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, 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) 487-7295**Registrant's telephone number, including area code










As of March 31, 2003 the Total Issued and Outstanding was 22,844,254





Transitional Small Business Disclosure Format (check one): yes o no x

















PART I: FINANCIAL INFORMATION





Item 1. Financial Statements.





The financial statements, for the three months ended March 31, 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





Page 1








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 favorable 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 Proceedings. 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 6a. Exhibits.


A.   Certification(s) Pursuant to 18 USC Section 1350;


99.1  Section 302 Certification





Item 6b. Forms 8-K. None.





SIGNATURES








Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-Q Report for the Quarter ended March 31, 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: May 14, 2003  by











/s/ Marlen L. Roepke


Marlen L. Roepke


Officer/Director





Page 2











Exhibit A





CERITIFICATION PURSUANT TO 18 USC SECTION 1350












Page 3









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 March 31, 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: May 14, 2003  by











/s/ Marlen L. Roepke


Marlen L. Roepke


Officer/Director





Page 4













Exhibit 99.1





Section 302 Certification





Page 5


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, 2003  by











/s/ Marlen L. Roepke


Marlen L. Roepke


Officer/Director




Page 6








**KNW NETWORKS, INC.**


(formerly KNOWLEDGE NETWORKS, INC.)


(a Development Stage Company)


BALANCE SHEETS


(Unaudited)














March 31,


December 31,2003


2002**ASSETS**CURRENT ASSETSCash

$
81

$
144Notes Receivable - OfficerNotes ReceivableTOTAL CURRENT ASSETS


81


144TOTAL ASSETS

$
81

$
144**LIABILITIES & STOCKHOLDERS' EQUITY**LIABILITIESAccounts payable

$
78,130

$
58,973Accounts payable - related party


5,978


5,978Notes payable


35,000


35,000Total Liabilities


119,108


99,951STOCKHOLDERS' EQUITYCommon Stock, $.001 par value; authorized 100,000,000shares; issued and outstanding, 2,844,254 sharesand 22,844,254 shares respectively


22,845


2,845Additional Paid-In Capital


880,948


500,948Accumulated Equity (Deficit)


(1,022,820
)

(603,600
)Total Stockholders' Equity


(119,027
)

(99,807
)TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$
81

$
144









Page 7





**KNW NETWORKS, INC.**
 (formerly KNOWLEDGE NETWORKS, INC.) (a Development Stage Company)
 STATEMENTS OF OPERATIONS FromInception onFrom January


From January


December 16,1, 2003 to


1, 2002 to


1998 throughMarch 31,


March 31,


December 31,2003


2002


2003Revenues
$
-0-





-0-General and Administrative

419,220


101,164


713,081Total Expenses

419,220


101,164


713,081Net Loss from Operations

(419,220
)

(101,164
)

(713,081
)Discontinued Operations:Income (loss) from discontinued operations

-0-


-0-


(443,238
)Gain (loss) on disposal of operations

-0-


-0-


133,499Income (loss) from Discontinued Operation

-0-


-0-


(309,739
)Net Income (Loss)
$
(419,220
)

(101,164
)

(1,022,820
)Net Loss per share:(Loss) from continuing operations
$
(0.02
)
$
(0.30
)
$
(2.35
)(Loss) from discontinued operations







(1.02
)Loss per Share
$
(0.02
)
$
(0.30
)
$
(3.38
)Weighted AverageShares Outstanding

21,288,698


7,167,592


302,962

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



Page 8



**KNW NETWORKS, INC.**(formerly KNOWLEDGE NETWORKS, INC.)
(a Development Stage Company)STATEMENTS OF CASH FLOWS 
  FromInception onFrom January


From January


December 16,1, 2003 to


1, 2002 to


1998 throughMarch 31,


March 31,


December 31,2003


2002


2003Operating ActivitiesNet Income (Loss)
$
(419,220
)
$
(101,164
)
$
(1,022,820
)Adjustments to reconcile net loss tonet cash provided by operationsIssuance of stock for services

400,000


0


625,629Forgiveness of debt

0


0


199,984Bad debt







11,154Increase in accounts payable

19,157


92,329


92,139Increase in accounts payable -related paarty

0


0


5,978Net cash flows used Operations

(63
)

(8,835
)

(87,936
)Cash flows used in Investment ActivitiesCash payments for notes receivable







(63,993
)Net Cash used in Investment Activities







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

0


0


35,000Cash received from subscriptions receivable







9,800Cash received from spin-off







3,710Issuance of stock for cash







103,500Net Cash Flows from Financing Activities

0


0


152,010Net increase (decrease) in cash

(63
)

(8,835
)

81Cash, beginning of period

144


8,925Cash, end of period

81


90


81Cash Paid For:Interest
$
0

$
0

$
0Taxes
$
0

$
0

$
0
    Non-Cash Financing and Investing Transactions:
 
 In January 2001, the Company forgave an officer of the Company of a $63,993 note receivable.
 
 In January 2001, the Company was forgiven of debt in the amount of $14,009 from Intrepid International, Inc.
 
 In July 2001, the Company issued 133,333 shares of its common stock for services valued at $20,000
 
 In July 2001, the Company issued 333,333 shares of common stock to an officer of the Company for
 
 In June 2002, the Company issued 113,334 shares of its common stock for payables valued at $50,000.
 
 In September 2002, the Company issued 133,333 shares of its common stock for payables valued at $100,000.
 
 In October 2002, the Company issued 2,100,000 shares of its common stock for services valued at $105,000.
 
 In January 2003, the Company issued 20,000,000 shares of its common stock for services valued at $400,000.
 
 Fractional shares in the amount of 19,748 wer issued as a result of a 10:1, 3:1, and 5:1 reverse stock splits
  Page 9




**KNW NETWORKS, INC.**
 (formerly Knowledge Networks, Inc.)
 (A Development Stage Company)
 Notes to the Unaudited Financial Statements
 March 31, 2003
 
 
 
 
 **NOTES TO FINANCIAL STATEMENTS**
 
 KNW Networks, Inc. ("the Company") has elected to omit substantially all footnotes to the financial statements for the period ended March 31, 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.
 
 **COMMON STOCK ISSUED FOR SERVICES RENDERED**
 
 In January 2003, the Board of Directors and Shareholders of the Company approved an issuance of 20,000,000 shares of common stock in exchange for services rendered which were valued at $400,000 (or $.02 per share).
 
 **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 period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.
 
 
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