  of the new systems cite as the main advantage the fact that they are
freed  from  dependence  on  the  centralized  computing department. Despite the
advantages,  business  has  found  that network based computing environments are
more  complicated  than  their  mainframe  counterparts.  In the typical network
there are a multitude of computers, operating systems, cabling systems, security

                                        6


points  and  applications.  Despite  its many advantages, gaining control over a
network of computers is just not as simple as mastering a single large computer.

    This  proliferation of network based desktop computers has created a totally
unanticipated  requirement  for  support  and  management.  An  entire industry,
outsourcing,  has  grown  up  to  bring  modern  solutions  to  these needs. The
outsourcing  industry  takes  on  the  responsibility  for  the  most  efficient
integration  of  hardware, soft ware, networks and people, thereby relieving the
client company of these concerns so that they may concentrate on their principle
business.  We  intend to utilize outsourcing to address this continually growing
need  with  technological  consulting  and  project  management  services.

    Market  Researcher  Dataquest,  Inc.  estimates  that  the computer-services
business will grow from $33.3 billion in 1993 to $65.2 billion in 1998, with the
network  management  portion  increasing  from  26% to 31%. Gregory M. Jacobson,
executive  vice  president  for  outsourcing  services  at SHL Systemhouse, Inc.
points  out  that  bringing  in a third party also makes it easier for the chief
information  officer to rein in all those PCs. Jacobson says; "The modern CIO is
starting  to  recognize  that  outsourcing  is  a  way  to  win  back  control."

      (2)  DISTRIBUTION  METHODS  OF  THE  PRODUCTS OR SERVICES. The methods and
procedures  utilized  by  management  to  achieve its client's goals in both the
telecommunications  consulting  and  the  outsourcing  divisions  are:

     1.     Complete  analysis  of  the client's existing telecommunications and
computing  environment  and  then  setting goals, policies and standards for its
future  configuration;

     2.     Standardizing  the  environment  by  designing  and  implementing  a
transition  from where the client is today to the new environment defined in the
first  step;

     3.     Stabilizing  the standardized environment to insure that the Company
and  its  professionals  are  achieving  the results desired for the client; and

     4.     Automating  the  stabilized  environment  through  technological
innovation  and/or  operational  reorganization to drive down costs and increase
the  quality  of  service.

    While  implementing  the  four  steps,  the  principal  areas  in  which the
Company's  professionals  devote  their  time  will  be:

          Defining  the  policies  and  procedures  related to all facets of the
network,  its  systems  and  users;

          Reporting  of  utilization,  capacities,  uptime,  performance  and
projects;

                                        7


          Training  users  to  effectively  use applications, operating systems,
telecommunications  equipment  and  all  other  network  resources;

          Keeping  current  on industry standards and directions that affect the
client's  telecommunications  and  computing  environment;

          Maximizing productivity by providing an effective user environment and
easy  access  to  network  resources;

          Tracking  resource  utilization  to  provide accounting management and
identification  of  problems  on  a  trend  basis;

          Recording  accurately  the  location  and  configuration  of
telecommunicating  and  computing  resources;

          Monitoring all systems to detect, isolate, diagnose and resolve system
problems  on  a  real  time  basis;

          Performing system tuning and gathering information that can be used to
maximize  its  overall  performance;

          Tightening  and  testing  security  to  protect the telecommunications
pathways,  software  and  data  stored  on  the  systems;

          Managing  the  systems  to  maintain  the  integrity,  reliability and
availability  of  telecommunications  network  resources;  and

          Providing  user  support  through  on-site  problem  resolution
professionals,  telecommunication  pathways  analysis,  on-line  documentation,
consumable  computer  supplies,  equipment  relocation  and  other  general
network-wide  support  activities.

    The  Outsourcing division will derive its income from the difference between
the  amount  per  man hour billed to its clients and the amount per hour paid to
its  professionals.  The  industry  standard  is  approximately  a fifty percent
mark-up  on  the  amount  paid  to  the  outsourcing  professional.  The
Telecommunications  Consulting  division  will  derive its short term income and
profits  from  consulting  fees  and  its long term profits from the sale and/or
licensing  of  the  technologies  which  it acquires or which it develops in the
process  of  solving  its  client's  telecommunications  problems.

      (3)  STATUS  OF  ANY  PUBLICLY  ANNOUNCED  NEW  PRODUCT  OR SERVICE. None.

      (4)  COMPETITIVE  BUSINESS  CONDITIONS  AND  COMPETITIVE  POSITION  IN THE
INDUSTRY.  Other  firms  are  in  the  business of offering training and network
consulting.  Management,  in  evaluating  market conditions and competitors, has
developed  a  niche training method that no other company in the geographic area
can  compete with. With increased exposure, word of mouth, and advertising, many
future  competitors  may arise. Please see Management's Discussion and Analysis,
Item 2 of this part, for an expanded discussion of these and related subjects of
disclosure.  As  to  our newly acquired licensing rights, it must be stated that
there  is  no  more  competitive area of contemporary commerce that software and
communication  technology,  for  the  reason  that  new technologies are arising
daily,  with  unique  competitive  advantages.

      (5)  SOURCES  OF  AND  AVAILABILITY  OF  RAW  MATERIALS  AND  THE NAMES OF
PRINCIPAL  SUPPLIERS.  Not  Applicable.

      (6)  DEPENDENCE  ON  ONE OR A FEW MAJOR CUSTOMERS. While our business plan
is  designed to handle a greater volume of business, we have never had more than
a few accounts at any one time. We are not dependent on any one customer, and no
customer  is  more important to us than any other. We are however dependent on a
presently  small  customer  base.

      (7)  PATENTS,  TRADEMARKS,  LICENSES,  FRANCHISES,  CONCESSIONS,  ROYALTY
AGREEMENTS  OR  LABOR  CONTRACTS.  None.

      (8)  NEED  FOR  ANY  GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
AND  STATUS.  Not  Applicable.

      (9)  EFFECT  OF  EXISTING  OR  PROBABLE  GOVERNMENTAL  REGULATIONS  ON THE
BUSINESS.  Not  Applicable.  However,  we would expect to maintain the corporate
franchise  in  good standing with the State of its incorporation, and would file
tax  returns  and  reports  required to be filed with the Commission. We wish to
report and provide disclosure voluntarily, and will file periodic reports in the
event  that  its obligation to file such reports is suspended under the Exchange
Act.  If  and when this 1934 Act Registration is effective and clear of comments
by  the  staff,  we  will  be  eligible  for  consideration  for  the OTCBB upon
submission  of one or more NASD members for permission to publish quotes for the
purchase and sale of the shares of the common stock of the issuer. In connection

                                        8


with  such  submission  and  any  continuation  on the OTCBB, we would expect to
comply  with  NASD  regulations,  to  the  extent  that any such regulations are
applicable  to  the  conduct  of  our  affairs.

      (10)  ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO  YEARS.  None.

      (11)  COSTS  AND  EFFECTS  OF  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS.  Not
Applicable.

      (12)  NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. Mr. Jeffrey Harry
is  the  only  full-time  salaried  employee.  All  other  employees are outside
contractors.

      (13)  YEAR  2000/2001  COMPLIANCE,  EFFECT  ON CUSTOMERS AND SUPPLIERS. We
were  in the business of ensuring our customers of Year 2000 Compliance, in fact
this  concern has boosted the industry's sales in 1999 by 80%. We recommended to
our  clients  Year  2000  Compliant hardware and software only and the Company's
internal  equipment  was and remains Year 2000 Compliant. We have encountered no
Year  2000/2001  problems.

 (F)  REPORTING  UNDER  THE  1934  ACT. First and foremost, a 1934 Registrant is
required  to file an Annual Report on Form 10-K or 10-KSB, 90 days following the
end  of  its  fiscal  year.  The  key  element  of such annual filing is Audited
Financial  Statements  prepared  in accordance with standards established by the
Commission.  A  1934  Act  Registrant  also  reports  on  the share ownership of
affiliates  and 5% owners, initially, currently and annually. In addition to the
annual  reporting,  a  Registrant  is required to file quarterly reports on Form
10-Q  or  10-QSB,  containing  audited  or  un-audited financial statements, and
reporting  other  material  events.  Some  events  are deemed material enough to
require  the  filing of a Current Report on Form 8-K. Any events may be reported
currently,  but  some  events,  like  changes  or  disagreements  with auditors,
resignation  of  directors,  major  acquisitions  and  other  changes  require
aggressive  current  reporting.  All  reports  are  filed  and  become  public
information. The practical effects of the foregoing requirements on the criteria
for  selection  of  a  target  company are two-fold: first, the target must have
audited or auditable financial statements, and the target must complete an audit
for  filing promptly upon the consummation of any acquisition; and, second, that
the  target  management  must  be  ready,  willing and able to carry forth those
reporting  requirements  or  face  de-listing  from  the  OTCBB,  if listed, and
delinquency  and  possible  liability  for  failure  to  report.

     DEPENDENCE  ON  MANAGEMENT.  We are required to rely on Management's skill,
experience  and  judgment,  both  in regard to operations and in any decision to
expand or change our marketing plan. Please see Item 2 of this Part, Managements
Discussion  and  Analysis  or  Plan  of Operation, and also Item 7 of this Part,
Certain  Relationships  and  Related  Transactions.

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

(H)  GOVERNMENT  REGULATION. There are no issues of government regulation unique
to  this  Company  or  its  business.

(I) PLANNED ACQUISITIONS.  There are no planned acquisitions, except for that of
MPower  as  previously  disclosed.

(J) EMPLOYEES. We have two officers and directors and no other employees at this
time.

                                        9


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We have no material property of our own. Our office, telephone, and related
services  are  supplied by our principal shareholder/consultant. Please see Item
12,  Relationships  and  Transactions.


                           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.

                                     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  ).  The  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. Our Common Stock is quoted Over-the-Counter on the Bulletin Board (
OTCBB  ).  The  Company's trading symbol is "KWNK." To the best of our knowledge
and  belief,  based upon standard reporting sources, bigcharts.com the following
information  is  provided:


period .  high bid  low bid  volume
--------  --------  -------  ------
1st 1999  NA        NA       NA
2nd 1999  NA        NA       NA
3rd 1999  NA        NA       NA
4th 1999  NA        NA       NA
1st 2000  NA        NA       NA
2nd 2000  NA        NA       NA
3rd 2000  NA        NA       NA
4th 2000 2 1/4    1 7/8  2.5 Million



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

 (B)  HOLDERS.  Management  calculates that the approximate number of holders of
the  Company's  Common  Stock,  as  of  December  31,  2000,  was  36.

                                       10


 (C)  DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do
not  anticipate  paying  cash dividends on our 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  1999-2000. 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.

<TABLE>
<CAPTION>
<S>                                                                    <C>
                                                                       Post-Split
  Spin-Off January 31, 1999: The 8,020,000 issuance was treated . . .   10,690,660
                                                                       ------------
as a new issuance pursuant to Section 4(2) of the Securities Act
of 1933, and were when issued Restricted Securities as defined in
Rule 144(a).
  On December 17, 1998, after the Spin-Off entitlement had. . . . . .    1,306,340
vested, this Company placed 980,000 for cash, at $0.01 per
share, on or about December 17 and December 21, 1998,
490,000 shares, respectively, to each of two sophisticated affiliate
investors, pursuant to Rule 504 of Regulation D.
 On March 30, 1999, we offered and placed 1,035,000 shares of . . . .    1,379,655
common stock, pursuant to Rule 504, at $0.10 per share to 12
sophisticated investors.
  On that same date, 249,250 shares of common stock were. . . . . . .      332,250
issued, at $0.10 per share, pursuant to Regulation D, Rule 504,
as compensation for legal and professional services, performed
and billed at $24,925.00 by Intrepid International, Ltd. and by its
attorneys acting as special counsel to the Company.
 On that same date, we compensated three individuals for services . .      103,308
to the Company, valued at $77.50, at $0.001 per share, issuing
77,500 shares of common, stock pursuant to Section 4(2) of the
Securities Act of 1933.
 On September 20, 2000, we issued 25,338,000 shares to at par . . . .   33,775,554
value $0.001 per share, pursuant to sec 4(2)
 On October 23, 2000, we accepted  Intrepid International's . . . . .  (13,330,000)
voluntarily cancellation of 10,000,000 shares of its common stock
   Balance December 31, 2000. . . . . . . . . . . . . . . . . . . . .   34,257,767
                                                                       ============
</TABLE>


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


 (A)  PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. Our deficit for this year of
$44,771,  combined  with  our  lack  of  cash,  suggests that we would require a
minimum of $50,000 to $60,000 in new funds just to maintain our current level of
operations. On or about October 30, 2000, MPower granted us a Master Distributor
License  Agreement  (a  perpetual  master  license  to  utilize UWAP/WOW for the
purposes of preparing, developing, manufacturing, publishing, marketing, hosting
and  distributing  new  products  and  applications  based  upon  revisions,
modifications  and  translations of, and derivative works based upon, UWAP/WOW).
As  consideration  for  the  license,  we  were  assigned  a  note receivable of

                                       11


Europacific  Corporation  from MPower of $291,040 (the dollar amounts in Exhibit
10.1 are expressed in Canadian dollars, the amounts herein are in U.S. dollars),
in  exchange  for  our  note payable to that corporation in the same amount. The
notes  payable and receivable are payable on demand. If that corporation demands
payment  on  our note, and we demand payment on the note receivable from MPower,
the license agreement terminates by its terms, but we can retain the license for
an  offset of $66,700 from the amounts due from MPower. As further consideration
for  the  license  we  committed  to  pay a royalty of between 15% and 5% of net
sales, based on a graduated scale. In the event that the probable acquisition of
MPower  corporation  itself does not close, for any reason, this agreement would
permit us to pursue a new business opportunity. If the acquisition does close we
would  own  MPower.

     More  fundamentally,  in  order  to  make  use  of  the license, we require
developmental funding in the estimated amount of $1,250,000 to $1,500,000 in the
next  twelve  months. We expect to raise these funds through private placements,
contingent  on  closing  of  MPower.  We  have  begun  (in  year 2001) a private
placement of up to 5,500,000 shares at $0.75 per share pursuant to Regulation D,
Rule  506,  and  section  4(2) of the 1933 Securities Act. US$1,044,553 has been
raised  to  date and is held in escrow pending competition of the acquisition of
MPower  Technologies  IncThere  is  no  minimum  offering.

 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION. Our condition has changed
only slightly from the end of the previous year. We have exhausted our cash, and
have  acquired  some  obligations.

Balance Sheet                   December 31    December 31
Selected Information. . .          2000           1999
--------------------------------------------------------
Cash. . . . . . . . . . .  $        161   $      5,585
Notes Receivable (Note 3)        63,993         63,993
Notes Receivable (Note 4)       366,040              0
-------------------------------------------------------
Current Assets. . . . . .       430,194         69,578
-------------------------------------------------------
Total Assets. . . . . . .       430,194         69,578
=======================================================
Accounts Payable. . . . .  $     14,009              0
Notes Payable (Note 4). .       366,040              0
-------------------------------------------------------
Total Liabilities . . . .       380,049              0
-------------------------------------------------------
Common Stock. . . . . . .        34,258         10,362
Paid-in Capital . . . . .       144,248        142,806
Accumulated Deficit . . .      (128,361)       (83,590)
-------------------------------------------------------
Total Equity. . . . . . .        50,145         69,578
-------------------------------------------------------
Total Liabilities and . .       430,194         69,578
Equity
=======================================================




(NOTE  3.  RELATED  PARTY  TRANSACTIONS):  During 1999, $63,993 was loaned to an
officer.  The  Note  is payable on demand with no provision for interest. During
1999,  435,558  shares  of common stock were issued to officers and shareholders
for  consulting  services of $25,004. During 2000 and 1999, sales of $55,000 and
$44,683,  respectively,  were  made to a shareholder. During 2000, 33,775,554 of
common stock were issued to officers and shareholders for consulting services of
$23,338.  During  2000,  we authorized a forward split of 1.333:1. The financial
statements have been retroactively revised. During 2000, services were performed
by  a  shareholder.  The  balance  payable  at  December  31,  2000  is $14,009.

                                       12


(NOTE  4. LICENSE AGREEMENT, NOTES RECEIVABLE AND NOTES PAYABLE): On December 1,
2000,  we 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" and "Wireless Office Ware". As consideration for the
license,  we  were  assigned  a  note receivable of Europacific Corporation from
MPower of $291,040 (the dollar amounts in Exhibit 10.1 are expressed in Canadian
dollars,  the  amounts  herein  are  in  U.S. dollars), in exchange for our note
payable to that corporation in the same amount. The notes payable and receivable
are  payable  on demand. If that corporation demands payment on our note, and we
demand  payment  on  the  note  receivable  from  MPower,  the license agreement
terminates  by  its  terms,  but  we  can  retain  the  license for an offset of
US$66,700  from  the  amounts  due from MPower. As further consideration for the
license  we committed to pay a royalty of between 15% and 5% of net sales, based
on  a  graduated  scale.

 (C)  DISCUSSION  AND ANALYSIS OF  RESULTS OF OPERATIONS. Our operations for the
year  2000, are consistent with previous years, but with only slight growth. Our
consulting fees, including accrued reimbursement of our principal consultant for
advances  for our legal and auditing expenses, have decreased since our 1934 Act
Registration  was  completed.


                                                Inception       Inception
                                                 March 26,      March 26,
                              For the Years        1999           1999
                                  Ended             To             To
                               December 31     December 31    December 31
                                   2000           1999          2000
-----------------------------------------------------------------------
 Operations
 Selected Information
Revenues: . . . . . . . .  $     55,000   $     44,683   $    99,683
                           -------------  -------------  ------------
 Total Revenues . . . . .        55,000         44,683        99,683
                           -------------  -------------  ------------
Bad Debt. . . . . . . . .            (-)            (-)      (11,154)
Consulting Fees . . . . .       (79,838)      (101,181)     (181,019)
General & Administrative.       (19,933)       (15,883)      (35,871)
                           -------------  -------------  ------------
 Total Expenses . . . . .       (99,771)      (117,064)     (228,044)
                           -------------  -------------  ------------
Net (Loss). . . . . . . .       (44,771)       (72,381)     (128,361)
=====================================================================
Net Loss per share. . . .          (.00)          (.01)         (.01)
=========================  =============  =============  ============
Weighted average shares .    20,713,450     13,352,518    17,163,743
=========================  =============  =============  ============
outstanding



     There  can  be  no  assurance that we will be successful 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.

                                       13


                         ITEM 7.  FINANCIAL STATEMENTS.

     The  Audit  Committee  of this Corporation for this fiscal year consists of
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, 2000 be included and filed with
the  Securities  and  Exchange  Commission.

     Please  see  the  Exhibit  FA-00.  The financial statements listed therein,
attached  hereto and filed herewith are incorporated herein by this reference as
though  fully set forth herein. Financial statements are provided in substantial
part  and  discussed  in  the  preceding  Item  6.


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

     None.


             The Remainder of this Page is Intentionally left Blank

                                       14


                                    PART III


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

     The  following  persons are or were our Directors, having taken office from
the inception of the issuer, to serve until their successors might be elected or
appointed. The time of the next meeting of shareholders has not been determined.


Executive Officers Director's Name.           Age             Office/position
--------------------------------------------------------------------------------
Kirt W. James                                 43             President
    Chief Executive Officer/Officer
    (Resigned effective 12/06/2000)
--------------------------------------------------------------------------------
Jeff A. Harry                                 26             Secretary/Treasurer
     Chief Operations Officer
     Chief Financial Officer
--------------------------------------------------------------------------------
Jay Roberge                                   33             President
    Chief Executive Officer/Director
     (effective 12/06/2000)
--------------------------------------------------------------------------------



     Mr.  Roberge  is  our  Chief  Executive  Officer  responsible for Corporate
affairs  and  overall management. This position was hold for most of the year by
Mr. James.  Mr. Harry served as our Chief Operations Officer servicing customers
and  dealing  with  technical  matters.  Mr.  Harry  is also our Chief Financial
Officer.

     Jay  Roberge,  President  effective  December  6,  2000,  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.

     Kirt  W.  James,  our  President  until  December  6,  2000, has a lifelong
background  in  marketing and sales. He resigned for personal reasons and has no
disagreements with the company. From 1972 to 1987, Mr. James was responsible for
sales and business administrative matters for Glade N. James Sales Co., Inc. and
from  1987  to  1990  Mr.  James built retail markets for American International
Medical  Supply  Co.,  a  publicly  traded company. In 1990 he formed and became
President  of  HJS  Financial Services, Inc., and was responsible for the day to
day  business  operations  of  the  firm  as  well  as consultation with Clients
concerning  their business and Product Development. He remains the President and
Sole  Shareholder  of HJS, which is presently substantially inactive. During the
past  five  years  Mr.  James  has  been  involved  in  the valuation of private
companies  for  internal  purposes,  and  as  a  consultant to private companies
engaged in the private sale and acquisition of other  private businesses. He has
also assisted private and public companies in planning for entry into the public
market  place. Mr. James is not and has never been a broker-dealer. He has acted
primarily  as consultant, and in some cases has served as an interim officer and
director  of  public  companies  in  their  development  stage.  The  following
disclosure  identifies  those  public  companies with which he has been involved
during  the  past  five  years:  Earth Industries, Inc., EditWorks, Ltd., Market
Formulation  &  Research,  Inc.,  Mex Trans Seafood Consulting, Inc., BBB-Huntor
Associates,  Inc.,  eWorld  Travel Corp., Knowledge Networks, Inc., Last Company
Clothing,  Inc.  and  North  American Security & Fire. He is also an Officer and

                                       15


Director  of  Oasis  4th Movie Project, an operating non-trading company, and DP
Charters,  Inc.  a  public  company  currently  quoted  on  the  "Pink  Sheets".

     Jeffrey  A.  Harry  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.


                        ITEM 10.  EXECUTIVE COMPENSATION.

     Since  March  of 1999, Mr. Harry has received a $4,000 per month salary for
consulting  and  managing  operations  for the Company. Mr. James serves without
compensation;  however  Mr.  James  is  beneficially  interested in fees paid to
Intrepid  International  for its services. Mr. James is not directly compensated
by  Intrepid  for  services  to  our  company,  but  only  indirectly  in  the
profitability  of  Intrepid.  Except  as indicated there is no present executive
compensation  or  plan of compensation presently adopted or under consideration.
Intrepid's  billings  to  us,  and  our  payments to Intrepid, for services, are
disclosed  as  follows:

--------------------------------------------------------------------------------
date              fees         costs        total           (paid)       balance
--------------------------------------------------------------------------------
5/31/99 .      16,275.00     5,852.60     22,127.60                    22,127.60
6/27/00 .       2,727.50       483.00      3,210.50                    25,338.10
10/4/00 .       6,210.00     5,381.40     11,591.40                    11,591.40
Interest.                    1,531.69      1,531.69                    13,123.09
12/07/00.         345.00       127.00        472.00                    13,595.09
Interest.                      414.19        414.19      23,339.10     -9,329.82
--------------------------------------------------------------------------------
               25,557.50    13,789.88     39,347.38      23,339.10     -9,329.82
================================================================================


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

 (A)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  To  the best of our
knowledge  and  belief  the  following  disclosure  presents  the total security
ownership  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 our stock. 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. We have
only  one  class  of  stock;  namely  Common  Stock.

                                       16


 (B)  SECURITY  OWNERSHIP OF 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,  of  the Company, known to or discoverable by us.
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.


<TABLE>
<CAPTION>
<S>                                        <C>         <C>         <C>         <C>
Name and Address of Beneficial. . . . . .  Actual               %  Attributed       %
Owner . . . . . . . . . . . . . . . . . .  Ownership               Ownership
-------------------------------------------------------------------------------------
Common Stock
-------------------------------------------------------------------------------------
Kirt W. James (1) . . . . . . . . . . . .   1,666,250        4.86  28,095,974   82.01
24843 Del Prado #318  CEO
Dana Point CA 92629   President
-------------------------------------------------------------------------------------
Jeff Harry (1). . . . . . . . . . . . . .   1,666,250        4.86  28,095,974   82.01
3 San Bittern   COO/CFO
Aliso Viejo CA 92656  SecretaryTreasurer
-------------------------------------------------------------------------------------
All Officers and Directors as a Group . .   3,332,500        9.73  28,095,974   82.01
-------------------------------------------------------------------------------------
Intrepid International S.A. (1) . . . . .  23,778,054       69.41  28,095,974   82.01
P.O. Box 8807
Panama 5, Panama
-------------------------------------------------------------------------------------
Intrepid International Ltd. (1) . . . . .     332,250        0.97  28,095,974   82.01
24843 Del Prado #318
Dana Point CA 92629
-------------------------------------------------------------------------------------
Polyandrous Trading Group, Inc. (2) . . .     653,170        1.91  28,095,974   82.01
3131 Southwest Freeway, #46
Houston TX 77098
-------------------------------------------------------------------------------------
Reference Only: . . . . . . . . . . . . .  34,257,767      100.00
Total Issued and Outstanding
-------------------------------------------------------------------------------------
</TABLE>



(1)  In  the  foregoing  table,  the share ownership of each of our officers and
principal  shareholder  are  attributed  to  each  other and to all of them. The
reason  for  this attribution is that the officers and the principal shareholder
are  deemed  to  be a single shareholder group. Please see Item 7, Relationships
and  Transactions  for  additional  disclosure.

(2)  Polyandrous Trading Group, Inc. is owned by J. Dan Sifford, an affiliate of
Intrepid.  Polyandrous  and Mr. Sifford are deemed affiliates by reason and only
by  reason  of  this  affiliation.

(1)(2)  3,332,500 plus 23,778,054 plus 332,250 plus 653,170 equals 28,095,974 or
82.01%


 (C)  CHANGES  IN  CONTROL. On or about October, 2000 we agreed, in principle to
issue  10,650,284  new  investment  shares  of common stock, pursuant to section
4(2),  and  pursuant  to an Agreement and Plan of Acquisition to be executed, to
acquire  MPower  Technologies. As of the close of year 2000, the transaction had
not  closed,  and  we  had  not issued those shares. While the issuance of those
shares would not itself result in a change of control, the principal shareholder
would  be  expected  to  cancel  all  or most of its present share ownership, in
connection  with  this  transaction.

                                       17


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Our  principal  shareholder,  Intrepid  International,  Ltd.  /  Intrepid
International  S.A.  is  a  provider  of  corporate  services to us and bills us
regularly  on  a  time-fee basis. The 4,700,000 share issued to Intrepid are for
control  during  development  only.  They  are expected be cancelled in whole or
part,  and  are  not  subject  to  resale  without  registration.  Intrepid  is
incorporated  in  the  State  of  Nevada.  Intrepid  provides  its services on a
negotiated  time/fee  basis  no  less  favorable  to  us  that could be obtained
commercially  from  unrelated  third parties. Intrepid does not provide services
for  commissions based upon the success or failure of any corporate program, and
Intrepid  is  not  a fund-raiser or a source of capital financing. The principal
focus  and  benefit  of  the  services  offered by Intrepid are not its client's
capital  formation  nor  fund raising activities, but the refinement of client's
business  plan,  analysis  of its corporate structure, evaluation of its current
filing  status  and  filing responsibilities, currency and accuracy of financial
information  and  auditability  or  status  of current and past audits and audit
procedures,  to  assist  managers  in  making  the  conceptual  and  procedural
transitions  imposed  upon Officers and Directors, with respect to shareholders,
shareholder  rights,  and  maintenance  of  the kinds current public information
necessary  to  position  a  company  to  consider public trading of its existing
securities,  and  to maintain its impeccability as a publicly trading company if
and  when  its  securities  are  exposed to the public markets. Accordingly, the
mission  of Intrepid is to assist us in avoiding costly mistakes and pitfalls in
corporate  management,  going  public, being public, and in handling the various
different relationships with professionals and the public which are appropriate,
practical,  efficient  and  cost-effective  in  managing  ourself  as  a  public
corporation.

      Intrepid  International is engaged internationally in providing assistance
to  business  and  corporate  interests.  It  is  the  practice  of  Intrepid
International  to  hold  the  control  block  of  shares  for  management  and
developmental purposes and not for resale. In the event of a reverse-acquisition
transaction, Intrepid's control block would be cancelled. Kirt W. James,  and J.
Dan  Sifford,  Jr.,  are  the  executive  officers  of  Intrepid.  A  summary of
Intrepid's  billings and payments to Intrepid are provided and disclosed in Item
10,  Executive  Compensation.


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


 (A)  FINANCIAL  STATEMENTS.  Please  see  Exhibit  Index  following.

 (B)  FORM  8-K  REPORTS.

 (C)  EXHIBITS.  Please  see  Exhibit  Index  following.

             The Remainder of this Page is Intentionally left Blank

                                       18


--------------------------------------------------------------------------------
Exhibit                                                                  Page
Number              Table  Category  /  Description  of  Exhibit        Number
--------------------------------------------------------------------------------
                    [3] ARTICLES OF INCORPORATION AND BY-LAWS
--------------------------------------------------------------------------------
 3.1           Articles  of  Incorporation                                20
 3.2           By-laws                                                    22
--------------------------------------------------------------------------------
                            [10] MATERIAL AGREEMENTS
--------------------------------------------------------------------------------
 10.1     Master  Distributor  License  Modification  Agreement           29
--------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
 FA-00     Audited Financial Statements for the years ended
           December 31, 2000and  1999,  and  from  inception.             38
--------------------------------------------------------------------------------



     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 Company
and  in  the  individual  capacities  and  on  the  date
indicated.

                            KNOWLEDGE NETWORKS, INC.

Dated:  March  28,  2001     by


   /s/Jay  Roberge                  /s/Jeffrey  A.  Harry
      Jay  Roberge                     Jeffrey  A.  Harry
      President  CEO/Director          Chief  Financial  Officer

                                       19


--------------------------------------------------------------------------------
                                   EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
--------------------------------------------------------------------------------

                                       20


                            ARTICLES OF INCORPORATION
                                       OF
                            KNOWLEDGE NETWORKS, INC.

     ARTICLE  I.  The  name  of  the  Corporation  is  KNOWLEDGE  NETWORKS, INC.

     ARTICLE  II.  Its principal office in the State of Nevada is 774 Mays Blvd.
#10,  Incline  Village  NV  89452.  The  initial  resident agent for services of
process  at  that  address  is  N&R  Ltd.  Group,  Inc

     ARTICLE  III.  The  purposes  for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada  or  of  the  United  States  of America.  The period of existence of the
corporation  shall  be  perpetual.

     ARTICLE  IV.  The corporation shall have authority to issue an aggregate of
50,000,000  shares  of  common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$50,000.  The corporation's capital stock may be sold from time to time for such
consideration  as  may  be  fixed  by  the  Board of Directors, provided that no
consideration  so  fixed  shall  be  less  than  par  value.

     ARTICLE  V.  No  shareholder  shall  be  entitled  to  any  preemptive  or
preferential  rights  to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder  possess  cumulative  voting rights at any shareholders meeting, for
the  purpose  of  electing  Directors,  or  otherwise.

     ARTICLE  VI. The name and address of the Incorporator of the corporation is
William  Stocker,  Attorney  at  Law,  34700  Pacific  Coast Highway, Suite 303,
Capistrano  Beach  CA  92624,  phone  (949)  248-9561,  fax  (949) 248-1688. The
affairs of the corporation shall be governed by a Board of Directors of not less
than  one  (1)  nor  more  than  (7) persons. The Incorporator shall act as Sole
Initial  Director.

     ARTICLE  VII. The Capital Stock, after the amount of the subscription price
or  par  value,  shall  not  be  subject  to  assessment to pay the debts of the
corporation,  and  no  stock  issued,  as  paid  up, shall ever be assessable or
assessed.

     ARTICLE  VIII.  The  initial By-laws of the corporation shall be adopted by
its  Board  of  Directors.  The  power to alter, amend or repeal the By-laws, or
adopt  new  By-laws,  shall  be  vested  in  the  Board  of Directors, except as
otherwise  may  be  specifically  provided  in  the  By-laws.

     I  THE  UNDERSIGNED,  being  the  Incorporator  hereinbefore  named for the
purpose  of  forming  a  corporation pursuant the General Corporation Law of the
State  of  Nevada,  do  make  and  file  these Articles of Incorporation, hereby
declaring  and certifying that the facts herein stated are true, and accordingly
have  set  my  hand  hereunto  this  Day,

December  16,  1998.


                               /s/William Stocker
                                 William Stocker
                                 attorney at law
                                  Incorporator

                                       21


--------------------------------------------------------------------------------
                                   EXHIBIT 3.2

                                     BY-LAWS
--------------------------------------------------------------------------------

                                       22


                                     BY-LAWS
                                       OF
                            KNOWLEDGE NETWORKS, INC.
                              A NEVADA CORPORATION

                                    ARTICLE I
                                CORPORATE OFFICES

     The  principal  registered office of the corporation in the State of Nevada
shall  be  located at 987 Tahoe Blvd., Suite 207, Incline Village NV 89451-8773.
The  corporation may have such other offices, either within or without the State
of  incorporation  as the board of directors may designate or as the business of
the  corporation  may  from  time  to  time  require.

                                   ARTICLE II
                             SHAREHOLDERS' MEETINGS

SECTION  1.  PLACE  OF  MEETINGS

     The  directors  may designate any place, either within or without the State
unless  otherwise  prescribed by statute, as the place of meeting for any annual
meeting  or  for any special meeting called by the directors. A waiver of notice
signed  by  all  stockholders  entitled  to  vote at a meeting may designate any
place,  either  within  or  without  the  State  unless  otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a  special  meeting  be  otherwise  called,  the  place  of meeting shall be the
principal  office  of  the  corporation.

SECTION  2.  ANNUAL  MEETINGS

     The  annual  meeting of the shareholders shall be held on the second Monday
of  March in each year, if not a holiday, at Ten o'clock A.M., at which time the
shareholders  shall  elect  a  Board  of Directors and transact any other proper
business. If this date falls on a holiday, then the meeting shall be held on the
following  business  day  at  the  same  hour.

SECTION  3.  SPECIAL  MEETINGS

     Special  meetings  of  the shareholders may be called by the President, the
Board  of  Directors,  by  the holders of at least ten percent of all the shares
entitled  to  vote  at  the  proposed  special  meeting, or such other person or
persons  as  may  be  authorized  in  the  Articles  of  Incorporation.

SECTION  4.  NOTICES  OF  MEETINGS

     Written  or  printed  notice stating the place, day and hour of the meeting
and,  in  the  case  of a special meeting, the purpose or purposes for which the
meeting  is called, shall be delivered not less than ten (10) days nor more than
twenty  (20)  days before the date of the meeting, either personally or by mail,
by  the  direction  of  the  president,  or secretary, or the officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as  it  appears  on  the  stock  transfer books of the corporation, with postage
thereon  prepaid.


SECTION  5.  CLOSING  OF  TRANSFER  BOOKS  OR  FIXING  RECORD  DATE.

     For  the  purpose  of  determining stockholders entitled to notice of or to
vote  at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of  stockholders  for any other proper purpose, the directors of the corporation
may  provide  that  the stock transfer books shall be closed for a stated period
but  not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at  a  meeting  of  stockholders, such books shall be closed for at least twenty
(20)  days  immediately  preceding  such  meeting.  In lieu of closing the stock
transfer  books,  the directors may fix in advance a date as the record date for
and  such  determination  of  stockholders, such date in any case to be not more
than  twenty  (20) days and, in case of a meeting of stockholders, not less than
ten  (10)  days  prior to the date on which the particular action requiring such
determination  of  stockholders entitled to notice of or to vote at a meeting of
stockholders,  or  stockholders  entitled  to receive payment of a dividend, the
date  on  which  notice  of  the  meeting  is  mailed  or  the date on which the
resolution  of the directors declaring such dividend is adopted, as the case may
be,  shall  be  the  record  date for such determination of stockholders. When a
determination  of  stockholders  entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment  thereof.

                                       23


SECTION  6.  VOTING  LIST.

     The  officer  or  agent  having  charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of  stockholders,  a  complete  list  of  stockholders  entitled to vote at such
meeting,  or  any  adjournment thereof, arranged in alphabetical order, with the
address  of  and  number of shares held by each, which list, for a period of ten
(10)  days  prior to such meeting, shall be kept on file at the principal office
of  the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at  the  time and place of the meeting and shall be subject to the inspection of
any  stockholder  during  the  whole  time  of  the  meeting. The original stock
transfer  book  shall  be  prima  facie  evidence as to who are the stockholders
entitled  to  examine  such  list or transfer books or to vote at the meeting of
stockholders.

SECTION  7.  QUORUM.

     At  any  meeting  of stockholders fifty-one (51) percent of the outstanding
shares  of  the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less than said number
of  the  outstanding  shares  are  represented  at  a meeting, a majority of the
outstanding  shares  so  represented  may  adjourn the meeting from time to time
without  further  notice.  At  such adjourned meeting at which a quorum shall be
present  or  represented,  any  business may be transacted which might have been
transacted  at  the  meeting  originally notified. The stockholders present at a
duly  organized  meeting  may  continue  to transact business until adjournment,
notwithstanding  the  withdrawal  of  enough  stockholders  to leave less than a
quorum.

SECTION  8.  PROXIES.

     At  all  meetings  of  the  stockholders,  a  stockholder may vote by proxy
executed  in  writing  by  the stockholder or by his duly authorized attorney in
fact.  Such proxy shall be filed with the secretary of the corporation before or
at  the  time  of  the  meeting.

SECTION  9.  VOTING.

     Each  stockholder  entitled  to  vote  in  accordance  with  the  terms and
provisions  of  the  certificate  of  incorporation  and  these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote  held by such shareholder. Upon the demand of any stockholder, the vote for
directors  and  upon  any  question  before  the meeting shall be by ballot. All
elections  for directors shall be decided by plurality vote; all other questions
shall  be  decided  by  majority  vote  except  as  otherwise  provided  by  the
Certificate  of  Incorporation  or  the  laws  of  Nevada.

SECTION  10.  ORDER  OF  BUSINESS.

     The  order  of  business  at  all meetings of the stockholders, shall be as
follows:

     a.     Roll  Call.
     b.     Proof  of  notice  of  meeting  or  waiver  of  notice.
     c.     Reading  of  minutes  of  preceding  meeting.
     d.     Reports  of  Officers.
     e.     Reports  of  Committees.
     f.     Election  of  Directors.
     g.     Unfinished  Business.
     h.     New  Business.

SECTION  11.  INFORMAL  ACTION  BY  STOCKHOLDERS.

     Unless  otherwise  provided by law, any action required to be taken, or any
other  action which may be taken, at a meeting of the stockholders, may be taken
without  a  meeting  if a consent in writing, setting forth the action so taken,
shall  be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be  taken,  or  any  other  action  which  may  be  taken,  at  a meeting of the
stockholders,  may  be  taken without a meeting if a consent in writing, setting
forth  the  action  so  taken,  shall  be  signed  by  a  Majority of all of the
stockholders  entitled to vote with respect to the subject matter thereof at any
regular  meeting  called on notice, and if written notice to all shareholders is
promptly  given  of  all  action  so  taken.

                                       24


SECTION  12.  BOOKS  AND  RECORDS.

     The  Books,  Accounts,  and  Records  of  the corporation, except as may be
otherwise  required  by  the laws of the State of Nevada, may be kept outside of
the  State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the  stock  ledgers, shall be open to the inspection of the stockholders, and no
stockholder  shall  have any right to inspect any account or book or document of
this  Corporation,  except  as  conferred  by  law  or  by  resolution  of  the
stockholders  or  directors. In the event such right of inspection is granted to
the  Stockholder(s)  all  fees associated with such inspection shall be the sole
expense  of  the  Stockholder(s)  demanding the inspection. No book, account, or
record  of  the  Corporation  may be inspected without the legal counsel and the
accountants  of the Corporation being present. The fees charged by legal counsel
and  accountants to attend such inspections shall be paid for by the Stockholder
demanding  the  inspection.

                                   ARTICLE III
                               BOARD OF DIRECTORS

SECTION  1.  GENERAL  POWERS.

     The  business  and affairs of the corporation shall be managed by its board
of  directors.  The  directors  shall  in all cases act as a board, and they may
adopt  such  rules  and  regulations  for  the conduct of their meetings and the
management  of  the  corporation, as they may deem proper, not inconsistent with
these  by-laws  and  the  laws  of  this  State.

SECTION  2.  NUMBER,  TENURE,  AND  QUALIFICATIONS.

     The  number  of  directors of the corporation shall be a minimum of one (l)
and a maximum of nine (9). Each director shall hold office until the next annual
meeting  of  stockholders  and  until  his successor shall have been elected and
qualified.

SECTION  3.  REGULAR  MEETINGS.

     A regular meeting of the directors, shall be held without other notice than
this  by-law  immediately after, and at the same place as, the annual meeting of
stockholders.  The  directors may provide, by resolution, the time and place for
holding  of  additional  regular  meetings  without  other  notice  than  such
resolution.

SECTION  4.  SPECIAL  MEETINGS.

     Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings  of  the directors may fix the place for holding any special meeting of
the  directors  called  by  them.

SECTION  5.  NOTICE.

     Notice  of  any  special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director  at  his business address. If mailed, such notice shall be deemed to be
delivered  when  deposited  in the United States mail so addressed, with postage
thereon  prepaid.  The  attendance of a director at a meeting shall constitute a
waiver  of notice of such meeting, except where a director attends a meeting for
the  express purpose of objecting to the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.

SECTION  6.  QUORUM.

     At  any  meeting  of  the  directors  fifty (50) percent shall constitute a
quorum  for the transaction of business, but if less than said number is present
at  a  meeting, a majority of the directors present may adjourn the meeting from
time  to  time  without  further  notice.

SECTION  7.  MANNER  OF  ACTING.

     The  act  of  the majority of the directors present at a meeting at which a
quorum  is  present  shall  be  the  act  of  the  directors.

                                       25


SECTION  8.  NEWLY  CREATED  DIRECTORSHIPS  AND  VACANCIES.

     Newly  created  directorships  resulting  from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of  directors  without  cause  may  be  filled  by a vote of the majority of the
directors  then  in  office,  although  less  than  a  quorum  exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote  of  the  stockholders.  A  director  elected  to  fill a vacancy caused by
resignation,  death or removal shall be elected to hold office for the unexpired
term  of  his  predecessor.

SECTION  9.  REMOVAL  OF  DIRECTORS.

     Any  or  all  of  the  directors  may  be  removed for cause by vote of the
stockholders  or  by action of the board. Directors may be removed without cause
only  by  vote  of  the  stockholders.

SECTION  10.  RESIGNATION.

     A  director  may  resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the  notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make  it  effective.

SECTION  11.  COMPENSATION.

     No  compensation  shall  be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each  regular  or special meeting of the board may be authorized. Nothing herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
corporation  in  any  other  capacity  and  receiving  compensation  therefor.

SECTION  12.  EXECUTIVE  AND  OTHER  COMMITTEES.

    The board, by resolution, may designate from among its members an executive
   committee and other committees, each consisting of one (l) or more directors.
          Each such committee shall serve at the pleasure of the board.

                                   ARTICLE IV
                                    OFFICERS

SECTION  1.  NUMBER.

     The  officers  of the corporation shall be the president, a secretary and a
treasurer,  each  of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the  directors.

SECTION  2.  ELECTION  AND  TERM  OF  OFFICE.

     The  officers  of  the  corporation to be elected by the directors shall be
elected  annually  at  the first meeting of the directors held after each annual
meeting  of the stockholders. Each officer shall hold office until his successor
shall  have  been  duly  elected  and shall have qualified or until his death or
until  he  shall  resign  or  shall  have been removed in the manner hereinafter
provided.

SECTION  3.  REMOVAL.

     Any  officer  or agent elected or appointed by the directors may be removed
by  the  directors  whenever  in  their  judgement  the  best  interest  of  the
corporation would be served thereby, but such removal shall be without prejudice
to  contract  rights,  if  any,  of  the  person  so  removed.

SECTION  4.  VACANCIES.

     A  vacancy  in  any  office  because  of  death,  resignation,  removal,
disqualification  or otherwise, may be filled by the directors for the unexpired
portion  of  the  term.

SECTION  5.  PRESIDENT.

     The  president  shall be the principal executive officer of the corporation
and,  subject  to  the  control of the directors, shall in general supervise and
control  all  of  the  business  and  affairs of the corporation. He shall, when
present,  preside  at  all meetings of the stockholders and of the directors. He
may  sign,  with  the  secretary  or any other proper officer of the corporation
thereunto  authorized  by  the  directors,  certificates  for  shares  of  the
corporation,  any deeds, mortgages, bonds, contracts, or other instruments which
the  directors  have  authorized  to  be  executed,  except  in  cases where the
directors or by these by-laws to some other officer or agent of the corporation,

                                       26


or  shall  be required by law to be otherwise signed or executed; and in general
shall  perform  all  duties  incident  to the office of president and such other
duties  as  may  be  prescribed  by  the  directors  from  time  to  time.

SECTION  6.  CHAIRMAN  OF  THE  BOARD.

     In  the absence of the president or in the event of his death, inability or
refusal  to act, the chairman of the board of directors shall perform the duties
of  the  president,  and  when  so  acting,  shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors  shall  perform such other duties as from time to time may be assigned
to  him  by  the  directors.

SECTION  7.  SECRETARY.

     The  secretary  shall  keep  the  minutes  of  the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices  are duly given in accordance with the provisions of these by-laws or as
required,  be  custodian  of  the  corporate  records  and  of  the  seal of the
corporation  and  keep a register of the post office address of each stockholder
which  shall  be  furnished  to  the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the  duties  incident  to  the office of secretary and such other duties as from
time  to  time  may  be  assigned  to  him by the president or by the directors.

SECTION  8.  TREASURER.

     If  required  by  the  directors,  the  treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the  directors  shall  determine.  He  shall  have  charge and custody of and be
responsible  for  all  funds and securities of the corporation; receive and give
receipts  for  moneys  due  and  payable  to  the  corporation  from  any source
whatsoever,  and  deposit all such moneys in the name of the corporation in such
banks,  trust companies or other depositories as shall be selected in accordance
with  these  by-laws  and  in  general perform all of the duties incident to the
office  of  treasurer and such other duties as from time to time may be assigned
to  him  by  the  president  or  by  the  directors.


SECTION  9.  SALARIES.

     The  salaries  of  the  officers  shall  be  fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of  fact  that  he  is  also  a  director  of  the  corporation.

                                    ARTICLE V
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION  1.  CONTRACTS.

     The  directors  may  authorize  any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on  behalf  of the corporation, and such authority may be general or confined to
specific  instances.

SECTION  2.  LOANS.

     No  loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the  directors. Such authority may be general or confined to specific instances.

SECTION  3.  CHECKS,  DRAFTS,  ETC.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by  such  officer  or  officers,  agent or agents of the corporation and in such
manner  as shall from time to time be determined by resolution of the directors.

SECTION  4.  DEPOSITS.

     All funds of the corporation not otherwise employed shall be deposited from
time  to time to the credit of the corporation in such banks, trust companies or
other  depositories  as  the  directors  may  select.

                                       27


                                   ARTICLE VI
                                   FISCAL YEAR

     The fiscal year of the corporation shall begin on the 1st day of January in
each  year,  or  on  such  other  day  as  the  Board  of  Directors  shall fix.

                                   ARTICLE VII
                                    DIVIDENDS

     The  directors  may from time to time declare, and the corporation may pay,
dividends  on  its  outstanding  shares  in  the  manner  and upon the terms and
conditions  provided  by  law.

                                  ARTICLE VIII
                                      SEAL

     The  directors  may  provide  a  corporate  seal which shall have inscribed
thereon  the  name  of  the  corporation,  the  state  of incorporation, year of
incorporation  and  the  words,  "Corporate  Seal".

                                   ARTICLE IX
                                WAIVER OF NOTICE

     Unless  otherwise  provided  by  law, whenever any notice is required to be
given  to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof  in  writing,  signed  by the person or persons entitled to such notice,
whether  before  or after the time stated therein, shall be deemed equivalent to
the  giving  of  such  notice.


                                    ARTICLE X
                                   AMENDMENTS

     These  by-laws  may  be altered, amended or repealed and new by-laws may be
adopted  in  the  same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued  and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting  when  the  proposed  amendment  has  been set out in the notice of such
meeting.


                                  CERTIFICATION

     THE  SECRETARY  of the Corporation hereby certifies that the foregoing is a
true  and  correct  copy  of  the  By-Laws of the Corporation named in the title
thereto  and  that  such  By-Laws were duly adopted by the Board of Directors of
said  Corporation  on  the  date  set  forth  below.

EXECUTED,  this  day  of  December  16,  1998.


                               /s/Jeffrey T. Harry
                                    Secretary
                                Jeffrey T. Harry

                                       28


--------------------------------------------------------------------------------
                                  EXHIBIT 10.1

                MASTER DISTRIBUTOR LICENSE MODIFICATION AGREEMENT
--------------------------------------------------------------------------------

                                       29


                MASTER DISTRIBUTOR LICENSE MODIFICATION AGREEMENT

This  MASTER  DISTRIBUTOR LICENSE AGREEMENT (the  Agreement ) is entered into as
of  this  1st  day  of  December  2000  between:


MPOWER  TECHNOLOGIES  INC.
Incorporated  under  the  laws  of  the  Province  of  Alberta
and  having  an  office  in  the  City  of  Calgary.
(hereinafter  referred  to  as  MPower")

-  and  -

KNOWLEDGE  NETWORKS  INC.,
Incorporated  under  the  laws  of  the  State  of  Nevada
and  having  an  office  in  the  City  of  Dana  Point,  California.
(hereinafter  referred  to  as  KNI")


                                 R E C I T A L S

WHEREAS  it  is  understood  and  agreed  that:

     A.     MPower has developed two software products (hereinafter individually
referred  to as  Universal Wireless Access Platform  and  Wireless Office Ware ,
respectively, and in the aggregate as  UWAP/WOW ), which constitute a Java-based
wireless  access  platform.  Each  of  Universal  Wireless  Access  Platform and
Wireless  Office  Ware  is  more  fully  described in Exhibit A attached hereto.

     B.     KNI desires to utilize UWAP/WOW in object code form for the purposes
of  preparing,  developing,  manufacturing,  publishing,  marketing, hosting and
distributing  new  products  and applications that will be based upon revisions,
modifications,  and  translations  of,  and  derivative  works  based  upon,
UWAP/WOW(the  Derived  Works  ).

     C.     MPower previously agreed to grant KNI a perpetual, master license to
utilize  UWAP/WOW in object code form for the purposes of preparing, developing,
manufacturing,  publishing,  marketing  and  distributing  Derived Works for the
channel  of  trade  of  Applications  Service  Provider (the  Initial License ).

     D.     MPower  and  KNI  now wish to make certain amendments to the Initial
License  and  restate  the  entire  license  agreement.

     NOW  THEREFORE,  in consideration of the facts recited above and the mutual
agreements  contained herein, and for other good and valuable consideration, the
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereto agree as
follows:


     1.     GRANT  OF  LICENSE;  DEVELOPMENT  AND  RELATED  MATTERS.

          1.1     Grant.  Subject to the terms and conditions of this Agreement,
MPower  hereby  grants  to  KNI,  effective during the term of this Agreement, a
non-transferable  and  non-exclusive,  perpetual,  royalty-bearing license, with
restricted  right  to  sublicense,to:

                                       30


               (a)     use  and  modify  UWAP/WOW  object  code  for  internal
operational  purposes;  and

               (b)     reproduce, modify, translate, and create derivative works
based upon UWAP/WOW object code in connection with the preparation, development,
manufactur-ing,  publication,  marketing  and  distribution  of  Derived  Works;

               (c)     to  grant sublicenses to end user of the Derived Works to
use  and  archive,  but  not  to  modify,  market  and  sell such Derived Works.

          1.2     Training.  MPower  shall  provide  KNI  s technical staff with
training  for  a  period  of  two  weeks  at  MPower  s  offices.

          1.3     Term  of  License.  All of the license rights granted pursuant
to  Section  1.1  above  shall  be  perpetual  in  nature.  Notwithstanding  the
foregoing,  such  license  rights  shall  terminate  upon  the voluntary written
agreement  of  the  parties hereto or, except as otherwise specifically provided
hereunder,  upon  the  bankruptcy,  receivership,  or  dissolution  of  KNI

          1.4     Non-Competition.  KNI s channel of trade is as an Applications
Service  Provider,  not as a wireless access platform software developer. During
the  term of this agreement KNI, for itself, its affiliates, principals, agents,
and  successors:  (a) admits, and will not engage in the development of computer
software  program(s) that may compete with the UWAP/WOW software covered in this
Agreement;  and  (b) will not promote the sale of or offer for sale any software
program  or  programs  that are in direct competition with the UWAP/WOW software
covered in this Agreement.  In the event that there is perceived competition and
the  parties  are  unable  to  resolve the dispute themselves, then the terms of
Section  9  will  apply.


     2.     CONSIDERATION

          2.1     Consideration.

          The  license  grants  set  forth  in Paragraph 1.1 and the transfer of
technology contemplated therein are given as consideration for the making of the
loan  by  KNI to MPower of the sum of $435,862 (the  Loan ), receipt of which is
hereby  acknowledged.

          In  the  event  that  KNI  chooses to make demand for repayment of the
Loan,  KNI  shall  have  the  following  options:
     (a)     KNI  may  elect  to demand full repayment of the Loan and terminate
this  License  Agreement;  or
     (b)     KNI  may  elect  to  retain  this  License  for  consideration  of
$100,000.00  and  demand  repayment  of  the  balance  of  the  Loan.

          2.2     Acknowledgment of Royalty Payments.  With the exception of any
payments  made  or  to  be made by KNI pursuant to this Article 2, KNI shall pay
MPower a royalty fee every three months based on the net sales proceeds, ongoing
or  otherwise,  in  connection  with  this  Agreement  in an amount equal to the
following:

     (i)     Fifteen  percent  (15%)  on  the  first  Ten  Million  Dollars
($10,000,000)  on  net  sales;

                                       31


     (ii)     Ten  percent (10%) on the second Ten Million Dollars ($10,000,000)
on  net  sales;  and
     (iii)     Five  percent  (5%)  on  net  sales  thereafter.


     The royalty fee for each three (3) month period shall be paid by KNI within
30  days  of  the last day of such period unless otherwise mutually agreed to in
writing.  The  parties  hereto  intend  that the ongoing payment of royalty fees
will  cover costs related to the ongoing technical support by MPower pursuant to
the  terms  as  set  out  in  Section  5.  The  support period shall commence on
December  1,  2000.

          2.3     Additional  Royalty  Covenants:

     (a)     KNI shall use reasonable commercial efforts to collect all accounts
receivable  from  the  sale  of  Derived  Works  to  end  users;

     (b)     MPower  may,  no more frequently than twice yearly, audit the books
of  account  of  KNI  relating to sales of Derived Works, at its cost upon three
days  notice  during  normal  working  hours  and  days  by  a  certified  audit
professional.  If  a  deficiency of more than five (5%0 percent of the royalties
payable  is  discovered  by  such  audit,  then  KNI  shall, in addition to such
deficiency  amount,  pay  the costs of the audit forthwith to MPower.  KNI shall
keep  its  books  of  account  in  accordance  with  U.S.  GAAP.


     3.     OWNERSHIP  RIGHTS.

               3.1     Ownership  of  UWAP/WOW.  Subject  to  the license rights
granted by MPower to KNI under this Agreement, MPower shall have and retain sole
and  exclusive  ownership  of:
               (a)     UWAP/WOW,  including without limitation, all software (in
both  source  code and object code form), documentation, works of authorship and
any  other  materials  included  therein  or associated therewith (excluding all
Derived  Works  and  all  other documentation, works of authorship and any other
materials  with  respect  to  which KNI has and retains ownership as provided in
Section  3.2  of  this  Agreement).

               (b)     any  and  all worldwide copyrights and other intellectual
property  rights  which  may  be  associated  with  or  related  to  UWAP/WOW.

     KNI  admits,  and  will  take  no  action to challenge or contest, MPower s
ownership  of  the  UWAP/WOW.

          3.2     Ownership  of Derived Works.  Subject to the rights granted by
KNI  to  MPower  under  Section (4) of this Agreement, KNI shall have and retain
sole  and  exclusive  ownership  of:

               (a)     each  Derived  Work,  including  without  limitation, all
software  (in  both  source  code and object code form), documentation, works of
authorship  and  any  other  materials  included therein or associated therewith
(excluding  any rights of ownership in the background UWAP/WOW technology) ; and

                                       32


               (b)     any  and  all worldwide copyrights and other intellectual
property  rights  which  may  be associated with or related to each Derived Work
(excluding  any  rights  of  ownership  in  the background UWAP/WOW technology).

          MPower  admits, and will take no action to challenge or contest, KNI s
ownership  of  the  Derived  Works.

     4.     CROSS-LICENSE  OF  DERIVED  WORKS.  KNI  hereby  grants  MPower  a
non-exclusive,  non-transferable  and royalty-freE license, effective during the
term  of  this  Agreement,  to use all Derived Works in connection with MPower s
operation  of  its  internal  business units.  In no event shall MPower have the
right  to  sell,  lease,  license,  market, distribute or otherwise commercially
exploit  any  Derived  Work.

     5.     SUPPORT  OBLIGATIONS.

     5.1     MPower  Obligations.  MPower  shall  provide  product  support (the
Support  )  in  connection  with KNI s use of UWAP/WOW as set forth in Exhibit C
attached  hereto

     6.     ESCROW  OF  UWAP/WOW  SOURCE  CODE.

          6.1     Escrow  of Source Code.  Upon the execution of this Agreement,
and at KNIs cost,MPower shall place all source code constituting and relating to
each  of  UWAP/WOW into an escrow account (the  Escrow Account ) pursuant to the
terms of an escrow agreement to be entered into by and among MPower, KNI and the
escrow  agent (the  Escrow Agent ), to be mutually acceptable to the MPower, KNI
and  the  Escrow  Agent,  in  form  and  substance substantially as set forth in
Exhibit  B  attached  hereto  (the  Escrow  Agreement  ).

          6.2     Delivery  of Source Code to KNI.  In the event MPower (i) cuts
funding  related  to the UWAP/WOW technology to such an extent that MPower is no
longer  either  vigorously  developing  the  UWAP/WOW  technology  or vigorously
marketing  and  promoting  the  UWAP/WOW  technology,  (ii) shelves the UWAP/WOW
technology,  or  (iii) loses key employees as defined in Exhibit D and such loss
renders  MPower unable to perform its covenants of technical assistance pursuant
to  this  Agreement, the Escrow Agent shall deliver the escrowed UWAP/WOW source
code  to  KNI,  pursuant  to  the  terms  of  the Escrow Agreement, which Escrow
Agreement  shall  so  provide  for  such  delivery.
          6.3     Escrow  Exclusivity.  MPower  shall  not  enter into any other
escrow  arrangement  with  any  other  party  involving  the source code for the
UWAP/WOW  technology.



     8.     TERM  AND  TERMINATION.


          8.1     Perpetual  Term.  Subject  to termination of this Agreement in
accordance  with  Sections  8.2  and  8.3, this Agreement shall have a perpetual
term,  commencing  on  the  date  hereof.

          8.2     Termination  upon  Agreement  of the Parties.  The parties may
voluntarily  agree  to  terminate  this  Agreement  in  writing.

                                       33


          8.3     Termination  by  MPower.  MPower  may terminate this Agreement
if:

               (a)     KNI  becomes  the  subject  of  a  voluntary  petition on
bankruptcy  or  any  voluntary  proceeding relating to insolvency, receivership,
liquidation,  or  a  composition  for  the  benefit  of  creditors;  or

               (b)     KNI  becomes  the  subject  of an involuntary petition on
bankruptcy  or  any involuntary proceeding relating to insolvency, receivership,
liquidation,  or a composition for the benefit of creditors, if such petition or
proceeding  is  not  dismissed  within  sixty  (60)  days  of  its  filing.

               (d)     KNI  breaches  the  Non-competition covenant in Paragraph
1.3  and  the  mediator  has  been  unable to bring the parties to an acceptable
resolution  pursuant  to  Article  9  hereof;

               (e)     KNI  materially  breaches  its  obligations  of
confidentiality  pursuant  to  this  Agreement;

     In  the above events and within thirty days of termination, i) MPower shall
return  to  KNI  the  Cash Payment as provided in Section 2.1. and ii) KNI shall
return  to  MPower  any  UWAP/WOW  source  code, (if it has possession thereof),
object  code,  documentation,  works  of  authorship  and any materials included
therein  or  associated  therewith.

          8.4     Survival.  The rights and obligations of the parties contained
in  Article  3  (  Ownership  Rights  )  shall  survive  any termination of this
Agreement.


     9.     DISPUTE  RESOLUTION.  The  parties  shall  attempt  in good faith to
resolve by mediation any dispute arising out of or relating to this agreement as
follows:

          9.1     Provisional  Remedies.  The  procedures  specified  in  this
Article  9  shall  be  the  sole  and exclusive procedures for the resolution of
disputes  between  the  parties  arising  out  of or relating to this agreement;
provided,  however,  that  a  party  may  seek a preliminary injunction or other
provisional judicial relief if in its judgment such action is necessary to avoid
irreparable  damage  or  to  preserve  the status quo.  Despite such action, the
parties  will  continue to participate in good faith in the procedures specified
in  this  Article  9.

          9.2     Mediation.  Either  party  may initiate a mediation proceeding
by  a  request  in  writing to the other party.  Thereupon, both parties will be
obligated to engage in mediation. The proceeding will be conducted in accordance
with  the  then  current  Calgary  Mediation  Services  (CMS, or its equivalent)
Procedure  for  Mediation  of  Business Disputes, with the following exceptions:

               (a)     if  the  parties  have  not  agreed within 30 days of the
request  for mediation on the selection of a mediator willing to serve, the CMS,
upon  the  request  of either party, shall appoint a member of the CMS Panels of
Neutrals  as  the  mediator;  and

                                       34


               (a)     efforts  to  reach  a  settlement will continue until the
conclusion  of  the  proceeding,  which  is  deemed  to  occur  when:

     (i)     a  written  settlement  is  reached,  or

     (ii)     the  mediator  concludes  and  informs the parties in writing that
further  efforts  would  not  be  useful,  or

     (iii)     the  parties  agree  in writing that an impasse has been reached.

          Neither  party  may  withdraw before the conclusion of the proceeding.

          9.3     Tolling  Statute  of  Limitations.  All applicable statutes of
limitation and defenses based upon the passage of time shall be tolled while the
procedures  specified in this Article 9 are pending.  The parties will take such
action,  if  any,  required  to  effectuate  such  tolling.

          9.4     Performance  to  Continue.  Each party is required to continue
to  perform  its obligations under this contract pending final resolution of any
dispute  arising  out  of  or  relating  to  this  contract.

          9.5     Extension  of  Deadlines.  All  deadlines  specified  in  this
Article  9  may  be  extended  by  mutual  agreement.

          9.6     Binding  Effect.  The  parties regard the aforesaid obligation
to  mediate  an  essential  provision  of this agreement and one that is legally
binding on them.  In case of a violation of such obligation by either party, the
other may bring an action to seek enforcement of such obligation in any court of
law  having  jurisdiction  thereof.

     10.     CONFIDENTIALITY

     10.01     The  terms  of  that  certain  Non-Disclosure  Agreement attached
hereto  as  Exhibit E are incorporated by reference herein and made part hereof.


     11.  MISCELLANEOUS  PROVISIONS.

          11.1     Assignment.  This  Agreement  may  not  be assigned by either
party  hereto  without  the  express  prior  written consent of the other party.

          11.2     Notice.  Any  notice  required,  permitted  or  desired to be
given pursuant to any of the provisions of this Agreement will be deemed to have
been  sufficiently  given or served if delivered in person or sent by registered
or  certified  mail,  return  receipt  requested,  postage and fees prepared, as
follows:

          If to MPower Technologies Inc.:          Suite 200, 1000 Centre Street
N.,
                                        Calgary,  Alberta  T2E  7W6,  Canada


          If  to  Knowledge  Networks  Inc.:          Suite  318
                                        24843  Del  Prado
                                        Dana  Point,  California  92629,  USA

                                       35


          11.3     Relationship  of  the  Parties.  The relationship between the
parties  will be that of independent contractors.  Nothing herein will be deemed
to  create  a  partnership  joint  venture,  or  employer/employee relationship.
Neither  party  will incur any debts or make any commitments for or on behalf of
the  other  party  and  neither party will have any right, power or authority to
bind the other to any commitments, debts, obligations or agreements of any kind.

          11.4     Governing  Law.  This  Agreement  will  be  governed  by, and
construed  in  accordance  with,  the  laws  of  the  State  of California, USA

          11.5     Currency, Any reference to prices or amounts payable pursuant
to  this  Agreement  are  expressed  in  Canadian  currency.

          11.6     Severability.  All  of  the  clauses  of  this  Agreement are
distinct  and severable, and if any clause will be held illegal or void, it will
not  affect  the  validity  or  legality  of  the  remaining  provisions of this
Agreement.

          11.7     Waiver.  The  waiver  by  MPower  or KNI of strict compliance
with  any  of  the  terms  or provisions of this Agreement will not constitute a
waiver  of  such provision or any other term or provision of this Agreement.  No
waiver  by  either  party will be valid or effective unless it is set forth in a
writing  signed  by  such  party.

          11.8     Headings.  The  headings  of  the  Sections and paragraphs of
this  Agreement have been inserted for convenience of reference only and will in
no  way restrict or otherwise modify any of the terms or provisions hereof.  All
references  to exhibits and sections herein refer to exhibits to and sections of
this  Agreement.

          11.9     Entire  Agreement  &  Amendment.  This  Agreement  and  the
exhibits  hereto  constitute  the entire agreement and understanding between the
parties  relating to the subject matter hereof.  No amendment or modification of
this  Agreement  will  be valid or effective unless it is set forth in a writing
that  is  signed  by  duly  authorized representatives of each of MPower and KNI

11.10     Further  Assurances.  Each of the parties will, from time to time, and
at  all times hereafter, but without any further consideration, do all such acts
and  things  and  execute  and deliver all such further agreements, instruments,
deeds  and  other  documents  as  may  be  reasonably required in order to fully
perform  and  carry  out  the  terms  of  this  Agreement.
11.11     This  agreement  survives  and supercedes any previous agreements with
the  exception  of  the  Non-disclose  agreement.

                                       36



     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  day  and  year  first  written  above.

MPOWER  TECHNOLOGIES,  INC.     KNOWLEDGE  NETWORKS  INC.

Kevin  Nielsen     Jay  Roberge
Kevin  Nielsen     Jay  Roberge

Its  President  &  CEO     Its  CEO

                                       37


--------------------------------------------------------------------------------
                                  EXHIBIT FA-00

                          AUDITED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2000 AND 1999,
                               AND FROM INCEPTION.
--------------------------------------------------------------------------------

                                       38


--------------------------------------------------------------------------------
                            KNOWLEDGE NETWORKS, INC.
                              FINANCIAL STATEMENTS
                           December 31, 2000 and 1999
--------------------------------------------------------------------------------

                                       39


                                 C O N T E N T S



Independent  Auditor's  Report

Balance  Sheets

Statements  of  Operations

Statements  of  Stockholders'  Equity

Statements  of  Cash  Flows

Notes  to  the  Financial  Statements

                                       40


                          INDEPENDENT AUDITOR'S REPORT



To  the  Board  of  Directors  and  Stockholders  of
Knowledge  Networks,  Inc.

We  have audited the accompanying  balance sheets of Knowledge Networks, Inc. as
of  December  31,  2000  and  1999  and  the  related  statements of operations,
stockholders'  equity  and  cash flows for the years then ended. 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  generally  accepted  auditing
standards.  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. as of
December  31, 2000 and 1999 and the results of its operations and cash flows for
the  years  then  ended  in  conformity  with  generally  accepted  accounting
principles.

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
Salt  Lake  City,  Utah
January  26,  2001

                                       41


                            KNOWLEDGE NETWORKS, INC.
                                 Balance Sheets

                                     ASSETS

                                                          December  31,
                                                    2000                1999
--------------------------------------------------------------------------------
Current  assets
   Cash                                           $     161          $     5,585
   Notes Receivable-Officer (Note 3)                 63,993               63,993
   Notes  Receivable  (Note  4)                     366,040                    0
                                                 -------------------------------
     Total  Current  Assets                         430,194               69,578
                                                 -------------------------------
     Total  Assets                               $  430,194          $    69,578
                                                 ===============================
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current  Liabilities
Accounts Payable (Note 3)                        $   14,009          $         0
Notes Payable (Note 4)                              366,040                    0
                                                 -------------------------------
     Total Current Liabilities                      380,049                    0
                                                 -------------------------------
Stockholders'  Equity
   Common  Stock,  authorized
     100,000,000  shares  of  $.001  par  value,
     issued  and  outstanding  34,257,767
     and  10,361,750  shares  respectively           34,258               10,362
   Additional  Paid  in  Capital                    144,248              142,806
   Retained  Earnings  (Deficit)                   (128,361)            (83,590)
                                                 -------------------------------
       Total  Stockholders'  Equity                  50,145               69,578
                                                 -------------------------------
Total Liabilities and Stockholders' Equity       $  430,194          $    69,578
                                                 ===============================

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

                                       42


                            KNOWLEDGE NETWORKS, INC.
                            Statements of Operations


                                                                  From inception
                                                                    On  December
                                    For  the          For  the       16, 1998
                                   Year  Ended       Year  Ended      Through
                                   December 31,      December 31,   December 31,
                                      2000              1999            2000
--------------------------------------------------------------------------------

Revenues:                             $     55,000   $     44,683   $     99,683

Expenses:

   Bad  Debt                                     0              0         11,154
   Consulting  Fees                         79,838        101,181        181,019
   General  &  Administrative               19,933         15,883         35,871
                                      ------------------------------------------
   Total  Expenses                          99,771        117,064        228,044
                                      ------------------------------------------
Net  (Loss)                           $    (44,771)   $   (72,381)   $ (128,361)
                                      ==========================================
Net  Loss  Per  Share                 $       (.00)   $      (.01)   $     (.01)
                                      ==========================================
Weighted average
shares outstanding                      20,713,450     13,352,518     17,163,743
                                      ==========================================

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

                                       43


                            KNOWLEDGE NETWORKS, INC.
                        Statement of Stockholders' Equity

<TABLE>
<CAPTION>
<S>                                 <C>             <C>             <C>                 <C>
                                                                           Additional
                                                                            Paid-in
                                                                            Capital           Retained
                                            Common  Stock                (Discount  on        Earnings
                                      Shares               Amount            Stock)           (Deficit)
-------------------------------------------------------------------------------------------------------
Balance at inception
December 16, 1998                   10,690,660      $     10,691    $     (2,671)         $           0
Shares issued for subscriptions
Receivable at $.01 per share         1,306,340             1,307           8,493                      0

Spin off adjustment (Note 1)                 0                 0           6,844                      0

Net loss for the one month
ended December 31, 1998                      0                 0               0               (11,209)
                                    -------------------------------------------------------------------
Balance, December 31, 1998          11,997,000            11,998          12,666               (11,209)

Shares issued for cash
at $.10 per share                    1,379,655             1,380         102,120                      0

Shares issued for services
at $.10 per share                      332,250               249          24,677                      0

Shares issued for services
at $.001 per share                      77,500                78               0                      0

Net loss for the year
ended December 31, 1999                      0                 0               0               (72,381)
                                    -------------------------------------------------------------------
Balance, December 31, 1999          13,812,213            13,812         139,356               (83,590)

Shares issued for services
at $.001 per share                  33,775,554            33,776          (8,438)                     0

Cancellation of shares
at $.001 per share                 (13,330,000)          (13,330)         13,330                      0

Net loss for the year
ended December 31, 2000                      0                 0               0               (44,771)
                                    -------------------------------------------------------------------
Balance, December 31, 2000          34,257,767       $    34,258     $   144,248          $   (128,361)
                                    ===================================================================
</TABLE>

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


                            KNOWLEDGE NETWORKS, INC.
                             Statement of Cash Flows

<TABLE>
<CAPTION>
<S>                               <C>               <C>               <C>
                                                                     December 16, 1998
                                     For  the          For  the         (inception)
                                   Year  Ended       Year  Ended             to
                                  December  31,      December  31,     December  31,
                                       2000              1999               2000
------------------------------------------------------------------------------------
Cash Flows from Operating
Activities:
Net  loss                         $    (44,771)     $    (72,381)     $    (128,361)
Adjustments to reconcile
net loss to net cash
provided by operations
Bad debt                                    0                  0              11,154
Increase in accounts payable           14,009                  0              14,009
Issuance of stock for services         25,338             25,004              50,342
                                  --------------------------------------------------
Net Cash Flows Used in
Operating  Activities                  (5,424)           (47,337)           (52,856)
                                  --------------------------------------------------
Cash Flows Used in Investment
Activities:
Cash payments for notes receivable          0            (63,993)           (63,993)
                                  --------------------------------------------------
Net Cash Used in Investment Activities      0            (63,993)           (63,993)
                                  --------------------------------------------------
Cash Flows from Financing
Activities:
Cash received from
subscriptions receivable                   0               9,800               9,800
Cash received from spin-off (Note 1)       0                   0               3,710
Issuance of stock for cash                 0             103,500             103,500
                                  --------------------------------------------------
Net Cash Flows from
Financing Activities                       0             113,300             117,010
                                  --------------------------------------------------
Net increase (decrease) in cash       (5,424)              1,930                 161

Cash, beginning of year                5,585               3,655                   0
                                  --------------------------------------------------
Cash, end of year                  $     161          $    5,585          $      161
                                  ==================================================
Supplemental  Cash  Flow  Information
Cash Paid for:
Interest                           $      0           $        0          $        0
Taxes                              $      0           $        0          $        0
</TABLE>

Supplemental  Non-cash  Information
In 2000, 33,775,554 shares of common stock were issued
for services valued at $25,338.

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

                                       44


                            KNOWLEDGE NETWORKS, INC.
                       Notes to The  Financial Statements
                            December 31, 2000 and 1999

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 thru a spin off of
the  operations  and  assets  to  the  shareholders  of  Knowledge  Networks
Acquisitions,  IncThe  Company specializes in 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.

                               Income  (loss)           Shares         Per-Share
                                (Numerator)         (Denominator)        Amount
                             ---------------------------------------------------
For the year ended December 31, 2000:
Income (loss) from operations     $     (44,771)
                             -------------------
Basic  EPS
Income(loss)  to  common
stockholders                     $      (44,771)      20,713,450    $      (.00)
                                 ===============================================
For the year ended December 31, 1999:
Income (loss) from operations    $      (72,381)
                             -------------------
Basic EPS
Income (loss) to common
stockholders                     $      (72,381)      13,352,518    $      (.01)
                                 ===============================================
From inception on December 16, 1998
through December 31, 2000:
Income (loss) from operations    $    (128,361)
                             ------------------
Basic EPS
Income (loss) to common
stockholders                     $    (128,361)       17,163,743    $      (.01)
                                 ===============================================

     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 $128,361 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.

                                       45


                            KNOWLEDGE NETWORKS, INC.
                        Notes to The Financial Statements
                           December 31, 2000 and 1999

NOTE  1  -  Summary  of  Significant  Accounting  Policies  (continued)

     e.  Provision  for  Income  Taxes  (continued)

          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,  2000  and  1999.
                               December  31,     December  31,
                                   2000               1999
---------------------------------------------------------------
Deferred  tax  asset:
NOL  carrryforward            $     33,311        $     9,648
Valuation allowance                (33,311)            (9,648)
                              --------------------------------
                    Total     $          0        $         0
                              ================================

     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.

NOTE  3  -  Related  Party  Transactions

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

During  1999,  435,558  shares  of  common  stock  were  issued  to officers and
shareholders  for  consulting  services  of  $25,004.

During  2000  and  1999,  sales  of $55,000 and $44,683, respectively, 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,  the  Company  authorized  a  forward  split  of 1.333:1. The
financial  statements  have  been  retroactively  restated.

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

                                       46


                            KNOWLEDGE NETWORKS, INC.
                        Notes to The Financial Statements
                           December 31, 2000 and 1999

NOTE  4  -  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% fo 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.

                                       47