Sharewell Capital 10QSB 2003 Q2 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 endedJune 30, 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 ofJune 30, 2003the Total Issued and Outstandin was22,844,254

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 endedJune 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 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: 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 ofKNW Networks, Inc.aNevadacorporation (the "Company"), on10-QSBfor theJune 30, 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) 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: 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			2002
ASSETS		(Unaudited)
Current Assets
Cash	$	50		$	144
Total Current Assets		50			144
Property & Equipment, Net		-			-
Total Assets	$	50		$	144
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable	$	92,100		$	58,973
Notes Payable - Related Party		5,978			5,978
Notes Payable		35,000			35,000
Total Current Liabilities		133,078			99,951
Total Liabilities		133,078			99,951
Stockholders' Equity
Common Stock, Authorized 100,000,000 Shares of $.001 Par Value,
2,844,254 and 22,844,254 shares issued and outstanding respectively		22,845			2,845
Additional Paid in Capital		880,948			500,948
Accumulated 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 on
		months ended			months ended			months ended			months ended			December 16, 1998
		June 30,			June 30,			June 30,			June 30,			thru June 30,
		2003			2002			2003			2002			2003
Revenues	$	-		$	-		$	-		$	-		$	-
Operating Expenses
General & Administrative		433,221			141,094			14,001			39,930			727,082
Total Operating Expenses		433,221			141,094			14,001			39,930			727,082
Operating 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		-			-			-			-			133,499
Net (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 on
		For the six months ended						December 16,  1998
		June 30,						June 30,
		2003			2002			2003
Cash Flows from Operating Activities
Net Income (Loss)	$	(433,221	)	$	(141,094	)	$	(1,036,821	)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations:
Bad debt expense		-			-			11,154
Stock Issued for Services		400,000			50,000			625,629
Forgivenees of debt		-			-			199,984
Change in Assets and Liabilities		-			-			-
(Increase) in Accounts Payable -related		-			-			5,978
Increase (Decrease) in Accounts Payable and Accrued Expenses		33,127			82,349			106,109
Net Cash Provided(Used) by Operating Activities		(94	)		(8,745	)		(87,967	)
Cash Flows from Investing Activities
Cash paid for Accounts Receivable		-			-			(63,993	)
Net Cash Provided (Used) by Investing Activities		-			-			(63,993	)
Cash Flows from Financing Activities
Cash received from notes payable		-			-			35,000
Cash received from subscription receivable		-			-			9,800
Cash received from spin-off		-			-			3,710
Common stock issued for cash		-			-			103,500
Net Cash Provided(Used) by Financing Activities		-			-			152,010
Increase (Decrease) in Cash		(94	)		(8,745	)		50
Cash and Cash Equivalents at Beginning of Period		144			8,925			-
Cash and Cash Equivalents at End of Period		50			180		$	50
Cash 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