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 ended June 30, 2001 Commission File Number: 0-30565 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 As of June 30, 2001, 34,257,767 shares of common stock were issued and outstanding. Transitional Small Business Disclosure Format (check one): yes [ ] no [X] 1 PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. The financial statements, for the three months and six ended June 30, 2001, 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 2 KNOWLEDGE NETWORKS, INC. BALANCE SHEET (UNAUDITED) for the fiscal year ended December 31, 2000 and the period ended June 30, 2001 June 30, December 31, 2001 2000 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. 3 KNOWLEDGE NETWORKS, INC. STATEMENT OF CASH FLOWS (UNAUDITED) for the periods ended June 30, 2000 and 2001 From inception, December 16, 1988 through June 30, June 30, 2001 2000 2001 Operating Activities Net Income (Loss). . . . . . . . . . . . . . . $(195,639) $ (16,384) $(593,721) Adjustments to reconcile net loss to net cash provided by operations Increase in accounts payable . . . . . . . . 195,639 14,013 472,217 Bad debt . . . . . . . . . . . . . . . . . 11,154 Issuance of stock for services . . . . . . 50,342 ---------- Net cash flows used Operations . . . . . . . . 0 (2,371) (60,008) Cash flows used in Investment Activities Cash payments for notes receivable . . . . . . (405,769) (469,762) ---------- ---------- Net Cash used in Investment Activities . . . . (405,769) (469,762) Cash Flows from Financing Activities Cash received from notes payable . . . . . . 412,880 412,880 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 . . . 412,880 529,890 Net increase (decrease) in cash. . . . . . . . 0 (2,371) 120 Cash, beginning of period. . . . . . . . . . . 120 5,585 ---------- ---------- Cash, end of period. . . . . . . . . . . . . . 120 3,214 120 ========== ========== ========== The accompanying notes are an integral part of these financial statements. 4 KNOWLEDGE NETWORKS, INC. STATEMENTS OF OPERATIONS (UNAUDITED) for the periods ended June 30, 2000 and 2001 From Inception on From April From April From January From January December 16, 1, 2000 to 1, 2000 to 1, 2000 to 1, 2000 to 1998 through June 30, June 30, June 30, June 30, June 30, 2001 2000 2001 2000 2001 ------------ ------------ ------------ ------------ ------------ Revenues. . . . . . . . . . $ 0 $ 12,500 $ 0 $ 22,500 $ 99,683 ------------ ------------ ------------ ------------ ------------ Bad debt. . . . . . . . . . 11,154 Consulting fees . . . . . . 5,250 12,500 34,035 24,500 215,054 General and Administrative. 190,389 8,345 431,325 14,384 467,196 ------------ ------------ ------------ ------------ ------------ Total Expenses. . . . . . . 195,639 20,845 465,360 38,884 693,404 Net Loss from Operations. . (195,639) (8,345) (465,360) (16,384) (593,721) Net Income (Loss) . . . . . $ (195,639) $ (8,345) $ (465,360) $ (16,384) $ (593,721) ============ ============ ============ ============ ============ Loss per Share. . . . . . . $ (0.00945) $ (0.00081) $ (0.02865) $ (0.00158) $ (0.03459) ============ ============ ============ ============ ============ Weighted Average Shares Outstanding. . . 20,713,450 10,361,750 16,243,858 10,361,750 17,163,743 ============ ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. 5 KNOWLEDGE NETWORKS, INC. (A Development Stage Company) Notes to the Financial Statements June 30, 2001 NOTES TO FINANCIAL STATEMENTS Knowledge Networks, Inc. ("the Company") has elected to omit substantially all footnotes to the financial statements for the period ended June 30, 2001, 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, 2000. 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. 6 ITEM 2. DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. (A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. Our plan of operation is unchandged from our previous report. (B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. We enjoyed no revenues during the period covered by this report. PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEDINGS. None ITEM 2. CHANGES IN SECURITIES. On June 21, 2001, we effected a reverse split of 10:1 such that every ten shares owned became one share, of our common stock. ITEM 3. DEFAULTS ON SENIOR SECURITIES. None ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS. None ITEM 5. OTHER INFORMATION. Jeffery A. Harry continues as Officer and Director, now the Sole Remaining Officer/Director. Mr. Roberge has temporarily withdrawn for personal reasons during July of 2001 and is expected to return to the Board in August of 2001. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. None 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-Q Report for the Quarter ended June 30, 2001, has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated. KNOWLEDGE NETWORKS, INC. Dated: August 15, 2001 by /s/Jeffrey A. Harry Jeffrey A. Harry Sole Remaining Officer/Director 8