FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-30565 Date of Report: June 30, 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 Securities registered pursuant to Section 12(g) of the Act: 10,361,750 Common Stock Yes [X] No [ ] (Indicate by check mark whether the Registrant (1) has filed all report required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports). This Report is filed voluntarily. As of June 30, 2000, the number of shares outstanding of the Registrant's Common Stock was 10,361,750 1 INTRODUCTION Our 1934 Act Registration on Form 10-SB became effective on or about July 7, 2000. We are not required to file this Quarterly Report, but do so voluntarily in order to provide current financial information. Our inception was December 16, 1998. Our first fiscal year ended December 31, 1999. Our 1934 Act Registration on Form 10-SB became effective on or about July 7, 2000. We were not required to file an annual report on Form 10-K-SB for our first fiscal year. Our Audited Financial Statements for the year ended December 31, 1999 are filed as a part of our Form 10-SB which became effective July 7, 2000. ITEM 1. FINANCIAL STATEMENTS. The Purpose of this voluntary filing is to provide the following un-audited financial information: Financial Statements Un-Audited: for the six months ended June 30, 2000 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. (A) (A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. (1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We do not have enough cash to fund our operations optimally for the next twelve months at our current ratio of revenues to expenses. We must increase our revenues by increasing our customer base and/or borrow from our circle of shareholders or seek additional investment from them. (2) OTHER REQUIREMENTS, NEXT TWELVE MONTHS. (I) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None. (II) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None. (III) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None. (B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. REVENUES. From January 1, 2000, through June 30, 2000 we enjoyed revenues of $22,500 (as compared to $12,000 in the comparable period of 1999). From April 1, 2000 through June 30, 2000, our revenues were $12,500 (as compared to $6,000 in the comparable period of 1999). EXPENSES/NET LOSS.From January 1, 2000, through June 30, 2000 we incurred expenses/net loss of $34,884/$16,384 (as compared to $45,253/$33,253 in the 2 comparable period of 1999). From April 1, 2000 through June 30, 2000, our expenses/net loss were $$20,845/$8,345 (as compared to $22,030/$16,030 in the comparable period of 1999). REVENUES/EXPENSE RATIO IMPROVING. Our net losses have decreased in every period, even as revenues have remained somewhat flat. Management believes that only a modest increase in our customer base would increase revenues to the level of marginal profitability. FUTURE PROSPECTS Our young business is improving, little by little. The size and scope of our operations are modest. We have not yet demonstrated profitability. The industry is subject to continuous exponential change, requiring us to keep up with changing contemporary software in a highly competitive market. Sudden or unexpected changes in the nature of our client's needs, due to changing industry standards could present us with unexpected expenses, and, in the worst case, the loss of clients. For these reasons, we cannot predict with confidence, when and whether we might achieve profitability or develop a sufficiently expanded customer base to insure our continued viability. While we believe we are developing a market niche, there can be no assurance of our success. Notwithstanding the foregoing cautionary statements, assuming the continuation of current conditions, we would expect to proceed to build our customer base and continue with our existing business plan, with minimal advances and deferrals by our existing shareholders. - -------------------------------------------------------------------------------- PART II: OTHER INFORMATION - -------------------------------------------------------------------------------- ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGE IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None 3 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K We filed a Current Report on Form 8-K about June 2, 2000 for the sole 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. EXHIBIT INDEX FINANCIAL STATEMENTS AND DOCUMENTS Financial Statements Un-Audited: Exhibit Number for the six months ended June 30, 2000 00QF2-6/30 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-Q Report for the Quarter ended June 30, 2000, has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated. Dated: June 30, 2000 KNOWLEDGE NETWORKS, INC. by /s/Kirt W. James /s/Jeff Harry Kirt W. James Jeff Harry President/Director Secretary/Director 4 - -------------------------------------------------------------------------------- EXHIBIT 00QF2-6/30 UN-AUDITED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2000 - -------------------------------------------------------------------------------- 5 KNOWLEDGE NETWORKS, INC. BALANCE SHEET (UNAUDITED) For the fiscal year ended December 31, 1999 And the period ended June 30, 2000 June 30, December 31, 2000 1999 - ---------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,214 $ 5,585 Notes Receivable . . . . . . . . . . . . . . . . . . . 63,993 63,993 TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . 67,207 69,578 TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $ 67,207 $ 69,578 LIABILITIES & STOCKHOLDERS' EQUITY LIABILITIES Accounts payable . . . . . . . . . . . . . . . . . . . $ 14,013 $ 0 Total Liabilities. . . . . . . . . . . . . . . . . . . 14,013 0 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) . . . . . . . . . . . . . (99,974) (83,590) Less: Subscription receivable Total Stockholders' Equity . . . . . . . . . . . . . . 53,194 69,578 TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . $ 67,207 $ 69,578 The accompanying notes are an integral part of these financial statements. 6 KNOWLEDGE NETWORKS, INC. STATEMENTS OF OPERATIONS (UNAUDITED) For the periods ended June 30, 1999 and 2000 From Inception on From April From April From January From January December 16, 1, 2000 to. 1, 1999 to 1, 2000 to 1, 1999 to 1998 through June 30,. . . June 30, June 30, June 30, June 30, 2000 1999 2000 1999 2000 Revenues. . . . . . . . . . $ 12,500 $ 6,000 $ 22,500 $ 12,000 $ 67,183 Bad debt. . . . . . . . . . 0 0 0 0 11,154 Consulting fees . . . . . . 12,500 19,876 24,500 41,378 125,681 General and Administrative. 8,345 2,154 14,384 3,875 30,322 Total Expenses. . . . . . . 20,845 22,030 38,884 45,253 167,157 Net Loss from Operations. . (8,345) (16,030) (16,384) (33,253) (99,974) Net Income (Loss) . . . . . ($8,345) ($16,030) ($16,384) ($33,253) ($99,974) Loss per Share. . . . . . . $ 0.00081 $ 0.00161 $ 0.00158 $ 0.00334 $ 0.00995 Weighted Average Shares Outstanding. . . 10,361,750 9,958,360 10,361,750 9,958,360 10,048,290 The accompanying notes are an integral part of these financial statements. 7 KNOWLEDGE NETWORKS, INC. STATEMENT OF CASH FLOWS (UNAUDITED) For the periods ended June 30, 1999 and 2000 From inception, December 16, 1988 through June 30, . June 30, 2000 1999 2000 - ----------------------------------------------------------------------------------------- Operating Activities Net Income (Loss). . . . . . . . . . . . . . . ($16,384) ($33,253) ($99,974) Adjustments to reconcile net loss to net cash provided by operations Increase in accounts payable . . . . . . . . 14,013 0 0 Bad debt . . . . . . . . . . . . . . . . . 0 11,154 11,154 Issuance of stock for services . . . . . . 0 25,004 25,004 Net cash flows used Operations . . . . . . . . (2,371) 2,905 (63,816) 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. . . . . . . . . 0 0 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. . . . . . . . (2,371) 52,212 (10,799) Cash, beginning of period. . . . . . . . . . . $ 5,585 $ 3,655 $ 0 Cash, end of period. . . . . . . . . . . . . . $ 3,214 $ 55,867 ($10,799) The accompanying notes are an integral part of these financial statements. 8 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 ended June 30, 2000 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 June 30, 2000. . . . . . . . 0 0 0 (16,384) 0 Balance at June 30, 2000 . . . . . . . . 10,361,750 $ 10,362 $ 142,806 ($99,974) $ 53,194 ---------- ------------ ------------- ---------- ----------------- The accompanying notes are an integral part of these financial statements. 9 KNOWLEDGE NETWORKS, INC. Notes to The Financial Statements December 31, 1999 and June 30, 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 June 30, 2000. June 30, 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. 10 KNOWLEDGE NETWORKS, INC. Notes to the Financial Statements December 31, 1999 and June 30, 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. 11