Knowledgebroker Inc – ‘10SB12G/A’ on 8/12/96

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Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment No. 1 to Form 10/Sb                         42    205K 

Document Table of Contents

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As filed with the Securities and Exchange Commission on August 12, 1996.  

                                                              File No. 0-26626

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-SB/A-1  

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS 
UNDER 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 

KNOWLEDGEBROKER, INC. 

(Name of Small Business Issuer in its charter)

NEVADA                                84-0856578

   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)                                      

13295 MIRA LOMA ROAD, RENO, NEVADA  89511 

(Address of Principal Executive Offices)

Issuer's telephone number: (702) 852-5711 

Securities registered under Section 12(b) of the Act:  NONE 

Securities registered under Section 12(g) of the Act: 

COMMON STOCK, $.01 PAR VALUE
(Title of class)

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ITEM 1.  DESCRIPTION OF BUSINESS                                                

BACKGROUND                                                                      

General                                                       

   Overthrust Oil Royalty Corporation (the "Company") was originally
incorporated in Colorado on June 11, 1981.  The Company was organized primarily 
to acquire producing and non-producing overriding royalty interests and working 
interests in oil and gas properties and to organize, sell and manage limited    
partnerships formed for the purpose of acquiring such interests. The Company    
became a public company in April 1982 through a registered public offering of   
its common stock (the "Common Stock").                                          

  The Company had acquired working interests in active drilling or
exploration areas. The Company explored for, produced and sold oil and natural  
gas. The Company's exploration and development efforts had been conducted for   
the most part in drilling prospects originated by others in the industry. The   
Company typically entered into arrangements with industry partners in which it  
would retain less than 100% of the working interest in these prospects.         
However, the Company was unable to establish consistent oil and gas production. 

        The Company had also acquired working and overriding royalty interests
under nonproducing leases or inactive exploration areas where the Company       
believed it was likely that exploration activity would take place in the near   
future. However, due to unfavorable market conditions, many of such leases were 
canceled for nonpayment of delay rentals.  Delay rentals are annual payments by 
the lessee to a lessor under a oil and gas lease to defer its obligation to     
drill a well during the primary term of such lease.  If the lessee fails to     
make timely payments of the delay rentals, the lease expires.                   

The Chapter 11 Filing                                         

On January 21, 1986, the Company filed a voluntary petition of
bankruptcy pursuant to Chapter 11 of the Bankruptcy Code in the United States   
Bankruptcy Court for the District of Utah (the "Court").  Roger H. Nelson was   
appointed as Trustee on March 12, 1987. On  December 20, 1993, the Court        
confirmed the Trustee's Plan of Reorganization for the Company (the "Plan of    
Reorganization").                                                               

The Plan of Reorganization                                    

  Halter Capital Corporation, a Texas corporation ("HCC") acquired
2,219,905 shares, or approximately 90% of the issued and outstanding Common     
Stock (this number reflects the one for 600 reverse split of the Common Stock   
discussed below), pursuant to a letter agreement between the Trustee and HCC.   
As consideration for such Common Stock, HCC paid to the Trustee $70,000 and     
agreed that it would place a minimum of $1,000,000 in net assets in the         
reorganized Company. It was the understanding of HCC and the Trustee that HCC   
would fulfill its obligation to place such assets in the Company by causing the 
Company to acquire a viable business enterprise. In the alternative, HCC could  
place $1,000,000 of assets in the Company pending such an acquisition. The      
$70,000 was used by the Trustee for the payment of certain administrative and   
priority claims. All cash assets or receivables of the Company as of the        
eleventh day following the date the Court entered the order confirming the Plan 
of Reorganization (the "Effective Date") remained property of the reorganized   
Company for use by the Trustee in payment of certain administrative and         
priority claims. The remaining assets were six working interests in oil and gas 
properties in Weld County, Colorado, and certain oil and gas leases and         
overriding royalties owned by the Company.  Effective May 1, 1994, the Company  
transferred such assets to Hunter Resources, Inc.                               

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Terms of Transaction with Hunter Resources, Inc.              

       Due to the fact that the business purpose of the Company was to enter
into an acquisition or merger transaction with a business with significant      
growth potential, whereby its shareholders would benefit by owning an interest  
in a viable business enterprise, the Company needed to sell any properties it   
may have owned.  Based on the experience of management that any potential       
acquisition or merger candidate would require that there be no illiquid assets  
in the Company prior to the transaction, the Company sought a buyer for its few 
remaining assets.  The Company entered into a purchase and sale agreement with  
Hunter Resources, Inc., a Pennsylvania corporation ("Hunter") whereby Hunter    
acquired all of the Company's right, title and interest in the six working      
interests in oil and gas properties in Weld County, Colorado, and certain oil   
and gas leases and overriding royalties in consideration of $20,000.  This      
transaction was not subject to review or approval by the Court.                 

A one for 600 reverse split was effected with respect to the  
44,398,100 shares of Common Stock outstanding as of the Effective Date. Certain 
of the Company's creditors received a pro rata share of 129,494 post-reverse    
split shares of Common Stock.                                                   

    While awaiting an acquisition of a viable business enterprise, HCC
placed in the Company marketable securities having an aggregate market value of 
$1,000,000 and satisfied its obligations under the Plan of Reorganization. On   
February 15, 1995, the Court entered its final order discharging the Company.   

     In connection with the acquisition of KnowledgeBroker, Inc. ("KBI")
discussed below, HCC caused the Company to re-acquire the 2,219,905 shares of   
Common Stock in exchange for the return of the marketable securities having an  
aggregate market value of $1,000,000. After the completion of this transaction, 
HCC had no continuing obligation to contribute assets as well as no equity      
interest.  The Company had no significant assets or business operations at that 
time.                                                                           

Reincorporation in Nevada                                     

Simultaneously with the acquisition of KBI, the Company was   
reincorporated as a Nevada corporation by means of a merger of the Company with 
and into a newly-formed Nevada corporation, KBI Acquisition, Inc., on April 28, 
1995. The reincorporation had the effect of a two for one reverse split in the  
Company's Common Stock.   The Company is now known as KnowledgeBroker, Inc.     

Acquisition of KnowledgeBroker, Inc.                          

      Prior to the acquisition of KBI, the business purpose of the Company
was to enter into an acquisition or merger transaction with a business with     
significant growth potential, whereby its shareholders would benefit by owning  
an interest in a viable business enterprise. Since the Company had no business  
operations, its principal potential for profits came solely from operations it  
would receive in an acquisition or merger transaction.  Because the Company is  
a publicly held corporation with a dispersed shareholder base, a transaction    
with the Company would enable a privately held entity to become a publicly held 
corporation.                                                                    

     The Company located such a candidate, KBI, a privately held company
that was incorporated in California on March 27, 1992. The Company entered into 
a stock exchange agreement by and among the Company, KBI and certain            
shareholders of KBI whereby the Company acquired approximately 90% of the       
issued and outstanding common stock of KBI in exchange for an aggregate of      
8,536,958 shares of Common Stock. On May 23, 1995, KBI was subsequently merged  
with and into the Company.  The former shareholders                             

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of KBI received 5.64 shares of the Company's common stock for each share of     
common stock of KBI owned.  After the consummation of the merger, the former    
KBI shareholders owned 95.84% of the Company's common stock and the balance is  
owned by the remaining shareholders.                                            

RESTRICTIONS ON SHARES HELD BY FORMER SHAREHOLDERS OF KBI                       

All of the shares of the Company's common stock owned by the former             
shareholders of KBI are "restricted securities" and under certain circumstances 
may in the future be sold only in compliance with Rule 144 adopted under the    
Securities Act of 1933, as amended.  Rule 144 provides, among other things,     
that persons holding restricted securities for a period of two years may each   
sell in brokerage transactions every three months an amount equal to 1% of the  
Company' outstanding shares or the weekly reported volume of trading during the 
four calendar weeks preceding the filing of a notice of proposed sale,          
whichever is greater.  All of the shares held by former KBI shareholders are    
not eligible for resale pursuant to Rule 144 until May 23, 1997.  No prediction 
can be made as to the effect, if any, that sales of such shares or the          
availability of such shares for sale will have on the Company's market prices   
prevailing from time to time.  Nevertheless, the possibility that substantial   
amounts of common stock may be sold in the public market may adversely affect   
prevailing market prices for the Company's shares and could also impair the     
Company's ability to raise capital through the sale of its equity securities.   

DESCRIPTION OF THE COMPANY'S CURRENT BUSINESS                                   

      The following description will refer to the Company's business after
its acquisition of KBI and the subsequent merger of KBI with and into the       
Company.  Except where otherwise indicated, all references to share amounts of  
Common Stock reflect the one for 600 reverse split effected pursuant to the     
Plan of Reorganization and the effective reverse split resulting from the       
reincorporation.                                                                

  The Company is a  supplier of knowledge distribution service and
technology and provides a full range of technical computer support products and 
services to large corporate workplaces, small businesses and individual users.  
The Company operates HelpNet 800/900 Service ("HelpNet 800/900"), a live,       
24-hour multi-vendor technical computer support bureau.  In addition, the       
Company uses the problem resolution information it receives from the HelpNet    
800/900 calls to develop and continuously update its own ASK.ME Pro proprietary 
support products. These products include KnowledgeBases, high performance,      
prepackaged "plug and play" problem resolution information formatted as an add  
on for the leading expert support systems used by in-house support centers,     
ASK.ME Pro, which are advanced problem resolution software programs for support 
operations, ASK.ME HelpBases, which are Windows-based problem resolution        
software programs for end users and support personnel, and HelpTrak, which is a 
call tracking and problem management system.                                    

HelpNet 800/900 Service                                       

    HelpNet 800/900 is a live, 24-hour multi-vendor technical computer
support bureau that solves PC and Macintosh software and hardware problems 365  
days a year. The Company's trained experts are supported by the Company's own   
ASK.ME Pro automated support system. This system contains proprietary,          
problem-solving information which has been developed through handling over      
500,000 support calls. The Company's experts help customers recover from error  
conditions, answer questions about usage, diagnose problems and guide users     
through solutions. 90% of all calls received by the Company are resolved in one 
phone call, and 95% of such calls are resolved the same day. When more          
information is needed, a specialist will call the customer back within two      
hours. The Company tracks each call and provides detailed reports to help       
customers manage their operations. HelpNet 800/900 is available to corporations 
and businesses of all sizes and individual users on a contract, subscription or 
single call basis. The Company is also exploring the possibility of making      
HelpNet 800/900 available over the Internet in response to numerous customer    
requests.                                                                       

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Support Products                                              

      The Company develops and distributes the following support products.

o        KnowledgeBases contain high performance, prepackaged "plug and play"   
  problem resolution information formatted to run with the  expert
      systems used by in-house support centers.  The Company believes that
as sales for the expert systems increase, the demand for      
KnowledgeBases will increase. KnowledgeBases contain immediate
   solutions to thousands of common problems experienced by users of
      popular word processing programs, databases, spreadsheets, operating
  systems, graphics and communication packages. KnowledgeBases are
        currently available for over 35 leading programs. Customers update and
       improve the content of KnowledgeBases through a subscription service.

o        ASK.ME Pro  is a line of stand-alone Windows-based advanced problem    
     resolution software programs for support desks. ASK.ME Pro software
combines problem resolution information or "knowledge" with a 
    retrieval engine.  Users begin a full text "intelligent search" by
       entering a problem, or query,  in their own words. Support desk staff
      answer questions and solve problems prompted by the graphic, step by
step information that appears on the screen.                  

       The HelpHunter feature adds another dimension to the search by giving
       users focused access to all help and proprietary support files on the
system. Using up to ten words supplied in the original query, 
    HelpHunter searches these files for all related information. Other
  ASK.ME Pro features include a built-in glossary with hundreds of
        technical terms, book marks and options to send solutions by facsimile
and E-Mail.                                                   

      ASK.ME Pro also allows support staff to capture unresolved problems.
       These problems, along with related detailed information, are saved in
   a network compatible data file that can then be reviewed by other
 members of the help desk staff, resolved, and fed back into the
     KnowledgeBase for use by the entire support staff. The Company also
   reviews and resolves problems and updates ASK.ME Pro on a regular
basis by subscription.                                        

o        ASK.ME HelpBases  are  Windows-based problem resolution software       
support programs. ASK.ME HelpBases' on-screen support allows  
     individuals and support personnel to resolve many of their problems
  without outside help. ASK.ME HelpBases have a built-in glossary,
   advanced search features and HelpHunter, which allows the user to
search all help and proprietary support files directly. ASK.ME
    HelpBases resolve questions with graphic, step-by-step information
  which can be printed, bookmarked or sent by facsimile or E-Mail.
        ASK.ME HelpBases have low memory requirements and are self-installing.
        In addition, they are available for most leading software programs and
hardware and operating systems.                               

o        HelpTrak  is a function  Windows-based call tracking and problem       
      management system. Designed for maximum throughput, HelpTrak records
     and tracks customer information and problem solution statements for
     every incoming call on one screen. HelpTrak can be fully customized
and has many administrative features.  Archiving, dispatch and
standard reporting are built into each system. In addition,   
    information can be added, changed or deleted in several pop-up and
pull-down menus.  New fields are immediately available without
        reindexing. HelpTrak can also be easily linked to ASK.ME HelpBases and
other problem resolution tools.                               

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Marketing and Distribution                                    

    The Company markets HelpNet 800/900 to large corporate workplaces,
small businesses and individual users. The Company markets its support products 
to corporations with customer support divisions, software and hardware OEMs and 
end users across all business segments.                                         

       In addition, the Company has begun to distribute its support products
to the retail market. During 1995, the Company added over 30 Value Added        
Resellers (VAR's) representing KBI's software product and services to the       
market.  These include companies such as IBM and AT&T.  The Company uses sales  
personnel and also makes various arrangements with outside parties to market    
and distribute HelpNet 800/900 and its support products.  The Company is also   
currently exploring additional retail opportunities through the Internet and    
other on-line services, although the Company has no commitments  regarding such 
opportunities at the present time.                                              

Customers                                                     

 For the fiscal year ended December 31, 1995, no single customer
accounted for greater than 10% of revenues.  For the fiscal year ended December 
31, 1994, AST Research, Inc. and ACER America Corporation accounted for         
approximately 68% and 14%, respectively, of the Company's total sales.  For the 
three months ended March 31,  1996,  MCI Telecommunications accounted for       
approximately 40% of the Company's total sales.  See "Management's Discussion   
and Analysis of Financial Condition and Results of Operations."                 

Competition                                                   

        The Company believes that its principal competitor with respect to its
KnowledgeBase support products is ServiceWare Corporation, in addition to       
several less significant competitors.  The Company believes that its            
competition for HelpNet 800/900 is fragmented and consists of various small     
competitors.  With respect to its ASK.ME HelpBases, the Company believes its    
most direct competition consists of  various printed instructional manuals.     

 Certain of the Company's competitors may have greater financial
resources and more effective marketing and sales methods than the Company.  The 
Company believes it competes effectively by using the system of developing      
proprietary, problem-solving information through handling over 500,000 HelpNet  
800/900 support calls.  In addition to improving the quality of such            
information, the Company believes that this efficient process allows it to      
price its products competitively and to anticipate new markets and distribution 
channels for its products.                                                      

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Employees                                                     

    As of March 31, 1996, the Company had a total of approximately  53
employees .  None of the employees are represented by a labor union.  The       
Company believes that it has good relations with its employees .                

Intellectual Property                                         

The Company does not currently hold any patents, trademarks or
licenses.                                                                       

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND        
RESULTS OF OPERATIONS                                         

OVERVIEW                                                                        

        The term the "Company," as used in this section, includes KBI prior to
its transaction with the Company.  Overthrust Oil Royalty Corporation had no    
operations during the year ended December 31, 1994 and through the date of the  
transaction with KnowledgeBroker, Inc.  The Company began operations in mid     
1992.                                                                           

       The Company has experienced significant percentage and real growth in
revenues since its inception  although the Company did experience a decline in  
revenue and net income from 1994 to 1995.  There can be no assurance that the   
Company will continue to grow at the same rate and that the same level of net   
income relative to revenues will continue to be generated in the future.  The   
Company's limited operating history makes the prediction of future operating    
results difficult or impossible.  Future operating results will depend on many  
factors, including the demand for the Company's services and products,          
competitive pressures including price competition, technological advancements   
and the ability to contain and properly manage costs.                           

        Management believes that the  Company  will continue to expand through
internal growth, the acquisition of related businesses and general growth in    
the overall market  in future years.                                            

        All significant costs incurred for product design and development from
the point that technological feasibility is determined up to the point that the 
product is available to be sold, leased or otherwise marketed are capitalized   
and are amortized over the estimated useful life of the technology.  Costs for  
product maintenance, including conversions to different operating systems and   
customer support, are charged to expense as incurred.                           

RESULTS OF OPERATIONS AND ANALYSIS OF FINANCIAL CONDITION                       

    The following table sets forth summary financial information as of
dates and for the periods indicated.  The financial information as of and for   
the years ended December 31,  1995 and  1994 were derived from the Company's    
audited financial statements.  Effective April 1, 1994, the Company terminated  
its S corporation election.  The resulting proforma summary financial           
information adjusts actual results to present the Company as if it had been a C 
corporation for  the full year ended 1994.  The financial information as of and 
for the three months ended March 31,  1996 and  1995 is unaudited.  The         
following information should be read in conjunction with the Company's audited  
financial statements and notes thereto presented elsewhere herein.              

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                                                        [Enlarge/Download Table]

                                       Pro forma (1)                         Pro forma (1)       Three     
                                          For the             For the         Three months    months ended 
                                         year ended          year ended     ended March 31,    March 31,   
Operating Data                       December 31, 1994   December 31, 1995        1995            1996     
--------------                       ------------------  -----------------    ------------     ---------   
                                       (in thousands)      (in thousands)    (in thousands)  (in thousands)
                                                                                                           
Revenues:                                                                                                  
 Support desk services                  $     2,271         $       940       $       460      $      369  
 Software sales                                 281               1,027                37             258  
                                              2,552               1,967               497             627  

*1 Direct personnel cost of                                                                                
 support desk services                                                                                     
 and software sales                             806                 576               134             166  

Operating expenses:                                                                                        
 Selling, general,                                                                                         
 administrative, inclu.                                                                                    
 deprec. & amort.                             1,146               1,981               282             322  

Net income (loss)                               396                 (70)               55             111  

* 1 moved from here; text not shown.                                                                       

Net income (loss)                                                                                          
 per common share                              0.09               (0.01)             0.01            0.01  

                                                        [Enlarge/Download Table]

                                                                       At                      
Balance Sheet Data         December 31, 1994  December 31, 1995  March 31, 1995  March 31, 1996
------------------         -----------------  -----------------  --------------  --------------
                             (in thousands)     (in thousands)   (in thousands)  (in thousands)
                                                                                               
Accounts receivable, net       $     400         $       375       $      377      $      513  

Cash and cash equivalents            329                 132               84              61  

Total assets                         962                1291              697           1,295  

Current liabilities                  594                 738              247             568  

Total liabilities                    608                 738              288             568  

Shareholders' equity                 354                 553              432           1,295  

        (1)  Includes pro forma income tax effect of treating the Company as a
C corporation for 1994 and the effect of the merger of KBI and Overthrust and   
resulting recapitalization effect on net income (loss) per common share.        

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REVENUES                                                                        

    Total revenues decreased from $2,552,000 during 1994 to $1,967,000
during 1995.  The components comprising revenues changed significantly with     
software sales comprising 52% of total revenues in 1995 as compared to 11% of   
total revenues in 1994.                                                         

  During 1995, much of the Company's management time and attention
focused on its merger and shift to a public company status, with a resultant    
negative impact on revenues.  Software sales however continued to grow in       
accordance with managements plans to continue to pursue the support product     
portion of the business.  Management was able to renew its focus on day to day  
operations in the fourth quarter of 1995 and anticipates improved sales of      
support services as well as continued growth in software sales in 1996.         

    Total revenues increased from approximately $497,000 for the three
months ended March 31, 1995 to approximately $627,000 for the three months      
ended March 31, 1996, representing a 26% increase over 1995.  This increase in  
revenue reflects the Company's rising software sales, offset by the decrease in 
support desk service revenues.  The increase in software sales is the result of 
management's aggressive expansion efforts in product sales.  The decrease in    
support desk services is largely the result of the loss of a significant client 
in early 1995.  This client accounted for approximately 66% of revenue during   
the four months ended April 30, 1995, and at that time made the decision to     
take the support desk function in-house.                                        

  The Company intends to continue to add clients, and diversify as
necessary to reduce the impact and importance of significant clients.  This     
process includes proposals to potential customers and increased marketing       
efforts.  Currently all of the Company's clients are serviced in the United     
States.  Support desk service contracts are typically entered into on a month   
to month basis.  The Company anticipates expanding in the near term into        
international markets.  The Company intends on entering into these markets      
through acquisition to be financed through equity and cash, or through the use  
of commissioned agents and/or joint ventures. Management believes that support  
desk services will continue in the medium term as the more significant portion  
of the business although management intends to continue its efforts to expand   
the product sales portion of the business as well.                              

OPERATING EXPENSES                                                              

   Total operating expenses increased from $1,146,000 during 1994 to
$1,981,000 during 1995.  A significant portion of the increase results from     
expenditures which are considered to be non-recurring type items which include  
$366,000 incurred in connection with a litigation settlement.  Additionally,    
$223,000 of the provision for doubtful accounts relates primarily to allowances 
on two receivable balances currently in dispute.  The Company has reserved for  
these receivable balances but is actively pursuing collection of these amounts. 

   Direct personnel cost of support desk services as a percentage of
support desk services revenue for the years ended 1995 and 1994 are 61% and     
36%, respectively.  The increase in cost as a percentage of revenues results    
primarily from up front costs incurred in connection with one significant       
account and the lag time in reducing personnel as revenues decreased.           

       Selling, general and administrative expenses during 1995 increased by
approximately 23% over 1994.  This increase relates in part to an increase in   
marketing, legal and professional expenses due to the Company's continuing      
efforts to improve its infrastructure and thereby appropriately position itself 
for future growth.  Specifically, legal and professional fees increased from    
$53,000 in 1994 to $97,000 in 1995, an increase of 83%.  In addition,           
commission expenses have increased over the prior year due to an improved sales 
incentive program.  Salaries and related expenses continue to be the major      
component of operating expenses, representing approximately 46% and 64% of      
total operating expenses during 1995 and 1994, respectively.  The decline in    
salaries as a percentage of operating expenses results from the larger          
component of software sales which is not as personnel intensive as the support  
desk service portion of the business.                                           

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 As a result of the repositioning of the Company's non-recurring
expenses, and other items discussed above, the Company incurred a loss before   
income taxes of $583,000 in 1995 as compared to a profit of $599,000 before     
income taxes in 1994.  After adding back the litigation settlement and related  
expenses and the provision for doubtful accounts (as described above),  the     
Company generated a small profit before income taxes during 1995.  During 1994  
and 1995, the Company generated combined revenues and net income (using         
proforma net income for 1994) of $4,519,000 and $325,000, respectively.         

   Direct personnel cost of support desk services as a percentage of
support desk services revenue for the three months ended March 31, 1996 and     
1995 are 45% and 29%, respectively.  This increase in cost as a percentage of   
revenues results primarily from up front costs incurred in connection with one  
significant account added in 1996.  These costs are expected to sustain a more  
constant rate as the level of service demand which drives revenues also impacts 
the number of personnel and related hours and compensation required to support  
the service provided.  Selling, general, and administrative expenses increased  
by approximately 14% for the quarter March 31, 1996 over the quarter ended      
March 31, 1995.  Salaries and related expenses continue to be the major         
component of direct costs and selling, general, and administrative costs        
representing approximately 48% and 62% of total costs and expenses during the   
three months ended March 31, 1996 and 1995, respectively.                       

PROVISION FOR INCOME TAXES                                                      

   As previously discussed, the Company terminated its S Corporation
election effective April 1, 1994.  Accordingly, the Company adopted the         
provisions of Statement of Financial Accounting Standards No. 109, "Accounting  
for Income Taxes".  The cumulative effective of adopting Statement No. 109 was  
not material.  The financial information presented earlier includes the effect  
of accounting for income taxes under the provisions of Statement No. 109.  The  
income tax rate for each of the periods presented other than for the year ended 
December 31, 1995 approximates 34% as there are no significant permanent        
differences for financial income tax reporting and Federal income tax reporting 
purposes.  During 1995, the income tax rate was approximately 88% which results 
primarily from compensation expense deductions for Federal income tax purposes  
for the difference between the market value and exercise price of stock options 
exercised during 1995.  This amount is not charged to operations for financial  
reporting purposes.  For the quarter ended March 31, 1996, the Company utilized 
the benefit of net operating losses previously generated.                       

LIQUIDITY AND CAPITAL RESOURCES                                                 

    Since inception, the Company has financed its operations primarily
through capital contributions and subsequently through cash generated from      
operating activities exercise of stock options and warrants granted and the     
issuance of common stock for cash.  The Company used cash in operations during  
1995 of $98,000.  The Company generated net cash from operations of $292,000    
during 1994.                                                                    

       During 1995, trade receivables, net of increases in the allowance for
doubtful accounts, did not change significantly.  In addition, the Company      
generated an income tax receivable of $168,000 resulting from the carryback of  
net operating losses.  This increase was offset by increases in accounts        
payable and other current liabilities.  Accounts payable and accrued expenses   
increased significantly from December 31, 1994 to December 31, 1995 due         
primarily to the timing of payment of outstanding invoices and the accrual of a 
litigation settlement including legal expenses of $366,000, offset partially by 
the payment of income taxes and a decrease in the cash overdraft position.      
Days sales in accounts receivable at December 31, 1995 and 1994 amounted to 114 
and 57, respectively.  Through March 31, 1996, the Company had collected        
approximately 52% of net accounts receivable outstanding at December 31, 1995.  
The Company does not currently anticipate that it will experience significant   
problems in collecting substantially all of the unreserved accounts receivable  
outstanding at December 31, 1995.  The Company does business with financially   
stable credit worthy customers and believes that additional customers added in  
the future will not significantly affect collectability of accounts receivable. 

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During 1995 and 1994, the Company used $29,000 and $131,000,  
respectively in its investing activities.  The 1995 expenditures were for       
property and equipment.  During 1994, the Company used $81,000 for purchases of 
property, equipment and software, and $50,000 for the purchase of marketable    
securities.  The Company expects to continue to purchase property, equipment    
and software as it continues to grow.  These additions will be funded by        
operations, bank financing, collection of notes receivable, and/or sales of     
common stock.  The Company's principal commitments consist of its operating     
facility lease and other office equipment leases.                               

  The Company used and generated cash from financing activities of
$70,000 and $52,000, during 1995 and 1994, respectively.  The cash generated in 
1995 resulted from the sale of common stock amounting to $135,000 and the       
increase in the line of credit of $30,000.  The cash generated in 1994 resulted 
from the increase in its cash overdraft.  The Company used $7,000 and $23,000   
for payments on long-term debt and shareholder loans during 1995 and 1994,      
respectively.  In addition, during 1995, the Company used $157,000 to reduce    
its cash overdraft position and purchased treasury stock for $49,000 in 1994.   
The Company expects to collect during 1996 the $788,995 in notes receivable     
related to the options exercised at the end of 1995.                            

       The Company used cash in its operations of $99,000 and $81,000 during
the three months ended March 31, 1996 and 1995, respectively.  The use of cash  
resulted from net income generated offset primarily by increases in trade       
accounts receivable and payments of accounts payable and accrued liabilities    
for the three months ended March 31, 1996, and payment of income taxes for the  
three months ended March 31, 1995.  Accounts receivable increased significantly 
from December 31, 1995 to March 31, 1996, corresponding to increases in sales   
to a significant customer.  Accounts payable declined significantly from        
December 31, 1995 to March 31, 1996 due primarily to payment of up front costs  
incurred for a significant new customer.  Days sales in accounts receivable at  
March 31, 1996 and 1995 amounted to 74 and 68, respectively.  The Company does  
not currently anticipate that it will experience significant problems in        
collecting substantially all of the accounts receivable outstanding at March    
31, 1996.  The Company believes that additional customers added in the future   
will not significantly affect collections of accounts receivable.               

        The Company used cash for investing activities during the three months
ended March 31, 1996 and 1995 amounting to $16,222 and $5,753, respectively, to 
acquire equipment and software.  The Company's principal commitments consist of 
its operating facility lease and other office equipment leases.                 

        The Company generated cash from financial activities of $43,790 during
the quarter ended March 31, 1996 from the issuance of stock through stock       
options and warrants exercised.  The Company used cash of $156,977 during the   
quarter ended March 31, 1995 to reduce the cash overdraft.  The Company used    
$30,000 and $960 for payments on long-term debt and lines of credit during the  
three months ended March 31, 1996 and 1995, respectively.                       

     The Company established a line of credit with a maximum facility of
$150,000.  As of March 31, 1996 the full amount was available.  The Company is  
also in the process of raising capital through the issuance of common shares in 
connection with the exercise of stock option previously granted by the Company. 

ACCOUNTING STANDARDS NOT YET ADOPTED                                            

       In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-based Compensation" ("SFAS 123"), was issued.  This       
statement requires the fair value of stock options and other stock-based        
compensation issued to employees to either be included as compensation expense  
in the income statement, or the pro forma effect on net income and earnings per 
share of such compensation expense to be disclosed in the footnotes to the      
Company's financial statements commencing with the Company's 1996 fiscal year.  
The Company expects to adopt SFAS 123 on a disclosure basis only.  As such,     
implementation of SFAS 123 is not expected to impact the Company's balance      
sheet or statement of operations.                                               

GENERAL                                                                         

             At present, the Company's business is not seasonal.  As the
Company continues to grow into retail,                                          

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seasonality of business may begin to impact the Company.                        

     During the year ended 1994, the Company purchased 187,032 shares of
its stock for $49,145.  All of these shares were purchased from one shareholder 
in connection with a single transaction.  The Company does not expect to        
continue to purchase large amounts of shares back into treasury.                

ITEM 3.  DESCRIPTION OF PROPERTY                                                

    The Company's main operating facility is located in Irving, Texas.
The Irving facility covers approximately 3,400 square feet and the monthly rent 
is  $1,360.  The lease commenced October 1, 1995 and is for a term of  five     
years.  The Company's principal executive offices are located in Reno, Nevada   
and it also has operations in San Jose and Irvine, California.  ITEM 4.         
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

        The following table sets forth certain information as of  December 31,
1995 with regard to the beneficial ownership of Common Stock by (I) each person 
known to the Company to be the beneficial owner of 5% or more of its            
outstanding Common Stock, (ii) by the officers, directors and key employees of  
the Company individually, and (iii) by the officers and directors as a group.   

                                                                [Download Table]

NAME                     NUMBER OF SHARES OWNED  PERCENT
----                     ----------------------  -------
                                                        
Brad Stanley                  7,149,562(1)        76(2) 
13295 Mira Loma Road                                    
Reno, Nevada 89511                                      

James T. Alexander            1,487,396(1)         16(2)
31922 Paseo Cielo                                       
San Juan Capistrano,                                    
California 92675                                        
Directors and executive                                 
officers as a group (2          8,636,958          92(2)
persons)                                                

        (1)  This number includes an option to acquire 50,000 shares of Common
Stock which is exercisable within 60 days.                                      

        (2)  This percentage assumes that the total number of shares of Common
Stock outstanding includes options to acquire an aggregate of 607,750 shares    
of Common Stock which are exercisable within 60 days.                           

ITEM 5.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND                        
CONTROL PERSONS                                         

        The following table sets forth certain information about the directors
and executive officers of the Company.  All directors of the Company hold       
office until the next annual meeting of shareholders or until their successors  
have been elected and qualified.  Executive officers of the Company are elected 
by the Board of Directors to hold office until their respective successors are  
elected and qualified.                                                          

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                                                                [Download Table]


Name                Age  Position(s)                        
----                ---  -----------                        
                                                            
Brad Stanley        45   President, Chief Financial Officer,
                         Secretary and Director             

James T. Alexander  40   Executive Vice President, Assistant
                         Secretary and Director             

      Set forth below is a description of the backgrounds of the executive
officers and directors of the Company.                                          

    Brad Stanley has served as the President, Chief Financial Officer,
Secretary and director of the Company since the transaction with KBI in April   
1995.  Prior to such transaction, Mr. Stanley had served as the President,      
Chief Executive Officer and director of KBI since May 1992, and as Chairman of  
the Board since October 1992. Mr. Stanley was also involved in the development  
of the predecessor business of KBI before its incorporation. Prior to founding  
KBI, Mr.  Stanley was involved in building knowledge distribution technologies  
while employed in several positions by GTE for over ten years, where he worked  
closely with support desks and expert systems to continually refine support     
technology.  Mr.  Stanley was selected to head the GTE TELOPS National Advanced 
Technology Group. Before his involvement with the National Advanced Technology  
Group, Mr. Stanley was employed by GTE in various other capacities, including   
computer programming and systems analysis, where his responsibilities included  
developing organizational structures, products and services for start-up and    
other organizations.                                                            

James T. Alexander has served as the Executive Vice President,
Assistant Secretary and director of the Company since the transaction with KBI  
in April 1995.  Prior to such transaction, Mr. Alexander had served as the      
Executive Vice President and director of KBI since May 1992. Prior to the       
incorporation of KBI, Mr. Alexander was involved in the development of the      
predecessor business of KBI.  Mr. Alexander also served as West Coast Manager   
of Sales for Softool Corporation from 1989 to 1990, as Southwest Regional Sales 
Manager for Inference Corporation from 1986 to 1989 and as Account Manager for  
Candle Corporation from 1982 to 1986.                                           

The Company's Bylaws provide that directors may be receive    
compensation for their services and reimbursement for their expenses as the     
Board of Directors may establish by resolution.                                 

ITEM 6.  EXECUTIVE COMPENSATION                                                 

        The following table sets forth the cash and non-cash compensation paid
by KBI to its President and Executive Vice President for the fiscal years ended 
December 31, 1995, 1994 and 1993.  No other officers  or directors received     
cash or non-cash compensation in excess of $100,000 for the fiscal years ended  
December 31, 1995, 1994 and 1993.                                               

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                                                        [Enlarge/Download Table]

                                                                              LONG TERM COMPENSATION               
                                                                               Awards       Payouts                
                                                                               ------       -------                
                                           ANNUAL COMPENSATION                                                     

(a)                           (b)     (c)            (d)      (e)       (f)         (g)       (h)      (i)         
Name                                                          Other                                                
and                                                           Annual    Restricted                                 
Principal                                                     Compen-   Stock       Options/  LTIP     All Other   
Position                      Year    Salary         Bonus    sation    Awards      SARs(#)   Payouts  Compensation
--------------------------------------------------------------------------------                                   
                                                                                                                   
Brad Stanley                  1995    118,750 (1)                                                                  
                                              ---                                                                  
President                     1994    149,610 (2)                                                                  
                                              ---                                                                  
                              1993     99,829 (3)                                                                  
                                              ---                                                                  

James T. Alexander            1994    $120,110(4)                                                                  
                                              ---                                                                  
Executive Vice President      1993      37,449(5)                                                                  
                                              ---                                                                  

 (1)      Includes an amount of $58,750 accrued but not paid as of
December 31, 1995.                                                              

    (2)     This amount includes 335,008 shares of common stock of KBI
which had a fair market value of  $33,108 at the time of the issuance.          

    (3) This amount consists solely of 534,809 shares of common stock of
KBI which had a fair market value of $99,829 at the time of the issuance.       

      (4) This amount consists solely of 111,550 shares of common stock of
KBI which had a fair market value of $21,719 at the time of the issuance.       

      (5)  This amount includes 53,710 shares of common stock of KBI which
had a fair market value of $20,549 at the time of the issuance.                 

  The Company has entered into an employment letter with Mr. Stanley
which provides for an annual salary commencing on April 28, 1995 of $125,000    
for the first year, $140,000 for the second year, $150,000 for the third year   
and thereafter as may be agreed by the Company and Mr. Stanley.  The employment 
letter also provides that Mr. Stanley will be entitled to receive a cash bonus  
in accordance with a specified formula and to receive options to purchase       
shares of Common Stock as the Board of Directors may determine from time to     
time. The employment letter also provides that the Company will furnish Mr.     
Stanley with an automobile and pay all gas and maintenance on such automobile.  
The employment letter may be terminated at any time for any reason by the       
Company or Mr. Stanley by giving 14 days advance notice. The employment letter  
will terminate upon Mr. Stanley's death or disability, or if the Company        
terminates Mr.  Stanley for just cause.                                         

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1995 STOCK COMPENSATION PLAN                                                    

 As a performance incentive and in order to encourage ownership of
Common Stock, the Company has adopted its 1995 Stock Compensation Plan (the     
"Plan"). 900,000 shares of Common Stock have been reserved for issuance under   
the Plan pursuant to the exercise of options or the grant of restricted stock   
awards.  As of August 7, 1995, the Company had granted options to acquire an    
aggregate of  607,750 shares of Common Stock, none of which had been exercised. 
Unless extended or earlier terminated, the Plan will terminate on the day prior 
to the tenth anniversary of its effective date.  The Plan is intended to        
qualify for favorable treatment under Section 16 of the Securities Exchange Act 
of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder ("Rule       
16b-3").                                                                        

The Plan provides for the grant of "incentive stock options," as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the    
"Code"), nonqualified stock options and restricted stock awards (collectively   
referred to as "Awards").  The Plan will be administered by a committee of the  
Board of Directors (the "Committee"), which will consist of two or more         
directors of the Company who are deemed "disinterested" within the meaning of   
Rule 16b-3.  The Committee has, subject to the terms of the Plan, the sole      
authority to grant Awards under the Plan (other than to members of the          
Committee), to construe and interpret the Plan and to make all other            
determinations and take any and all actions necessary or advisable for the      
administration of the Plan.  All of the Company's employees, the members of the 
Committee and advisors are eligible to receive Awards under the Plan, but only  
employees of the Company are eligible to receive incentive stock options.       

      Options will be exercisable during the period specified in each option
agreement and will be exercisable in accordance with a vesting schedule to be   
designated by the Committee.  Restricted stock awards will give the recipient   
the right to receive a specified number of shares of Common Stock contingent    
upon remaining a Company employee for a specified period, as determined by the  
Committee. Notwithstanding the provisions of any option agreement or restricted 
stock agreement, options will become immediately exercisable and all            
restrictions will immediately lapse with respect to any award of restricted     
stock in the event of a change or threatened change in control of the Company   
and in the event of certain mergers and reorganizations of the Company.  No     
option will remain exercisable later than ten years after the date of grant.    
In addition, options may be subject to early termination within a designated    
period following the optionee's cessation of service with the Company.          

     The aggregate fair market value of Common Stock with respect to which
incentive stock options are exercisable for the first time by any individual    
during any calendar year may not exceed $100,000.  The exercise price for       
incentive stock options granted under the Plan may be no less than the fair     
market value of the Common Stock on the date of grant (or 110% in the case of   
incentive stock options granted to employees owning more than 10% of the Common 
Stock).  The exercise price for nonqualified stock options granted under the    
Plan will be in the discretion of the Committee.                                

  The exercise price for any option may be paid (I) in cash, (ii) by
certified or cashier's check, (iii) if permitted by the Committee, in shares of 
Common Stock valued at the then fair market value thereof, (iv) if permitted by 
the Committee, by cash or certified or cashier's check for the par value of the 
shares plus a promissory note for the balance of the purchase price, which note 
must provide for full personal liability of the maker and will contain such     
terms and provisions as the Committee may approve, including without limitation 
the right to repay the note partially or wholly with Common Stock, (v) by       
delivery of a copy of irrevocable instructions from the participant to a broker 
or dealer, reasonably acceptable to the Company, to sell certain of the shares  
purchased upon exercise of the option or to pledge them as collateral for a     
loan and                                                                        

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promptly deliver to the Company the amount of sale or loan proceeds necessary   
to pay such purchase price or (vi) in any other form of valid consideration, as 
permitted by the Committee in its discretion.                                   

      The Plan provides that, immediately and automatically upon his initial
election or appointment to the Board of Directors, each non-employee director   
will receive a nonqualified stock option to purchase 5,000 shares of Common     
Stock.  In addition, each non-employee director will receive a nonqualified     
stock option to purchase 1,000 shares of Common Stock on the date of each       
annual meeting of stockholders of the Company subsequent to his initial         
election as a director by the stockholders of the Company.  Each such option    
(I) entitles the non-employee director to purchase shares of Common Stock at an 
exercise price equal to the fair market value of the Common Stock on the date   
of grant, (ii) is immediately exercisable and (iii) will have a term of ten     
years.  Except for such automatic grants, non-employee directors will not be    
eligible to receive Awards under the Plan.                                      

Summary of Certain Federal Income Tax Consequences Relating to  
Incentive Stock Options                                                         

      No taxable income is realized by a participant and no tax deduction is
available to the Company upon either the grant or exercise of an incentive      
stock option.  If a participant holds the shares acquired upon the exercise of  
an incentive stock option for more than one year after the issuance of the      
shares upon exercise of the incentive stock option and more than two years      
after the date of the grant of the incentive stock option (the "holding         
period"), the difference between the exercise price and the amount realized     
upon the sale of the shares will be treated as a long-term capital gain or loss 
and no deduction will be available to the Company.  If the shares are           
transferred before the expiration of the holding period, the participant will   
realize ordinary income and the Company will be entitled to a deduction on the  
portion of the gain, if any, equal to the difference between the incentive      
stock option exercise price and the fair market value of the shares on the date 
of exercise or, if less, the difference between the amount realized on the      
disposition and the adjusted basis of the stock; provided however, that the     
deduction will not be allowed if such amount exceeds the annual one million     
dollar limitation on the deduction that an employer may claim for compensation  
of certain executives pursuant to Section 162(m) of the Code (the "Deduction    
Limitation") and does not satisfy an exception to the Deduction Limitation.     
Any further gain or loss from an arm's-length sale or exchange will be taxable  
as a long- term or short-term capital gain or loss depending upon the holding   
period before disposition.  Certain special rules apply if an incentive stock   
option is exercised by tendering stock.                                         

    The difference between the incentive stock option exercise price and
the fair market value, at the time of exercise, of the Common Stock acquired    
upon the exercise of an incentive stock option may give rise to alternative     
minimum taxable income subject to an alternative minimum tax.  Special rules    
also may apply in certain cases where there are subsequent sales of shares in   
disqualifying dispositions and to determine the basis of the stock for purposes 
of computing alternative minimum taxable income on subsequent sale of the       
shares.                                                                         

Summary of Certain Federal Income Tax Consequences Relating to  
Nonqualified Stock Options                                                      

       No taxable income generally is realized by a participant upon the grant
of a nonqualified stock option, and no deduction generally is then available to 
the Company.  Upon exercise of a nonqualified stock option, the excess of the   
fair market value of the shares on the date of exercise over the exercise price 
will be taxable to the participant as ordinary income.   Such amount will also  
be deductible by the Company unless such amount exceeds the Deduction           
Limitation and does not satisfy an exception to the Deduction Limitation.  The  
tax basis of shares acquired by the participant will be the fair market value   
on the date of exercise.  When a participant disposes of shares acquired upon   
exercise of a nonqualified stock option, any amount realized in excess of the   
fair market value of the shares on the date of exercise generally will be       
treated as a capital gain                                                       

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and will be long-term or short-term, depending on the holding period of the     
shares.  The holding period commences upon exercise of the nonqualified stock   
option.  If the amount received is less than such fair market value, the loss   
will be treated as a long-term or short-term capital loss, depending on the     
holding period of the shares.  The exercise of a nonqualified stock option will 
not trigger the alternative minimum tax consequences applicable to incentive    
stock options.                                                                  

 Summary of Certain Federal Income Tax Consequences Relating to Restricted Stock

 Unless a participant otherwise elects to be taxed upon receipt of
shares of restricted stock under the Plan, he must include in his taxable       
income the difference between the fair market value of the shares and the       
amount paid, if any, for the shares, as of the first date the participant's     
interest in the shares is no longer subject to a substantial risk of forfeiture 
or such shares become transferable.  A participant's rights in restricted stock 
awarded under the Plan are subject to a substantial risk of forfeiture if the   
rights to full enjoyment of the shares are conditioned, directly or indirectly, 
upon the future performance of substantial services by the participant.  Where  
shares of restricted stock received under the Plan are subject to a substantial 
risk of forfeiture, the participant can elect to report the difference between  
the fair market value of the shares on the date of receipt and the amount paid, 
if any, for the stock as ordinary income in the year of receipt.  To be         
effective, the election must be filed with the Internal Revenue Service within  
30 days after the date the shares are transferred to the participant.  The      
Company is entitled to a Federal income tax deduction equal in amount to the    
amount includable as compensation in the gross income of the participant unless 
such amount exceeds the Deduction Limitation and does not satisfy an exception  
to the Deduction Limitation.  The amount of taxable gain arising from a         
participant's sale of shares of restricted stock acquired pursuant to the Plan  
is equal to the excess of the amount realized on such sale over the sum of the  
amount paid, if any, for the stock and the compensation element included by the 
participant in taxable income.  For stock held for more than one year, the      
participant will realize long-term capital gain or loss upon disposition.       

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                          

Not applicable.                                                 

ITEM 8. LEGAL PROCEEDINGS                                                       

     The Company may from time to time be a party to various legal actions
arising in the ordinary course of its business. The Company is not currently    
involved in any such actions that it believes will have a material adverse      
effect on its results of operations or financial position.                      

ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                

 The Common Stock has been traded on the OTC Bulletin Board of the
National Association of Securities Dealers, Inc. under the trading symbol       
"KBIZ" since May 26, 1995.  In the period from May 26, 1995 to  March 31, 1996, 
the approximate high and low bid quotations were $5.12  and $2.00,              
respectively.  Such quotations represent prices between dealers, do not include 
retail markups, markdowns or commissions and may not represent actual           
transactions. The quotations are based upon information reported by the         
National Association of Securities Dealers, Inc.                                

The following table sets forth the range of representative high and low closing 
bid prices for the Common Stock for the periods indicated.                      

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                       HIGH          LOW
                       ----          ---
FISCAL 1995                                                     
Third Quarter                 $3.50         $3.12     
                         -----         -----
Fourth Quarter                $5.00         $3.12     
                         -----         -----
FISCAL 1996                                                     
First Quarter                 $5.12         $2.25     
                         -----         -----

   As of March 31, 1996, the Company had  537 holders of record of its
Common Stock.   The Company's transfer agent is Securities Transfer             
Corporation.                                                                    

ITEM 10.         RECENT SALES OF UNREGISTERED SECURITIES                        

SHARES ISSUED PURSUANT TO THE PLAN OF REORGANIZATION                            

      The references to share amounts of Common Stock issued pursuant to the
Plan of Reorganization reflect the one for 600 reverse split effected pursuant  
to the Plan of Reorganization but they do not reflect the effective reverse     
split resulting from the reincorporation.                                       

      On December 20, 1993, the Company issued to its creditors an aggregate
of 129,494 shares of Common Stock pursuant to the Plan of Reorganization. The   
Company relied on Rule 148 under the Securities Act of 1933, as amended (the    
"Securities Act") and was thus exempt from the registration requirements of the 
Securities Act. No underwriters were used in connection with the foregoing      
transaction.                                                                    

    On  December 20, 1993, the Company issued to HCC 2,219,905 shares of
Common Stock pursuant to a letter agreement between the Trustee and HCC.  See   
"Description of the Business -- Background -- The Plan of Reorganization."  The 
Company relied on Section 4(2) of the Securities Act in that such transaction   
did not involve a public offering and was thus exempt from the registration     
requirements of the Securities Act. No underwriters were used in connection     
with the foregoing transaction.                                                 

OTHER ISSUANCES                                                                 

 On April 28, 1995, the Company acquired an aggregate of 1,513,821
shares of common stock of KBI in exchange for an aggregate of 8,536,958 shares  
of Common Stock issued to two shareholders of KBI pursuant to a stock exchange  
agreement by and among the Company, KBI and two shareholders of KBI.  On May    
23, 1995, the Company issued an aggregate of 39,757 shares of Common Stock to   
the remaining 10 shareholders of KBI pursuant to a merger agreement whereby KBI 
was merged with and into the Company.                                           

      On April 28, 1995, the Company issued 98,439 shares of Common Stock to
Halter Capital Corporation as compensation for certain consulting services.     

     The Company relied on Section 4(2) of the Securities Act in that such
transactions did not involve a public offering and were thus exempt from the    
registration requirements of the Securities Act. No underwriters were used in   
connection with the foregoing transactions.                                     

     On July 24, 1995, the Company issued an 9,500 units to one individual
residing in New York at a                                                       

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subscription price of $2.25 per unit.  Each unit consisted of (I) one share of  
Common Stock, (ii) nine class A warrants which enable the holder to purchase    
one share of Common Stock for each such warrant  at a price of $2.00 per share  
for a period of three months after July 24, 1995, unless extended, and (iii)    
ten class B warrants which enable the holder to purchase one share of Common    
Stock for each such warrant  at a price of $3.00 per share for a period of      
three months after July 24, 1995, unless extended.  As of  March 31, 1996,      
such individual exercised 85,500 class A warrants for 58,500 common shares      
for an aggregate exercise price of $90,500.  The Company relied on Section      
3(b) of the Securities Act and Rule 504 promulgated thereunder and was thus     
exempt from the registration requirements of the Securities Act.  No            
underwriters were used in connection with the foregoing transaction.            

ITEM 11.         DESCRIPTION OF SECURITIES                                      

GENERAL                                                                         

 The Company's Articles of Incorporation authorize the issuance of
25,000,000 shares of Common Stock, par value $.01 per share and 5,000,000       
shares of preferred stock, par value $.01 per share (the "Preferred Stock").    

COMMON STOCK                                                                    

    Each share of Common Stock is fully paid and non-assessable, and the
holders thereof are entitled to one vote per share at all meetings of           
stockholders.  All shares of Common Stock are equal to each other with regard   
to liquidation rights and dividend rights. The Articles of Incorporation of the 
Company deny preemptive rights to purchase any additional shares of Common      
Stock and do not provide for cumulative voting in the election of directors.    
In the event of liquidation, dissolution or winding up of the Company, holders  
of the Common Stock will be entitled to receive on a pro rata basis all the     
assets of the Company remaining after satisfaction of all liabilities, subject  
to the rights of holders of any Preferred Stock.                                

  The present policy of the Company is to retain earnings to provide
funds for the operation and expansion of its business.  The Company has not     
paid cash dividends on the Common Stock and does not anticipate that it will do 
so in the foreseeable future.                                                   

PREFERRED STOCK                                                                 

 The Articles of Incorporation provide that Preferred Stock may be
issued in one or more series as may be determined from time to time by the      
Board of Directors.  All shares of any one series of Preferred Stock will be    
identical except as to the date of issue and dates from which dividends on      
shares of the series issued on different dates will cumulate, if cumulative.    
The Articles of Incorporation grant the Board of Directors the power to         
authorize the issuance of one or more series of Preferred Stock, and to fix by  
resolution or resolutions providing for the issue of each such series the       
voting powers (but no greater than one vote per share), designations,           
preferences, and relative, participating, optional, redemption, conversion,     
exchange or other special rights, qualifications, limitations or restrictions   
of such series, and the number of shares in each series, to the full extent now 
or hereafter permitted by law.                                                  

 It is not contemplated that any shares of Preferred Stock will be
issued by the Company in the foreseeable future, and the Company was organized  
with this class of securities authorized to provide                             

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flexibility for financing of Company activities in the future.  Since no        
Preferred Stock has been issued, and the issuance of the same is not            
contemplated, it is not possible to know whether such Preferred Stock, if ever  
issued, would have preference over the Common Stock shareholders in the         
distribution of any assets in the event of a liquidation.                       

ANTI-TAKEOVER PROVISIONS                                                        

The Company's Articles of Incorporation and the Nevada General  
Corporation Law (the "NGCL") contain certain provisions that may make the       
acquisition of control of the Company by means of a tender offer, open market   
purchase, proxy fight or otherwise more difficult.                              

Business Combinations                                           

     The NGCL contains provisions restricting the ability of a corporation
to engage in business combinations with an interested stockholder. In general,  
except under certain circumstances, business combinations with interested       
stockholders are not permitted for a period of five years following the date    
such stockholder became an interested stockholder. The NGCL defines an          
interested stockholder, generally, as a person who owns 10% or more of the      
outstanding shares of the corporation's voting stock.                           

       In addition, the NGCL generally disallows the exercise of voting rights
with respect to "control shares" of an "issuing corporation" held by an         
"acquiring person," unless such voting rights are conferred by a majority vote  
of the disinterested stockholders.  "Control shares" are the voting shares of   
an issuing corporation acquired in connection with the acquisition of a         
"controlling interest."  "Controlling interest" is defined in terms of          
threshold levels of voting share ownership, which thresholds, whenever each may 
be crossed, trigger application of the voting bar with respect to the shares    
newly acquired.                                                                 

      The NGCL also permits directors to resist a change or potential change
in control of the corporation if the directors determine that the change or     
potential change is opposed to or not in the best interest of the corporation.  

Authorized and Unissued Preferred Stock                         

     The Company has 5,000,000 authorized and unissued shares of Preferred
Stock.  The existence of authorized and unissued Preferred Stock may enable the 
Board of Directors to render more difficult or to discourage an attempt to      
obtain control of the Company by means of a merger, tender offer, proxy contest 
or otherwise. For example, if in the due exercise of its fiduciary obligations, 
the Board of Directors were to determine that a takeover proposal is not in the 
Company's best interests, the Board of Directors could cause shares of          
Preferred Stock to be issued without stockholder approval in one or more        
private offerings or other transactions that might dilute the voting or other   
rights of the proposed acquirer or insurgent stockholder or stockholder group   
or create a substantial voting block in institutional or other hands that might 
undertake to support the position of the incumbent Board of Directors.  In this 
regard, the Articles of Incorporation grant the Board of Directors broad power  
to establish the designations, powers, preferences and rights of each series of 
Preferred Stock.  See " -- Preferred Stock."                                    

ITEM 12.         INDEMNIFICATION OF DIRECTORS AND OFFICERS                      

   The Company's Articles of Incorporation and Bylaws provide that the
Company will indemnify its directors and officers to the fullest extent         
provided by Nevada law. In addition, the Articles of Incorporation contain a    
provision limiting a director's and officer's liability for monetary damages to 
the fullest extent                                                              

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permitted by Nevada law.                                                        

       Furthermore, Section 78.751 of the NGCL contains provisions relating to
indemnification of officers and directors.  Section 78.751(1) provides that a   
corporation may indemnify any person who was or is a party to any threatened,   
pending or completed  action, suit or proceeding, whether civil, criminal,      
administrative or investigative, except for an action by or in right of the     
corporation by reason of the fact that he was a director, officer, employee or  
agent of the corporation. In order to indemnify, it must be shown that he acted 
in good faith and in a manner he reasonably believed to be in the best interest 
of the corporation.  Generally, no indemnification may be made where the person 
has been determined to be negligent or guilty of misconduct in the performance  
of his duty to the corporation.                                                 

Section 78.751(2) of the NGCL further allows the corporation to 
indemnify any person who was or is a party to any threatened, pending or        
completed action or suit by or in the right of the corporation to procure a     
judgment in its favor by reason of the fact that he is or was a director,       
officer, employee, or agent of the corporation, including amounts paid in       
settlement and attorneys' fees if he acted in good faith and in a manner he     
reasonably believed to be in or not opposed to the best interests of the        
corporation.  Indemnification may not be made for any claim, issue or matter to 
which a court of competent jurisdiction has adjudged an officer or director     
liable to the corporation, unless and only to the extent that a court of        
competent jurisdiction determines that in view of the circumstances of the      
case, the person is fairly and reasonably entitled to indemnify for such        
expenses.                                                                       

To the extent that a director, officer, employee or agent of a  
corporation has been successful on the merits or otherwise in defense of any    
action, suit or proceeding discussed in the preceding paragraphs, Section       
78.751(3) of the NGCL provides that he must be indemnified by the corporation   
against expenses, including attorney's fees, actually and reasonably incurred   
by him in connection with the defense.                                          

Except when indemnification is required by a court of competent 
jurisdiction, Section 78.751(4) of the NGCL states that the corporation shall   
only indemnify upon a determination of (I) the stockholders, (ii) majority vote 
of the board that were not parties to the action; (iii) if ordered by a         
majority vote of a quorum of directors who were not parties to the action, suit 
or proceeding, by independent legal counsel in a written opinion; or (iv) by    
independent legal counsel in a written opinion if no quorum of directors who    
were not parties to the action may be obtained.                                 

    Unless ordered by a court of competent jurisdiction, indemnification
may not be made to or on behalf of any officer or director if a final           
adjudication establishes that his acts or omissions involved intentional        
misconduct, fraud or a knowing violation of the law and were material to the    
cause of action.                                                                

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the      
registrant pursuant to the foregoing provisions, or otherwise, the registrant   
has been advised that in the opinion of the Securities and Exchange Commission, 
such indemnification is against public policy as expressed in the Securities    
Act and is, therefore, unenforceable.  In the event that a claim for            
indemnification against such liabilities (other than the payment by the         
registrant of expenses incurred or paid by a director, officer or controlling   
person of the registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling           
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the         
Securities Act and will be governed by the final adjudication of such issue.    

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ITEM 13.         FINANCIAL STATEMENTS                                           

INDEX TO FINANCIAL STATEMENTS                                                   

                                                                [Download Table]
                                                                   
Financial Statements (Audited)                                     

 F-1      Independent Auditors' Report                             
 F-2      Balance Sheets as of December 31, 1995 and 1994          
 F-3      Statements of Operations for the Years Ended December 31,
          1995 and 1994                                            
 F-4      Statements of Shareholders' Equity for the Years         
          Ended December 31, 1995 and 1994                         
 F-5      Statements of Cash Flows for the Years Ended December 31,
          1995 and 1994                                            
 F-6      Notes to Financial Statements                            

Interim Financial Statements (Unaudited)                           

 F-12     Balance Sheets as of March 31, 1996 and December 31, 1995
 F-14     Statements of Operations for the Three Months Ended March
          31, 1996 and 1995                                        
 F-15     Statements of Shareholders' Equity for the Three         
          Months Ended March 31, 1996 and 1995                     
 F-16     Statements of Cash Flows for the Three Months Ended March
          31, 1996 and 1995                                        
 F-17     Notes to Financial Statements                            

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ITEM 14.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  
AND FINANCIAL DISCLOSURE                  

Not applicable.                                               

ITEM 15.           FINANCIAL STATEMENTS AND EXHIBITS                            

(a)      The financial statements filed as part of this Registration Statement  
      as Item 13 are listed in the Index to Financial Statements contained
therein.                                                      

(b)      The following documents are filed as exhibits to this Registration     
Statement:                                                    

2.1       Plan of Reorganization dated October 1, 1993.*      
        2.2       Stock Exchange Agreement dated March 28, 1995 by and between
             Overthrust Oil Royalty Corporation and KnowledgeBroker,
Inc.*                                     
    2.3       Agreement and Plan of Merger dated April 28, 1995 by and
        between Overthrust Oil Royalty Corporation and KBI
Acquisition, Inc.*                        
  2.4       Agreement and Plan of Merger dated May 23, 1995 by and
              between KBI Acquisition, Inc. and KnowledgeBroker, Inc.*
   3 (I)     Articles of Incorporation of the Company, as amended to
date.*                                    
3 (ii)    Bylaws of the Company.*                             
4.1       Specimen Common Stock Certificate.*                 
4.2       Specimen Class A Purchase Warrant.*                 
4.3       Specimen Class B Purchase Warrant.*                 
10.1      Leases for Properties.**                            
10.2      Agreement dated December 15, 1994 by and between    
               KnowledgeBroker, Inc. and Software Affiliates of America,
Inc.*                                     
     10.3      Employment Letter dated April 28, 1995 by and between the
Company and Brad Stanley.**               
    10.4      1995 Stock Compensation Plan (included in Exhibit 2.2).*

* These exhibits were previously filed by the Company with the
Commission as Exhibits to its Registration Statement No. 0-26626 on Form 10-SB  
and are respectively incorporated herein by specific reference thereto.         

** To be filed by amendment.                                      

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SIGNATURES

  In accordance with Section 12 of the Securities Act of 1934, the
Company caused this Registration Statement to be signed on its behalf by the    
undersigned, thereunto duly authorized.                                         

KNOWLEDGEBROKER, INC.                                                           

By: /s/ Brad Stanley                                                            

-----------------------------------                                       
Brad Stanley, President                                         

Date:                                                                           
---------------------------------                                     

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders                                             
KnowledgeBroker, Inc.                                                           

We have audited the accompanying balance sheets of KnowledgeBroker, Inc. as of  
December 31, 1995 and 1994, and the related statements of operations,           
shareholders' equity, and cash flows for the years then ended.  These financial 
statements are the responsibility of the Company's management.  Our             
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audits to      
obtain reasonable assurance about whether the financial statements are free of  
material misstatement.  An audit includes examining, on a test basis, evidence  
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audits provide a reasonable basis  
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of KnowledgeBroker, Inc. as of    
December 31, 1995 and 1994, and the results of its operations and its cash      
flows for the years then ended, in conformity with generally accepted           
accounting principles.                                                          

                                       HENDRIX SUTTON & ASSOCIATES
                                           A Limited Liability Partnership

Arlington, Texas                                                                
March 26, 1996                                                                  

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KNOWLEDGEBROKER, INC. 
BALANCE SHEETS
December 31, 1995 and 1994

                                                        [Enlarge/Download Table]

                                                          ASSETS                                 
                                                                             1995          1994  
                                                                          ----------    ---------
                                                                                                 
CURRENT ASSETS                                                                                   
   Cash and cash equivalents                                              $   131,653   $ 328,761
   Marketable securities available for sale                                    50,000      50,000
   Trade accounts receivable, net of allowance                                                   
      for doubtful accounts of $243,010 and $20,000                           374,595     400,442
   Note receivable in connection with exercised stock options                   9,950           -
   Prepaid expenses and other                                                  77,341      19,994
   Income tax receivable                                                      168,046           -
   Deferred income taxes                                                      216,433       4,995
                                                                          -----------   ---------
             Total current assets                                           1,028,018     804,192
                                                                          -----------   ---------

PROPERTY AND EQUIPMENT                                                        231,360     201,981
   Less accumulated depreciation and amortization                             (92,149)    (5),304
                                                                          -----------   ---------
             Property and equipment, net                                      139,211     151,677
                                                                          -----------   ---------

OTHER ASSETS                                                                                     
   Deferred income taxes                                                      119,413           -
   Other                                                                        4,065       6,570
                                                                          -----------   ---------
             Total other assets                                               123,478       6,570
                                                                          -----------   ---------

TOTAL ASSETS                                                              $ 1,290,707   $ 962,439
                                                                          ===========   =========

                                           LIABILITIES AND SHAREHOLDERS' EQUITY                  

CURRENT LIABILITIES                                                                              
   Current maturities of long-term debt                                   $         -   $   7,333
   Note payable - line of credit                                               30,000           -
   Cash overdraft                                                                   -     156,977
   Accounts payable                                                           213,186      19,128
   Accrued shareholder bonuses and salaries                                    58,750     121,907
   Other accrued expenses                                                     383,323      92,994
   Income taxes payable                                                             -     164,275
   Shareholder loans                                                                -      31,714
   Deferred income                                                             52,628           -
                                                                          -----------   ---------
             Total current liabilities                                        737,887     594,328

LONG-TERM LIABILITIES - Deferred income taxes                                       -      14,146
                                                                          -----------   ---------
             Total liabilities                                                737,887     608,474
                                                                          -----------   ---------

COMMITMENTS AND CONTINGENCIES (Note K)                                                           

SHAREHOLDERS' EQUITY                                                                             
   Preferred stock; $0.01 par value, 5,000,000 shares authorized                    -           -
   Common stock; $0.01 par value; 25,000,000 shares                                              
      authorized; 9,267,947 and 4,797,193 shares issued                        92,680      47,971
   Additional paid-in capital                                               1,166,900     153,904
   Retained earnings                                                           82,235     152,090
                                                                          -----------   ---------
                                                                            1,341,815     353,965
   Less notes receivable in connection with exercised stock options          (788,995)          -
                                                                          -----------   ---------
             Total shareholders' equity                                       552,820     353,965
                                                                          -----------   ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                $ 1,290,707   $ 962,439
                                                                          ===========   =========

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KNOWLEDGEBROKER, INC. 
STATEMENTS OF OPERATIONS
Years ended December 31, 1995 and 1994

                                                                [Download Table]

                                                        1995          1994    
                                                     -----------   ---------- 
                                                                              
Revenues                                                                      
   Support desk services                             $   939,930   $2,271,005 

   Software sales                                      1,026,572      281,319 
                                                     -----------   ---------- 
      Total revenues                                   1,966,502    2,552,324 

Direct personnel cost of support desk services                                
   and software sales                                    575,623      806,236 
                                                     -----------   ---------- 
      Revenues, net of direct costs                    1,390,879    1,746,088 
                                                     -----------   ---------- 

Expenses                                                                      
   Selling, general and administrative                 1,349,501    1,096,291 
   Litigation settlement and related legal expenses      365,785            - 
   Provision for doubtful accounts                       223,010       20,000 
   Depreciation and amortization                          42,533       30,135 
                                                     -----------   ---------- 
      Total expenses                                   1,980,829    1,146,426 
                                                     -----------   ---------- 

      Operating profit (loss)                           (589,950)     599,662 

Other income (expense)                                                        
   Interest and other income                               8,330        5,783 
   Interest expense                                       (1,278)      (6,093)
                                                     -----------   ---------- 

Income (loss) before income taxes                       (582,898)     599,352 

Income tax expense (benefit)                            (513,043)     173,426 
                                                     -----------   ---------- 

Net income (loss)                                    $   (69,855)  $  425,926 
                                                     ===========   ========== 

Weighted average number of common                                             
   shares outstanding                                  8,339,389    4,529,157 
                                                     ===========   ========== 

Net income (loss) per common share                   $     (0.01)  $     0.09 
                                                     ===========   ========== 

Proforma income data (unaudited) (Note B)                                     
   Net income (loss) as reported                     $   (69,855)  $  425,926 
   Proforma adjustment to income tax expense                   -      (30,459)
                                                     -----------   ---------- 
   Proforma net income (loss)                        $   (69,855)  $  395,467 
                                                     ===========   ========== 

   Proforma net income (loss) per common share       $     (0.01)  $     0.09 
                                                     ===========   ========== 

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KNOWLEDGEBROKER, INC. 
STATEMENTS OF SHAREHOLDERS' EQUITY
Years ended December 31, 1995 and 1994

                                                        [Enlarge/Download Table]


                                                   Common Stock     Additional                                                  
                                               -------------------   Paid-In   Treasury    Retained        Notes                
                                               Shares     Amount     Capital     Stock     Earnings      Receivable     Total   
                                               --------   --------   --------  ----------  ----------    ----------   --------- 
                                                                                                                                
Balances at January 1, 1994                     660,821   $225,367   $      -  $  (1,153)  $(273,836)   $        -   $ (49,622) 

Effect of reincorporation and reverse                                                                                           
  split (Note A)                              3,112,287   (187,636)    186,483     1,153           -             -           -  

Issuance of common stock for                                                                                                    
  compensation and expense                                                                                                      
  reimbursement including effect                                                                                                
  of reincorporation and reverse split        2,091,987     20,919       5,887         -            -             -      26,806 

Treasury stock purchase retired                                                                                                 
  during the year including effect                                                                                              
  of reincorporation and reverse split       (1,067,902)   (10,679)    (38,466)        -            -             -     (49,145)

Net income for the year                               -          -           -         -      425,926             -     425,926 
                                              ---------   --------  ----------    ------     --------     ---------    -------- 

Balances at December 31, 1994                 4,797,193     47,971     153,904         -      152,090             -     353,965 

Issuance of common stock for                                                                                                    
  compensation and expense                                                                                                      
  reimbursement                               3,886,565     38,867      93,040         -            -             -     131,907 

Issuance of common stock to                                                                                                     
  HCC in exchange for                                                                                                           
  consulting services                            98,439        984     124,016         -            -             -     125,000 

Costs related to stock exchange                                                                                                 
  agreement with Overthrust                           -          -     (50,578)        -            -             -     (50,578)

Issuance of common stock and warrants                                                                                           
  for cash, net of issuance costs of $6,290      54,500        545      64,540         -            -             -      65,085 

Issuance of common stock for cash                                                                                               
  and notes receivable, net of                                                                                                  
  issuance costs of $76,210                     431,250      4,313     781,978         -            -      (788,995)     (2,704)

Net loss for the year                                 -          -           -         -      (69,855)            -     (69,855)
                                              ---------   --------  ----------    ------     --------     ---------    -------- 

Balances at December 31, 1995                 9,267,947   $ 92,680  $1,166,900    $    -     $ 82,235     $(788,995)   $552,820 
                                              =========   ========  ==========    ======     ========     =========    ======== 

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KNOWLEDGEBROKER, INC. 
STATEMENTS OF CASH FLOWS
Years ended December 31, 1995 and 1994

                                                        [Enlarge/Download Table]

                                                                              1995       1994    
                                                                           ---------   --------- 
                                                                                                 
Cash flows from operating activities                                                             
   Net income (loss)                                                       $ (69,855)  $ 425,926 
   Adjustments to reconcile net income (loss)                                                    
      to net cash provided (used) by operating activities                                        
           Depreciation and amortization                                      42,533      30,135 
           Provision for doubtful accounts                                   223,010      20,000 
           Deferred income taxes (benefit)                                  (344,997)      9,151 
           Common stock issued for compensation and expense reimbursement    131,907      26,806 
           Common stock issued for consulting fees                            62,500           - 
           Changes in assets and liabilities                                                     
                Trade accounts receivable                                   (197,163)   (296,632)
                Prepaid expenses and other                                   (55,530)    (18,594)
                Income tax receivable                                       (168,046)          - 
                Accounts payable and accrued liabilities                     389,516      54,317 
                Income taxes payable                                        (164,275)    164,275 
                Deferred income                                               52,628    (122,968)
                                                                           ---------   --------- 

Net cash provided (used) by operating activities                             (97,772)    292,416 
                                                                           ---------   --------- 

Cash flows from investing activities                                                             
   Purchase of property and equipment                                        (29,379)    (80,548)
   Purchase of marketable securities                                               -     (50,000)
                                                                           ---------   --------- 

Net cash used by investing activities                                        (29,379)   (130,548)
                                                                           ---------   --------- 

Cash flows from financing activities                                                             
   Principal repayments on long-term debt                                     (7,333)    (10,314)
   Increase (decrease) in cash overdraft                                    (156,977)    123,981 
   Payment on shareholder loans                                                    -     (12,918)
   Purchase of treasury stock                                                      -     (49,145)
   Net increase in borrowings under line of credit                            30,000           - 
   Issuance of common stock for cash                                         134,931           - 
   Merger and fund raising costs charged to capital                          (70,578)          - 
                                                                           ---------   --------- 

Net cash provided by financing activities                                    (69,957)     51,604 
                                                                           ---------   --------- 

Increase (decrease) in cash                                                 (197,108)    213,472 

Cash and cash equivalents at beginning of year                               328,761     115,289 
                                                                           ---------   --------- 

Cash and cash equivalents at end of year                                   $ 131,653   $ 328,761 
                                                                           =========   ========= 

Supplemental disclosure of interest and                                                          
   income taxes paid during the year                                                             
      Interest                                                             $   1,278   $   6,093 
                                                                           =========   ========= 
      Income taxes                                                         $ 173,000   $       - 
                                                                           =========   ========= 

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KNOWLEDGEBROKER, INC. 
NOTES TO FINANCIAL STATEMENTS 
Years ended December 31, 1995 and 1994

NOTE A - GENERAL                                                                

KnowledgeBroker, Inc. (a California Corporation) ("KBI" or "Company")  was      
incorporated on March 27, 1992.  The Company provides integrated information    
system "help desk" functions for Fortune 1000 companies throughout the United   
States and develops, sells and maintains informational databases to provide     
on-line computer hardware and software applications support.                    

On April 28, 1995, the Company and certain shareholders of the Company entered  
into a stock exchange agreement with Overthrust Oil Royalty Corporation         
("Overthrust") (a non-reporting public company which had no operations) whereby 
Overthrust acquired 100% of the issued and outstanding common stock of the      
Company in exchange for an aggregate of approximately 95.84% of its common      
stock.  In connection with this transaction, Overthrust was simultaneously      
reincorporated in Nevada by means of a merger with and into a newly-formed      
Nevada corporation, KBI Acquisition, Inc.  The reincorporation had the effect   
of a one for two reverse split of the common stock.  On May 23, 1995, the       
Company was merged with and into KBI Acquisition, Inc. and the name of KBI      
Acquisition, Inc. was changed to KnowledgeBroker, Inc.  The capital structure   
and related weighted average common and common equivalent shares outstanding    
for all periods presented reflects that of Overthrust.                          

For accounting purposes, the merger between KBI and the public company is       
regarded as an acquisition by the public company of substantially all of the    
outstanding stock of KBI and is accounted for as a recapitalization of KBI with 
KBI as the acquirer (a reverse acquisition).  Accordingly, the historical       
financial statements included herein are those of KBI.                          

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

1.   Revenue recognition                                                        

    The Company recognizes revenue related to "help desk" support functions in
accordance with its "standard take or pay" contract with its client   
 companies whereby each client company contracts on a "per support call"
basis with a specified minimum per month.  These contracts are billed 
monthly for the duration of the contract.  Customer payments made in  
advance are recorded as deferred revenue until earned.                

  The Company recognizes revenue related to software sales, royalties, and
   licensing at the point of shipment/billing to the customer other than for
   software sales for which the Company extends a limited evaluation period.
  For these sales, the Company records revenue after the evaluation period
has expired, based on a historical "actual" acceptance rate.          

2.   Product development costs and expenses                                     

 The Company follows the guidelines of Statement of Financial Accounting
Standards No. 86, "Accounting for the Costs of Computer Software to be
Sold, Leased or Otherwise Marketed", whereby all costs and expenses   
related to research and development, prior to the determination of    
technological feasibility, as defined, are charged to expense.  All   
significant costs incurred for product design and development from the
 point that technological feasibility is determined up to the point that
the product is available to be sold, leased or otherwise marketed are 
capitalized and are amortized on a straight basis over the estimated  
 useful life of the technology.  To date, product design and development
costs after establishing technological feasibility have not been      
   significant to the Company's financial statements and have been expensed.
Costs for product maintenance, including conversions to different     
    operating systems and customer support are charged to expense as incurred.

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KNOWLEDGEBROKER, INC. 
NOTES TO FINANCIAL STATEMENTS 
Years ended December 31, 1995 and 1994

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued                 

3.       Financial instruments and concentrations of credit risk                

        In the normal course of business, the Company extends unsecured credit
to virtually all of its customers.  Management has provided an
       allowance for doubtful accounts which reflects its opinion of amounts
       which will eventually become uncollectible.  In the event of complete
     non-performance of accounts receivable, the maximum exposure to the
Company is the recorded amount on the books.  Cash and cash   
  equivalents are at risk to the extent it exceeds Federal Deposit
 Insurance Corporation insured amounts (approximately $59,630 at
        December 31, 1995).  To minimize risk, the Company places its cash and
   cash equivalents with high credit quality financial institutions.

4.       Cash and cash equivalents                                              

      The Company considers all cash on hand and in banks, certificates of
       deposits and other highly-liquid investments with original maturities
of three months or less to be cash and cash equivalents.      

5.       Marketable securities available for sale                               

    Marketable securities consist of preferred stock issued by a large
 financial institution.  The equity securities are classified as
"available for sale" and are stated at amortized cost which   
   approximates fair market value.  Significant unrealized gains and
       losses resulting from changes in fair market value are reflected as a
       separate component of shareholders' equity and charged or credited to
the statement of operations when realized.                    

6.       Property and equipment                                                 

      Property and equipment other than software costs are recorded at the
  lower of cost or estimated fair market value (which is less than
      founders' cost) at the date of acquisition.  Depreciation expense is
   computed using the straight-line method over the estimated useful
 lives (generally 5 to 7 years) of the related assets.  Software
      purchased for internal use is recorded at cost and is amortized on a
straight-line basis over a five year period.                  

7.       Income taxes                                                           

Prior to April 1, 1994, the Company, with the consent of its  
     shareholders, elected under Section 1372(a) of the Internal Revenue
     Code, to be treated as an "S corporation".  The Company, therefore,
     was previously not subject to Federal income taxes at the corporate
  level and all income, deductions and credits were taxable to the
      shareholders.  Effective April 1, 1994, the Company terminated its S
     corporation election.  Accordingly, the Company commenced providing
   for income taxes in utilizing the asset and liability approach to
       financial accounting and reporting for income taxes.  Deferred income
     tax assets and liabilities are computed for differences between the
       financial statement and tax basis of assets and liabilities that will
        result in taxable or deductible amounts in the future based on enacted
       tax laws and rates applicable to the periods in which the differences
  are expected to affect taxable income.  Valuation allowances are
        established when necessary to reduce deferred tax assets to the amount
    expected to be realized.  Income tax expense is the tax payable or
      refundable for the period plus or minus the change during the period
        in deferred tax assets and liabilities.  The unaudited proforma income
    tax data included in the accompanying statements of operations has
      been calculated as if the Company were providing for income taxes in
        accordance with the asset and liability approach for each of the years
presented.                                                    

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KNOWLEDGEBROKER, INC. 
NOTES TO FINANCIAL STATEMENTS 
Years ended December 31, 1995 and 1994

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued                 

8.       Use of estimates and assumptions                                       

  Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting   
  principles.  Those estimates and assumptions affect the reported
        amounts of assets and liabilities, the disclosure of contingent assets
     and liabilities, and the reported amounts of revenues and expenses.
Actual results could vary from the estimates that were used.  

9.       Net income (loss) per common share                                     

     Net income (loss) per common share is based on the weighted average
  number of common shares outstanding during each respective year.
      Common stock equivalents that would have had an anti-dilutive effect
were excluded from the calculation.                           

10.      Accounting Standards Not Yet Adopted                                   

       In October 1995, Statement of Financial Accounting Standards No. 123,
     "Accounting for Stock-based Compensation" ("SFAS 123"), was issued.
   This statement requires the fair value of stock options and other
       stock-based compensation issued to employees to either be included as
       compensation expense in the income statement, or the pro forma effect
      on net income and earnings per share of such compensation expense to
     be disclosed in the footnotes to the Company's financial statements
      commencing with the Company's 1996 fiscal year.  The Company expects
        to adopt SFAS 123 on a disclosure basis only.  As such, implementation
      of SFAS 123 is not expected to impact the Company's balance sheet or
statement of operations.                                      

11.      Reclassifications                                                      

     Certain prior year amounts have been reclassified to conform to the
1995 presentation.                                            

NOTE C - PROPERTY AND EQUIPMENT                                                 

A summary of property and equipment follows:                                    

                                                                [Download Table]

                                                  1995                 1994
                                               ----------           -------
                                                                           
Furniture and fixtures                           $ 31,301         $  25,005
Computer equipment                                117,339            98,950
Office equipment                                   13,771            12,054
Automobiles                                        15,302            15,302
Software costs                                     53,647            50,670
                                                 --------          --------
                                                 $231,360          $201,981
                                                 ========          ========

NOTE D - NOTE PAYABLE                                                           

The Company has a line of credit note payable to a bank with a maximum facility 
of $150,000.  The note payable bears interest due monthly at the bank's prime   
lending rate plus one percent (9.75% at December 31, 1995) and matures in       
November, 1996.  The note payable is collateralized by the marketable           
securities and all equipment, accounts receivable, and intangibles of the       
Company.                                                                        

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KNOWLEDGEBROKER, INC. 
NOTES TO FINANCIAL STATEMENTS 
Years ended December 31, 1995 and 1994

NOTE E - MERGER COSTS AND PREPAID EXPENSES                                      

During February 1995, the Company entered into a consulting agreement with      
Halter Capital Corporation ("HCC"), whereby HCC would provide expertise         
relating to publicly-held companies, securities, and general corporate law, in  
exchange for 98,439 shares of the Company's common stock.  The portion of the   
consulting agreement related to merger and fund raising expenses, $62,500 and   
$20,000 for other merger and fund rasing expenses has been charged to           
additional paid-in capital.  The balance of the value assigned to the           
consulting agreement, $62,500, is being amortized on a straight-line basis over 
eighteen months, the period of the agreement.                                   

NOTE F - LITIGATION SETTLEMENT AND OTHER ACCRUED EXPENSES                       

Other accrued expenses at December 31, 1995 include $365,785 in connection with 
the settlement of litigation and related legal expenses which was finalized in  
February 1996.  The settlement requires the Company to pay $100,000 in cash and 
issue common stock with a value of $249,998.                                    

NOTE G - STOCK OPTIONS AND WARRANTS                                             

As a performance incentive and in order to encourage ownership of common stock, 
the Company has adopted its 1995 Stock Compensation Plan (the "Plan").          
Accordingly, 900,000 shares of common stock have been reserved for issuance     
under the Plan pursuant to the exercise of options or the grant of restricted   
stock awards.  As of December 31, 1995, the Company had granted options to      
acquire an aggregate of 607,750 shares of common stock.  Unless extended or     
earlier terminated, the Plan will terminate on the day prior to the tenth       
anniversary of its effective date.                                              

The Plan provides for the grant of "incentive stock options, " as defined in    
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),      
nonqualified stock options and restricted stock awards (collectively referred   
to as "Awards").  Options are exercisable during the period specified in each   
option agreement and will be exercisable in accordance with a vesting schedule  
to be designated by the Committee.  The options granted have an exercise price  
of $2.00.                                                                       

Following is a summary of option activity under the Plan:                       

                                                                [Download Table]

                                                   Option Price       
                                             ------------------------ 
                                   Shares    Per Share         Total  
                                  --------   ---------      --------- 
                                                                      
Outstanding at December 31, 1994         -   $    -         $       - 
         Granted                   435,500        2           871,000 
         Exercised                (431,250)       2          (862,500)
         Canceled                   (4,250)       2            (8,500)
                                  --------                  --------- 
Outstanding at December 31, 1995         -                  $       - 
                                  ========                  ========= 

On July 24, 1995, the Company issued 9,500 units to one individual at a         
subscription price of $2.25 per unit.  Each unit consisted of (i) one share of  
Common Stock, (ii) nine class A warrants which enable the holder to purchase    
one share of Common Stock for each such warrant at a price of $2.00 per share   
for a period of three months after July 24, 1995 unless extended, and (iii) ten 
class B warrants which enable the holder to purchase one share of Common Stock  
for each such warrant at a price of $3.00 per share for a period of three       
months after its issuance unless extended.  By corporate resolution, the        
warrant exercise prices for class A and B warrants were reduced to $2.00 and    
$1.00, respectively.  As of December 31, 1995, such individual had exercised    
45,000 class A warrants for an aggregate price of $50,000.  Subsequent to       
December 31, 1995, the individual also exercised an additional 40,500 class A   
warrants for an aggregate price of $40,500 and had an aggregate of 95,000 class 
B warrants still available to be exercised.                                     

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KNOWLEDGEBROKER, INC. 
NOTES TO FINANCIAL STATEMENTS 
Years ended December 31, 1995 and 1994

NOTE H - INCOME TAXES                                                           

Deferred income tax assets and liabilities at December 31, 1995 and 1994        
consist of the following:                                                       

                                                                [Download Table]

                                                     1995             1994   
                                                   --------        --------- 
                                                                             
Current deferred tax asset                         $238,692        $   4,995 
Current deferred tax liability                      (22,259)               - 
                                                   --------        --------- 
Net current deferred tax asset                     $216,433        $   4,995 
                                                   ========        ========= 

Non-current deferred tax asset                     $143,100        $       - 
Non-current deferred tax liability                  (23,687)         (14,146)
                                                   --------        --------- 
Net non-current deferred tax asset                 $119,413        $ (14,146)
                                                   ========        ========= 

The current deferred tax asset results primarily from the deduction of          
allowances for doubtful accounts for financial reporting purposes to be         
deducted for Federal income tax purposes once written off and revenue deferred  
for financial reporting purposes.  The non-current deferred tax asset results   
from the benefit of net operating loss carryforwards.  The non-current deferred 
tax liability results from the use of statutory accelerated tax depreciation    
and amortization methods for Federal income tax reporting purposes.             

The components of income tax expense (benefit) are as follows:                  

                                                                [Download Table]

                                             1995               1994
                                          ---------         --------
                                                                    
Federal:                                                            
   Current                                $(148,650)        $144,279
   Deferred                                (303,826)           8,859
                                          ---------         --------
                                           (452,476)         153,138
                                          ---------         --------
State:                                                              
   Current                                  (19,396)          19,996
   Deferred                                 (41,171)             292
                                          ---------         --------
                                            (60,567)          20,288
                                          ---------         --------
   Total income tax expense (benefit)     $(513,043)        $173,426
                                          =========         ========

The Company's income tax expense (benefit), differed from the statutory Federal 
rate of 34% in 1995 and 1994 as follows:                                        

                                                                [Download Table]

                                                  1995        1994  
                                               ---------   ---------
                                                                    
Statutory rate applied to income (loss)                             
  before income tax expense (benefit)          $(198,185)  $203,780 
Change in income taxes resulting from:                              
    Items deductible only for Federal income                        
        tax purposes                            (283,736)         - 
    State income taxes                           (60,567)    20,288 
    Portion of income taxes payable by share-                       
      holders prior to C corporation status            -     50,945 
    Other                                         29,445        303 
                                               ---------   -------- 
Total income tax expense (benefit)             $(513,043)  $173,426 
                                               =========   ======== 

Net operating loss carryforwards totaling approximately $387,000 which expire   
in 2010 are available to offset the Company's future income tax liability.      

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KNOWLEDGEBROKER, INC. 
NOTES TO FINANCIAL STATEMENTS 
Years ended December 31, 1995 and 1994

NOTE I - COMMON STOCK AND RELATED PARTY TRANSACTIONS                            

Shareholder loans arise in the normal course of business, are non-interest      
bearing, and are due on demand.  Amounts due to shareholders include amounts    
due for compensation, contribution of assets at fair market value (which is     
less than founders' cost), and expenses reimbursable to the shareholders.       

Issuances of shares for compensation during 1995 and 1994 (prior to becoming a  
public company) were valued at the net book value of the Company at the         
respective dates of issuance, which management believes during that period was  
the most appropriate indicator of the fair value of the shares.                 

At December 31, 1995, notes receivable in connection with stock issued pursuant 
to stock options exercised amounted to $798,945.  Of that amount, $9,950 is     
presented as a current note receivable as the note was collected prior to the   
date of this report (March 26, 1996) with the balance $788,995 being presented  
as a reduction of shareholders' equity.  The notes receivable bear interest at  
8.75% and are due at various dates in 1996. Security on a portion of these      
notes ($199,000) includes assets other than the stock itself.                   

NOTE J - ECONOMIC DEPENDENCE                                                    

During 1995, no one customer accounted for greater than 10% of total revenues.  
The Company has one customer which accounted for approximately 68% of total     
revenues during 1994.                                                           

NOTE K - COMMITMENTS AND CONTINGENCIES                                          

The Company leases its office facilities and certain office equipment under     
long-term operating lease agreements expiring through 1998.  The office lease   
commenced on October 1, 1995 and expires on September 30, 1999 and requires     
monthly rental payments ranging from approximately $1,400 to $1,900 over the    
life of the lease.  Rent expense for the years ended December 31, 1995 and 1994 
amounted to $25,152 and $20,006, respectively.  Future minimum lease payments   
at December 31, 1995 are as follows:                                            

                                                                [Download Table]

Year ending December 31,                              Amount 
--------------------------                           --------
                                                             
           1996                                      $ 16,745
           1997                                        18,469
           1998                                        20,194
           1999                                        39,367
                                                     --------
              Total                                  $ 94,775
                                                     ========

During 1995, the Company received several notices from the Internal Revenue     
Service ("IRS") questioning the status of workers treated by the Company as     
contractors.  If the IRS determines that the workers in question are employees  
and applies this ruling to other similar workers, the amount due for income and 
other taxes could be significant to the financial statements of the Company.    
Management intends to vigorously defend the working status of their workers,    
but is unable to determine the outcome of the IRS notice or the related         
financial exposure if any.                                                      

In the course of conducting its business, the Company is involved in various    
lawsuits and related proceedings, the outcome of which is not anticipated to be 
material to the Company's financial position.                                   

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KNOWLEDGEBROKER, INC. 
BALANCE SHEETS
March 31, 1996 and December 31, 1995

ASSETS

                                                        [Enlarge/Download Table]

                                                                       March 31,    December 31, 
                                                                         1996           1995     
                                                                      -----------   ------------ 
                                                                      (Unaudited)                
                                                                                                 
CURRENT ASSETS                                                                                   
   Cash and cash equivalents                                           $   60,687     $  131,653 
   Marketable securities available for sale                                50,000         50,000 
   Trade accounts receivable, net of allowance for doubtful accounts      513,389        374,595 
   Note receivable in connection with exercised stock option                    -          9,950 
   Prepaid expenses and other                                              75,796         77,341 
   Income tax receivable                                                  168,046        168,046 
   Deferred income taxes                                                  159,324        216,433 
                                                                       ----------     ---------- 

                 Total current assets                                   1,027,242      1,028,018 
                                                                       ----------     ---------- 

PROPERTY AND EQUIPMENT                                                    247,582        231,360 
   Less accumulated depreciation and amortization                        (103,273)       (92,149)
                                                                       ----------     ---------- 

                 Property and equipment, net                              144,309        139,211 
                                                                       ----------     ---------- 

OTHER ASSETS                                                                                     
   Deferred income taxes                                                  119,413        119,413 
   Other                                                                    4,065          4,065 
                                                                       ----------     ---------- 

                 Total other assets                                       123,478        123,478 
                                                                       ----------     ---------- 

TOTAL ASSETS                                                           $1,295,029     $1,290,707 
                                                                       ==========     ========== 

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KNOWLEDGEBROKER, INC. 
BALANCE SHEETS - CONTINUED
March 31, 1996 and December 31, 1995

LIABILITIES AND SHAREHOLDERS' EQUITY

                                                        [Enlarge/Download Table]

                                                                       March 31,     December 31, 
                                                                         1996           1995      
                                                                     -------------    ----------- 
                                                                       (Unaudited)                
                                                                                                  
CURRENT LIABILITIES                                                                               
   Note payable - line of credit                                        $        -    $    30,000 
   Accounts payable                                                         78,290        213,186 
   Accrued shareholder bonuses and salaries                                 58,750         58,750 
   Other accrued expenses                                                  377,842        383,323 
   Deferred income                                                          52,628         52,628 
                                                                        ----------    ----------- 

                 Total liabilities                                         567,510        737,887 
                                                                        ----------    ----------- 

SHAREHOLDERS' EQUITY                                                                              
   Preferred stock; $0.01 par value; 5,000,000 shares authorized                 -              - 
   Common stock; $0.01 par value; 25,000,000 shares                                               
      authorized; 9,308,447 and 9,267,947 shares issued                     93,085         92,680 
   Additional paid-in capital                                            1,206,995      1,166,900 
   Retained earnings                                                       193,094         82,235 
                                                                        ----------    ----------- 
                                                                         1,493,174      1,341,815 
   Less notes receivable in connection with exercised stock options       (765,655)      (788,995)
                                                                        ----------    ----------- 
              Total shareholders' equity                                   727,519        552,820 
                                                                        ----------    ----------- 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                              $1,295,029    $ 1,290,707 
                                                                        ==========    =========== 

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KNOWLEDGEBROKER, INC. 
STATEMENTS OF OPERATIONS
Three months ended March 31, 1996 and 1995
(Unaudited) 

                                                        [Enlarge/Download Table]

                                                       Three months     Three months  
                                                      Ended March 31,  Ended March 31,
                                                           1996             1995      
                                                       -----------      -----------   
                                                                                      
Revenues                                                                              
   Support desk services                               $   369,519      $   460,111   
   Software sales                                          257,674           36,847   
                                                       -----------      -----------   
          Total revenues                                   627,193          496,958   
                                                       -----------      -----------   

Direct personnel cost of support desk services                                        
   and software sales                                      165,727          133,511   
                                                       -----------      -----------   
      Revenues, net of direct costs                        461,466          363,447   
                                                       -----------      -----------   

Expenses                                                                              
   Selling, general and administrative                     311,197          273,000   
   Depreciation and amortization                            11,125            9,808   
                                                       -----------      -----------   
      Total expenses                                       322,322          282,808   
                                                       -----------      -----------   

      Operating profit                                     139,144           80,639   

Other income (expense)                                                                
   Interest and other income                                29,706            2,272   
   Interest expense                                           (882)               -   
                                                       -----------      -----------   

Income before income taxes                                 167,968           82,911   

Income taxes                                               (57,109)         (28,189)  
                                                       -----------      -----------   

Net income                                             $   110,859      $    54,722   
                                                       ===========      ===========   

Weighted average number of common shares outstanding     9,301,771        6,179,054   
                                                       ===========      ===========   

Net income per common share                                   $.01             $.01   
                                                              ====             ====   

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KNOWLEDGEBROKER, INC. 
STATEMENTS OF SHAREHOLDERS' EQUITY
Three months ended March 31, 1996 and 1995
(Unaudited) 

                                                        [Enlarge/Download Table]


                             Common Stock        Additional                                  
                       -----------------------    Paid-in    Retained     Notes              
                         Shares         Amount    Capital    Earnings   Receivable     Total 
                       ---------       -------  -----------  ---------  ----------  ---------
                                                                                             
Balances at December                                                                         
   31, 1994            4,797,193       $47,971  $   153,904  $152,090           -   $ 353,965

Issuance of common                                                                           
   stock for compen-                                                                         
   sation and expense                                                                        
   reimbursement       3,886,565        38,867       93,040         -           -     131,907

Net income for                                                                               
   three months                -             -            -    54,722           -      54,722
                       ---------       -------  -----------  --------   ---------   ---------

Balances at March                                                                            
   31, 1995            8,683,758       $86,838  $   246,944  $206,812   $       -   $ 540,594
                       =========       =======  ===========  ========   =========   =========

Balances at December                                                                         
   31, 1995            9,267,947        92,680    1,166,900    82,235    (788,995)    552,820

Warrants exercised        40,500           405       40,095         -           -      40,500

Cash received on                                                                             
   notes receivable            -             -            -         -      23,340      23,340

Net income for three                                                                         
   months                      -             -            -   110,859           -     110,859
                       ---------       -------  -----------  --------   ---------   ---------

Balances at March                                                                            
   31, 1996            9,308,447       $93,085  $ 1,206,995  $193,094   $(765,655)  $ 727,519
                       =========       =======  ===========  ========   =========   =========

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KNOWLEDGEBROKER, INC. 
STATEMENTS OF CASH FLOWS
Three months ended March 31, 1996 and 1995
(Unaudited) 

                                                        [Enlarge/Download Table]

                                                           Three months     Three months  
                                                          Ended March 31,  Ended March 31,
                                                              1996              1995      
                                                          ---------------  ---------------
                                                                                          
Cash flows from operating activities                                                      
   Net income                                               $   110,859     $     54,722  
   Adjustments to reconcile net income                                                    
     to net cash provided (used) by operating activities                                  
         Deferred income taxes (benefit)                         57,109           (9,151) 
         Depreciation and amortization                           11,124            9,808  
         Common stock issued for compensation and                                         
            expense reimbursement                                     -          (10,000) 
         Changes in assets and liabilities                                                
            Trade accounts receivable                          (138,794)          21,909  
            Prepaid expenses and other                            1,545             (917) 
            Accounts payable and accrued liabilities           (140,377)         (11,679) 
            Income taxes payable                                      -         (144,811) 
            Deferred income                                           -            9,151  
                                                            -----------     ------------  

Net cash used by operating activities                           (98,534)         (80,968) 
                                                            -----------     ------------  

Cash flows from investing activities                                                      
   Purchase of property and equipment                           (16,222)          (5,753) 
   Purchase of marketable securities                                  -                -  
                                                            -----------     ------------  

Net cash used in investing activities                           (16,222)          (5,753) 
                                                            -----------     ------------  

Cash flows from financing activities                                                      
   Net change in borrowings under line of credit                (30,000)               -  
   Principal repayments on long-term debt                             -             (960) 
   Collections on notes receivable in connection with                                     
     exercised stock options                                     33,290                -  
   Issuance of common stock upon exercise of warrants            40,500                -  
   Decrease in cash overdraft                                         -         (156,977) 
                                                            -----------     ------------  

Net cash provided (used) by financing activities                 43,790         (157,937) 
                                                            -----------     ------------  

Decrease in cash                                                (70,966)        (244,658) 

Cash and cash equivalents at beginning of period                131,653          328,761  
                                                            -----------     ------------  

Cash and cash equivalents at end of period                  $    60,687     $     84,103  
                                                            ===========     ============  

Supplemental disclosures:                                                                 

   Cash paid for interest                                   $       882     $          -  
                                                            ===========     ============  

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KNOWLEDGEBROKER, INC. 
NOTES TO FINANCIAL STATEMENTS 
Three months ended March 31, 1996 and 1995
(Unaudited) 

NOTE A - GENERAL                                                                

KnowledgeBroker, Inc. (a California Corporation) ("KBI" or "Company") was       
incorporated on March 27, 1992.  The Company provides integrated information    
system "help desk" functions for Fortune 1000 companies throughout the United   
States and develops, sells and maintains informational databases to provide     
on-line computer hardware and software applications support.                    

The interim financial statements included herein have been prepared by the      
Company pursuant to the rules and regulations of the Securities and Exchange    
Commission.  Certain information and footnote 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 present not misleading.  It is suggested that these        
financial statements be read in conjunction with the financial statements and   
notes for the years ended December 31, 1995 and 1994.                           

In the opinion of management, the unaudited interim financial information of    
the Company contains all adjustments, consisting only of those of a normal      
recurring nature, necessary to present fairly the Company's financial position  
and the results of its operations and cash flows for the periods presented.     
The results of operations for the periods presented are not necessarily         
indicative of the results to be expected for a full year.                       

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INDEX TO EXHIBITS 

                                                                [Download Table]

                                                                        Sequentially
                                                                          Numbered  
Exhibit                    Description                                      Page    
-------                    -----------                                  ------------
                                                                                    
  2.1     Plan of Reorganization dated October 1, 1993.*                            
  2.2     Stock Exchange Agreement dated March 28, 1995 by and between              
          Overthrust Oil Royalty Corporation and KnowledgeBroker,                   
          Inc.*                                                                     
  2.3     Agreement and Plan of Merger dated April 28, 1995 by and                  
          between Overthrust Oil Royalty Corporation and KBI                        
          Acquisition, Inc.*                                                        
  2.4     Agreement and Plan of Merger dated May 23, 1995 by and                    
          between KBI Acquisition, Inc. and KnowledgeBroker, Inc.*                  
  3 (I)   Articles of Incorporation of the Company, as amended to                   
          date.*                                                                    
  3 (ii)  Bylaws of the Company.*                                                   
  4.1     Specimen Common Stock Certificate.*                                       
  4.2     Specimen Class A Purchase Warrant.*                                       
  4.3     Specimen Class B Purchase Warrant.*                                       
  10.1    Leases for Properties.**                                                  
  10.2    Agreement dated December 15, 1994 by and between                          
          KnowledgeBroker, Inc. and Software Affiliates of America,                 
          Inc.*                                                                     
  10.3    Employment Letter dated April 28, 1995 by and between the                 
          Company and Brad Stanley.**                                               
  10.4    1995 Stock Compensation Plan (included in Exhibit 2.2).*                  

* These exhibits were previously filed by the Company with the
Commission as Exhibits to its Registration Statement No. 0-26626 on Form 10-SB  
and are respectively incorporated herein by specific reference thereto.         

** To be filed by amendment.                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G/A’ Filing		Date		First		Last			Other Filings
		9/30/99		35					10QSB
		5/23/97		4
Filed on:		8/12/96		1
		3/31/96		6		41			10QSB
		3/26/96		25		35
		12/31/95		6		41
		10/1/95		12		35
		8/7/95		15
		7/24/95		18		33
		5/26/95		17
		5/23/95		3		42
		4/30/95		9
		4/28/95		3		42
		3/31/95		7		41
		3/28/95		23		42
		2/15/95		3
		12/31/94		6		41
		12/15/94		23		42
		5/1/94		2
		4/1/94		7		31
		12/31/93		13
		12/20/93		2		18
		10/1/93		23		42
		3/27/92		3		41
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