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: February 7, 2002

                         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


                                  INTRODUCTION

     This  current  report  is  filed  to  introduce  our  two  new Officers and
Directors,  and  to  announce  the  retirement  of  our  previous sole remaining
Officer/Director.  There  has been no change of control in connection with these
changes.


     ITEM  1.  CHANGE  OF  CONTROL  OF  REGISTRANT.  None.

     ITEM  2.  ACQUISITION  OR  DISPOSITION  OF  ASSETS.  None

     ITEM  4.  CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT.  None.

     ITEM  3.  BANKRUPTCY  OR  RECEIVERSHIP.  None.

     ITEM  5.  OTHER  EVENTS.  None.

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     ITEM  6.  CHANGES  OF  REGISTRANT'S  DIRECTORS.  We  have  new Officers and
Directors.

     RAYMOND  J. MCNAMEE (46), Managing Partner, Pegasus Capital, graduated from
Rutgers  University  1977  with  BA in Economics. He worked for over 24 years as
Retail  and  Institutional  broker,  primarily  with  Leheman  Brothers and Bear
Stearns.  He  directed Bear Stearns retail sales in San Francisco for over three
years  before  launching  Continental European Institutional Sales for Equitable
Securities. He started Pegasus Capital in 1998 specifically designed to act as a
consulting  firm  for  small  to  micro cap companies to provide funding sources
throughout  North  America  and  Europe  as  well  as  merger  and  acquisitions
capabilities.

     MARLEN L. ROEPKE (57) was Director, Customer Account Management, Thinktanks
Worldwide.com,  Houston,  Texas  (4/00-8/01);  Director Service Delivery, Sprint
Enterprise  Network  Services,  Houston,  Texas  (5/98-4/00);  Director, Systems
Integration,  MCI  Systemhouse Corporation, Houston, Texas (5/94-5/98); Manager,
Product Support, Oracle Corporation, Houston, Texas (5/93-5/94); Vice President,
Systems  Integration,  The  Technology  Group,  Inc., Houston Texas (4/87-5/93);
Director,  Information  Resources,  Texas  Municipal  Power  Agency, Bryan Texas
(8/85-4/87);  Manager,  Information  Services,  Skytop  Brewster,  Houston Texas
(5/77-6/79);  Manager  Data  Administration,  Cameron  Iron Works, Houston Texas
(4/75-5/77);  and  he  earned  his  BA,  Business  Administration, University of
Minnesota,  in  accounting,  in  1965.


                                   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:  February  7,  2002     by


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


         /s/Raymond  J.  McNamee           /s/Marlen  L.  Roepke
            Raymond  J.  McNamee              Marlen  L.  Roepke
            CEO,  Director                    CFO,  Director

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