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, 2004
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)
Registrant's telephone number, including area code: (949) 487-7295
As ofMarch 31, 2004 the Total Issued and Outstanding was 2,373,020
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 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
KNW Networks, Inc.
Financial Statements
March 31, 2004
(a Development Stage Company)
| | | | March 31, | | | December 31, | |
| | | | 2004 | | | 2003 | |
ASSETS | |
(Unaudited) | |
| |
| | | | | | | | |
| Current Assets | | | | | | | |
| Cash | | $ | 7 | | $ | 26 | |
| | |
| |
| |
| Total Current Assets | | | 7 | | | 26 | |
| | |
| |
| |
| Property & Equipment, Net | | | - | | | - | |
| | |
| |
| |
| Total Assets | | $ | 7 | | $ | 26 | |
| | | | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | |
| | | | | | | | |
| Current Liabilities | | | | | | | |
| Accounts Payable | | $ | 6,223 | | $ | 6,223 | |
| Notes Payable - Related Party | | | 82,223 | | | 112,245 | |
| Notes Payable | | | 35,000 | | | 35,000 | |
| | |
| |
| |
| Total Current Liabilities | | | 123,446 | | | 153,468 | |
| | |
| |
| |
| Total Liabilities | | | 123,446 | | | 153,468 | |
| | |
| |
| |
| Stockholders' Equity | | | | | | | |
| Common Stock, Authorized 100,000,000 Shares of $.001 Par Value, | | | | | | | |
| 22,844,254 and 2,844,254 shares issued and outstanding respectively | | | 2,373 | | | 22,845 | |
| Additional Paid in Capital | | | 1,026,175 | | | 880,948 | |
| Accumulated Deficit | | | (1,151,987 | ) | | (1,057,235 | ) |
| | | | | | | | |
| | |
| |
| |
| Total Stockholders' Equity | | | (123,439 | ) | | (153,442 | ) |
| | |
| |
| |
| Total Liabilities and Stockholders' Equity | | $ | 7 | | $ | 26 | |
| | |
| |
| |
The accompanying notes are an integral part of these financial statements.
KNW Networks, Inc.
(a Development Stage Company)
| | | | For the three | | | For the three | | | From Inception | |
| | | | months ended | | | months ended | | | on December 16, 1998 | |
| | | | March 31, | | | March 31, | | | thru March 31, | |
| | | | 2004 | | | 2003 | | | 2004 | |
| | |
| |
| |
| |
| Revenues | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | |
| Operating Expenses | | | | | | | | | | |
| General & Administrative | | | 91,601 | | | 419,220 | | | 839,097 | |
| | |
| |
| |
| |
| Total Operating Expenses | | | 91,601 | | | 419,220 | | | 839,097 | |
| | |
| |
| |
| |
| Operating Income (Loss) before discontinued operations | | | (91,601 | ) | | (419,220 | ) | | (839,097 | ) |
| | |
| |
| |
| |
| (Loss) from discontinued operations | | | - | | | - | | | (443,238 | ) |
| (Loss) from disposal of discontinued operations | | | - | | | - | | | 133,499 | |
| | |
| |
| |
| |
| Net (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 | |
| | |
| |
| |
| |
The accompanying notes are an integral part of these financial statements.
KNW Networks, Inc.
(a Development Stage Company)
| | | | | | | From inception | |
| | | | For the three months ended | | | on December 16, 1998 | |
| | | | to March 31, | | | | | | March 31, | |
| | | | 2004 | | | 2003 | | | 2004 | |
| | |
| |
| |
| |
| Cash Flows from Operating Activities | | | | | | | | | | |
| | | | | | | | | | | |
| Net Income (Loss) | | $ | (94,997 | ) | $ | (419,220 | ) | $ | (1,152,232 | ) |
| Adjustments to Reconcile Net Loss to Net Cash | | | | | | | | | | |
| Provided by Operations: | | | | | | | | | | |
| Bad debt expense | | | - | | | - | | | 11,154 | |
| Stock Issued for Services | | | - | | | 400,000 | | | 625,629 | |
| Forgivenees of debt | | | - | | | - | | | 199,984 | |
| Change in Assets and Liabilities | | | - | | | - | | | - | |
| (Increase) in Accounts Payable -related | | | - | | | 19,157 | | | 20,232 | |
| Increase (Decrease) in Accounts Payable and Accrued Expenses | | | 94,978 | | | - | | | 207,223 | |
| | |
| |
| |
| |
| Net Cash Provided(Used) by Operating Activities | | | (19 | ) | | (63 | ) | | (88,010 | ) |
| | |
| |
| |
| |
| 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 | | | (19 | ) | | (63 | ) | | 7 | |
| | |
| |
| |
| |
| Cash and Cash Equivalents at Beginning of Period | | | 26 | | | 144 | | | - | |
| | |
| |
| |
| |
| Cash and Cash Equivalents at End of Period | | | 7 | | | 81 | | $ | 7 | |
| | | | | | | | | | | |
| Cash Paid For: | | | | | | | | | | |
| Interest | | $ | - | | $ | - | | $ | - | |
| | |
| |
| |
| |
| Income Taxes | | $ | - | | $ | - | | $ | - | |
| | |
| |
| |
| |
The accompanying notes are an integral part of these financial statements.
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.
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
Exhibit 31
Section 302 Certification
CERTIFICATIONS PURSUANT TO SECTION 302
I,Marlen L. Roepke, certify that:
1. I have reviewed this quarterly report on Form 10-QSB ofKNW 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
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 THESARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report ofKNW Networks, Inc. aNevada 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
