United States
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 
 FORM 10-QSB
 
 
 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the Quarter ended June 30, 2003
 
 Commission File Number: 0-30565
 
 
 
 KNW Networks, Inc.
 
 (formerly Knowledge Networks, Inc )
    Nevada
91-2014670(Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)24843 Del Prado, Suite 318, Dana Point, CA
92629(Address of principal executive offices)
(Zip Code)(949) 487-7295Registrant's telephone number, including area code
 
 
 
 As of June 30, 2003 the Total Issued and Outstandin was 22,844,254
 
 Transitional Small Business Disclosure Format (check one): yes [ ] no [X]
 
 
 
 
 
 PART I: FINANCIAL INFORMATION
 
 
 Item 1. Financial Statements.
 
 The financial statements, for the three months ended June 30, 2003, included herein have been prepared by the Company, without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnotes disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading.
 
 The Remainder of this Page is Intentionally left Blank
   
 
 Item 2. Discussion and Analysis or Plan of Operation .
 
 ( a ) Plan of Operation for the next twelve months . Our plan of operation is unchanged from our annual report for the year ended December 31, 2002. Conditions are not currently favaorable to capital formation or the launch of operations.
 
 ( b ) Discussion and Analysis of Financial Condition and Results of Operations . We have enjoyed no revenues during the periods covered by this report or corresponding periods during the previous fiscal year.
 
 PART II: OTHER INFORMATION
 
   
 Item 1. Legal Procedings. None.
 
 Item 2. Changes in Securities. None.
 
 Item 3. Defaults on Senior Securities. None.
 
 Item 4. Submission of Matters to Vote of Security Holders . None
 
 Item 5. Other Information . None.
 
 Item 6. Exibits/Forms 8-K .
 
 31.  Section 302 Certification
 
 32.  Ceritification(s) Pursuant to 18 USC Section 1350;
 
 
 
 SIGNATURES
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-Q Report for the Quarter ended June 30, 2003 , has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.
 
 
 
 KNW Networks, Inc.
 
 Dated: August 14, 2003
 by
 
 
 
 
 /s/ Marlen L. Roepke
 Marlen L. Roepke
 Officer/Director
 
 
    
 
 Exhibit 31
 
 Section 302 Certification
    
 
 
 
    CERTIFICATIONS PURSUANT TO SECTION 302
  I, Marlen L. Roepke , certify that:
  1. I have reviewed this quarterly report on Form 10-QSB of KNW Networks, Inc. ;
  2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
  4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
  a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
  b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
  c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
  5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
  a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
  6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
  
 Dated: August 14, 2003
 by
 
 
 
 
 /s/ Marlen L. Roepke
 Marlen L. Roepke
 Officer/Director
 
 
    
 
 
 Exhibit 32
 
 CERITIFICATION PURSUANT TO 18 USC SECTION 1350
  
 
 
  
   CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
 AS ADOPTED PURSUANT TO SECTION 906 OF THE
 SARBANES-OXLEY ACT OF 2002
  
 CERTIFICATION OF CUSTODIAN
  
 In connection with the Quarterly Report of KNW Networks, Inc. a Nevada corporation (the "Company"), on 10-QSB for the June 30, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, Marlen L. Roepke, Sole Officer Director of the Company, certify, pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
 
 (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 Dated: August 14, 2003
 by
 
 
 
 
 /s/ Marlen L. Roepke
 Marlen L. Roepke
 Officer/Director

















KNW Networks, Inc.
 
 Financial Statements
 
 June 30, 2003








*F - 1*




KNW Networks, Inc.


(a Development Stage Company)


**Balance Sheets**










June 30,


December 31,2003


2002ASSETS


(Unaudited)Current AssetsCash

$
50

$
144Total Current Assets


50


144Property & Equipment, Net


-


-Total Assets

$
50

$
144LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesAccounts Payable

$
92,100

$
58,973Notes Payable - Related Party


5,978


5,978Notes Payable


35,000


35,000Total Current Liabilities


133,078


99,951Total Liabilities


133,078


99,951Stockholders' EquityCommon Stock, Authorized 100,000,000 Shares of $.001 Par Value,2,844,254 and 22,844,254 shares issued and outstanding respectively


22,845


2,845Additional Paid in Capital


880,948


500,948Accumulated Deficit


(1,036,821
)

(603,600
)Total Stockholders' Equity


(133,028
)

(99,807
)Total Liabilities and Stockholders' Equity

$
50

$
144


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

*F - 2*




KNW Networks, Inc.


(a Development Stage Company)**Statements of Operations**


(Unaudited)







For the six


For the six


For the three


For the three


From Inception onmonths ended


months ended


months ended


months ended


December 16, 1998June 30,


June 30,


June 30,


June 30,


thru June 30,2003


2002


2003


2002


2003Revenues

$
-

$
-

$
-

$
-

$
-Operating ExpensesGeneral & Administrative


433,221


141,094


14,001


39,930


727,082Total Operating Expenses


433,221


141,094


14,001


39,930


727,082Operating Income (Loss) before discontinued operations


(433,221
)

(141,094
)

(14,001
)

(39,930
)

(727,082
)(Loss) from discontinued operations


-


-


-


-


(443,238
)(Loss) from disposal of discontinued operations


-


-


-


-


133,499Net (loss) from operations


(433,221
)

(141,094
)

(14,001
)

(39,930
)

(1,036,821
)Other Income (Expense)Impairment Loss














-Miscellaneous Income


-


-


-


-


-Interest Expense


-


-


-


-


-Total Other Income (Expense)


-


-


-


-


-Net Income (Loss)

$
(433,221
)
$
(141,094
)
$
(14,001
)
$
(39,930
)
$
(1,036,821
)Net Income (Loss) Per Share

$
(0.02
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(1.79
)Weighted Average Shares Outstanding


22,070,773


71,675,780


22,844,254


71,675,780


578,399




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



*F - 3*




**KNW Networks, Inc.**


(a Development Stage Company)


**Statements of Cash Flows**


(Unaudited)











From inception onFor the six months ended


December 16,  1998June 30,


June 30,2003


2002


2003Cash Flows from Operating ActivitiesNet Income (Loss)

$
(433,221
)
$
(141,094
)
$
(1,036,821
)Adjustments to Reconcile Net Loss to Net CashProvided by Operations:Bad debt expense


-


-


11,154Stock Issued for Services


400,000


50,000


625,629Forgivenees of debt


-


-


199,984Change in Assets and Liabilities


-


-


-(Increase) in Accounts Payable -related


-


-


5,978Increase (Decrease) in Accounts Payable and Accrued Expenses


33,127


82,349


106,109Net Cash Provided(Used) by Operating Activities


(94
)

(8,745
)

(87,967
)Cash Flows from Investing ActivitiesCash paid for Accounts Receivable


-


-


(63,993
)Net Cash Provided (Used) by Investing Activities


-


-


(63,993
)Cash Flows from Financing ActivitiesCash received from notes payable


-


-


35,000Cash received from subscription receivable


-


-


9,800Cash received from spin-off


-


-


3,710Common stock issued for cash


-


-


103,500Net Cash Provided(Used) by Financing Activities


-


-


152,010Increase (Decrease) in Cash


(94
)

(8,745
)

50Cash and Cash Equivalents at Beginning of Period


144


8,925


-Cash and Cash Equivalents at End of Period


50


180

$
50Cash Paid For:Interest

$
-

$
-

$
-Income Taxes

$
-

$
-

$
-




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

*F - 4*






KNW Networks, Inc.
 Notes to the Financial Statements
 June 30, 2003
 
 
 
 GENERAL
 
 KNW Networks, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the three and six months ended June 30, 2003 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on Form 10-KSB for the fiscal year ended December 31, 2002.
 
 UNAUDITED INFORMATION
 
 The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.
 
 
 *F - 5*