KNOWLEDGE NETWORKS INC
8-K, 2000-06-05
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1933

                         Commission File Number: 0-30565

                         Date of Report:  June 2, 2000.

                            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


The  following  Securities are to be registered pursuant to Section 12(g) of the
Act:

                                   10,361,750

                       Class-A Common Voting Equity Stock

                                        1
<PAGE>

                         UN-AUDITED FINANCIAL STATEMENTS
                                  MAY 31, 2000

      Our  1934  Act Registration Statement was filed about May 5, 2000 and will
become  effective  on  July  5,  2000.

     This  Current  Report is filed for the purpose of providing our more recent
Un-Audited  Financial  Statements  for the five months ended May 31, 2000, under
cover  of  Exhibit  5/31/00.


                                   SIGNATURES

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  capacities  and  on  the  date  indicated.

                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this  report  to  signed  on  its  behalf  by the undersigned, thereunto
authorized.

                            KNOWLEDGE NETWORKS, INC.

                                       by


/s/                         /s/
Kirt W. James               Jeff Harry
president/director          secretary/director

                                        2
<PAGE>

--------------------------------------------------------------------------------
                                 EXHIBIT 5/31/00

                         UN-AUDITED FINANCIAL STATEMENTS
                     FOR THE FIVE MONTHS ENDED MAY 31, 2000

                   FOR THE YEARS ENDED DECEMBER 31, 1999, 1998
--------------------------------------------------------------------------------

                                        3
<PAGE>

                            KNOWLEDGE NETWORKS. INC.
                                  BALANCE SHEET
                      For the year ended December 31, 1999
                        And the period ended May 31, 2000

<TABLE>
<CAPTION>
<S>                                                     <C>       <C>
                                                          May 31,   December 31,
                                                            2000           1999
--------------------------------------------------------------------------------

ASSETS
CURRENT ASSETS
Cash                                                      3,334          5,585
Notes Receivable                                         63,993         63,993
                                                        --------  -------------
TOTAL CURRENT ASSETS                                     67,327         69,578
                                                        --------  -------------
TOTAL ASSETS                                             67,327         69,578
                                                        ========  =============

STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
   shares; issued and outstanding, 10,361,750 shares
   and 10,361,750 shares respectively                    10,362         10,362
Additional Paid-In Capital                              142,806        142,806
Accumulated Equity (Deficit)                            (85,819)       (83,590)
Less: Subscription receivable
Total Stockholders' Equity                               67,327         69,578
                                                        --------  -------------
TOTAL STOCKHOLDERS' EQUITY                               67,327         69,578
                                                        ========  =============
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                        4
<PAGE>

                            KNOWLEDGE NETWORKS. INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)
                   For the periods ended May 31, 1999 and 2000

<TABLE>
<CAPTION>
<S>                          <C>          <C>         <C>
                                                       From inception,
                                                          December 16,
                                                         1988 through
                                       May 31,                 May 31,
                                   2000        1999              2000
----------------------------------------------------------------------
Revenues                         17,500      12,000            62,183
                             -----------  ----------  ----------------
Bad debt                                                       11,154
Consulting fees                  19,500      41,378           120,681
General and Administrative          251       3,875            16,189
                             -----------  ----------  ----------------
Total Expenses                   19,751      45,253           148,024
Net Loss from Operations         (2,251)    (33,253)          (85,841)
Net Income (Loss)                (2,251)    (33,253)          (85,841)
                             ===========  ==========  ================
Loss per Share                 (0.00022)   (0.00334)         (0.00854)
                             ===========  ==========  ================
Weighted Average
    Shares Outstanding       10,361,750   9,958,360        10,048,290
                             ===========  ==========  ================
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                        5
<PAGE>

                            KNOWLEDGE NETWORKS. INC.
             STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED)
                For the period from inception of the Corporation
                 On December 16, 1998, through December 31, 1998
        For the year ended December 31, 1999 and the period May 31, 2000

<TABLE>
<CAPTION>
<S>                                       <C>         <C>     <C>         <C>           <C>
                                                              Additional  Accumulated   Total Stock-
                                          Common      Par     Paid-In     Equity        holders' Equity
                                          Stock       Value   Capital        (Deficit)         (Deficit)
--------------------------------------------------------------------------------------------------------
Common Stock issued at inception           8,020,000   8,020           0            0              8,020
Sale of Common Stock
    at $0.01 per share                       980,000     980       8,820            0                  0
Distribution to shareholders in spin off           0       0       6,844            0                  0
Loss during the period from December 16,
    through December 31, 1998                      0       0           0      (11,209)                 0
Balance at December 31, 1998               9,000,000   9,000      15,664      (11,209)            13,455
Sale of Common Stock
    at $0.10 per share                     1,035,000   1,035     102,465            0                  0
Issuance of Common Stock for
    services at $0.10 per share              249,250     249      24,677            0                  0
Issuance of Common Stock
    at par for services rendered              77,500      78           0            0                  0
Loss during the period from January 1
    through December 31, 1999                      0       0           0      (72,381)                 0
Balance at December 31, 1999              10,361,750  10,362     142,806      (83,590)            69,578
Loss during the period from January 1
    through May 31, 2000                           0       0           0       (2,251)                 0
Balance at May 31, 2000                   10,361,750  10,362     142,806      (85,841)            67,327
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                        6
<PAGE>

                            KNOWLEDGE NETWORKS. INC.
                       STATEMENT OF CASH FLOWS (UNAUDITED)
                   For the period ended May 31, 1999 and 2000
<TABLE>
<CAPTION>
<S>                                           <C>        <C>         <C>
                                                                       From inception,
                                                                          December 16,
                                                                         1988 through
                                                      May 31,                  May 31,
                                                  2000        1999               2000
                                              ---------  ----------  -----------------
Operating Activities
Net Income (Loss)                              ($2,251)   ($33,253)          ($85,841)
Adjustments to reconcile net loss to
    net cash provided by operations
    Bad debt                                         0      11,154             11,154
    Issuance of stock for services                   0      25,004             25,004
                                              ---------  ----------  -----------------
Net cash flows used Operations                  (2,251)      2,905            (49,683)
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                                                     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                 (2,251)     52,212              3,334
Cash, beginning of period                        5,585       3,655                  0
                                              ---------  ----------  -----------------
Cash, end of period                           $  3,334   $  55,867   $          3,334
                                              =========  ==========  =================
</TABLE>
   The accompanying notes are an integral part of these financial statements.
                                        7
<PAGE>

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

NOTE  I  -  Summary  of  Significant  Accounting  Policies

a.     Organization

Knowledge  Networks,  Inc., ("the Company") is a Nevada corporation organized on
December  16,
1998.  The Company was created on this date through a spin off of the operations
and  assets  to  the  shareholders  of  Knowledge Networks Acquisitions, 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.

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 $85,830 that will be offset against future
taxable  income.

Deferred tax assets and the valuation account is as follows at December 31, 1999
and  May  31,  2000.

                          May  31,     December  31,
                             2000               1999
----------------------------------------------------
     Deferred  tax  asset:
     NOL  carrryforward     $  9,648        $  9,648
     Valuation  allowance     (9,648))       (9,648)
     Total                         0               0


     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.

                                        8
<PAGE>

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

NOTE  3  -  Related  Party  Transactions

During  1999,  $63,993  was  paid to an officer of the Company.  The note is due
within  the  next  twelve  months  with  no  provision  for  interest.

During  1999,326,750  shares  of  common  stock  were  issued  to  officers  and
shareholders  for  consulting  services  of  $25,004.

During  1999  and  the first three months of 2000, $44,683 and $17,500 in sales,
respectively,  were  to  a  shareholder.

                                        9
<PAGE>




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