As filed with the Securities and Exchange Commission on July 25, 2002
                                                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                                                76-0599457
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

110 Broadway Street
Oakland, CA                                                             94607
(Address of principal executive offices)                              (Zip Code)


                          CONSULTING SERVICES AGREEMENT
                            (Full title of the plan)



                           Steven 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.
                               Adorno & Yoss, 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>
Common Stock, $0.001
par value per share                 2,500,000                 $0.02                     $50,000                     $4.60*
-----------------
</TABLE>
*       Calculated  in  accordance  with Rule 457 based upon the  average of the
        closing bid and asked prices on July 24, 2002.





                                       2
<PAGE>

PROSPECTUS

                        KNOWLEDGE TRANSFER SYSTEMS, INC.

                        2,500,000 Shares of Common Stock


         This  prospectus  forms  a  part  of  a  registration  statement  which
registers  an  aggregate  of  2,500,000   shares  of  common  stock,   that  are
collectively  referred to as the "Shares",  of Knowledge Transfer Systems,  Inc.
("Knowledge Transfer",  "Company", "we", "us" or "our"). 1,500,000 of the Shares
have been issued to M. Blaine Riley,  and the remaining  1,000,000 shares are to
be  issued to M.  Blaine  Riley,  a  consultant  to the  Company.  Mr.  Riley is
sometimes   referred   to  as  the   "selling   securityholder."   The   selling
securityholder  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
securityholder.

         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.

                                     -------

         Investing in our shares involves  certain risks. See the "Risk Factors"
section beginning on Page 4.



                  The date of this prospectus is July 25, 2002



<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:

        o       Annual  Report on Form  10-KSB for the year ended  December  31,
                2001, filed on April 1, 2002; and

        o       Quarterly Report on Form 10-QSB for the three months ended March
                31, 2002, filed on May 15, 2002.

         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.


                                   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.

<PAGE>

General

         We design, produce and market e-learning courses and solutions.  We are
an industry leader in developing high quality,  engaging courses that map to the
respective industry  certifications in the information technology sector. We are
able to  develop  highly  engaging  courses,  cost  effectively,  due to content
sourcing  relationships  with  multiple  publishers  and an extremely  efficient
development process that utilizes proprietary  development tools. These products
are then  private  labeled  for those  publishers  and  marketed  through  their
distribution  channels,  in  addition  to multiple  resellers,  integrators  and
e-learning companies.  We are headquartered in Oakland,  California,  and market
our products through  resellers and  distribution  partners in over 50 countries
around the world.

Products and Services

         Our main products and services  revolve around  e-learning  courses and
solutions. We provide high quality,  engaging courses that map to the respective
industry  certifications  in the  information  technology  (IT) sector.  Courses
within the product library include desktop  applications  and operating  systems
areas.  The desktop  application  courses offered include  Microsoft  Office XP,
Microsoft Office 2000, 1998, and 1997.  Operating system courses offered include
Microsoft Windows 2000,  Microsoft Windows NT 4.0,  Microsoft Windows 98 and 95.
In addition,  we offer IT  certification  courses such as Cisco CCNA, Java, MCSE
Certification,  Oracle,  etc.  We market  products  through  its  resellers  and
distribution partners in over 50 countries.

Competitive Business Conditions

         The  markets  for our  services  are highly  competitive,  continuously
evolving and subject to rapid change,  technological  or otherwise.  Although we
believe our  solutions  currently  compete  favorably  with those offered by our
competitors,  the markets we serve are dynamic and changing rapidly.  We may not
be able to maintain  our  competitive  position  against  current and  potential
competitors,  especially those with significantly greater financial,  marketing,
service,  support,  technical and other resources.  Additional competition could
result in price reductions and loss of market share.

Government Regulation

         The  products  we provide  over the  Internet  are  subject to foreign,
federal,  state  and  local  laws  and  regulations  governing  the  conduct  of
e-commerce and use of the Internet.  E-commerce is new and rapidly changing, and
government regulation relating to the Internet and e-commerce is still evolving.
Currently,  there are few laws and regulations  directly applicable to access of
the  Internet or conduct of  e-commerce  on the  Internet.  However,  due to the
increasing  popularity and use of the Internet and on-line  services,  many laws
relating to the Internet are being debated at the state and federal levels (both
in the U.S.  and abroad) and it is possible  that laws and  regulations  will be
adopted  with  respect  to the  Internet  and  online  services.  These laws and
regulations  could cover  issues such as user  privacy,  freedom of  expression,
pricing,  fraud,  content  and  quality  of  products  and  services,  taxation,
advertising,    intellectual   property   rights   and   information   security.
Additionally,  the rapid growth of  e-commerce  may trigger the  development  of
tougher  consumer  protection  laws.  The adoption of such laws and  regulations
could  reduce  the rate of  growth  of the  Internet,  which  could  potentially
decrease the usage of our products and could  otherwise have a material  adverse
effect on our business.

         In addition,  applicability  to the Internet of existing laws governing
issues such as intellectual  property issues,  taxation and personal property is
uncertain.  The vast  majority of these laws were adopted prior to the advent of
the Internet and related  technologies  and, as a result,  do not contemplate or
address  the  unique  issues  associated  with  operating  an   Internet-related
business.  Those  laws  that do  reference  the  Internet,  such as the  Digital
Millennium Copyright Act, are only beginning to be interpreted by the courts and
their applicability and scope are, therefore, uncertain.


<PAGE>

         Several states have proposed  legislation  that would limit the uses of
personal  user  information  gathered  online  or  require  online  services  to
establish  privacy  policies.  The  Federal  Trade  Commission  also has settled
several  proceedings  regarding  the  manner in which  personal  information  is
collected from users and provided to third parties. Specific statues intended to
protect use privacy have been passed in many non-U.S. jurisdictions.  Changes to
existing  laws or the passage of new laws intended to address these issues could
directly  affect  the way we do  business  or could  create  uncertainty  on the
Internet. This could reduce demand for our services,  increase the cost of doing
business as a result of increased litigation costs or increased service delivery
costs, or otherwise harm our business.

Research and Development

         We have not incurred any significant costs associated with research and
development.  However, we do understand that technological innovation is often a
key to success in the  Technology  and elearning  market.  Further,  the pace of
technological  innovation in the elearning market is incredibly rapid. It can be
daunting for a single company to try to keep pace with  technological  change on
all  levels.  Upon  obtaining  additional  capital,  of  which  there  can be no
assurance,  management  plans to increase  expenditures  related to research and
development.

                                  RISK FACTORS

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

Risks Related to Our Business

We Incurred  Operating  Losses for the Current Year, but Plan on Profits for the
Coming Year.

         At December 31, 2001,  our  accumulated  deficit  since  inception  was
$4,562,231.  For the twelve  months ended  December 31, 2001,  we incurred a net
loss of  $3,385,139.  We have incurred a net loss in each year of our existence,
and have financed our operations  primarily through sales of equity  securities.
Our current  expense  levels are  approximately  $70,000 per month.  Also,  upon
obtaining  additional  capital,  of which there can be no assurance,  management
plans to increase  its  marketing  efforts and sales  distribution  channels and
anticipate that our revenue will exceed our expenses, thus we are planning for a
profitable year.

Our  Success  Will Be  Dependent  In Part On Our  Ability To  Develop  Strategic
Relationships With Other Businesses.

         One of our primary  goals is to increase  market  awareness  and market
penetration  of our  products.  This will  likely  require us to form  strategic
marketing  and sales  relationships  with  several  additional  companies  whose
resources  can be used to  supplement  and  expand our own,  with such  entities
either acting as  distributors  or resellers of our  products,  or including our
products as complements to or components of their own product offerings.

Our Quarterly Operating Results May Fluctuate.

         Based on our business and industry, we expect to experience significant
fluctuations  in our  future  quarterly  operating  results  due to a variety of
factors,  many of which are  outside our  control.  Factors  that may  adversely
affect our quarterly operating results include:

        *       our  ability  to  attract  new  customers  at a steady  rate and
                maintain customer satisfaction,  and the demand for the products
                and services we intend to market,

        *       the amount and timing of capital  expenditures  and other  costs
                relating to the expansion of our operations,


<PAGE>

        *       the  introduction  of  new  or  enhanced  services  by us or our
                competitors, and

        *       economic  conditions  specific  to  the  Technology,   Internet,
                e-commerce or all or a portion of the technology market.

As a Technology Based Company, We are in an Intensely Competitive Industry.

         Training and elearning are highly  competitive.  Although there are few
competitors who offer the same or similar  services of the type we offer, we can
provide no assurance that additional  competitors will not enter markets that we
intend to serve.

         We believe  that our ability to compete  depends on many  factors  both
within and beyond our control, including the following:

        *       the timing and market acceptance of our business model,

        *       our competitors' ability to gain market control,

        *       the success of our marketing efforts,

        *       acquisitions of companies with new technology,

        *       using  current  relations  to  extend  all  business  sales  and
                marketing

We Depend on Certain Key Employees.

         Our future  performance  will  depend  significantly  on the  continued
service and performance of our key executives and officers,  Steve Burke,  Chris
Ryan and Doug Baker.  The loss of the  services  of either of these  individuals
could  seriously  impair our  ability to operate  our  business,  compete in our
industry and improve our tools and services.

We Must Continue to Attract, Train, Motivate and Retain Qualified Personnel.

         We must attract, train, motivate and retain highly qualified personnel,
particularly  in the areas of sales and marketing.  Because the  competition for
qualified  employees is intense,  hiring,  training,  motivating,  retaining and
managing  employees  with the  strategic  and  technical  skills we need is both
time-consuming  and  expensive.  If we fail to  attract,  train and  retain  key
personnel,  we may experience delays in marketing and  commercialization  of our
products and services.

The Volatility of Our Securities Prices May Increase.

         The market price of our common  stock has in the past been,  and may in
the future  continue to be,  volatile.  A variety of events may cause the market
price of our common stock to fluctuate significantly, including:

        *       quarter-to-quarter variations in operating results,

        *       adverse news announcements,

        *       the introduction of new products and services, and

        *       market conditions in the Internet-based  professional  marketing
                services, business, and business-to-business e-commerce.


<PAGE>

         In  addition,   the  stock  market  in  recent  years  has  experienced
significant price and volume  fluctuations  that have particularly  affected the
market prices of equity  securities  of many  companies in our business and that
often have been unrelated to the operating performance of such companies.  These
market fluctuations may adversely affect the price of our common stock.

Risks Related to Our Industry

We Are Dependent on Continued Growth in Internet Use and Infrastructure.

         Although most of our revenues to date consist of elearning and training
solutions conducted offline, one important aspect of our business relates to our
elearning and training solutions through the Internet.  Another important aspect
of our  business  relates to  specific  aspects of our  products  related to the
Internet. Despite significant increases in Internet use, many organizations have
been reluctant to incorporate  the Internet into their  businesses or activities
for a number of reasons, including:

        *       inconsistent  service quality  resulting in part from inadequate
                infrastructure of servers, routers, switches, telecommunications
                links and other components

        *       lack  of   confidence  in  the  security  and  privacy  of  data
                transmitted over the Internet

        *       limited internal resources and technical expertise

        *       reluctance  to dedicate  resources to an  alternative  method of
                communicating   that  may  render   substantial   personnel  and
                infrastructure investments obsolete.

If the  infrastructure  of the  Internet  does not keep pace with the  growth of
Internet usage and if our targeted  customers do not grow comfortable  using the
Internet, our business will suffer.

We Must  Develop,  Produce and  Establish New Products and Services That Keep Up
With Rapid Technological Change.

         The market for Internet services and business-to-business e-commerce is
characterized  by  rapid  technological  changes,   frequent  software  changes,
frequent new products and service introductions and evolving industry standards.
The  introduction of services  embodying new processes and  technologies and the
emergence  of new  industry  standards  can  rapidly  render  existing  services
obsolete  and  unmarketable.  Our success in  adjusting  to rapid  technological
change will depend on our ability to:

        *       develop  and   introduce   new  services  that  keep  pace  with
                technological developments and emerging industry standards; and

        *       address  the  increasingly  sophisticated  and  varied  needs of
                customers.

         Due to inadequate technical expertise,  insufficient  finances or other
reasons,  we may be unable to accomplish these tasks.  Such failure would have a
material adverse effect on our operating results and financial condition.

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.


<PAGE>

                    AGREEMENTS WITH OFFICERS AND CONSULTANTS

General

         The  Company  has had access to  limited  funds to  compensate  various
consultants  in  recent  periods.  As a result,  the  Company  provided  for the
compensation of M. Blaine Riley,  pursuant to the terms of a Consulting Services
Agreement  dated July 4, 2002,  through the issuance of 2,500,000  shares of the
Company's common stock (the "Shares") to Mr. Riley. 1,500,000 of the Shares have
been issued to Mr. Riley, and the remaining 1,000,000 Shares are to be issued to
Mr.  Riley  90 days  after  the date of  execution  of the  Consulting  Services
Agreement as long as the Consulting  Services  Agreement has not been terminated
by the Company within the first 80 days from the date of the Consulting Services
Agreement.  The  consulting  services  provided  and to be provided by Mr. Riley
pursuant  to the terms of the  Consulting  Services  Agreement  include  (i) the
development of strategic  alliances,  mergers and  acquisitions,  (ii) corporate
planning, (iii) business development and advertising, (iv) e-consulting, and (v)
periodic reporting.

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, 2001.
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 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.


<PAGE>

                        SALES BY SELLING SECURITYHOLDERS

         The following table sets forth

        o       the name of the selling securityholder,

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

        o       the  maximum  amount of shares of common  stock to be offered by
                the selling securityholder,

        o       the  amount  of  common   stock  to  be  owned  by  the  selling
                securityholder following sale of the shares of common stock, and

        o       the  percentage  of shares  of  common  stock to be owned by the
                selling  Securityholder  following  completion  of such offering
                based on  49,693,208  shares  being  outstanding  as of July 17,
                2002.
<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>
M. Blaine Riley                  2,500,000(1)             2,500,000               0                    0%
</TABLE>

(1)      1,500,000  of the shares are  currently  owned,  and  1,000,000  of the
         shares  are to be issued 90 days  after  the date of  execution  of the
         Consulting  Services  Agreement  as  long  as the  Consulting  Services
         Agreement has not been  terminated  by the Company  within the first 80
         days from the date of the Consulting Services Agreement

                              PLAN OF DISTRIBUTION

         The Shares covered by this  prospectus may be distributed  from time to
time by the selling  securityholder  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 at negotiated  prices.  Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholder in connection with sales of securities.

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

        o       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;

        o       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  securityholder to its partners or members,
                subject to rules relating to sales by affiliates;


<PAGE>

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

        o       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  securityholder
may  arrange  for  other  brokers  or  dealers  to   participate.   The  selling
securityholder  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 securityholder, 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  securityholder,  and any
discounts,  commissions or concessions  allowed or reallowed or paid to dealers,
and the proposed selling price to the public.

         We have  told the  selling  securityholder  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 the selling  securityholder
with a copy of these rules. We have also told the selling  securityholder 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  securityholder  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 July 17, 2002,  there were issued and  outstanding,  49,693,208  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.

<PAGE>

                                     EXPERTS

        Our consolidated  financial  statements as of Dcember 31, 2001 appearing
in our Annual Report on Form 10-KSB, have been audited by Robinson,  Hill & Co.,
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 report of Robinson,
Hill & Co.  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.


        o       Annual  Report on Form  10-KSB for the year ended  December  31,
                2001, filed on April 1, 2002; and

        o       Quarterly Report on Form 10-QSB for the three months ended March
                31, 2002, filed on May 15, 2002.


<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 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  recipient  of  the  Shares  was   knowledgeable  and
sophisticated,  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.


<PAGE>

ITEM 8.  Exhibits

         5.1      Opinion of Adorno & Yoss, P.A. *

         10.1     Consulting Services Agreement with M. Blaine Riley *

         23.1     Consent of Adorno & Yoss, P.A. *

         23.2     Consent of Robinson, Hill & Co. *
--------------------
*        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:

2.
        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;
        d. 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.

3. 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.

4. 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.

5.  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.

6. 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

<PAGE>

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.


<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 25th day of July, 2002.

                               KNOWLEDGE TRANSFER SYSTEMS, INC.


                               By:      /s/ Steven K. Burke
                                        -------------------
                                        Steven 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


                                  Chief Executive Officer,
                                  Director, and Principal
/s/Steven K. Burke                Accounting Officer               July 25, 2002
--------------------------
Steven K. Burke


/s/John C. Graham
--------------------------
John C. Graham                    Director                         July 25, 2002


/s/ David Manovich
--------------------------
David Manovich                    Director                         July 25, 2002


/s/ Mark Coulter
--------------------------
Mark Coulter                      Director                         July 25, 2002
[{"type": "S-8", "sequence": "1", "filename": "forms-8_072602.txt", "secsgml_size_bytes": 48718}]
{"company-data": {"conformed-name": "KNOWLEDGE TRANSFER SYSTEMS  INC", "cik": "0001092455", "assigned-sic": "7389", "irs-number": "760599457", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97137", "film-number": "02711541"}, "business-address": {"street1": "110 BROADWAY", "city": "OAKLAND", "state": "CA", "zip": "94607", "phone": "(510) 251-6230"}, "mail-address": {"street1": "110 BROADWAY", "city": "OAKLAND", "state": "CA", "zip": "94607"}, "former-company": {"former-conformed-name": "GOTHINK COM INC", "date-changed": "20000128"}}
As filed with the Securities and Exchange Commission on July 25, 2002
                                                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                                                76-0599457
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

110 Broadway Street
Oakland, CA                                                             94607
(Address of principal executive offices)                              (Zip Code)

                          CONSULTING SERVICES AGREEMENT
                            (Full title of the plan)

                           Steven 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.
                               Adorno & Yoss, 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
Common Stock, $0.001
par value per share                 2,500,000                 $0.02                     $50,000                     $4.60*
-----------------
*       Calculated  in  accordance  with Rule 457 based upon the  average of the
        closing bid and asked prices on July 24, 2002.

                                       2
PROSPECTUS

                        KNOWLEDGE TRANSFER SYSTEMS, INC.

                        2,500,000 Shares of Common Stock

         This  prospectus  forms  a  part  of  a  registration  statement  which
registers  an  aggregate  of  2,500,000   shares  of  common  stock,   that  are
collectively  referred to as the "Shares",  of Knowledge Transfer Systems,  Inc.
("Knowledge Transfer",  "Company", "we", "us" or "our"). 1,500,000 of the Shares
have been issued to M. Blaine Riley,  and the remaining  1,000,000 shares are to
be  issued to M.  Blaine  Riley,  a  consultant  to the  Company.  Mr.  Riley is
sometimes   referred   to  as  the   "selling   securityholder."   The   selling
securityholder  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
securityholder.

         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.

                                     -------

         Investing in our shares involves  certain risks. See the "Risk Factors"
section beginning on Page 4.

                  The date of this prospectus is July 25, 2002
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:

        o       Annual  Report on Form  10-KSB for the year ended  December  31,
                2001, filed on April 1, 2002; and

        o       Quarterly Report on Form 10-QSB for the three months ended March
                31, 2002, filed on May 15, 2002.

         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.

                                   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.
General

         We design, produce and market e-learning courses and solutions.  We are
an industry leader in developing high quality,  engaging courses that map to the
respective industry  certifications in the information technology sector. We are
able to  develop  highly  engaging  courses,  cost  effectively,  due to content
sourcing  relationships  with  multiple  publishers  and an extremely  efficient
development process that utilizes proprietary  development tools. These products
are then  private  labeled  for those  publishers  and  marketed  through  their
distribution  channels,  in  addition  to multiple  resellers,  integrators  and
e-learning companies.  We are headquartered in Oakland,  California,  and market
our products through  resellers and  distribution  partners in over 50 countries
around the world.

Products and Services

         Our main products and services  revolve around  e-learning  courses and
solutions. We provide high quality,  engaging courses that map to the respective
industry  certifications  in the  information  technology  (IT) sector.  Courses
within the product library include desktop  applications  and operating  systems
areas.  The desktop  application  courses offered include  Microsoft  Office XP,
Microsoft Office 2000, 1998, and 1997.  Operating system courses offered include
Microsoft Windows 2000,  Microsoft Windows NT 4.0,  Microsoft Windows 98 and 95.
In addition,  we offer IT  certification  courses such as Cisco CCNA, Java, MCSE
Certification,  Oracle,  etc.  We market  products  through  its  resellers  and
distribution partners in over 50 countries.

Competitive Business Conditions

         The  markets  for our  services  are highly  competitive,  continuously
evolving and subject to rapid change,  technological  or otherwise.  Although we
believe our  solutions  currently  compete  favorably  with those offered by our
competitors,  the markets we serve are dynamic and changing rapidly.  We may not
be able to maintain  our  competitive  position  against  current and  potential
competitors,  especially those with significantly greater financial,  marketing,
service,  support,  technical and other resources.  Additional competition could
result in price reductions and loss of market share.

Government Regulation

         The  products  we provide  over the  Internet  are  subject to foreign,
federal,  state  and  local  laws  and  regulations  governing  the  conduct  of
e-commerce and use of the Internet.  E-commerce is new and rapidly changing, and
government regulation relating to the Internet and e-commerce is still evolving.
Currently,  there are few laws and regulations  directly applicable to access of
the  Internet or conduct of  e-commerce  on the  Internet.  However,  due to the
increasing  popularity and use of the Internet and on-line  services,  many laws
relating to the Internet are being debated at the state and federal levels (both
in the U.S.  and abroad) and it is possible  that laws and  regulations  will be
adopted  with  respect  to the  Internet  and  online  services.  These laws and
regulations  could cover  issues such as user  privacy,  freedom of  expression,
pricing,  fraud,  content  and  quality  of  products  and  services,  taxation,
advertising,    intellectual   property   rights   and   information   security.
Additionally,  the rapid growth of  e-commerce  may trigger the  development  of
tougher  consumer  protection  laws.  The adoption of such laws and  regulations
could  reduce  the rate of  growth  of the  Internet,  which  could  potentially
decrease the usage of our products and could  otherwise have a material  adverse
effect on our business.

         In addition,  applicability  to the Internet of existing laws governing
issues such as intellectual  property issues,  taxation and personal property is
uncertain.  The vast  majority of these laws were adopted prior to the advent of
the Internet and related  technologies  and, as a result,  do not contemplate or
address  the  unique  issues  associated  with  operating  an   Internet-related
business.  Those  laws  that do  reference  the  Internet,  such as the  Digital
Millennium Copyright Act, are only beginning to be interpreted by the courts and
their applicability and scope are, therefore, uncertain.
Several states have proposed  legislation  that would limit the uses of
personal  user  information  gathered  online  or  require  online  services  to
establish  privacy  policies.  The  Federal  Trade  Commission  also has settled
several  proceedings  regarding  the  manner in which  personal  information  is
collected from users and provided to third parties. Specific statues intended to
protect use privacy have been passed in many non-U.S. jurisdictions.  Changes to
existing  laws or the passage of new laws intended to address these issues could
directly  affect  the way we do  business  or could  create  uncertainty  on the
Internet. This could reduce demand for our services,  increase the cost of doing
business as a result of increased litigation costs or increased service delivery
costs, or otherwise harm our business.

Research and Development

         We have not incurred any significant costs associated with research and
development.  However, we do understand that technological innovation is often a
key to success in the  Technology  and elearning  market.  Further,  the pace of
technological  innovation in the elearning market is incredibly rapid. It can be
daunting for a single company to try to keep pace with  technological  change on
all  levels.  Upon  obtaining  additional  capital,  of  which  there  can be no
assurance,  management  plans to increase  expenditures  related to research and
development.

                                  RISK FACTORS

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

Risks Related to Our Business

We Incurred  Operating  Losses for the Current Year, but Plan on Profits for the
Coming Year.

         At December 31, 2001,  our  accumulated  deficit  since  inception  was
$4,562,231.  For the twelve  months ended  December 31, 2001,  we incurred a net
loss of  $3,385,139.  We have incurred a net loss in each year of our existence,
and have financed our operations  primarily through sales of equity  securities.
Our current  expense  levels are  approximately  $70,000 per month.  Also,  upon
obtaining  additional  capital,  of which there can be no assurance,  management
plans to increase  its  marketing  efforts and sales  distribution  channels and
anticipate that our revenue will exceed our expenses, thus we are planning for a
profitable year.

Our  Success  Will Be  Dependent  In Part On Our  Ability To  Develop  Strategic
Relationships With Other Businesses.

         One of our primary  goals is to increase  market  awareness  and market
penetration  of our  products.  This will  likely  require us to form  strategic
marketing  and sales  relationships  with  several  additional  companies  whose
resources  can be used to  supplement  and  expand our own,  with such  entities
either acting as  distributors  or resellers of our  products,  or including our
products as complements to or components of their own product offerings.

Our Quarterly Operating Results May Fluctuate.

         Based on our business and industry, we expect to experience significant
fluctuations  in our  future  quarterly  operating  results  due to a variety of
factors,  many of which are  outside our  control.  Factors  that may  adversely
affect our quarterly operating results include:

        *       our  ability  to  attract  new  customers  at a steady  rate and
                maintain customer satisfaction,  and the demand for the products
                and services we intend to market,

        *       the amount and timing of capital  expenditures  and other  costs
                relating to the expansion of our operations,
*       the  introduction  of  new  or  enhanced  services  by us or our
                competitors, and

        *       economic  conditions  specific  to  the  Technology,   Internet,
                e-commerce or all or a portion of the technology market.

As a Technology Based Company, We are in an Intensely Competitive Industry.

         Training and elearning are highly  competitive.  Although there are few
competitors who offer the same or similar  services of the type we offer, we can
provide no assurance that additional  competitors will not enter markets that we
intend to serve.

         We believe  that our ability to compete  depends on many  factors  both
within and beyond our control, including the following:

        *       the timing and market acceptance of our business model,

        *       our competitors' ability to gain market control,

        *       the success of our marketing efforts,

        *       acquisitions of companies with new technology,

        *       using  current  relations  to  extend  all  business  sales  and
                marketing

We Depend on Certain Key Employees.

         Our future  performance  will  depend  significantly  on the  continued
service and performance of our key executives and officers,  Steve Burke,  Chris
Ryan and Doug Baker.  The loss of the  services  of either of these  individuals
could  seriously  impair our  ability to operate  our  business,  compete in our
industry and improve our tools and services.

We Must Continue to Attract, Train, Motivate and Retain Qualified Personnel.

         We must attract, train, motivate and retain highly qualified personnel,
particularly  in the areas of sales and marketing.  Because the  competition for
qualified  employees is intense,  hiring,  training,  motivating,  retaining and
managing  employees  with the  strategic  and  technical  skills we need is both
time-consuming  and  expensive.  If we fail to  attract,  train and  retain  key
personnel,  we may experience delays in marketing and  commercialization  of our
products and services.

The Volatility of Our Securities Prices May Increase.

         The market price of our common  stock has in the past been,  and may in
the future  continue to be,  volatile.  A variety of events may cause the market
price of our common stock to fluctuate significantly, including:

        *       quarter-to-quarter variations in operating results,

        *       adverse news announcements,

        *       the introduction of new products and services, and

        *       market conditions in the Internet-based  professional  marketing
                services, business, and business-to-business e-commerce.
In  addition,   the  stock  market  in  recent  years  has  experienced
significant price and volume  fluctuations  that have particularly  affected the
market prices of equity  securities  of many  companies in our business and that
often have been unrelated to the operating performance of such companies.  These
market fluctuations may adversely affect the price of our common stock.

Risks Related to Our Industry

We Are Dependent on Continued Growth in Internet Use and Infrastructure.

         Although most of our revenues to date consist of elearning and training
solutions conducted offline, one important aspect of our business relates to our
elearning and training solutions through the Internet.  Another important aspect
of our  business  relates to  specific  aspects of our  products  related to the
Internet. Despite significant increases in Internet use, many organizations have
been reluctant to incorporate  the Internet into their  businesses or activities
for a number of reasons, including:

        *       inconsistent  service quality  resulting in part from inadequate
                infrastructure of servers, routers, switches, telecommunications
                links and other components

        *       lack  of   confidence  in  the  security  and  privacy  of  data
                transmitted over the Internet

        *       limited internal resources and technical expertise

        *       reluctance  to dedicate  resources to an  alternative  method of
                communicating   that  may  render   substantial   personnel  and
                infrastructure investments obsolete.

If the  infrastructure  of the  Internet  does not keep pace with the  growth of
Internet usage and if our targeted  customers do not grow comfortable  using the
Internet, our business will suffer.

We Must  Develop,  Produce and  Establish New Products and Services That Keep Up
With Rapid Technological Change.

         The market for Internet services and business-to-business e-commerce is
characterized  by  rapid  technological  changes,   frequent  software  changes,
frequent new products and service introductions and evolving industry standards.
The  introduction of services  embodying new processes and  technologies and the
emergence  of new  industry  standards  can  rapidly  render  existing  services
obsolete  and  unmarketable.  Our success in  adjusting  to rapid  technological
change will depend on our ability to:

        *       develop  and   introduce   new  services  that  keep  pace  with
                technological developments and emerging industry standards; and

        *       address  the  increasingly  sophisticated  and  varied  needs of
                customers.

         Due to inadequate technical expertise,  insufficient  finances or other
reasons,  we may be unable to accomplish these tasks.  Such failure would have a
material adverse effect on our operating results and financial condition.

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

         The  Company  has had access to  limited  funds to  compensate  various
consultants  in  recent  periods.  As a result,  the  Company  provided  for the
compensation of M. Blaine Riley,  pursuant to the terms of a Consulting Services
Agreement  dated July 4, 2002,  through the issuance of 2,500,000  shares of the
Company's common stock (the "Shares") to Mr. Riley. 1,500,000 of the Shares have
been issued to Mr. Riley, and the remaining 1,000,000 Shares are to be issued to
Mr.  Riley  90 days  after  the date of  execution  of the  Consulting  Services
Agreement as long as the Consulting  Services  Agreement has not been terminated
by the Company within the first 80 days from the date of the Consulting Services
Agreement.  The  consulting  services  provided  and to be provided by Mr. Riley
pursuant  to the terms of the  Consulting  Services  Agreement  include  (i) the
development of strategic  alliances,  mergers and  acquisitions,  (ii) corporate
planning, (iii) business development and advertising, (iv) e-consulting, and (v)
periodic reporting.

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, 2001.
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 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

        o       the name of the selling securityholder,

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

        o       the  maximum  amount of shares of common  stock to be offered by
                the selling securityholder,

        o       the  amount  of  common   stock  to  be  owned  by  the  selling
                securityholder following sale of the shares of common stock, and

        o       the  percentage  of shares  of  common  stock to be owned by the
                selling  Securityholder  following  completion  of such offering
                based on  49,693,208  shares  being  outstanding  as of July 17,
                2002.
Percentage
                                                                            Shares to be           to be Owned
Name of Selling                     Number of             Shares to          Owned After             After
Securityholders                   Shares Owned           be Offered           Offering              Offering
---------------                   ------------           ----------         ------------           -----------
M. Blaine Riley                  2,500,000(1)             2,500,000               0                    0%
(1)      1,500,000  of the shares are  currently  owned,  and  1,000,000  of the
         shares  are to be issued 90 days  after  the date of  execution  of the
         Consulting  Services  Agreement  as  long  as the  Consulting  Services
         Agreement has not been  terminated  by the Company  within the first 80
         days from the date of the Consulting Services Agreement

                              PLAN OF DISTRIBUTION

         The Shares covered by this  prospectus may be distributed  from time to
time by the selling  securityholder  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 at negotiated  prices.  Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholder in connection with sales of securities.

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

        o       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;

        o       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  securityholder to its partners or members,
                subject to rules relating to sales by affiliates;
o       through the  issuance of  securities  by issuers  other than us,
                convertible into, exchangeable for, or payable in our shares; or

        o       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  securityholder
may  arrange  for  other  brokers  or  dealers  to   participate.   The  selling
securityholder  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 securityholder, 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  securityholder,  and any
discounts,  commissions or concessions  allowed or reallowed or paid to dealers,
and the proposed selling price to the public.

         We have  told the  selling  securityholder  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 the selling  securityholder
with a copy of these rules. We have also told the selling  securityholder 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  securityholder  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 July 17, 2002,  there were issued and  outstanding,  49,693,208  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 as of Dcember 31, 2001 appearing
in our Annual Report on Form 10-KSB, have been audited by Robinson,  Hill & Co.,
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 report of Robinson,
Hill & Co.  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.

        o       Annual  Report on Form  10-KSB for the year ended  December  31,
                2001, filed on April 1, 2002; and

        o       Quarterly Report on Form 10-QSB for the three months ended March
                31, 2002, filed on May 15, 2002.
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 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  recipient  of  the  Shares  was   knowledgeable  and
sophisticated,  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

         5.1      Opinion of Adorno & Yoss, P.A. *

         10.1     Consulting Services Agreement with M. Blaine Riley *

         23.1     Consent of Adorno & Yoss, P.A. *

         23.2     Consent of Robinson, Hill & Co. *
--------------------
*        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:

2.
        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;
        d. 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.

3. 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.

4. 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.

5.  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.

6. 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.
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 25th day of July, 2002.

                               KNOWLEDGE TRANSFER SYSTEMS, INC.

                               By:      /s/ Steven K. Burke
                                        -------------------
                                        Steven 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

                                  Chief Executive Officer,
                                  Director, and Principal
/s/Steven K. Burke                Accounting Officer               July 25, 2002
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Steven K. Burke

/s/John C. Graham
--------------------------
John C. Graham                    Director                         July 25, 2002

/s/ David Manovich
--------------------------
David Manovich                    Director                         July 25, 2002

/s/ Mark Coulter
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Mark Coulter                      Director                         July 25, 2002