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 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) 487-7295

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                            KNOWLEDGE NETWORKS, INC.

                                    FORM 8-K
                                 CURRENT REPORT

     ITEM  2. ACQUISITION OR DISPOSITION OF ASSETS. Notwithstanding any previous
announcements  to  the  contrary,  we  will not acquire Proton Laboratories LLC,
directly  or  indirectly.

     The  introduction  of  recent  health  claims  of  Proton  into  the public
regulatory  arena  has resulted in management having to address the verification
of these claims through detailed disclosure.  Based upon the exorbitant cost and
time  involved  in  conducting  extensive  due  diligence to verify these health
claims,  management has resolved to cancel its announced plans to acquire Proton
Laboratories  LLC (California) or its parent Proton Laboratories, Inc. (Nevada).
While  we  have  no  reason  to doubt the veracity of claims made by Proton, the
appropriate  and required verification is beyond the scope of our company in its
present  condition.

     The  acquisition was subject to shareholder approval pursuant to Section 14
of the Securities and Exchange Act of 1934. Due to the above stated reasons, the
majority  shareholder  group  has  objected  to  the  transaction  and  will not
authorize  management  to  proceed  further  with  this  acquisition.


                                   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  30,  2001
                                       by



                               /s/Jeffrey A. Harry
                                Jeffrey A. Harry
                         Sole Remaining Officer/Director

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