Initially filed with the Securities and Exchange Commission on July 18, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File Number: 000-30565
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)
(Agent for Service)
William Stocker
Attorney at Law
34190 Sepulveda Avenue, Suite 200
Capistrano Beach CA 92624
phone (949) 487-7295 fax (949) 487-7285
May 15, 2002
CALCULATION OF REGISTRATION FEE (1)
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Title of | Amount to | Proposed | Proposed | Amount of |
Securities | be Registered | Maximum | Maximum | Registration|
To be | | Offering Price | Aggregate | Fee |
Registered | | Per Unit | Offering Price | |
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Common Stock| 20,000,000 | $0.001 | $20,000.00 | N/A (2) |
$0.001 | shares | per share | | |
Par Value | | | | |
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(1) The securities of this Issuer are listed and trading on the OTCBB Bulletin
Board. The price is determined to be at par and is the mutually acceptable price
at discount from the current bid price, due to a number of market factors,
including the lack of trading volume, market liquidity, and others.
(2) Previously paid.
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EXPLANATORY NOTE
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Knowledge Networks, Inc., a Nevada corporation, previously filed a
Registration Statement on Form S-8 (File No. 333-65288) on July 18, 2001,
registering shares of the Registrant's Common Stock, par value $0.001 per share,
to be issued pursuant to Consulting Agreements.
The Registrant's Board of Directors and stockholders subsequently approved
an Amendment of the Registration Statement. The Post-Effective Registration
Statement amends the price per share for the 20,000,000 shares (post-split
2,000,000) issued pursuant to Consulting Agreements. The price per share is
recalculated at par value, based on the mutually acceptable price at discount
from the current bid price, due to a number of market factors, including the
lack of trading volume, market liquidity, and others.
ITEM 8 EXHIBITS
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Exhibit 1 Opinion of Counsel
Exhibit 2 Amended Corporate Minutes.
Exhibit 3 Consent of Auditor
Exhibit 4* Consulting Agreements
Exhibit 5** Audited Financial Statements for the fiscal years ended
December 31, 2000.
*Incorporated herein by reference from the Prior Statement filed with the
Securities and Exchange Commission on July 18, 2001.
** Incorporation herein by reference in the Form 10-KSB for the year ended
December 31, 2000.
SIGNATURES
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The Registrant, pursuant to the requirements of the Securities Act of
1933, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized.
KNOWLEDGE NETWORKS, INC.
Dated: May 15, 2002
by
/s/Marlen L. Roepke
Marlen L. Roepke
Sole Director
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EXHIBIT 1
OPINION OF COUNSEL
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LAW OFFICES OF
William Stocker
phone (949) 487-7295 34190 Sepulveda Avenue, Suite 200 fax (949) 487-7285
Capistrano Beach CA 92624
May 13, 2002
To the Board of Directors
Knowledge Networks, Inc.
24843 Del Prado, Suite 318
Dana Point CA, 92629 re: Opinion of Special Counsel
Dear President & Board of Directors:
You have requested my Opinion in connection with the filing of a 1933 Act
Post-Effective Amendment No. 1 Registration Statement on Form S-8 to compensate
a consultant in the amount of $20,000.00 in the form of 20,000,000 shares of
common stock to be registered thereby. It has been fully disclosed that I am
Special Securities Counsel and Custodian for this Issuer, and was General
Counsel for Intrepid International, Ltd., some of whose personnel, including
myself are service providers to the Issuer.
I am familiar with the history and current capitalization of the Issuer,
its reporting status, and good standing with its place of incorporation. The
Issuer's Common Stock is registered pursuant to 12(g) of the Securities Exchange
Act of 1934.
It is my opinions that the securities issued were validly and properly
issued and that the issuance was lawful in all respects. The Consulting
Agreements are not qualified plans of any kind or sort and is not qualified for
any special tax treatment under State or Federal Law. The securities must be
treated as the equivalent of cash paid and received back as the purchase of
securities. The Securities were issued as compensation for services at the
amended rate of $0.001 for services performed. These services were duly
invoiced, and none of the services billed or performed were direct or indirect
commissions or compensation for raising funds for the Issuer, or for maintaining
any market in securities of the Issuer. It is accordingly my opinion that the
issuance requested is entitled to registration on Form S-8.
I understand and consent to the use of this Opinion in connection with your
proposed filing of a Post-Effective Amendment No. 1 Registration Statement on
Form S-8.
Very Truly Yours,
/s/William Stocker
William Stocker
special securities counsel
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EXHIBIT 2
CORPORATE MINUTES
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KNOWLEDGE NETWORKS, INC.
A NEVADA CORPORATION
MINUTES OF THE BOARD OF DIRECTORS
April 18, 2002
THE MEETING WAS HELD pursuant to waiver of Notice. The Director present
was William Stocker, Custodian.
THE BOARD DISCUSSED issues of compensation for service providers and
amendment of the registration of those shares issued in lieu of cash
compensation.
THE FOLLOWING ACTION WAS RESOLVED AND TAKEN: The Officers are empowered and
directed to amend the Registration Statement of Form S-8, filed on July 18, 2001
with the Securities Exchange Commission. The Post-Effective Registration
Statement will amend the price per share for the 20,000,000 shares (post-split
2,000,000), issued pursuant to Consulting Agreements, recalculated at par value
($0.001), based on the mutually acceptable price at discount from the current
bid price, due to a number of market factors, including the lack of trading
volume, market liquidity, and others.
THERE BEING NO FURTHER BUSINESS, the meeting was adjourned.
THE UNDERSIGNED DIRECTORS hereby Acknowledge or Waive Notice of this
Meeting and approve the foregoing Minutes of the Board.
/s/Marlen L. Roepke
Marlen L. Roepke
Sole Director
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EXHIBIT 3
CONSENT OF AUDITOR
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[Letterhead of Chisholm & Associates, Certified Public Accountants]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use of our report dated January 26, 2001, with
respect to the financial statements, incorporation by reference, in the filing
of the Amended Registration Statement (Form S-8) of Knowledge Networks, Inc. for
the fiscal years ended December 31, 2000.
/s/CHISHOLM & ASSOCIATES
CHISHOLM & ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS
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