United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1933
Date of Report: November 6, 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) 487-7295
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
ITEM 1. CHANGE OF CONTROL OF REGISTRANT. None.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Exhibit 2.1 hereto is Letter
of Intent to acquire Proton Laboratories LLC.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP. None.
ITEM 5. OTHER EVENTS. None.
ITEM 6. CHANGES OF REGISTRANT'S DIRECTORS. None at this time.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
KNOWLEDGE NETWORKS, INC.
Dated: November 6, 2001 by
/s/Jeffrey A. Harry
Jeffrey A. Harry
Sole Remaining Officer/Director
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EXHIBIT 2.1
LETTER OF INTENT
TO ACQUIRE
PROTON LABORATORIES LLC
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KNOWLEDGE NETWORKS, INC.
24843 Del Prado Suite 318 , Dana Point, CA 92624 ,Tel: 949-306-7979
October 12, 2001
Proton Laboratories, LLC
Edward E. Alexander
Rod Alain
1150 Marina Village Parkway, Suite 103
Alameda, CA 94501
Letter of Intent
Gentlemen:
This non-binding Letter of Intent ("LOI") sets forth the basic terms of a
proposed agreement between Knowledge Networks, Inc. ("KWNR") and Proton
Laboratories, LLC ("Proton"). The terms of this LOI shall be set forth in a more
definitive and binding Plan of Reorganization and Acquisition ("POR"). The terms
are as follows:
- KWNR shall acquire 100% of the outstanding shares, free and clear of
liens and encumbrances, in Proton for the issuance of 50,000,000 new investment
shares of KWNR and other considerations subject to the conditions stated herein
or later agreed to by the parties.
- The POR will include standard representations and warranties for this
type of transaction including those necessary to assure KWNR that all material
assets and liabilities have been identified and properly disclosed.
- KWNR will issue 50,000,000 shares of 144 restricted stock to the
shareholders of Proton and will cancel 50,024,617 shares of common stock
simultaneously at closing
- Proton will remain a wholly owned subsidiary of KWNR and the POR will
provide for new directors of both the parent company and the subsidiary.
- Each party will hold the other harmless for claims of its
shareholders, if any.
- Each party shall cooperate in allowing completion of appropriate due
diligence.
- The parties agree that this agreement is made and to be performed
substantially in California, and the courts of California are a proper place for
the resolution of any dispute arising from this agreement. The parties also
agree that KWNR is a Nevada corporation, and that this transaction is governed
by the Corporate Laws of Nevada to the extent they are applicable to corporate
action by KWNR.
- The POR shall provide that there shall be no reverse split of the
common stock of the public corporation for eighteen months from the date the
transaction closes.
If the terms above represent our agreement (non-binding) please sign where
indicated and return a copy by fax, attention William Stocker at 949-487-7285.
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Best Regards,
Jeff Harry, President
Agreed and Acknowledged:
Knowledge Networks, Inc. By: Jeff Harry, President
Date: 10/13/01
Proton Laboratories, LLC By: Edward Alexander, President/CEO
Date: 10/12/01
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