As  filed  with  the  Securities  and  Exchange  Commission  on  May 4,  2001
                                                Registration No. 333-___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ______________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ______________

                        KNOWLEDGE TRANSFER SYSTEMS, INC.
               (Exact name of issuer as specified in its charter)

        Nevada                                            87-6121862
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                       Identification No.)

   110 Broadway Street
      Oakland, CA                                           94617
(Address of principal executive offices)                  (Zip Code)


                    AGREEMENTS WITH OFFICERS AND CONSULTANTS
                            (Full title of the plan)



                           Stephen K. Burke, President
                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                               110 Broadway Street
                                Oakland, CA 94617
                                 (510) 251-6230
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                              Atlas Pearlman, P.A.
                     350 East Las Olas Boulevard, Suite 1700
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200



<PAGE>


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
                                        Proposed      Proposed
                                        maximum       maximum
                                        offering      aggregate     Amount of
Title of securities     Amount to be    price per     offering      registration
to be registered        registered      share         price         fee
<S>                     <C>             <C>           <C>           <C>
_______________________________________________________________________________
Compensatory Stock Issued to Selling Securityholders

Common Stock, $0.001
par value per share     4,000,000       $1.75         $7,000,000     $1,750*

</TABLE>

_________________

*       Calculated in accordance with Rule 457 based upon the average of the
        closing bid and asked prices on April 26, 2001.





                                        2

<PAGE>

PROSPECTUS


                        KNOWLEDGE TRANSFER SYSTEMS, INC.

                        4,000,000 Shares of Common Stock


          This  prospectus  forms  a  part  of a  registration  statement  which
     registers  an  aggregate  of  4,000,000  shares of common  stock,  that are
     collectively  referred to as the "Shares",  of Knowledge  Transfer Systems,
     Inc.  ("Knowledge  Transfer",  "Company",  "we", "us" or "our"). The Shares
     have been issued to Jennifer Brenner,  the former president and director of
     the  Company,  John  Schoene,  Esq.,  previously  general  counsel  for the
     Company,  JLC Holding,  Inc.,  (Douglas S.  Hackett),  a consultant  to the
     Company,  and Phillip  Eich, a previous  employee of the  Company.  Messrs.
     Schoene,  Hackett  and Eich  and Ms.  Brenner  are  sometimes  referred  to
     collectively as the "selling  securityholders." The selling securityholders
     may  sell  all  or a  portion  of the  Shares  from  time  to  time  in the
     over-the-counter  market, in negotiated  transactions,  directly or through
     brokers or otherwise,  and at market prices  prevailing at the time of such
     sales or at negotiated  prices. We will not receive any proceeds from sales
     by the selling securityholders.

          No person has been authorized by us to give any information or to make
     any representation other than as contained in this prospectus, and if given
     or made,  such  information  or  representation  must not be relied upon as
     having been  authorized by us. Neither the delivery of this  prospectus nor
     any distribution of the Shares shall, under any  circumstances,  create any
     implication  that  there has been no change in our  affairs  since the date
     hereof.

                                       ___________

          These  securities  have  not  been  approved  or  disapproved  by  the
     Securities and Exchange  Commission  nor has the  Commission  passed on the
     accuracy or adequacy of this prospectus. Any representation to the contrary
     is a criminal offense.

                                       ___________

          This prospectus does not constitute an offer to sell securities in any
     state to any  person  to whom it is  unlawful  to make  such  offer in such
     state.


                                   The date of this prospectus is May 4, 2001




                                        3
<PAGE>


                              AVAILABLE INFORMATION

          We are subject to the  informational  requirements  of the  Securities
     Exchange Act of 1934,  as amended,  and, in accordance  therewith,  we file
     reports,  proxy  statements and other  information  with the Securities and
     Exchange Commission.  Reports, proxy statements and other information filed
     with the  Commission  can be inspected  and copied at the public  reference
     facilities of the Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.
     20549.  Copies of this  material can also be obtained at  prescribed  rates
     from the Public Reference Section of the Commission at its principal office
     at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549.  The Commission also
     maintains  a website  on the  internet  that  contains  reports,  proxy and
     information  statements and other  information  regarding  registrants that
     file electronically with the Commission at http://www.sec.gov.

          We have filed with the Commission a registration statement on Form S-8
     under the  Securities  Act of 1933, as amended,  covering the Shares.  This
     prospectus,  which comprises Part I of the  registration  statement,  omits
     certain information  contained in the registration  statement.  For further
     information  with respect to us and the Shares offered by this  prospectus,
     reference  is made to the  entire  registration  statement,  including  the
     exhibits thereto.  Statements in this prospectus as to any document are not
     necessarily  complete,  and where any such  document  is an  exhibit to the
     registration  statement or is incorporated by reference  herein,  each such
     statement is qualified in all respects by the  provisions of the exhibit or
     other  document to which  reference is hereby made, for a full statement of
     the  provisions  thereof.  A  copy  of  the  registration  statement,  with
     exhibits, may be obtained from the Commission's office in Washington,  D.C.
     (at the above address) upon payment of the fees prescribed by the rules and
     regulations of the  Commission,  or examined there without charge or at the
     Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The  following   documents   filed  by  us  with  the  Commission  are
     incorporated herein by reference and made a part hereof:

         *        Annual Report on Form 10-KSB for the year ended December 31,
                  2000, filed on April 2, 2001

          All reports and documents filed by us pursuant to Section 13, 14 or 15
     (d) of the Exchange Act, prior to the filing of a post-effective  amendment
     which indicates that all securities  offered hereby have been sold or which
     deregisters  all securities  then remaining  unsold,  shall be deemed to be
     incorporated  by  reference  herein  and  to  be a  part  hereof  from  the
     respective date of filing of such documents.  Any statement incorporated by
     reference  herein shall be deemed to be modified or superseded for purposes
     of this  prospectus to the extent that a statement  contained  herein or in
     any other  subsequently  filed  document,  which also is or is deemed to be
     incorporated  by reference  herein,  modifies or supersedes such statement.
     Any  statement  modified or  superseded  shall not be deemed,  except as so
     modified or superseded, to constitute part of this prospectus.


                                        4
<PAGE>




          We  hereby  undertake  to  provide  without  charge  to  each  person,
     including any beneficial  owner,  to whom a copy of the prospectus has been
     delivered,  on the written request of any such person, a copy of any or all
     of the documents  referred to above which have been or may be  incorporated
     by reference in this  prospectus,  other than  exhibits to such  documents.
     Written requests for such copies should be directed to Corporate Secretary,
     Knowledge Transfer Systems, Inc., 110 Broadway Street, Oakland,  California
     94617.


                                   THE COMPANY

          This  prospectus  contains,  in  addition to  historical  information,
     forward-looking statements that involve risks and uncertainties. Our actual
     results  may  differ   materially   from  the  results   discussed  in  the
     forward-looking statements. Factors that might cause or contribute to these
     differences include those discussed below and elsewhere in this prospectus.

          The Company,  operating through its KT Solutions, Inc. subsidiary ("KT
     Solutions"),  develops and markets  interactive  training  products for the
     Information Technology (IT) industry. KT Solutions,  with its large content
     library,  publisher relationships and established distribution channels, is
     seeking to capture an increasing portion of this large and growing market.

          KT Solutions has been developing  technology-based-training  solutions
     for over a decade.  From the beginning,  as a custom  development house for
     large corporate companies like Hewlett Packard, Lucent Technologies,  State
     Farm and UPS, KT  Solutions  has  developed a library of over 250  courses,
     covering more than a 1,000 hours of instructions. The courses cover today's
     most  popular  IT  subjects  including  Microsoft  Office,  Microsoft  MSCE
     certifications,  Oracle,  Cisco, Java and industry  certifications like A+,
     Network+ and iNet+. The solutions are delivered as  computer-based-training
     and Internet based learning  products also known as eLearning.  KT Solution
     products are sold into  various  channels by distance  learning  providers,
     training companies,  retailers and through a growing  international network
     of  distributors.  KT Solutions  currently has  licensing  and  cross-sales
     agreements with Thompson Publishing, Sybex Publishing, New Horizons CLC and
     ProsoftTraining.com.  KT Solutions'  competitive  advantages revolve around
     three core elements;  sourcing  content  partnerships,  rapid and efficient
     development of IT content and channel strategy.

Content Sourcing

          Unlike  KT  Solutions'  competitors  who  traditionally  create  their
     content  from  scratch,  KT  Solutions  partners  with some of the  leading
     publishing  and  instructor led training  companies to source  content.  KT
     Solutions takes source material-books, instructor guides or CDs and creates
     derivative  works in the form of rich multimedia  training  courses.  These
     courses can be deployed



                                        5
<PAGE>


          over the Internet,  corporate networks or via CD-ROM. By starting with
     materials that are already organized in an instructional  format and mapped
     to the respective industry certifications,  KT Solutions is able to deliver
     finished product in a shorter period of time and at substantially less cost
     than the  competition.  These  finished  courses  are  marketed  through KT
     Solutions' channels as well as through the channels of the original content
     publishers.  Additionally,  the  licensing  arrangements  allow  for  great
     flexibility when it comes to sub-licensing,  branding, blending and pricing
     of the  derivative  works.  This is a very real  necessity when selling the
     same courses into different sales channels.

Rapid and Efficient Development

          Over the years KT Solutions has developed a suite of production  tools
     that create high  quality  multimedia  courses much more  efficiently  than
     conventional  tools.  This coupled with the fact that the source  materials
     are already "halfway there" means faster time to market at a lower cost. KT
     Solutions'  library allows  partners to sole source for all their IT needs.
     KT Solutions has curricula  that overs over 90% of the subject matter where
     dollars are spent on  education  in the IT  industry.  In the  increasingly
     important  area of content  standards,  KT Solutions  supports the emerging
     industry  standards of SCORM,  AICC and LRN, and currently has  development
     projects underway.

Channel Partners

          KT Solutions uses a partner sales strategy concept.  This provides for
     broad coverage  across  multiple  sales channels  without the expenses of a
     direct sales  force.  This also  eliminates  channel  conflict,  which is a
     problem  with  other  content  companies.  Another  key  element is that KT
     Solutions has total  flexibility  in crafting  business  terms that fit the
     business model of the channel partner.

          KT  Solutions'  strategy is to be the content  partner for the leading
     training  providers  across  four  major  channels-traditional   corporate,
     academic,  on-line providers and retail.  Also, almost all of KT Solutions'
     content  sources  become sales  channels  for the  derivative  works.  This
     results in indirect sales people selling KT Solutions  courses into all the
     channels.

Additional factors that may affect operating results

         In evaluating us, the following risk factors should be considered:

We have experienced historical losses, have an accumulated deficit and may not
become profitable.

          For the fiscal year ended  December 31, 2000 and 1999, we  experienced
     net  losses as a result of our  prior  operations  which  have  since  been
     discontinued.   Our  recent  acquisition,  KT  Solutions,  had  a  loss  of
     $1,177,092 for its fiscal year ended December 31, 2000. In addition, at



                                        6
<PAGE>


          December  31,  2000,  KT  Solutions  had  an  accumulated  deficit  of
     $1,172,092. KT Solutions' operating results for future periods will include
     significant  expenses,  including product development  expenses,  sales and
     marketing  costs,  programming  and  administrative  expenses,  and will be
     subject to numerous  uncertainties.  As a result,  we are unable to predict
     whether we will achieve profitability in the future.

Our business is capital intensive, particularly with respect to advertising and
marketing, and we will require additional financing.

          Our  operations  are capital  intensive  and our growth will consume a
     substantial  portion of our  available  working  capital.  We will  require
     additional  capital in order to fund our  operations.  Our working  capital
     requirements will depend on a variety of factors,  including the timing and
     rate at which we are able to  generate  revenues  from  operations  and our
     financing  activities.  There can be no assurance  that we will not require
     additional capital sooner as marketing and development activities increase.
     We do not have any commitments for additional financing and there can be no
     assurance that such additional funding, if required,  will be available, or
     if available,  will be available upon favorable terms.  Insufficient  funds
     may prevent us from  implementing  our business  strategy.  In the event we
     raise additional funds through the issuance of equity securities,  dilution
     to the then existing  stockholders  will result and future investors may be
     granted rights superior to those of existing stockholders.

We engage in emerging technologies; as a result the market price for the Common
Stock may be subject to extreme volatility.

          The market for securities of technology oriented companies,  including
     companies  such  as  ours  that  participate  in  emerging   markets,   has
     historically been more volatile than the market for stocks in general. As a
     result,  the price of the common stock may be subject to wide  fluctuations
     in response  to factors  some of which are beyond our  control,  including,
     without limitation, the following:

         *        quarter-to-quarter variations in our operating results;
         *        our announcement of material events;
         *        price fluctuations in sympathy to others engaged in our
                  industry; and
         *        the effects of media coverage of our business.

We rely on strategic alliances that may not continue in the future.

          We have  developed  strategic  alliances to develop and market many of
     our products,  and we believe that an  increasing  proportion of our future
     revenues may be  attributable  to products  developed and marketed  through
     these and other future  alliances.  However,  these  relationships  are not
     exclusive  and we may be unable to  continue  to  develop  future  products
     through these  alliances in a timely  fashion or may be unable to negotiate
     additional alliances in the future on acceptable terms or at all.



                                        7


<PAGE>


          The  marketing  efforts of our  partners  may also  disrupt our direct
     sales efforts.  Our development  and marketing  partners could pursue their
     existing  or  alternative   training  programs  in  preference  to  and  in
     competition  with  those  being  developed  by us. In the event that we are
     unable  to  maintain  or  expand  our  current  development  and  marketing
     alliances  or enter  into new  development  and  marketing  alliances,  our
     operating  results and financial  condition  could be materially  adversely
     affected.  Furthermore, we are required to pay royalties to our development
     and marketing  partners on products  developed with them, which reduces our
     gross margins. We expect that cost of revenues may fluctuate from period to
     period  in the  future  based  upon  many  factors,  including  the  mix of
     e-Learning events licensed (between e-Learning events developed exclusively
     by us, and royalty-bearing courseware developed pursuant to development and
     marketing alliances) and the timing of expenses associated with development
     and  marketing  alliances.  In addition,  the  collaborative  nature of the
     development  process under these alliances may result in longer development
     times and less  control over the timing of product  introductions  than for
     e-Learning offerings developed solely by us.

Our success depends on our ability to meet the needs of the rapidly changing
market.

          The market for  education  and  training  solutions is  influenced  by
     rapidly  changing  technology,  evolving  industry  standards,  changes  in
     customer  needs and  frequent  introductions  of new  products  by software
     vendors.   New   methods   of   providing   interactive   education   in  a
     technology-based format are being developed and offered in the marketplace,
     including  intranet and  Internet  offerings.  Many of these new  offerings
     involve new and different  business models and contracting  mechanisms.  In
     addition,  multimedia  and other product  functionality  features are being
     added to the  educational  software.  Accordingly,  our future success will
     depend  upon the  extent  to which we are  able to  develop  and  implement
     products  which  address these  emerging  market  requirements  on a timely
     basis.  If we are  unsuccessful  in  addressing  the changing  needs of the
     marketplace due to resource,  technological or other constraints,  or if we
     are unable to  anticipate  and respond  adequately to changes in customers'
     software technology and preferences, our business and results of operations
     would be materially adversely affected.

If we are unable to build the KT Solutions brand, we may be unable to grow our
business.

          We believe that  establishing  and  maintaining the KT Solutions brand
     will be  critical to the success of our  e-Learning  strategy  and that the
     importance of brand  recognition will increase due to the growing number of
     education-oriented  internet sites.  Successful  promotion and marketing of
     the KT  Solutions  brand will depend on  providing  compelling  educational
     content,  community and commerce,  and we intend to significantly  increase
     our marketing and branding expenditures in our effort to increase our brand
     awareness.  If our brand building strategy is unsuccessful,  these expenses
     may never be recovered,  and our business could be materially  harmed.  The
     success  of  our  strategy   depends  on  the  reliability  and  consistent
     performance of our information systems and Internet infrastructure.




                                        8
<PAGE>


The success of our strategy is highly dependent on the consistent performance of
our information systems and Internet infrastructure.

          If our Website fails for any reason or if we exercise any  unscheduled
     down  times,  even  for  only a short  period  of time,  our  business  and
     reputation would be materially  harmed. We rely on third parties for proper
     functioning of our computer  infrastructure,  delivery of our  applications
     and the  performance  of our  destination  site. Our systems and operations
     could  be   damaged   or   interrupted   by  fire,   flood,   power   loss,
     telecommunications failure,  break-ins,  earthquake and similar events. Any
     system failures could adversely  affect customer usage of our solutions and
     user traffic results in any future  quarters,  which could adversely affect
     our revenues and operating  results and harm our reputation  with corporate
     customers, subscribers and commerce partners. A key element of our strategy
     is to  generate  a high  volume  of  traffic  to the Web site and  create a
     significant  subscriber base.  Accordingly,  the satisfactory  performance,
     reliability and availability of our Web site and computer infrastructure is
     critical to our  reputation  and  ability to attract  and retain  corporate
     customers,  subscribers and commerce partners. We cannot accurately project
     the  rate or  timing  of any  increases  in  traffic  to our  Website  and,
     therefore,  the  integration  and timing of any  upgrades  or  enhancements
     required to facilitate any significant traffic increase to the Web site are
     uncertain.  The  failure to expand and  upgrade  the Web site or any system
     error,  failure or extended down time could  materially  harm our business,
     reputation, financial condition or results of operations.

We may fail to integrate adequately acquired products, technologies and
businesses.

          The  integration  of prospective  businesses  may not be  successfully
     completed in a timely fashion,  or at all.  Further,  the revenues from the
     acquired  businesses may not be sufficient to support the costs  associated
     with those businesses,  without adversely  affecting our operating margins.
     Any failure to successfully complete the integration in a timely fashion or
     to generate  sufficient  revenues from the acquired businesses could have a
     material adverse effect on our business and results of operations.

          We regularly evaluate acquisition opportunities and are likely to make
     acquisitions in the future. Future acquisitions could result in potentially
     dilutive  issuances  of  equity  securities,  the  incurrence  of debt  and
     contingent  liabilities and  amortization  expenses related to goodwill and
     other  intangible  assets,  which  could  materially  adversely  affect our
     results of operations.  Product and technology acquisitions entail numerous
     risks,  including  difficulties in the assimilation of acquired operations,
     technologies  and products,  diversion of  management's  attention to other
     business concerns, risks of entering markets in which we have no or limited
     prior  experience  and the  potential  loss of key  employees  of  acquired
     companies.  Our  management  has had  limited  experience  in  assimilating
     acquired  organizations and products into our operations.  We may be unable
     to integrate  successfully any operations,  personnel or products that have
     been  acquired or that might be acquired in the future,  and our failure to
     do so could have a material adverse effect on our results of operations.




                                        9
<PAGE>


Rapid expansion of our operations could strain our personnel and systems.

          We  could  experience  rapid  expansion  of our  operations,  which is
     expected to place  significant  demands on our  executive,  administrative,
     operational  and  financial  personnel  and systems.  Our future  operating
     results  will  substantially  depend on the ability of our officers and key
     employees to manage  changing  business  conditions  and to  implement  and
     improve our  operational,  financial  control  and  reporting  systems.  In
     particular,  we  require  significant  improvement  in our order  entry and
     fulfillment  and  management  information  systems in order to support  our
     expanded  operations.  If we are unable to  respond to and manage  changing
     business  conditions,  our  business  and  results of  operations  could be
     materially adversely affected.

We depend on a few key personnel to manage and operate us.

          Our success is largely dependent on the personal efforts and abilities
     of our senior management.  Failure to retain these executives,  or the loss
     of certain  additional senior management  personnel or other key employees,
     could have a material adverse effect on our business and future prospects.

          We are also  dependent  on the  continued  service  of our key  sales,
     product development and additional operational personnel and on our ability
     to attract, motivate and retain highly qualified employees. In addition, we
     depend on writers,  programmers and graphic artists.  We expect to continue
     to hire additional product  development,  sales and marketing,  information
     systems  and  accounting  staff.   However,   we  may  be  unsuccessful  in
     attracting,  retaining or motivating key  personnel.  The inability to hire
     and retain qualified personnel or the loss of the services of key personnel
     could have a material adverse effect upon our current business, new product
     development efforts and future business prospects.

Increased  competition may result in decreased demand for our products and
services,  which may result in reduced  revenues and gross margins and loss of
market share.

          The  market  for  business  education  training  solutions  is  highly
     fragmented and competitive,  and we expect this competition to increase. We
     expect that because of the lack of significant  barriers to entry into this
     market,  new competitors may enter the market in the future. In addition to
     increased   competition  from  new  companies  entering  into  the  market,
     established  companies are entering into the market through acquisitions of
     smaller  companies which directly compete with us, and we expect this trend
     to continue. We expect the market to become increasingly competitive due to
     the lack of  significant  barriers to entry.  We may also face  competition
     from publishing  companies and vendors of application  software,  including
     those vendors with whom we have formed development and marketing alliances.

          Our  primary  source  of direct  competition  comes  from  third-party
     suppliers of instructor-led  information technology,  business,  management
     and  professional  skills  education  and  training as well as suppliers of
     computer-based training and e-Learning solutions. We also face indirect



                                       10
<PAGE>


     competition  from  internal  training  departments  of  our  potential
     customers. We also compete to a lesser extent with consultants, value-added
     resellers and network integrators.  Certain of these value-added  resellers
     also market products competitive with ours. We expect that as organizations
     increase their  dependence on outside  suppliers of training,  we will face
     increasing competition from these other suppliers as education and training
     managers more  frequently  compare  training  products  provided by outside
     suppliers.

          Growing  competition  may result in reduced  revenue and gross margins
     and loss of market share,  any one of which have a material  adverse effect
     on our  business.  Many  of our  current  and  potential  competitors  have
     substantially  greater  financial,  technical,  sales,  marketing and other
     resources, as well as greater name price competition, and we expect that we
     will face increasing  price  pressures from  competitors as managers demand
     more value for their  training  budgets.  Accordingly,  we may be unable to
     provide products that compare favorably with new instructor-led  techniques
     or other interactive training software or competitive pressures may require
     us to reduce our prices significantly.

We may be unable to protect our proprietary rights. Unauthorized use of our
technology may result in development of products or services which compete with
ours.

          Our  success  depends  on our  ability  to  protect  our rights in our
     intellectual  property and trade  secrets.  We rely upon a  combination  of
     copyright, trademark and trade secret laws and customer license agreements,
     and other  methods to protect our  proprietary  rights.  We also enter into
     confidentiality  agreements  with  our  employees,  consultants  and  third
     parties to seek to limit and protect the  distribution  of our  proprietary
     information  regarding  this  technology.   However,  we  have  not  signed
     protective agreements in every case.  Unauthorized parties may copy aspects
     of our products and services and obtain and use information  that we regard
     as  proprietary.  Other parties may breach  confidentiality  agreements and
     other protective contracts we have executed. We may not become aware of, or
     have  adequate  remedies  in the  event  of, a  breach.  Litigation  may be
     necessary in the future to enforce our  intellectual  property  rights,  to
     protect  trade  secrets  or to  determine  the  validity  and  scope of the
     proprietary  rights of others.  This litigation could result in substantial
     costs and diversion of management and technical resources.

Some may claim that we infringe their intellectual property rights, which could
result in costly litigation or require us to re-engineer or cease sales of our
products or services.

          Third  parties  could in the future  claim that our  current or future
     products infringe their  intellectual  property rights.  Any claim, with or
     without  merit,  could  result  in  costly  litigation  or  require  us  to
     reengineer  or cease sales of our products or services,  any of which could
     have a material adverse effect on our business.  Infringement  claims could
     also result in an  injunction  in the use of our  products or require us to
     enter into  royalty  or  licensing  agreements.  Licensing  agreements,  if
     required, may not be available on terms acceptable to us or at all.




                                       11
<PAGE>


The Internet-based learning market is a developing market, and our business will
suffer if our products are not widely accepted.

          The  market  for  Internet-based  enterprise  learning  is a  new  and
     emerging market.  Corporate  training and education has  historically  been
     conducted  primarily  through  classroom  instruction and has traditionally
     been  performed by a company's  internal  personnel.  Many  companies  have
     invested   heavily   in  their   current   training   solutions.   Although
     technology-based  training  applications  have been  available  for several
     years,  they  currently  account  for only a small  portion of the  overall
     training market.

          Accordingly,  our future  success will depend upon the extent to which
     companies  adopt  technology  based  solutions  and  use  the  Internet  in
     connection  with  their  training  activities,  and  the  extent  to  which
     companies   utilize  the  services  or  purchase  products  of  third-party
     providers.  Many companies that have already invested substantial resources
     in  traditional  methods of corporate  training may be reluctant to adopt a
     new strategy  that may compete  with their  existing  investments.  Even if
     companies   implement   technology-based   training  or  Internet  learning
     solutions,  they may still choose to design, develop, deliver or manage all
     or part of their  education and training  internally.  If technology  based
     learning  and  the  use  of the  Internet  for  learning  does  not  become
     widespread,  or if  companies do not use the products and services of third
     parties  to  develop,  deliver or manage  their  training  needs,  then our
     products and services, may not achieve commercial success.

Because many users of our solutions access them over the Internet, factors
adversely affecting the use of the Internet could harm our business.

          Many of our users access our solutions over the Internet.  Any factors
     that  adversely  affect  Internet  usage could disrupt the ability of those
     users to  access  our  products,  which  would  adversely  effect  customer
     satisfaction  and  therefore  our  business.  Factors  which could  disrupt
     Internet usage include slow access to download  times,  security  concerns,
     network  problems or service  disruptions that prevent users from accessing
     an Internet server and delays in, or disputes  concerning,  the development
     of industry-wide Internet standards and protocols.

Demand for our products and services may be especially susceptible to adverse
economic conditions.

          Our  business  and  financial  performance  may be  damaged by adverse
     financial  conditions  affecting  our  target  customers  or  by a  general
     weakening of the economy. Some companies may not view training products and
     services as critical to the success of their businesses. If these companies
     experience  disappointing operating results, whether as a result of adverse
     economic conditions, competitive issues or other factors, they may decrease
     or forego education and training  expenditures  before limiting their other
     expenditures.




                                       12
<PAGE>



Securities and Exchange Commission rules on "penny stocks" could greatly affect
the market for our common stock by reducing liquidity and the ability to sell
our stock.

          The Securities and Exchange  Commission has adopted  regulations which
     generally  define a "penny  stock"  to be any  equity  security  that has a
     market price of less than $5.00 per share,  subject to certain  exceptions.
     Depending on market  fluctuations,  our common stock could be considered to
     be a "penny  stock" and be subject to rules that  impose  additional  sales
     practice  requirements  on  broker/dealers  who sell  these  securities  to
     persons other than established customers and accredited  investors,  unless
     the common stock is listed on The Nasdaq SmallCap Market.  For transactions
     covered by these rules, the broker-dealer  must make a special  suitability
     determination  for the  purchase  of such  securities.  In addition he must
     receive the purchaser's  written  consent to the  transaction  prior to the
     purchase. He must also provide certain written disclosure to the purchaser.
     Consequently,   the  "penny  stock"  rules  may  restrict  the  ability  of
     broker/dealers to sell our securities, and may adversely affect the ability
     of holders of shares of our common stock to resell them. While we intend at
     some future  date to list our common  stock on the Nasdaq  SmallCap  Market
     when we satisfy their various  criteria,  we cannot predict whether we will
     ever be able to qualify.

The Common Stock is thinly traded and an active and visible trading market for
the Common Stock may not develop.

          The Common  Stock is currently  traded on a limited  basis in the Pink
     Sheets  of the  Over-  the-Counter  Market  under the  symbol  "KTSI".  The
     quotation of the Common Stock on the Pink Sheets does not represent  that a
     meaningful,  consistent  and liquid  trading market  currently  exists.  We
     cannot  predict  whether a more  active  market for the  common  stock will
     develop in the future. In the absence of an active trading market:

         *        investors may have difficulty buying and selling or obtaining
                  quotations for the common stock;
         *        market visibility for the common stock may be limited; and
         *        a lack of visibility for the common stock may have a
                  depressive effect on the market price for the common stock.

It is not possible to foresee all risks which may affect us. Moreover, we cannot
predict whether we will successfully  effectuate our current business plan. Each
prospective purchaser is encouraged to carefully analyze the risks and merits of
an investment in the Units, including the Risk Factors discussed above.

                    AGREEMENTS WITH OFFICERS AND CONSULTANTS

General

          As a result of cash constraints  affecting the Company,  during recent
     periods of  activities,  Knowledge  Transfer had access to limited funds to
     satisfy its financial obligations to various


                                       13
<PAGE>


     executives  and  consultants.  Specifically,  the  Company  has issued
     2,000,000  shares of its  common  stock to  Jennifer  Brenner,  its  former
     president, treasurer and director, who was formerly a full-time employee of
     the Company.  Similarly,  the Company issued 750,000 shares of common stock
     in compensation for services rendered by Mr. Phillip Eich, who served as an
     assistant to the President and was  responsible  for all general office and
     administrative work and dealing with professional  personnel.  In addition,
     the Company issued to John Schoene,  Esq.,  the former general  counsel for
     the  Company,  550,000  shares of common  stock for various  general  legal
     services  rendered to the Company,  including  acquisition work done on the
     transaction  involving KT  Solutions.  Finally,  the Company  issued to JLC
     Holding,  Inc. (which is  wholly-owned  by Mr. Douglas S. Hackett),  a full
     time  consultant  to the  Company,  700,000  shares of common stock for his
     provision of  consulting  services to the Company  during the period of its
     restructuring as well as services rendered in connection with marketing and
     strategic planning and management.

Federal Income Tax Effects

          The following  discussion applies to the issuance of the Shares and is
     based on federal income tax laws and  regulations in effect on December 31,
     2000.  It does not  purport to be a  complete  description  of the  federal
     income  tax  consequences  of  the  issuance,  nor  does  it  describe  the
     consequences of state, local or foreign tax laws which may be applicable.

          In  connection  with the  issuance  of  Shares  as  compensation,  the
     recipient  must include in gross income the excess of the fair market value
     of the property  received over the amount, if any, paid for the property in
     the first taxable year in which beneficial  interest in the property either
     is  "transferable" or is not subject to a "substantial risk of forfeiture."
     A substantial risk of forfeiture exists where rights and property that have
     been transferred are conditioned,  directly or indirectly,  upon the future
     performance (or refraining from performance) of substantial services by any
     person,  or the  occurrence  of a  condition  related to the purpose of the
     transfer,  and  the  possibility  of  forfeiture  is  substantial  if  such
     condition is not satisfied.  Shares  received by a person who is subject to
     the short swing profit  recovery  rule of Section  16(b) of the  Securities
     Exchange  Act of  1934  is  considered  subject  to a  substantial  risk of
     forfeiture  so long as the sale of such  property at a profit could subject
     the stockholder to suit under that section. The rights of the recipient are
     treated as transferable if and when the recipient can sell, assign,  pledge
     or otherwise transfer any interest in the Shares to any person. Inasmuch as
     the recipient  would not be subject to the short swing profit recovery rule
     of Section  16(b) of the  Securities  Exchange  Act of 1934 and the Shares,
     upon receipt following satisfaction of condition  prerequisites to receipt,
     will be presently  transferable  and not subject to a  substantial  risk of
     forfeiture, the recipient would be obligated to include in gross income the
     fair market value of the Shares  received once the conditions to receipt of
     the Shares are satisfied.

Restrictions Under Securities Laws

          The sale of the Shares  must be made in  compliance  with  federal and
     state  securities  laws.  Our  officers,   directors  and  10%  or  greater
     shareholders, as well as certain other persons or parties



                                       14
<PAGE>


who may be deemed to be  "affiliates"  of ours under  federal  securities  laws,
should be aware  that  resales by  affiliates  can only be made  pursuant  to an
effective registration  statement,  Rule 144 or other applicable exemption.  Our
officers,  directors and 10% and greater stockholders may also be subject to the
"short  swing" profit rule of Section  16(b) of the  Securities  Exchange Act of
1934.

                        SALES BY SELLING SECURITYHOLDERS

         The following table sets forth

         *        the name of the selling securityholders,

         *        the amount of shares of common stock held directly or
                  indirectly,

         *        the maximum amount of shares of common stock to be offered
                  by the selling securityholders,

         *        the amount of common stock to be owned by the selling
                  securityholders following sale of the shares of common stock,
                  and

         *        the percentage of shares of common stock to be owned by the
                  selling Securityholders following completion of such offering
                  based on 40,813,211 shares being outstanding as of April 26,
                  2001.

<TABLE>
<CAPTION>

                                                                     Percentage
                                                 Shares to be        to be Owned
Name of Selling   Number of      Shares to       Owned After         After
Securityholders   Shares Owned   be Offered      Offering            Offering
<S>               <C>            <C>            <C>                  <C>

Jennifer Brenner  4,000,000      2,000,000       2,000,000           4.90%
John Schoene      2,550,000        550,000       2,000,000           4.90%
JLC Holding, Inc. 3,700,000        700,000       3,000,000           7.35%
Philip Eich       1,750,000        750,000       1,000,000           2.45%

</TABLE>



                              PLAN OF DISTRIBUTION

          The Shares covered by this prospectus may be distributed  from time to
     time by the selling  securityholders  in one or more  transactions that may
     take place on the over-the-counter  market. These include ordinary broker's
     transactions,  privately-negotiated transactions or through sales to one or
     more  broker-dealers  for resale of these shares as  principals,  at market
     prices  existing at the time of sale, at prices related to existing  market
     prices, through Rule 144 transactions or



                                       15
<PAGE>


     at negotiated prices.  Usual and customary or specifically  negotiated
     brokerage fees or  commissions  may be paid by the selling  Securityholders
     in connection with sales of securities.

          The selling  securityholders may sell the securities in one or more of
     the following methods, which may include crosses or block transactions:

     *    through the "pink sheets", on the over-the-counter  Bulletin Board, or
          on such exchanges or over-the-counter  markets on which our shares may
          be listed from time-to-time, in transactions which may include special
          offerings,  exchange  distributions  and/or  secondary  distributions,
          pursuant  to and in  accordance  with  the  rules  of such  exchanges,
          including sales to  underwriters  who acquire the shares for their own
          account  and  resell  them  in one or  more  transactions  or  through
          brokers, acting as principal or agent;

     *    in   transactions   other   than   on   such   exchanges   or  in  the
          over-the-counter  market,  or  a  combination  of  such  transactions,
          including sales through brokers,  acting as principal or agent,  sales
          in privately negotiated transactions, or dispositions for value by any
          selling  Securityholders to its partners or members,  subject to rules
          relating to sales by affiliates;

     *    through  the  issuance  of   securities  by  issuers  other  than  us,
          convertible into, exchangeable for, or payable in our shares; or

     *    through  the  writing of options  on our  shares,  whether or not such
          options are listed on an  exchange,  or other  transactions  requiring
          delivery of our shares,  or the  delivery of our shares to close out a
          short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

          In  making   sales,   brokers   or   dealers   used  by  the   selling
     securityholders  may arrange for other  brokers or dealers to  participate.
     The selling  securityholders  and others  through whom such  securities are
     sold may be "underwriters" within the meaning of the Securities Act for the
     securities offered,  and any profits realized or commission received may be
     considered underwriting compensation.

          At the  time a  particular  offer of the  securities  is made by or on
     behalf of the selling securityholders, to the extent required, a prospectus
     is to delivered. The prospectus will include the number of shares of common
     stock being  offered and the terms of the  offering,  including the name or
     names of any  underwriters,  dealers or agents,  the purchase price paid by
     any  underwriter  for the shares of common stock purchased from the selling
     securityholders,  and any discounts,  commissions or concessions allowed or
     reallowed or paid to dealers, and the proposed selling price to the public.



                                       16
<PAGE>


          We have told the selling  securityholders  that the  anti-manipulative
     rules under the Securities  Exchange Act of 1934,  including  Regulation M,
     may  apply  to their  sales in the  market.  We have  provided  each of the
     selling  securityholders  with a copy of these rules. We have also told the
     selling  securityholders  of the  need  for  delivery  of  copies  of  this
     prospectus in connection with any sale of securities that are registered by
     this prospectus.

          Sales of securities by us and the selling  securityholders or even the
     potential of these sales may have a negative effect on the market price for
     shares of our common stock.

                            DESCRIPTION OF SECURITIES

Common Stock

          We are authorized to issue 100,000,000  shares of common stock,  $.001
     par value per share and  10,000,000  shares of preferred  stock,  $.001 per
     share. As of April 26, 2001,  there were issued and  outstanding,40,813,211
     shares of common stock and no shares of preferred stock.

          Common  stockholders share dividends on a proportionate  basis, as may
     be declared by the board of directors. Upon our liquidation, dissolution or
     winding  up,  after  payment  to  creditors,  our  assets  will be  divided
     proportionately on a per share basis among the holders of our common stock.

          Each  share of our  common  stock has one vote.  Holders of our common
     stock do not have cumulative voting rights.  This means that the holders of
     a plurality of the shares  voting for the  election of directors  can elect
     all of the directors.  In that event,  the holders of the remaining  shares
     will  not be able to  elect  any  directors.  Our  By-Laws  provide  that a
     majority  of the  outstanding  shares of our  common  stock are a quorum to
     transact  business  at a  stockholders'  meeting.  Our common  stock has no
     preemptive,  subscription or conversion  rights.  Also, our common stock is
     not redeemable.

Transfer Agent

         The transfer agent and registrar for our common stock is Interwest
Transfer Co., Inc. 1981 E. Murray Holladay Rd, Suite 100, Salt Lake City, Utah
84117.

                                     EXPERTS

          Our consolidated  financial  statements appearing in our Annual Report
     on Form 10-KSB,  for the fiscal years ended  December 31, 2000 and December
     31,  1999,  have been  audited by Parks,  Tschopp,  Whitcomb  & Orr,  P.A.,
     Independent  Certified  Public  Accountants,  as set forth in their  report
     thereon  included  therein  and  incorporated  herein  by  reference.  Such
     financial  statements are, and audited financial  statements to be included
     in subsequently  filed documents will be,  incorporated  herein in reliance
     upon the reports of Parks, Tschopp, Whitcomb & Orr,



                                       17
<PAGE>


      P.A. pertaining to such financial statements (to the extent covered by
      consents filed with the  Commission)  given upon the authority of such
      firm as experts in accounting and auditing.


                                 INDEMNIFICATION

          The  Nevada  Business  Corporation  Act  allows  us to  indemnify  our
     officers and directors  from  liability  incurred in  furtherance  of their
     duties under certain  circumstances.  In criminal  proceedings,  Nevada law
     states that we may  indemnify  an officer or director if he or she acted in
     good faith and reasonably  believed that his or her conduct was in the best
     interests  of the  corporation  if he or she  had no  reasonable  cause  to
     believe his or her conduct was unlawful.  In addition,  Nevada law requires
     us to  indemnify  directors,  who  succeed  on the  merits  of any  defense
     proceeding  or in any  defense  proceeding  to  which  he or she was  party
     because he or she was a director of the corporation for reasonable expenses
     incurred in connection  with the  proceeding.  If we chose to indemnify our
     officers and  directors in  accordance  with the  provisions  of the Nevada
     Business  Corporation  Act, our financial  resources  may be  significantly
     affected.

          We may not indemnify  our officers or directors in  connection  with a
     proceeding  by or in our right,  where the officer or director was adjudged
     liable to us, or in any other proceeding, where our officer or director are
     found to have derived an improper personal benefit.

          Insofar  as   indemnification   for  liabilities   arising  under  the
     Securities  Act of 1933,  as amended,  may be permitted  to our  directors,
     officers and controlling persons pursuant to the foregoing  provisions,  or
     otherwise,  we have been advised that in the opinion of the  Securities and
     Exchange  Commission,  this  indemnification  is against  public  policy as
     expressed in the securities laws, and is, therefore unenforceable.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.           Incorporation of Documents by Reference

          The  documents  listed  below are  incorporated  by  reference  in the
     Registration Statement.  All documents subsequently filed by the Registrant
     pursuant to Section 13(a),  13(c), 14 and 15(d) of the Securities  Exchange
     Act of 1934,  as amended  (the  "Exchange  Act"),  prior to the filing of a
     post-effective  amendment which indicates that all securities  offered have
     been sold or which deregisters all securities then remaining unsold,  shall
     be deemed to be incorporated by reference in the Registration Statement and
     to be part thereof from the date of filing of such documents.

     *    Annual  Report on Form 10-KSB for the year ended  December  31,  2000,
          filed on April 12, 2001;




                                       18
<PAGE>


          All reports and documents filed by us pursuant to Section 13, 14 or 15
     (d) of the Exchange Act, prior to the filing of a post-effective  amendment
     which indicates that all securities  offered hereby have been sold or which
     deregisters  all securities  then remaining  unsold,  shall be deemed to be
     incorporated  by  reference  herein  and  to  be a  part  hereof  from  the
     respective date of filing of such documents.  Any statement incorporated by
     reference  herein shall be deemed to be modified or superseded for purposes
     of this  prospectus to the extent that a statement  contained  herein or in
     any other  subsequently  filed  document,  which also is or is deemed to be
     incorporated  by reference  herein,  modifies or supersedes such statement.
     Any  statement  modified or  superseded  shall not be deemed,  except as so
     modified or superseded, to constitute part of this prospectus.

          We  hereby  undertake  to  provide  without  charge  to  each  person,
     including any beneficial  owner,  to whom a copy of the prospectus has been
     delivered,  on the written request of any such person, a copy of any or all
     of the documents  referred to above which have been or may be  incorporated
     by reference in this  prospectus,  other than  exhibits to such  documents.
     Written requests for such copies should be directed to Corporate Secretary,
     Knowledge Transfer Systems, Inc., 110 Broadway Street, Oakland,  California
     94617.

ITEM 4.           Description of Securities

          A  description  of the  Registrant's  securities  is set  forth in the
     Prospectus incorporated as a part of this Registration Statement.

ITEM 5.           Interests of Named Experts and Counsel

          Not Applicable.

ITEM 6.           Indemnification of Directors and Officers

          The  Nevada  Business  Corporation  Act  allows  us to  indemnify  our
     officers and directors  from  liability  incurred in  furtherance  of their
     duties under certain  circumstances.  In criminal  proceedings,  Nevada law
     states that we may  indemnify  an officer or director if he or she acted in
     good faith and reasonably  believed that his or her conduct was in the best
     interests  of the  corporation  if he or she  had no  reasonable  cause  to
     believe his or her conduct was unlawful.  In addition,  Nevada law requires
     us to  indemnify  directors,  who  succeed  on the  merits  of any  defense
     proceeding  or in any  defense  proceeding  to  which  he or she was  party
     because he or she was a director of the corporation for reasonable expenses
     incurred in connection  with the  proceeding.  If we chose to indemnify our
     officers and  directors in  accordance  with the  provisions  of the Nevada
     Business  Corporation  Act, our financial  resources  may be  significantly
     affected.

          Insofar  as   indemnification   for  liabilities   arising  under  the
     Securities  Act of 1933,  as amended,  may be permitted  to our  directors,
     officers and controlling persons pursuant to the foregoing  provisions,  or
     otherwise, we have been advised that in the opinion of the Securities and



                                       19
<PAGE>


     Exchange Commission, this indemnification is against public policy as
     expressed in the securities laws, and is, therefore unenforceable.

ITEM 7.           Exemption From Registration Claimed

          Inasmuch  as the  recipients  of the  Shares  were  knowledgeable  and
     sophisticated,  were an executive or a senior employee of the Company,  had
     access  to  relevant  information  pertaining  to the  Company  and had the
     ability to fend for  himself,  the  issuance  was exempt from  registration
     under the Securities Act of 1933 by reason of Section 4(2) of that act.

ITEM 8.           Exhibits

         10.1     Agreements with Jennifer Brenner, Phillip Eich, John Schoene,
                  Esq. and JLC Holding, Inc.

         23.1     Consent of Independent Certified Public Accountants.
____________________
*        Filed herewith.

ITEM 9.           Undertakings

         The undersigned registrant hereby undertakes:

         1.       To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                a.    To include  any  prospectus  required  by section  10(a)
(3) of the Securities Act of 1933;

                b.    To reflect in the  prospectus any facts or events arising
after the effective  date  of  the   registration   statement  (or  the  most
recent post-effective  amendment thereof) which,  individually or n the
aggregate, represent  a  fundamental  change  in  the  information  set  forth
in the registration  statement.  Notwithstanding  the  foregoing,  any increase
or decrease  in volume of  securities  offered (if the total  dollar  value of
securities  offered  would not exceed  that which was  registered)  and any
deviation from the low or high end of the estimated  maximum offering range may
be  reflected  in the form of  prospectus  filed  with  the  Commission pursuant
to Rule  424(b) if, in the  aggregate,  the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set
forth in the  "Calculation  of  Registration  Fee"  table in the effective
registration statement;

                  c.    To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;



                                       20
<PAGE>



          Provided,  however, that paragraphs (1)(i) and (1)(ii) do not apply if
     the  registration  statement is on Form S-3 or Form S-8 and the information
     required to be included in a post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  registrant  pursuant to
     section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

          2.    That,  for the  purpose of  determining  any  liability  under
the Securities Act of 1933, each such post-effective  amendment shall be deemed
to be a new  registration  statement  relating  to the  securities  offered
therein,  and the offering of such  securities at that time shall be deemed to
be the initial bona fide offering thereof.

          3.    To remove from registration by means of a post-effective
amendment any  of  the  securities  being  registered  which  remain  unsold  at
the termination of the offering.

          The undersigned  registrant  hereby  undertakes  that, for purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to section 13(a) or section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
     Securities  Act of  1933  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 Act against  such  liabilities  (other than the
     payment by the registrant in the successful  defense of an 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 Act and will be governed by the final adjudication of such
     issue.



                                       21
<PAGE>


                                   SIGNATURES

          The Registrant  pursuant to the  requirements of the Securities Act of
     1933, as amended,  the registrant  certifies that it has reasonable grounds
     to believe that it meets all of the requirements for filing on Form S-8 and
     has duly caused this  registration  statement to be signed on its behalf by
     the  undersigned,  in the City of Oakland,  California,  on the 4th  day of
     May, 2001.

                                                KNOWLEDGE TRANSFER SYSTEMS, INC.


                                                By:/s/ Stephen K. Burke
                                                       Chief Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
     amended,  this  registration  statement  has been  signed by the  following
     persons in the capacities and on the dates indicated.

Signature                       Title                                Date


/s/Stephen K. Burke       Chief Executive Officer
Stephen K. Burke          Director and Principal
                          Executive Financial and
                          Accounting Officer                      May 4, 2001


/s/John C. Graham
John C. Graham            Director                                May 4, 2001




<PAGE>


                                  EXHIBIT 10.1

                 Agreements with Jennifer Brenner, Phillip Eich,
                    John Schoene, Esq. and JLC Holding, Inc.


<PAGE>
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As  filed  with  the  Securities  and  Exchange  Commission  on  May 4,  2001
                                                Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ______________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ______________

                        KNOWLEDGE TRANSFER SYSTEMS, INC.
               (Exact name of issuer as specified in its charter)

        Nevada                                            87-6121862
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                       Identification No.)

   110 Broadway Street
      Oakland, CA                                           94617
(Address of principal executive offices)                  (Zip Code)

                    AGREEMENTS WITH OFFICERS AND CONSULTANTS
                            (Full title of the plan)

                           Stephen K. Burke, President
                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                               110 Broadway Street
                                Oakland, CA 94617
                                 (510) 251-6230
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                              Atlas Pearlman, P.A.
                     350 East Las Olas Boulevard, Suite 1700
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
                                        Proposed      Proposed
                                        maximum       maximum
                                        offering      aggregate     Amount of
Title of securities     Amount to be    price per     offering      registration
to be registered        registered      share         price         fee
_______________________________________________________________________________
Compensatory Stock Issued to Selling Securityholders

Common Stock, $0.001
par value per share     4,000,000       $1.75         $7,000,000     $1,750*
_________________

*       Calculated in accordance with Rule 457 based upon the average of the
        closing bid and asked prices on April 26, 2001.

                                        2
PROSPECTUS

                        KNOWLEDGE TRANSFER SYSTEMS, INC.

                        4,000,000 Shares of Common Stock

          This  prospectus  forms  a  part  of a  registration  statement  which
     registers  an  aggregate  of  4,000,000  shares of common  stock,  that are
     collectively  referred to as the "Shares",  of Knowledge  Transfer Systems,
     Inc.  ("Knowledge  Transfer",  "Company",  "we", "us" or "our"). The Shares
     have been issued to Jennifer Brenner,  the former president and director of
     the  Company,  John  Schoene,  Esq.,  previously  general  counsel  for the
     Company,  JLC Holding,  Inc.,  (Douglas S.  Hackett),  a consultant  to the
     Company,  and Phillip  Eich, a previous  employee of the  Company.  Messrs.
     Schoene,  Hackett  and Eich  and Ms.  Brenner  are  sometimes  referred  to
     collectively as the "selling  securityholders." The selling securityholders
     may  sell  all  or a  portion  of the  Shares  from  time  to  time  in the
     over-the-counter  market, in negotiated  transactions,  directly or through
     brokers or otherwise,  and at market prices  prevailing at the time of such
     sales or at negotiated  prices. We will not receive any proceeds from sales
     by the selling securityholders.

          No person has been authorized by us to give any information or to make
     any representation other than as contained in this prospectus, and if given
     or made,  such  information  or  representation  must not be relied upon as
     having been  authorized by us. Neither the delivery of this  prospectus nor
     any distribution of the Shares shall, under any  circumstances,  create any
     implication  that  there has been no change in our  affairs  since the date
     hereof.

                                       ___________

          These  securities  have  not  been  approved  or  disapproved  by  the
     Securities and Exchange  Commission  nor has the  Commission  passed on the
     accuracy or adequacy of this prospectus. Any representation to the contrary
     is a criminal offense.

                                       ___________

          This prospectus does not constitute an offer to sell securities in any
     state to any  person  to whom it is  unlawful  to make  such  offer in such
     state.

                                   The date of this prospectus is May 4, 2001

                                        3
AVAILABLE INFORMATION

          We are subject to the  informational  requirements  of the  Securities
     Exchange Act of 1934,  as amended,  and, in accordance  therewith,  we file
     reports,  proxy  statements and other  information  with the Securities and
     Exchange Commission.  Reports, proxy statements and other information filed
     with the  Commission  can be inspected  and copied at the public  reference
     facilities of the Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.
     20549.  Copies of this  material can also be obtained at  prescribed  rates
     from the Public Reference Section of the Commission at its principal office
     at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549.  The Commission also
     maintains  a website  on the  internet  that  contains  reports,  proxy and
     information  statements and other  information  regarding  registrants that
     file electronically with the Commission at http://www.sec.gov.

          We have filed with the Commission a registration statement on Form S-8
     under the  Securities  Act of 1933, as amended,  covering the Shares.  This
     prospectus,  which comprises Part I of the  registration  statement,  omits
     certain information  contained in the registration  statement.  For further
     information  with respect to us and the Shares offered by this  prospectus,
     reference  is made to the  entire  registration  statement,  including  the
     exhibits thereto.  Statements in this prospectus as to any document are not
     necessarily  complete,  and where any such  document  is an  exhibit to the
     registration  statement or is incorporated by reference  herein,  each such
     statement is qualified in all respects by the  provisions of the exhibit or
     other  document to which  reference is hereby made, for a full statement of
     the  provisions  thereof.  A  copy  of  the  registration  statement,  with
     exhibits, may be obtained from the Commission's office in Washington,  D.C.
     (at the above address) upon payment of the fees prescribed by the rules and
     regulations of the  Commission,  or examined there without charge or at the
     Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The  following   documents   filed  by  us  with  the  Commission  are
     incorporated herein by reference and made a part hereof:

         *        Annual Report on Form 10-KSB for the year ended December 31,
                  2000, filed on April 2, 2001

          All reports and documents filed by us pursuant to Section 13, 14 or 15
     (d) of the Exchange Act, prior to the filing of a post-effective  amendment
     which indicates that all securities  offered hereby have been sold or which
     deregisters  all securities  then remaining  unsold,  shall be deemed to be
     incorporated  by  reference  herein  and  to  be a  part  hereof  from  the
     respective date of filing of such documents.  Any statement incorporated by
     reference  herein shall be deemed to be modified or superseded for purposes
     of this  prospectus to the extent that a statement  contained  herein or in
     any other  subsequently  filed  document,  which also is or is deemed to be
     incorporated  by reference  herein,  modifies or supersedes such statement.
     Any  statement  modified or  superseded  shall not be deemed,  except as so
     modified or superseded, to constitute part of this prospectus.

                                        4
We  hereby  undertake  to  provide  without  charge  to  each  person,
     including any beneficial  owner,  to whom a copy of the prospectus has been
     delivered,  on the written request of any such person, a copy of any or all
     of the documents  referred to above which have been or may be  incorporated
     by reference in this  prospectus,  other than  exhibits to such  documents.
     Written requests for such copies should be directed to Corporate Secretary,
     Knowledge Transfer Systems, Inc., 110 Broadway Street, Oakland,  California
     94617.

                                   THE COMPANY

          This  prospectus  contains,  in  addition to  historical  information,
     forward-looking statements that involve risks and uncertainties. Our actual
     results  may  differ   materially   from  the  results   discussed  in  the
     forward-looking statements. Factors that might cause or contribute to these
     differences include those discussed below and elsewhere in this prospectus.

          The Company,  operating through its KT Solutions, Inc. subsidiary ("KT
     Solutions"),  develops and markets  interactive  training  products for the
     Information Technology (IT) industry. KT Solutions,  with its large content
     library,  publisher relationships and established distribution channels, is
     seeking to capture an increasing portion of this large and growing market.

          KT Solutions has been developing  technology-based-training  solutions
     for over a decade.  From the beginning,  as a custom  development house for
     large corporate companies like Hewlett Packard, Lucent Technologies,  State
     Farm and UPS, KT  Solutions  has  developed a library of over 250  courses,
     covering more than a 1,000 hours of instructions. The courses cover today's
     most  popular  IT  subjects  including  Microsoft  Office,  Microsoft  MSCE
     certifications,  Oracle,  Cisco, Java and industry  certifications like A+,
     Network+ and iNet+. The solutions are delivered as  computer-based-training
     and Internet based learning  products also known as eLearning.  KT Solution
     products are sold into  various  channels by distance  learning  providers,
     training companies,  retailers and through a growing  international network
     of  distributors.  KT Solutions  currently has  licensing  and  cross-sales
     agreements with Thompson Publishing, Sybex Publishing, New Horizons CLC and
     ProsoftTraining.com.  KT Solutions'  competitive  advantages revolve around
     three core elements;  sourcing  content  partnerships,  rapid and efficient
     development of IT content and channel strategy.

Content Sourcing

          Unlike  KT  Solutions'  competitors  who  traditionally  create  their
     content  from  scratch,  KT  Solutions  partners  with some of the  leading
     publishing  and  instructor led training  companies to source  content.  KT
     Solutions takes source material-books, instructor guides or CDs and creates
     derivative  works in the form of rich multimedia  training  courses.  These
     courses can be deployed

                                        5
over the Internet,  corporate networks or via CD-ROM. By starting with
     materials that are already organized in an instructional  format and mapped
     to the respective industry certifications,  KT Solutions is able to deliver
     finished product in a shorter period of time and at substantially less cost
     than the  competition.  These  finished  courses  are  marketed  through KT
     Solutions' channels as well as through the channels of the original content
     publishers.  Additionally,  the  licensing  arrangements  allow  for  great
     flexibility when it comes to sub-licensing,  branding, blending and pricing
     of the  derivative  works.  This is a very real  necessity when selling the
     same courses into different sales channels.

Rapid and Efficient Development

          Over the years KT Solutions has developed a suite of production  tools
     that create high  quality  multimedia  courses much more  efficiently  than
     conventional  tools.  This coupled with the fact that the source  materials
     are already "halfway there" means faster time to market at a lower cost. KT
     Solutions'  library allows  partners to sole source for all their IT needs.
     KT Solutions has curricula  that overs over 90% of the subject matter where
     dollars are spent on  education  in the IT  industry.  In the  increasingly
     important  area of content  standards,  KT Solutions  supports the emerging
     industry  standards of SCORM,  AICC and LRN, and currently has  development
     projects underway.

Channel Partners

          KT Solutions uses a partner sales strategy concept.  This provides for
     broad coverage  across  multiple  sales channels  without the expenses of a
     direct sales  force.  This also  eliminates  channel  conflict,  which is a
     problem  with  other  content  companies.  Another  key  element is that KT
     Solutions has total  flexibility  in crafting  business  terms that fit the
     business model of the channel partner.

          KT  Solutions'  strategy is to be the content  partner for the leading
     training  providers  across  four  major  channels-traditional   corporate,
     academic,  on-line providers and retail.  Also, almost all of KT Solutions'
     content  sources  become sales  channels  for the  derivative  works.  This
     results in indirect sales people selling KT Solutions  courses into all the
     channels.

Additional factors that may affect operating results

         In evaluating us, the following risk factors should be considered:

We have experienced historical losses, have an accumulated deficit and may not
become profitable.

          For the fiscal year ended  December 31, 2000 and 1999, we  experienced
     net  losses as a result of our  prior  operations  which  have  since  been
     discontinued.   Our  recent  acquisition,  KT  Solutions,  had  a  loss  of
     $1,177,092 for its fiscal year ended December 31, 2000. In addition, at

                                        6
December  31,  2000,  KT  Solutions  had  an  accumulated  deficit  of
     $1,172,092. KT Solutions' operating results for future periods will include
     significant  expenses,  including product development  expenses,  sales and
     marketing  costs,  programming  and  administrative  expenses,  and will be
     subject to numerous  uncertainties.  As a result,  we are unable to predict
     whether we will achieve profitability in the future.

Our business is capital intensive, particularly with respect to advertising and
marketing, and we will require additional financing.

          Our  operations  are capital  intensive  and our growth will consume a
     substantial  portion of our  available  working  capital.  We will  require
     additional  capital in order to fund our  operations.  Our working  capital
     requirements will depend on a variety of factors,  including the timing and
     rate at which we are able to  generate  revenues  from  operations  and our
     financing  activities.  There can be no assurance  that we will not require
     additional capital sooner as marketing and development activities increase.
     We do not have any commitments for additional financing and there can be no
     assurance that such additional funding, if required,  will be available, or
     if available,  will be available upon favorable terms.  Insufficient  funds
     may prevent us from  implementing  our business  strategy.  In the event we
     raise additional funds through the issuance of equity securities,  dilution
     to the then existing  stockholders  will result and future investors may be
     granted rights superior to those of existing stockholders.

We engage in emerging technologies; as a result the market price for the Common
Stock may be subject to extreme volatility.

          The market for securities of technology oriented companies,  including
     companies  such  as  ours  that  participate  in  emerging   markets,   has
     historically been more volatile than the market for stocks in general. As a
     result,  the price of the common stock may be subject to wide  fluctuations
     in response  to factors  some of which are beyond our  control,  including,
     without limitation, the following:

         *        quarter-to-quarter variations in our operating results;
         *        our announcement of material events;
         *        price fluctuations in sympathy to others engaged in our
                  industry; and
         *        the effects of media coverage of our business.

We rely on strategic alliances that may not continue in the future.

          We have  developed  strategic  alliances to develop and market many of
     our products,  and we believe that an  increasing  proportion of our future
     revenues may be  attributable  to products  developed and marketed  through
     these and other future  alliances.  However,  these  relationships  are not
     exclusive  and we may be unable to  continue  to  develop  future  products
     through these  alliances in a timely  fashion or may be unable to negotiate
     additional alliances in the future on acceptable terms or at all.

                                        7
The  marketing  efforts of our  partners  may also  disrupt our direct
     sales efforts.  Our development  and marketing  partners could pursue their
     existing  or  alternative   training  programs  in  preference  to  and  in
     competition  with  those  being  developed  by us. In the event that we are
     unable  to  maintain  or  expand  our  current  development  and  marketing
     alliances  or enter  into new  development  and  marketing  alliances,  our
     operating  results and financial  condition  could be materially  adversely
     affected.  Furthermore, we are required to pay royalties to our development
     and marketing  partners on products  developed with them, which reduces our
     gross margins. We expect that cost of revenues may fluctuate from period to
     period  in the  future  based  upon  many  factors,  including  the  mix of
     e-Learning events licensed (between e-Learning events developed exclusively
     by us, and royalty-bearing courseware developed pursuant to development and
     marketing alliances) and the timing of expenses associated with development
     and  marketing  alliances.  In addition,  the  collaborative  nature of the
     development  process under these alliances may result in longer development
     times and less  control over the timing of product  introductions  than for
     e-Learning offerings developed solely by us.

Our success depends on our ability to meet the needs of the rapidly changing
market.

          The market for  education  and  training  solutions is  influenced  by
     rapidly  changing  technology,  evolving  industry  standards,  changes  in
     customer  needs and  frequent  introductions  of new  products  by software
     vendors.   New   methods   of   providing   interactive   education   in  a
     technology-based format are being developed and offered in the marketplace,
     including  intranet and  Internet  offerings.  Many of these new  offerings
     involve new and different  business models and contracting  mechanisms.  In
     addition,  multimedia  and other product  functionality  features are being
     added to the  educational  software.  Accordingly,  our future success will
     depend  upon the  extent  to which we are  able to  develop  and  implement
     products  which  address these  emerging  market  requirements  on a timely
     basis.  If we are  unsuccessful  in  addressing  the changing  needs of the
     marketplace due to resource,  technological or other constraints,  or if we
     are unable to  anticipate  and respond  adequately to changes in customers'
     software technology and preferences, our business and results of operations
     would be materially adversely affected.

If we are unable to build the KT Solutions brand, we may be unable to grow our
business.

          We believe that  establishing  and  maintaining the KT Solutions brand
     will be  critical to the success of our  e-Learning  strategy  and that the
     importance of brand  recognition will increase due to the growing number of
     education-oriented  internet sites.  Successful  promotion and marketing of
     the KT  Solutions  brand will depend on  providing  compelling  educational
     content,  community and commerce,  and we intend to significantly  increase
     our marketing and branding expenditures in our effort to increase our brand
     awareness.  If our brand building strategy is unsuccessful,  these expenses
     may never be recovered,  and our business could be materially  harmed.  The
     success  of  our  strategy   depends  on  the  reliability  and  consistent
     performance of our information systems and Internet infrastructure.

                                        8
The success of our strategy is highly dependent on the consistent performance of
our information systems and Internet infrastructure.

          If our Website fails for any reason or if we exercise any  unscheduled
     down  times,  even  for  only a short  period  of time,  our  business  and
     reputation would be materially  harmed. We rely on third parties for proper
     functioning of our computer  infrastructure,  delivery of our  applications
     and the  performance  of our  destination  site. Our systems and operations
     could  be   damaged   or   interrupted   by  fire,   flood,   power   loss,
     telecommunications failure,  break-ins,  earthquake and similar events. Any
     system failures could adversely  affect customer usage of our solutions and
     user traffic results in any future  quarters,  which could adversely affect
     our revenues and operating  results and harm our reputation  with corporate
     customers, subscribers and commerce partners. A key element of our strategy
     is to  generate  a high  volume  of  traffic  to the Web site and  create a
     significant  subscriber base.  Accordingly,  the satisfactory  performance,
     reliability and availability of our Web site and computer infrastructure is
     critical to our  reputation  and  ability to attract  and retain  corporate
     customers,  subscribers and commerce partners. We cannot accurately project
     the  rate or  timing  of any  increases  in  traffic  to our  Website  and,
     therefore,  the  integration  and timing of any  upgrades  or  enhancements
     required to facilitate any significant traffic increase to the Web site are
     uncertain.  The  failure to expand and  upgrade  the Web site or any system
     error,  failure or extended down time could  materially  harm our business,
     reputation, financial condition or results of operations.

We may fail to integrate adequately acquired products, technologies and
businesses.

          The  integration  of prospective  businesses  may not be  successfully
     completed in a timely fashion,  or at all.  Further,  the revenues from the
     acquired  businesses may not be sufficient to support the costs  associated
     with those businesses,  without adversely  affecting our operating margins.
     Any failure to successfully complete the integration in a timely fashion or
     to generate  sufficient  revenues from the acquired businesses could have a
     material adverse effect on our business and results of operations.

          We regularly evaluate acquisition opportunities and are likely to make
     acquisitions in the future. Future acquisitions could result in potentially
     dilutive  issuances  of  equity  securities,  the  incurrence  of debt  and
     contingent  liabilities and  amortization  expenses related to goodwill and
     other  intangible  assets,  which  could  materially  adversely  affect our
     results of operations.  Product and technology acquisitions entail numerous
     risks,  including  difficulties in the assimilation of acquired operations,
     technologies  and products,  diversion of  management's  attention to other
     business concerns, risks of entering markets in which we have no or limited
     prior  experience  and the  potential  loss of key  employees  of  acquired
     companies.  Our  management  has had  limited  experience  in  assimilating
     acquired  organizations and products into our operations.  We may be unable
     to integrate  successfully any operations,  personnel or products that have
     been  acquired or that might be acquired in the future,  and our failure to
     do so could have a material adverse effect on our results of operations.

                                        9
Rapid expansion of our operations could strain our personnel and systems.

          We  could  experience  rapid  expansion  of our  operations,  which is
     expected to place  significant  demands on our  executive,  administrative,
     operational  and  financial  personnel  and systems.  Our future  operating
     results  will  substantially  depend on the ability of our officers and key
     employees to manage  changing  business  conditions  and to  implement  and
     improve our  operational,  financial  control  and  reporting  systems.  In
     particular,  we  require  significant  improvement  in our order  entry and
     fulfillment  and  management  information  systems in order to support  our
     expanded  operations.  If we are unable to  respond to and manage  changing
     business  conditions,  our  business  and  results of  operations  could be
     materially adversely affected.

We depend on a few key personnel to manage and operate us.

          Our success is largely dependent on the personal efforts and abilities
     of our senior management.  Failure to retain these executives,  or the loss
     of certain  additional senior management  personnel or other key employees,
     could have a material adverse effect on our business and future prospects.

          We are also  dependent  on the  continued  service  of our key  sales,
     product development and additional operational personnel and on our ability
     to attract, motivate and retain highly qualified employees. In addition, we
     depend on writers,  programmers and graphic artists.  We expect to continue
     to hire additional product  development,  sales and marketing,  information
     systems  and  accounting  staff.   However,   we  may  be  unsuccessful  in
     attracting,  retaining or motivating key  personnel.  The inability to hire
     and retain qualified personnel or the loss of the services of key personnel
     could have a material adverse effect upon our current business, new product
     development efforts and future business prospects.

Increased  competition may result in decreased demand for our products and
services,  which may result in reduced  revenues and gross margins and loss of
market share.

          The  market  for  business  education  training  solutions  is  highly
     fragmented and competitive,  and we expect this competition to increase. We
     expect that because of the lack of significant  barriers to entry into this
     market,  new competitors may enter the market in the future. In addition to
     increased   competition  from  new  companies  entering  into  the  market,
     established  companies are entering into the market through acquisitions of
     smaller  companies which directly compete with us, and we expect this trend
     to continue. We expect the market to become increasingly competitive due to
     the lack of  significant  barriers to entry.  We may also face  competition
     from publishing  companies and vendors of application  software,  including
     those vendors with whom we have formed development and marketing alliances.

          Our  primary  source  of direct  competition  comes  from  third-party
     suppliers of instructor-led  information technology,  business,  management
     and  professional  skills  education  and  training as well as suppliers of
     computer-based training and e-Learning solutions. We also face indirect

                                       10
competition  from  internal  training  departments  of  our  potential
     customers. We also compete to a lesser extent with consultants, value-added
     resellers and network integrators.  Certain of these value-added  resellers
     also market products competitive with ours. We expect that as organizations
     increase their  dependence on outside  suppliers of training,  we will face
     increasing competition from these other suppliers as education and training
     managers more  frequently  compare  training  products  provided by outside
     suppliers.

          Growing  competition  may result in reduced  revenue and gross margins
     and loss of market share,  any one of which have a material  adverse effect
     on our  business.  Many  of our  current  and  potential  competitors  have
     substantially  greater  financial,  technical,  sales,  marketing and other
     resources, as well as greater name price competition, and we expect that we
     will face increasing  price  pressures from  competitors as managers demand
     more value for their  training  budgets.  Accordingly,  we may be unable to
     provide products that compare favorably with new instructor-led  techniques
     or other interactive training software or competitive pressures may require
     us to reduce our prices significantly.

We may be unable to protect our proprietary rights. Unauthorized use of our
technology may result in development of products or services which compete with
ours.

          Our  success  depends  on our  ability  to  protect  our rights in our
     intellectual  property and trade  secrets.  We rely upon a  combination  of
     copyright, trademark and trade secret laws and customer license agreements,
     and other  methods to protect our  proprietary  rights.  We also enter into
     confidentiality  agreements  with  our  employees,  consultants  and  third
     parties to seek to limit and protect the  distribution  of our  proprietary
     information  regarding  this  technology.   However,  we  have  not  signed
     protective agreements in every case.  Unauthorized parties may copy aspects
     of our products and services and obtain and use information  that we regard
     as  proprietary.  Other parties may breach  confidentiality  agreements and
     other protective contracts we have executed. We may not become aware of, or
     have  adequate  remedies  in the  event  of, a  breach.  Litigation  may be
     necessary in the future to enforce our  intellectual  property  rights,  to
     protect  trade  secrets  or to  determine  the  validity  and  scope of the
     proprietary  rights of others.  This litigation could result in substantial
     costs and diversion of management and technical resources.

Some may claim that we infringe their intellectual property rights, which could
result in costly litigation or require us to re-engineer or cease sales of our
products or services.

          Third  parties  could in the future  claim that our  current or future
     products infringe their  intellectual  property rights.  Any claim, with or
     without  merit,  could  result  in  costly  litigation  or  require  us  to
     reengineer  or cease sales of our products or services,  any of which could
     have a material adverse effect on our business.  Infringement  claims could
     also result in an  injunction  in the use of our  products or require us to
     enter into  royalty  or  licensing  agreements.  Licensing  agreements,  if
     required, may not be available on terms acceptable to us or at all.

                                       11
The Internet-based learning market is a developing market, and our business will
suffer if our products are not widely accepted.

          The  market  for  Internet-based  enterprise  learning  is a  new  and
     emerging market.  Corporate  training and education has  historically  been
     conducted  primarily  through  classroom  instruction and has traditionally
     been  performed by a company's  internal  personnel.  Many  companies  have
     invested   heavily   in  their   current   training   solutions.   Although
     technology-based  training  applications  have been  available  for several
     years,  they  currently  account  for only a small  portion of the  overall
     training market.

          Accordingly,  our future  success will depend upon the extent to which
     companies  adopt  technology  based  solutions  and  use  the  Internet  in
     connection  with  their  training  activities,  and  the  extent  to  which
     companies   utilize  the  services  or  purchase  products  of  third-party
     providers.  Many companies that have already invested substantial resources
     in  traditional  methods of corporate  training may be reluctant to adopt a
     new strategy  that may compete  with their  existing  investments.  Even if
     companies   implement   technology-based   training  or  Internet  learning
     solutions,  they may still choose to design, develop, deliver or manage all
     or part of their  education and training  internally.  If technology  based
     learning  and  the  use  of the  Internet  for  learning  does  not  become
     widespread,  or if  companies do not use the products and services of third
     parties  to  develop,  deliver or manage  their  training  needs,  then our
     products and services, may not achieve commercial success.

Because many users of our solutions access them over the Internet, factors
adversely affecting the use of the Internet could harm our business.

          Many of our users access our solutions over the Internet.  Any factors
     that  adversely  affect  Internet  usage could disrupt the ability of those
     users to  access  our  products,  which  would  adversely  effect  customer
     satisfaction  and  therefore  our  business.  Factors  which could  disrupt
     Internet usage include slow access to download  times,  security  concerns,
     network  problems or service  disruptions that prevent users from accessing
     an Internet server and delays in, or disputes  concerning,  the development
     of industry-wide Internet standards and protocols.

Demand for our products and services may be especially susceptible to adverse
economic conditions.

          Our  business  and  financial  performance  may be  damaged by adverse
     financial  conditions  affecting  our  target  customers  or  by a  general
     weakening of the economy. Some companies may not view training products and
     services as critical to the success of their businesses. If these companies
     experience  disappointing operating results, whether as a result of adverse
     economic conditions, competitive issues or other factors, they may decrease
     or forego education and training  expenditures  before limiting their other
     expenditures.

                                       12
Securities and Exchange Commission rules on "penny stocks" could greatly affect
the market for our common stock by reducing liquidity and the ability to sell
our stock.

          The Securities and Exchange  Commission has adopted  regulations which
     generally  define a "penny  stock"  to be any  equity  security  that has a
     market price of less than $5.00 per share,  subject to certain  exceptions.
     Depending on market  fluctuations,  our common stock could be considered to
     be a "penny  stock" and be subject to rules that  impose  additional  sales
     practice  requirements  on  broker/dealers  who sell  these  securities  to
     persons other than established customers and accredited  investors,  unless
     the common stock is listed on The Nasdaq SmallCap Market.  For transactions
     covered by these rules, the broker-dealer  must make a special  suitability
     determination  for the  purchase  of such  securities.  In addition he must
     receive the purchaser's  written  consent to the  transaction  prior to the
     purchase. He must also provide certain written disclosure to the purchaser.
     Consequently,   the  "penny  stock"  rules  may  restrict  the  ability  of
     broker/dealers to sell our securities, and may adversely affect the ability
     of holders of shares of our common stock to resell them. While we intend at
     some future  date to list our common  stock on the Nasdaq  SmallCap  Market
     when we satisfy their various  criteria,  we cannot predict whether we will
     ever be able to qualify.

The Common Stock is thinly traded and an active and visible trading market for
the Common Stock may not develop.

          The Common  Stock is currently  traded on a limited  basis in the Pink
     Sheets  of the  Over-  the-Counter  Market  under the  symbol  "KTSI".  The
     quotation of the Common Stock on the Pink Sheets does not represent  that a
     meaningful,  consistent  and liquid  trading market  currently  exists.  We
     cannot  predict  whether a more  active  market for the  common  stock will
     develop in the future. In the absence of an active trading market:

         *        investors may have difficulty buying and selling or obtaining
                  quotations for the common stock;
         *        market visibility for the common stock may be limited; and
         *        a lack of visibility for the common stock may have a
                  depressive effect on the market price for the common stock.

It is not possible to foresee all risks which may affect us. Moreover, we cannot
predict whether we will successfully  effectuate our current business plan. Each
prospective purchaser is encouraged to carefully analyze the risks and merits of
an investment in the Units, including the Risk Factors discussed above.

                    AGREEMENTS WITH OFFICERS AND CONSULTANTS

General

          As a result of cash constraints  affecting the Company,  during recent
     periods of  activities,  Knowledge  Transfer had access to limited funds to
     satisfy its financial obligations to various

                                       13
executives  and  consultants.  Specifically,  the  Company  has issued
     2,000,000  shares of its  common  stock to  Jennifer  Brenner,  its  former
     president, treasurer and director, who was formerly a full-time employee of
     the Company.  Similarly,  the Company issued 750,000 shares of common stock
     in compensation for services rendered by Mr. Phillip Eich, who served as an
     assistant to the President and was  responsible  for all general office and
     administrative work and dealing with professional  personnel.  In addition,
     the Company issued to John Schoene,  Esq.,  the former general  counsel for
     the  Company,  550,000  shares of common  stock for various  general  legal
     services  rendered to the Company,  including  acquisition work done on the
     transaction  involving KT  Solutions.  Finally,  the Company  issued to JLC
     Holding,  Inc. (which is  wholly-owned  by Mr. Douglas S. Hackett),  a full
     time  consultant  to the  Company,  700,000  shares of common stock for his
     provision of  consulting  services to the Company  during the period of its
     restructuring as well as services rendered in connection with marketing and
     strategic planning and management.

Federal Income Tax Effects

          The following  discussion applies to the issuance of the Shares and is
     based on federal income tax laws and  regulations in effect on December 31,
     2000.  It does not  purport to be a  complete  description  of the  federal
     income  tax  consequences  of  the  issuance,  nor  does  it  describe  the
     consequences of state, local or foreign tax laws which may be applicable.

          In  connection  with the  issuance  of  Shares  as  compensation,  the
     recipient  must include in gross income the excess of the fair market value
     of the property  received over the amount, if any, paid for the property in
     the first taxable year in which beneficial  interest in the property either
     is  "transferable" or is not subject to a "substantial risk of forfeiture."
     A substantial risk of forfeiture exists where rights and property that have
     been transferred are conditioned,  directly or indirectly,  upon the future
     performance (or refraining from performance) of substantial services by any
     person,  or the  occurrence  of a  condition  related to the purpose of the
     transfer,  and  the  possibility  of  forfeiture  is  substantial  if  such
     condition is not satisfied.  Shares  received by a person who is subject to
     the short swing profit  recovery  rule of Section  16(b) of the  Securities
     Exchange  Act of  1934  is  considered  subject  to a  substantial  risk of
     forfeiture  so long as the sale of such  property at a profit could subject
     the stockholder to suit under that section. The rights of the recipient are
     treated as transferable if and when the recipient can sell, assign,  pledge
     or otherwise transfer any interest in the Shares to any person. Inasmuch as
     the recipient  would not be subject to the short swing profit recovery rule
     of Section  16(b) of the  Securities  Exchange  Act of 1934 and the Shares,
     upon receipt following satisfaction of condition  prerequisites to receipt,
     will be presently  transferable  and not subject to a  substantial  risk of
     forfeiture, the recipient would be obligated to include in gross income the
     fair market value of the Shares  received once the conditions to receipt of
     the Shares are satisfied.

Restrictions Under Securities Laws

          The sale of the Shares  must be made in  compliance  with  federal and
     state  securities  laws.  Our  officers,   directors  and  10%  or  greater
     shareholders, as well as certain other persons or parties

                                       14
who may be deemed to be  "affiliates"  of ours under  federal  securities  laws,
should be aware  that  resales by  affiliates  can only be made  pursuant  to an
effective registration  statement,  Rule 144 or other applicable exemption.  Our
officers,  directors and 10% and greater stockholders may also be subject to the
"short  swing" profit rule of Section  16(b) of the  Securities  Exchange Act of
1934.

                        SALES BY SELLING SECURITYHOLDERS

         The following table sets forth

         *        the name of the selling securityholders,

         *        the amount of shares of common stock held directly or
                  indirectly,

         *        the maximum amount of shares of common stock to be offered
                  by the selling securityholders,

         *        the amount of common stock to be owned by the selling
                  securityholders following sale of the shares of common stock,
                  and

         *        the percentage of shares of common stock to be owned by the
                  selling Securityholders following completion of such offering
                  based on 40,813,211 shares being outstanding as of April 26,
                  2001.
Percentage
                                                 Shares to be        to be Owned
Name of Selling   Number of      Shares to       Owned After         After
Securityholders   Shares Owned   be Offered      Offering            Offering
Jennifer Brenner  4,000,000      2,000,000       2,000,000           4.90%
John Schoene      2,550,000        550,000       2,000,000           4.90%
JLC Holding, Inc. 3,700,000        700,000       3,000,000           7.35%
Philip Eich       1,750,000        750,000       1,000,000           2.45%
PLAN OF DISTRIBUTION

          The Shares covered by this prospectus may be distributed  from time to
     time by the selling  securityholders  in one or more  transactions that may
     take place on the over-the-counter  market. These include ordinary broker's
     transactions,  privately-negotiated transactions or through sales to one or
     more  broker-dealers  for resale of these shares as  principals,  at market
     prices  existing at the time of sale, at prices related to existing  market
     prices, through Rule 144 transactions or

                                       15
at negotiated prices.  Usual and customary or specifically  negotiated
     brokerage fees or  commissions  may be paid by the selling  Securityholders
     in connection with sales of securities.

          The selling  securityholders may sell the securities in one or more of
     the following methods, which may include crosses or block transactions:

     *    through the "pink sheets", on the over-the-counter  Bulletin Board, or
          on such exchanges or over-the-counter  markets on which our shares may
          be listed from time-to-time, in transactions which may include special
          offerings,  exchange  distributions  and/or  secondary  distributions,
          pursuant  to and in  accordance  with  the  rules  of such  exchanges,
          including sales to  underwriters  who acquire the shares for their own
          account  and  resell  them  in one or  more  transactions  or  through
          brokers, acting as principal or agent;

     *    in   transactions   other   than   on   such   exchanges   or  in  the
          over-the-counter  market,  or  a  combination  of  such  transactions,
          including sales through brokers,  acting as principal or agent,  sales
          in privately negotiated transactions, or dispositions for value by any
          selling  Securityholders to its partners or members,  subject to rules
          relating to sales by affiliates;

     *    through  the  issuance  of   securities  by  issuers  other  than  us,
          convertible into, exchangeable for, or payable in our shares; or

     *    through  the  writing of options  on our  shares,  whether or not such
          options are listed on an  exchange,  or other  transactions  requiring
          delivery of our shares,  or the  delivery of our shares to close out a
          short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

          In  making   sales,   brokers   or   dealers   used  by  the   selling
     securityholders  may arrange for other  brokers or dealers to  participate.
     The selling  securityholders  and others  through whom such  securities are
     sold may be "underwriters" within the meaning of the Securities Act for the
     securities offered,  and any profits realized or commission received may be
     considered underwriting compensation.

          At the  time a  particular  offer of the  securities  is made by or on
     behalf of the selling securityholders, to the extent required, a prospectus
     is to delivered. The prospectus will include the number of shares of common
     stock being  offered and the terms of the  offering,  including the name or
     names of any  underwriters,  dealers or agents,  the purchase price paid by
     any  underwriter  for the shares of common stock purchased from the selling
     securityholders,  and any discounts,  commissions or concessions allowed or
     reallowed or paid to dealers, and the proposed selling price to the public.

                                       16
We have told the selling  securityholders  that the  anti-manipulative
     rules under the Securities  Exchange Act of 1934,  including  Regulation M,
     may  apply  to their  sales in the  market.  We have  provided  each of the
     selling  securityholders  with a copy of these rules. We have also told the
     selling  securityholders  of the  need  for  delivery  of  copies  of  this
     prospectus in connection with any sale of securities that are registered by
     this prospectus.

          Sales of securities by us and the selling  securityholders or even the
     potential of these sales may have a negative effect on the market price for
     shares of our common stock.

                            DESCRIPTION OF SECURITIES

Common Stock

          We are authorized to issue 100,000,000  shares of common stock,  $.001
     par value per share and  10,000,000  shares of preferred  stock,  $.001 per
     share. As of April 26, 2001,  there were issued and  outstanding,40,813,211
     shares of common stock and no shares of preferred stock.

          Common  stockholders share dividends on a proportionate  basis, as may
     be declared by the board of directors. Upon our liquidation, dissolution or
     winding  up,  after  payment  to  creditors,  our  assets  will be  divided
     proportionately on a per share basis among the holders of our common stock.

          Each  share of our  common  stock has one vote.  Holders of our common
     stock do not have cumulative voting rights.  This means that the holders of
     a plurality of the shares  voting for the  election of directors  can elect
     all of the directors.  In that event,  the holders of the remaining  shares
     will  not be able to  elect  any  directors.  Our  By-Laws  provide  that a
     majority  of the  outstanding  shares of our  common  stock are a quorum to
     transact  business  at a  stockholders'  meeting.  Our common  stock has no
     preemptive,  subscription or conversion  rights.  Also, our common stock is
     not redeemable.

Transfer Agent

         The transfer agent and registrar for our common stock is Interwest
Transfer Co., Inc. 1981 E. Murray Holladay Rd, Suite 100, Salt Lake City, Utah
84117.

                                     EXPERTS

          Our consolidated  financial  statements appearing in our Annual Report
     on Form 10-KSB,  for the fiscal years ended  December 31, 2000 and December
     31,  1999,  have been  audited by Parks,  Tschopp,  Whitcomb  & Orr,  P.A.,
     Independent  Certified  Public  Accountants,  as set forth in their  report
     thereon  included  therein  and  incorporated  herein  by  reference.  Such
     financial  statements are, and audited financial  statements to be included
     in subsequently  filed documents will be,  incorporated  herein in reliance
     upon the reports of Parks, Tschopp, Whitcomb & Orr,

                                       17
P.A. pertaining to such financial statements (to the extent covered by
      consents filed with the  Commission)  given upon the authority of such
      firm as experts in accounting and auditing.

                                 INDEMNIFICATION

          The  Nevada  Business  Corporation  Act  allows  us to  indemnify  our
     officers and directors  from  liability  incurred in  furtherance  of their
     duties under certain  circumstances.  In criminal  proceedings,  Nevada law
     states that we may  indemnify  an officer or director if he or she acted in
     good faith and reasonably  believed that his or her conduct was in the best
     interests  of the  corporation  if he or she  had no  reasonable  cause  to
     believe his or her conduct was unlawful.  In addition,  Nevada law requires
     us to  indemnify  directors,  who  succeed  on the  merits  of any  defense
     proceeding  or in any  defense  proceeding  to  which  he or she was  party
     because he or she was a director of the corporation for reasonable expenses
     incurred in connection  with the  proceeding.  If we chose to indemnify our
     officers and  directors in  accordance  with the  provisions  of the Nevada
     Business  Corporation  Act, our financial  resources  may be  significantly
     affected.

          We may not indemnify  our officers or directors in  connection  with a
     proceeding  by or in our right,  where the officer or director was adjudged
     liable to us, or in any other proceeding, where our officer or director are
     found to have derived an improper personal benefit.

          Insofar  as   indemnification   for  liabilities   arising  under  the
     Securities  Act of 1933,  as amended,  may be permitted  to our  directors,
     officers and controlling persons pursuant to the foregoing  provisions,  or
     otherwise,  we have been advised that in the opinion of the  Securities and
     Exchange  Commission,  this  indemnification  is against  public  policy as
     expressed in the securities laws, and is, therefore unenforceable.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.           Incorporation of Documents by Reference

          The  documents  listed  below are  incorporated  by  reference  in the
     Registration Statement.  All documents subsequently filed by the Registrant
     pursuant to Section 13(a),  13(c), 14 and 15(d) of the Securities  Exchange
     Act of 1934,  as amended  (the  "Exchange  Act"),  prior to the filing of a
     post-effective  amendment which indicates that all securities  offered have
     been sold or which deregisters all securities then remaining unsold,  shall
     be deemed to be incorporated by reference in the Registration Statement and
     to be part thereof from the date of filing of such documents.

     *    Annual  Report on Form 10-KSB for the year ended  December  31,  2000,
          filed on April 12, 2001;

                                       18
All reports and documents filed by us pursuant to Section 13, 14 or 15
     (d) of the Exchange Act, prior to the filing of a post-effective  amendment
     which indicates that all securities  offered hereby have been sold or which
     deregisters  all securities  then remaining  unsold,  shall be deemed to be
     incorporated  by  reference  herein  and  to  be a  part  hereof  from  the
     respective date of filing of such documents.  Any statement incorporated by
     reference  herein shall be deemed to be modified or superseded for purposes
     of this  prospectus to the extent that a statement  contained  herein or in
     any other  subsequently  filed  document,  which also is or is deemed to be
     incorporated  by reference  herein,  modifies or supersedes such statement.
     Any  statement  modified or  superseded  shall not be deemed,  except as so
     modified or superseded, to constitute part of this prospectus.

          We  hereby  undertake  to  provide  without  charge  to  each  person,
     including any beneficial  owner,  to whom a copy of the prospectus has been
     delivered,  on the written request of any such person, a copy of any or all
     of the documents  referred to above which have been or may be  incorporated
     by reference in this  prospectus,  other than  exhibits to such  documents.
     Written requests for such copies should be directed to Corporate Secretary,
     Knowledge Transfer Systems, Inc., 110 Broadway Street, Oakland,  California
     94617.

ITEM 4.           Description of Securities

          A  description  of the  Registrant's  securities  is set  forth in the
     Prospectus incorporated as a part of this Registration Statement.

ITEM 5.           Interests of Named Experts and Counsel

          Not Applicable.

ITEM 6.           Indemnification of Directors and Officers

          The  Nevada  Business  Corporation  Act  allows  us to  indemnify  our
     officers and directors  from  liability  incurred in  furtherance  of their
     duties under certain  circumstances.  In criminal  proceedings,  Nevada law
     states that we may  indemnify  an officer or director if he or she acted in
     good faith and reasonably  believed that his or her conduct was in the best
     interests  of the  corporation  if he or she  had no  reasonable  cause  to
     believe his or her conduct was unlawful.  In addition,  Nevada law requires
     us to  indemnify  directors,  who  succeed  on the  merits  of any  defense
     proceeding  or in any  defense  proceeding  to  which  he or she was  party
     because he or she was a director of the corporation for reasonable expenses
     incurred in connection  with the  proceeding.  If we chose to indemnify our
     officers and  directors in  accordance  with the  provisions  of the Nevada
     Business  Corporation  Act, our financial  resources  may be  significantly
     affected.

          Insofar  as   indemnification   for  liabilities   arising  under  the
     Securities  Act of 1933,  as amended,  may be permitted  to our  directors,
     officers and controlling persons pursuant to the foregoing  provisions,  or
     otherwise, we have been advised that in the opinion of the Securities and

                                       19
Exchange Commission, this indemnification is against public policy as
     expressed in the securities laws, and is, therefore unenforceable.

ITEM 7.           Exemption From Registration Claimed

          Inasmuch  as the  recipients  of the  Shares  were  knowledgeable  and
     sophisticated,  were an executive or a senior employee of the Company,  had
     access  to  relevant  information  pertaining  to the  Company  and had the
     ability to fend for  himself,  the  issuance  was exempt from  registration
     under the Securities Act of 1933 by reason of Section 4(2) of that act.

ITEM 8.           Exhibits

         10.1     Agreements with Jennifer Brenner, Phillip Eich, John Schoene,
                  Esq. and JLC Holding, Inc.

         23.1     Consent of Independent Certified Public Accountants.
____________________
*        Filed herewith.

ITEM 9.           Undertakings

         The undersigned registrant hereby undertakes:

         1.       To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                a.    To include  any  prospectus  required  by section  10(a)
(3) of the Securities Act of 1933;

                b.    To reflect in the  prospectus any facts or events arising
after the effective  date  of  the   registration   statement  (or  the  most
recent post-effective  amendment thereof) which,  individually or n the
aggregate, represent  a  fundamental  change  in  the  information  set  forth
in the registration  statement.  Notwithstanding  the  foregoing,  any increase
or decrease  in volume of  securities  offered (if the total  dollar  value of
securities  offered  would not exceed  that which was  registered)  and any
deviation from the low or high end of the estimated  maximum offering range may
be  reflected  in the form of  prospectus  filed  with  the  Commission pursuant
to Rule  424(b) if, in the  aggregate,  the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set
forth in the  "Calculation  of  Registration  Fee"  table in the effective
registration statement;

                  c.    To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

                                       20
Provided,  however, that paragraphs (1)(i) and (1)(ii) do not apply if
     the  registration  statement is on Form S-3 or Form S-8 and the information
     required to be included in a post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  registrant  pursuant to
     section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

          2.    That,  for the  purpose of  determining  any  liability  under
the Securities Act of 1933, each such post-effective  amendment shall be deemed
to be a new  registration  statement  relating  to the  securities  offered
therein,  and the offering of such  securities at that time shall be deemed to
be the initial bona fide offering thereof.

          3.    To remove from registration by means of a post-effective
amendment any  of  the  securities  being  registered  which  remain  unsold  at
the termination of the offering.

          The undersigned  registrant  hereby  undertakes  that, for purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to section 13(a) or section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
     Securities  Act of  1933  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 Act against  such  liabilities  (other than the
     payment by the registrant in the successful  defense of an 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 Act and will be governed by the final adjudication of such
     issue.

                                       21
SIGNATURES

          The Registrant  pursuant to the  requirements of the Securities Act of
     1933, as amended,  the registrant  certifies that it has reasonable grounds
     to believe that it meets all of the requirements for filing on Form S-8 and
     has duly caused this  registration  statement to be signed on its behalf by
     the  undersigned,  in the City of Oakland,  California,  on the 4th  day of
     May, 2001.

                                                KNOWLEDGE TRANSFER SYSTEMS, INC.

                                                By:/s/ Stephen K. Burke
                                                       Chief Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
     amended,  this  registration  statement  has been  signed by the  following
     persons in the capacities and on the dates indicated.

Signature                       Title                                Date

/s/Stephen K. Burke       Chief Executive Officer
Stephen K. Burke          Director and Principal
                          Executive Financial and
                          Accounting Officer                      May 4, 2001

/s/John C. Graham
John C. Graham            Director                                May 4, 2001
EXHIBIT 10.1

                 Agreements with Jennifer Brenner, Phillip Eich,
                    John Schoene, Esq. and JLC Holding, Inc.