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 March 31, 2004
 
 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)
 
 
 Registrant's telephone number, including area code:  (949) 487-7295
 
 As of March 31, 2004 the Total Issued and Outstanding was 2,373,020
 
 Transitional Small Business Disclosure Format (check one): yes [  ] no [X]
 
 
 
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 PART I: FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 
 The financial statements, for the three months ended March 31, 2004, 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











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KNW Networks, Inc.





Financial Statements





March 31, 2004








Page - 3


KNW Networks, Inc.


(a Development Stage Company)


Balance Sheets








March 31,


December 31,2004


2003ASSETS

(Unaudited)Current AssetsCash

$
7

$
26Total Current Assets


7


26Property & Equipment, Net


-


-Total Assets

$
7

$
26LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesAccounts Payable

$
6,223

$
6,223Notes Payable - Related Party


82,223


112,245Notes Payable


35,000


35,000Total Current Liabilities


123,446


153,468Total Liabilities


123,446


153,468Stockholders' EquityCommon Stock, Authorized 100,000,000 Shares of $.001 Par Value,22,844,254 and 2,844,254 shares issued and outstanding respectively


2,373


22,845Additional Paid in Capital


1,026,175


880,948Accumulated Deficit


(1,151,987
)

(1,057,235
)Total Stockholders' Equity


(123,439
)

(153,442
)Total Liabilities and Stockholders' Equity

$
7

$
26

















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KNW Networks, Inc.
 (a Development Stage Company)
 Statements of Operations
 (Unaudited)
  For the three


For the three


From Inceptionmonths ended


months ended


on December 16, 1998March 31,


March 31,


thru March 31,2004


2003


2004Revenues

$
-

$
-

$
-Operating ExpensesGeneral & Administrative


91,601


419,220


839,097Total Operating Expenses


91,601


419,220


839,097Operating Income (Loss) before discontinued operations


(91,601
)

(419,220
)

(839,097
)(Loss) from discontinued operations


-


-


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


-


-


133,499Net (loss) from operations


(91,601
)

(419,220
)

(1,148,836
)Other Income (Expense)Impairment Loss








-Miscellaneous Income


-


-


-Interest Expense


(3,396
)

-


(3,396
)Total Other Income (Expense)


(3,396
)

-


(3,396
)Net Income (Loss)

$
(94,997
)
$
(419,220
)
$
(1,152,232
)Net Income (Loss) Per Share

$
(0.06
)
$
(5.21
)
$
(3.14
)Weighted Average Shares Outstanding


1,571,876


80,446


366,501








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KNW Networks, Inc.


(a Development Stage Company)
 Statements of Cash Flows
 (Unaudited)






From inceptionFor the three months ended


on December 16, 1998to March 31,





March 31,2004


2003


2004Cash Flows from Operating ActivitiesNet Income (Loss)

$
(94,997
)
$
(419,220
)
$
(1,152,232
)Adjustments to Reconcile Net Loss to Net CashProvided by Operations:Bad debt expense


-


-


11,154Stock Issued for Services


-


400,000


625,629Forgivenees of debt


-


-


199,984Change in Assets and Liabilities


-


-


-(Increase) in Accounts Payable -related


-


19,157


20,232Increase (Decrease) in Accounts Payable and Accrued Expenses


94,978


-


207,223Net Cash Provided(Used) by Operating Activities


(19
)

(63
)

(88,010
)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


(19
)

(63
)

7Cash and Cash Equivalents at Beginning of Period


26


144


-Cash and Cash Equivalents at End of Period


7


81

$
7Cash Paid For:Interest

$
-

$
-

$
-Income Taxes

$
-

$
-

$
-






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

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KNW Networks, Inc.


Notes to the Financial Statements


March 31, 2004








GENERAL
 
 KNW Networks, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the three months ended March 31, 2004 since there have been no material changes (other than indicated in other footnotes, and note 1) to the information previously reported by the Company in their Annual Report filed on Form 10-KSB for the fiscal year ended December 31, 2003.
 
 Note 1: Stockholders Equity
 
 On February 27, 2004, the company did a 15 to 1 reverse split on common stock, and in the month of March issued 850,000 shares of common stock for services.
 
 
 
 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.








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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, 2003. 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 March 31, 2004, 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: May 14, 2004  by
 
 
 
 /s/ Marlen L. Roepke
 Marlen L. Roepke
 Officer/Director
 
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 Exhibit 31
 
 Section 302 Certification
 
 
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    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: May 14, 2004  by
 
 
 
 /s/ Marlen L. Roepke
 Marlen L. Roepke
 Officer/Director
 
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 Exhibit 32
 
 CERITIFICATION PURSUANT TO 18 USC SECTION 1350
 
 
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 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
 
 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
 In connection with the Quarterly Report of KNW Networks, Inc. a Nevada corporation (the "Company"), on 10-QSB for March 31, 2004 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) ofthe Securities Exchange Act of 1934; and
 
 (2) The information contained in the Report fairly presents, in all materialrespects, the financial condition and results of operations of the Company.
 
 
 Dated: May 14, 2004  by
 
 
 
 /s/ Marlen L. Roepke
 Marlen L. Roepke
 Officer/Director
 
 
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