Sharewell Capital 10QSB 2003 Q1 Quarterly report (small business)

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 endedMarch 31, 2003

Commission File Number:0-30565

KNW Networks, Inc.

(formerlyKnowledge 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 ofMarch 31, 2003the Total Issued and Outstanding was22,844,254

Transitional Small Business Disclosure Format (check one): yeso nox

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

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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, 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;

99.1Section 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 endedMarch 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, 2003by

/s/ Marlen L. Roepke

Marlen L. Roepke

Officer/Director

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Exhibit A

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 THESARBANES-OXLEY ACT OF 2002

CERTIFICATION OF CUSTODIAN

In connection with the Quarterly Report ofKNW Networks, Inc.aNevadacorporation (the "Company"), on10-QSBfor theMarch 31, 2003as 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 theCompany.

Dated: May 14, 2003by

/s/ Marlen L. Roepke

Marlen L. Roepke

Officer/Director

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Exhibit 99.1

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 Form10-QSBofKNW 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, 2003by

/s/ Marlen L. Roepke

Marlen L. Roepke

Officer/Director

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KNW NETWORKS, INC.

(formerly KNOWLEDGE NETWORKS, INC.)

(a Development Stage Company)

BALANCE SHEETS

(Unaudited)

		March 31,			December 31,
		2003			2002
ASSETS
CURRENT ASSETS
Cash	$	81		$	144
Notes Receivable - Officer
Notes Receivable
TOTAL CURRENT ASSETS		81			144
TOTAL ASSETS	$	81		$	144
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable	$	78,130		$	58,973
Accounts payable - related party		5,978			5,978
Notes payable		35,000			35,000
Total Liabilities		119,108			99,951
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 2,844,254 shares
and 22,844,254 shares respectively		22,845			2,845
Additional Paid-In Capital		880,948			500,948
Accumulated Equity (Deficit)		(1,022,820	)		(603,600	)
Total Stockholders' Equity		(119,027	)		(99,807	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	81		$	144

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

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KNW NETWORKS, INC.

(formerly KNOWLEDGE NETWORKS, INC.)

(a Development Stage Company)

STATEMENTS OF OPERATIONS

								From
								Inception on
		From January			From January			December 16,
		1, 2003 to			1, 2002 to			1998 through
		March 31,			March 31,			December 31,
		2003			2002			2003
Revenues	$	-0-						-0-
General and Administrative		419,220			101,164			713,081
Total Expenses		419,220			101,164			713,081
Net 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-			133,499
Income (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 Average
Shares Outstanding		21,288,698			7,167,592			302,962

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

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KNW NETWORKS, INC.

(formerly KNOWLEDGE NETWORKS, INC.)

(a Development Stage Company)

STATEMENTS OF CASH FLOWS

								From
								Inception on
		From January			From January			December 16,
		1, 2003 to			1, 2002 to			1998 through
		March 31,			March 31,			December 31,
		2003			2002			2003
Operating Activities
Net Income (Loss)	$	(419,220	)	$	(101,164	)	$	(1,022,820	)
Adjustments to reconcile net loss to
net cash provided by operations
Issuance of stock for services		400,000			0			625,629
Forgiveness of debt		0			0			199,984
Bad debt								11,154
Increase in accounts payable		19,157			92,329			92,139
Increase in accounts payable -related paarty		0			0			5,978
Net cash flows used Operations		(63	)		(8,835	)		(87,936	)
Cash flows used in Investment Activities
Cash payments for notes receivable								(63,993	)
Net Cash used in Investment Activities								(63,993	)
Cash Flows from Financing Activities
Cash received from notes payable		0			0			35,000
Cash received from subscriptions receivable								9,800
Cash received from spin-off								3,710
Issuance of stock for cash								103,500
Net Cash Flows from Financing Activities		0			0			152,010
Net increase (decrease) in cash		(63	)		(8,835	)		81
Cash, beginning of period		144			8,925
Cash, end of period		81			90			81
Cash Paid For:
Interest	$	0		$	0		$	0
Taxes	$	0		$	0		$	0

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

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

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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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