Registration No. 333-47578



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM SB-2
                                  Amendment # 5

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            Shopathomekids.Com, Inc.
                 (Name of Small Business Issuer in its charter)


                                                      
Texas                      5961                             75-2882140

(State or Jurisdiction     (Primary Standard Industrial     (I.R.S. Employer
of organization)           Classification Code Number       Identification No.)




                           223 E. FM 1382, Suite 12720
                            Cedar Hill, Texas, 75104
                        (972) 293-2424 Fax (972) 293-1171

        (Address and telephone number of Registrant's principal executive
                    offices and principal place of business)


                                 Lewis Prowse II
                           223 E. FM 1382, Suite 12720
                            Cedar Hill, Texas, 75104
                        (972) 293-2424 Fax (972) 293-1171

           (Name, address, and telephone number of agent for service)

Approximate  date of proposed sale to the public:  As soon as practicable  after
this Registration Statement becomes effective.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [x]_________________________.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462 (b) under the  Securities  Act,  please check the  following box and
list the Securities Act. [ ] __________________.

If this Form is a post-effective  amendment filed pursuant to Rule 462 (c) under
the Securities  Act,  please check the following box and list the Securities Act
registration statement number [ ] __________________.

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the Securities  Act,  please check the following box and list the Securities Act
registration statement number [ ] _________________.

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box [ ]_________________________.



   
                                                                                
Title of Each Class of    Amount to be   Proposed maximum     Proposed Maximum           Amount Of
Securities to be           Registered     Offering Price     Offering Price (1)    Registration Fee (3)
registered                    ****         Per Share (1)            *****                 *******



Common stock, $.001            400,000   $            0.25   $           100,000   $               26.40




Common stock, $.001 (2)      3,399,300   $            0.25   $           849,825   $              224.35



Total                        3,799,300   $            0.25   $           949,825   $              250.75

(1) Estimated solely for purposes of calculating the registration fee.

(2)  Represents  common  stock to be  registered  on  behalf  of the 21  selling
security-holders.

(3) Previously paid by wire transfer



THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED,  OR UNTIL THE  REGISTRATION  STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
,8(a), MAY DETERMINE.

                                        1



                             Preliminary Prospectus
                            Shopathomekids.com, Inc.
                              a Nevada corporation

                        3,799,300 shares of common stock



This   prospectus   relates   to   3,799,300   shares   of   common   stock   of
Shopathomekids.com,  Inc.  3,399,300  of the shares  are issued and  outstanding
shares of common  stock  acquired  by the  selling  security  holders in private
placement  transactions  which were exempt from the  registration and prospectus
delivery  requirements  of the  Securities  Act of 1933. No national  securities
exchange or the Nasdaq Stock Market lists the common stock being  offered by the
selling security holders,  and we have not applied for listing or quotation with
any national securities exchange or automated quotation system. Additionally, we
are registering 400,000 shares to be offered to a limited number of persons.


Our shares  are going to be sold by our  officers  and  directors  namely  Lewis
Prowse II our President and Larry  Ballard our  Secretary/Treasurer.  The shares
will be sold on a best efforts  basis with no minimum sale  required.  All funds
will be immediately available to us as soon as they are received.

This offering will end 120 days from the effective date of this  prospectus.  We
have the option of extending this offering for an additional 120 days if needed.

Additionally,  we are  registering  400,000  shares to be  offered  to a limited
number of persons.  The 400,000  shares to be offered by us shall be offered and
sold:

o    For a purchase price of $0.25 per share;

o    Without any underwriting discounts or commissions; and

o    If  all  of  the  shares  offered  by us are  purchased,  the  proceeds  to
     Shopathomekids.com, Inc. will be $100,000.



The shares of common  stock  have not been  registered  for sale by the  selling
security  holders under the securities  laws of any state as of the date of this
prospectus.  Brokers  or dealers  effecting  transactions  in the shares  should
confirm the  registration  thereof  under the  securities  laws of the states in
which transactions occur or the existence of any exemption from registration.


See "risk factors" on pages 4 to 8 for factors to be considered before investing
in the shares of our common stock.


Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has approved or  disapproved  of the  securities  or passed upon the
adequacy or accuracy of the prospectus.  Any representation to the contrary is a
criminal offense.


The  information  in this  prospectus  is not complete  and may be changed.  The
selling  security  holders may not sell their  securities until the registration
statement  filed with the  Securities and Exchange  Commission is effective.  In
addition,  we may not sell our  securities  until  this  registration  statement
becomes effective.  This prospectus is not an offer to sell these securities and
it is not  soliciting  an offer to buy these  securities  in any state where the
offer or sale is not permitted.


The date of this prospectus is September 23, 2000 Subject to Completion




                                        2



                                TABLE OF CONTENTS


                                                                        
Prospectus Summary.........................................................4
Risk Factors...............................................................4
Use of proceeds............................................................8
Determination of Offering Price............................................11
Dilution...................................................................11
Plan of Distribution.......................................................12
Legal Proceedings..........................................................13
Directors, Executive Officers, Promoters and Control persons...............13
Security Ownership of Certain Beneficial Owners and Management.............14
Selling Security Holder....................................................15
Description of Securities..................................................17
Interest of Named Experts and Counsel......................................18
Disclosure of Commission Position on Indemnification for
   Securities Act Liabilities..............................................18
Description of Business....................................................19
Management' Discussion and Analysis of Financial Condition
   and Results of Operations...............................................21
Description of Property....................................................23
Certain Relationships and Related Transactions.............................23
Market for Common Equity and Related Stockholder Matters...................24
Executive Compensation.....................................................24
Financial Statements.......................................................25
Changes in and Disagreements with Accountants on Accounting
   and Financial Disclosure................................................26
Indemnification of Directors and Officers..................................26
Recent Sales of Unregistered Securities....................................26
Exhibits...................................................................26
Signatures    .............................................................27
Power of Attorney..........................................................28






Outside Back Cover Page

Dealer Prospectus Delivery Obligation

Until _______, all dealers that effect transactions in these securities, whether
or not participating in this offering,  may be required to deliver a prospectus.
This is in addition to the dealers'  obligations  to deliver a  prospectus  when
acting  as  underwriters  and  with  respect  to  their  unsold   allotments  or
subscriptions.










                                        3




Prospectus Summary

Our Business:                       Our principal business address is 223 E. FM
                                    1382, Suite 12720,  Cedar Hill, Texas,
                                    75104; our main business telephone number
                                    is 972.293.2424.

                                    We were  formed to offer an  alternative  to
                                    kids  and  teens  who  want to find a common
                                    gathering  place  on the  internet  to share
                                    ideas  through live chat channels in what we
                                    believe to be a safe and secure  environment
                                    for young people.

                                    We have been  developing  our web site since
                                    inception  in  October   1999.  We  are  not
                                    currently  prepared to accept orders at this
                                    time.  We expect to be able to accept orders
                                    by March 15,  2001.  We expect a full launch
                                    by  May  30,  2001.  We  have  not  had  any
                                    revenues  and do  not  expect  any  revenues
                                    until the full  launch  of our web site.  We
                                    have secured the services of S.D.S Wholesale
                                    to distribute the products we will offer for
                                    sale.



                                    We plan to offer a new  product for kids and
                                    teens  to  purchase   products  through  the
                                    internet  via a  proprietary  online  credit
                                    card  system  that can be funded by  parents
                                    and family members.  The card system will be
                                    password protected and function similarly to
                                    a  standard  credit  card.  The  amount  the
                                    purchaser  can spend is directly  related to
                                    the   amount   of  funds   that   have  been
                                    contributed  to the account by the  customer
                                    or a family member. We are currently testing
                                    our  website  and  expect to go  online  for
                                    transactions   mid  way  through  the  first
                                    quarter of 2001.


                                    We plan to  generate  revenue by selling our
                                    products  through our website to members who
                                    visit  our  site.  Parents  will  be able to
                                    purchase  products  for their  children  and
                                    will  be  able  to  add   money   to   their
                                    children's on line credit card.

                                    Mr.  Lewis Prowse II is our  president.  Our
                                    only employees are Larry Ballard,  Secretary
                                    Treasurer;  Tarja Mees;  Director  and Romie
                                    Krickbaum, Director. None of our Officers or
                                    Directors  have  experience  in the internet
                                    sector specifically e-commerce. However, our
                                    Officers  and  directors  have   management,
                                    accounting,  customer  service and  internet
                                    technology knowledge that will be helpful in
                                    the running of an internet based business.


Our State of Organization:          We were incorporated in Texas on October
                                    27, 1999.


Number of Shares offered shares     The selling security holders want to sell
                                    3,399,300 shares of our common stock. The
                                    were acquired by the selling security
                                    holders in private placement transactions
                                    which were exempt from the registration and
                                    prospectus  delivery  requirements of the
                                    Securities Act of 1933. We also intend to
                                    sell 400,000 shares of our common stock
                                    being  registered pursuant to this
                                    registration  statement.  We will sell the
                                    shares we are registering only to those
                                    individuals who have received a copy of the
                                    prospectus.  In addition , we will attempt
                                    to sell only to those  individuals who have
                                    knowledge of the internet and e-commerce
                                    industry.  We believe that most,  if not
                                    all,  of the shares we are  registering
                                    will be sold to business  associates  of Mr.
                                    Prowse, our President and Mr. Ballard,
                                    our Secretary/Treasurer  and our founding
                                    shareholders.  The termination date of the
                                    offering will occur 240 days from the date
                                    this  registration  statement is declared
                                    effective by the Securities and Exchange
                                    Commission.

Estimated                           use of are  purchased.  We will  receive  as
                                    much  as  $100,000  if  all  of  the  shares
                                    offered  by us at $0.25 per share  proceeds:
                                    We intend to use any proceeds form such sale
                                    for the  purchase of  technology  equipment,
                                    promotion   of   our   website,    corporate
                                    development,       establish       strategic
                                    relationships,   secure  suppliers  and  for
                                    working capital.  The proceeds from the sale
                                    of the shares will be immediately  available
                                    for use by us. The proceeds from the sale of
                                    the  shares we are  registering  will not be
                                    held in escrow.  We will no  receive  any of
                                    the  proceeds  from the  sale of the  shares
                                    offered by the selling security holders.

                                        4



                                  RISK FACTORS


In addition to the other information specified in this prospectus, the following
risk factors should be considered  carefully in evaluating  our business  before
purchasing  any of the  shares of common  stock.  A  purchase  of the  shares is
speculative  in nature and  involves a lot of risks.  No  purchase of our common
stock  should be made by any person who is not in a position  to lose the entire
amount of his investment.

Our Officers and Directors are offering shares for sale


Our  Officers  and  Directors  are  included as selling  security  holders.  Our
Officers and Directors  are offering  3,000,000  shares of the 3,399,300  shares
being  registered.  The selling  security  holders,  including  our officers and
directors,  may  sell all of  their  shares  as soon as  possible,  which  could
significantly  decrease the price of our common  stock and reduce our  officers'
and directors' desire to see us succeed.  Our Officers and Directors were issued
their shares for services performed on our behalf.


All of the stock owned by the selling security  holders,  including our officers
and directors,  will be registered by the  registration  statement of which this
prospectus is a part. The selling security  holders,  including our officers and
directors,  may sell  some or all of their  shares  immediately  after  they are
registered.  In the event that the selling  security holders sell some or all of
their shares, the price of our common stock could decrease significantly.

Because we are a new company with losses since our formation, we anticipate that
we will lose  money in the  foreseeable  future,  we may not be able to  achieve
profitable operations.

         Since inception,  October 27, 1999 we have incurred significant losses.
As of November 30, 2000, we have incurred net losses of $31,660.

    We expect  operating  losses  and  negative  cash flow to  continue  for the
foreseeable  future. We anticipate our losses will increase  significantly  from
current levels because we expect to incur  additional costs and expenses related
to:

- - brand development, marketing and other promotional activities;

- - the continued development of our Web site,  transaction-processing systems and
network infrastructure;

- - the expansion of our product offerings and Web site content; and

- - strategic relationship development.

         Our ability to become profitable depends on our ability to generate and
sustain  substantially  higher net sales while  maintaining  reasonable  expense
levels.  If we do achieve  profitability,  we cannot be certain that we would be
able to sustain or increase  profitability on a quarterly or annual basis in the
future. See "Selected Financial Data" and "Management's  Discussion and Analysis
of Financial Condition and Results of Operations".

Seasonality could cause our quarterly sales to fluctuate dramatically


                                        5
         Because  we are in the  business  of selling  toys,  the demand for our
products  could  change  dramatically  depending  on the time of the  year.  For
example;  during the Christmas holiday season the demand for our products should
be higher  than the summer  months.  As a result of the  fluctuating  demand our
sales  will  be  dramatically  affected  which  will  change  our  results  form
operations from quarter to quarter.

     There is a possibility  that  customers may not receive their products in a
timely manner

         We do not plan to store any inventory of products. As a result there is
a  possibility  customers  may not receive  products  in a timely  manner if the
distributor  occurs  difficulty  in  receiving or  acquiring  products.  If this
becomes a problem  there is a possibility  that we may lose  customers and would
eventually  affect our operating  results.  If this occurs our stock price could
become extremely volatile.

Because we do not have long-term or exclusive  vendor  contracts,  we may not be
able to get  sufficient  quantities of popular  children's  products in a timely
manner. As a result, we could lose customers


         In our  industry it is vital to have  long-term  and  exclusive  vendor
contracts in order for customers to receive their  products in a timely  manner.
If we are not able to offer our customers sufficient quantities of toys or other
products in a timely manner,  we could lose customers and our net sales could be
below  expectations.  Our success depends on our ability to purchase products in
sufficient  quantities  at  competitive  prices,  particularly  for the  holiday
shopping  season.  As is common in the  industry,  we do not have  long-term  or
exclusive  arrangements  with any  vendor  or  distributor  that  guarantee  the
availability of toys or other children's products for resale.  Therefore,  we do
not have a predictable or guaranteed supply of toys or other products.

         The management  has limited  experience in relation to the internet and
marketing industry.  There is no guarantee that management will have the ability
to be  successful in starting and managing an ongoing  business.  Because of the
lack of experience of management there is a possibility you may lose your entire
investment.  In addition,  all decisions  with respect to the  management of our
Company will be made  exclusively by our officers and directors.  Investors will
only have rights  associated  with minority  ownership  interest  rights to make
decision    which   effect    Shopathomekids.com,    Inc..    The   success   of
Shopathomekids.com,  Inc. , to a large extent, will depend on the quality of the
directors and officers we can attract.  Accordingly,  no person should invest in
the Shares unless he is willing to entrust all aspects of the  management to our
officers and directors.  At present we do not have key man life insurance.  If a
catastrophic  event were to occur to either of our officers or directors it will
have an adverse effect on our business.

We have had limited prior operations and few assets


         We have no revenues  from our  operations,  and our assets  consists of
minimal computer  equipment and software..  We have only been in operation since
our  incorporation  date of October 27,  1999.There  can be no assurance that we
will generate revenues in the future; and there can be no assurance that we will
operate at a profitable  level.  See "Description of Business." If we are unable
to obtain customers and generate  sufficient  revenues so that it can profitably
operate,  Shopathomekids.com,  Inc. 's business will not succeed. In this event,
investors in the Shares may lose their entire investment.

We do not have supplier contracts

         We do not currently have supplier  contracts for our products that will
be sold. The size of our Company may prevent us from securing  adequate supplier
contracts  and we may therefore be unable to compete in the  marketplace  if the
products  that are wished to be  purchased  cannot be  procured.  If this occurs
there is a possibility you may lose your entire investment.
                                        6

We  may  not  be  able  to  compete  successfully  against  current  and  future
competitors.


    The  online  commerce  market  is  new,   rapidly   evolving  and  intensely
competitive.  Increased  competition  is likely  to result in price  reductions,
reduced  gross margins and loss of market  share,  any of which could  seriously
harm our net sales and results of operations. We expect competition to intensify
in the future  because  current  and new  competitors  can enter our market with
little  difficulty  and can launch new Web sites at a  relatively  low cost.  In
addition,  the children's toy, video game,  software,  video and music retailing
industries are intensely competitive.

We  currently  or  potentially  compete  with  a  variety  of  other  companies,
including:

- - traditional  store-based toy and children's  product  retailers such as Toys R
Us, FAO Schwarz, Zany Brainy and Noodle Kidoodle;

- - major discount retailers such as Wal-Mart, Kmart and Target;

- - online  efforts of these  traditional  retailers,  including the online stores
operated by Toys R Us, Wal-Mart and FAO Schwarz;

- - physical and online  stores of  entertainment  entities  that sell and license
children's products, such as The Walt Disney Company and Warner Bros.;

- - catalog retailers of children's products;

- - vendors or  manufacturers  of children's  products that currently sell some of
their products directly online, such as Mattel and Hasbro;

- - other  online  retailers  that  include  children's  products as part of their
product offerings, such as Amazon.com, Barnesandnoble.com, CDnow, Beyond.com and
Reel.com;

- - Internet portals and online service providers that feature shopping  services,
such as AOL, Yahoo!, Excite and Lycos; and

- -  various   smaller   online   retailers  of  children's   products,   such  as
BrainPlay.com, Red Rocket and Toysmart.com.


We lack diversification of our business



         The  size of our  Company  makes  it  unlikely  that we will be able to
commit our funds to diversify our business  until we have a proven track record,
and  Shopathomekids.com,  Inc.  may not be able to  achieve  the  same  level of
diversification  as larger  entities  engaged in this type of  business.  We are
relying on one main focus that of offering products through our website.



                                        7
We do not anticipate paying cash dividends in the near future

         We do not  anticipate  paying  cash  dividends  on our  Shares  for the
foreseeable  future and we intend to retain any future  earnings  to finance the
growth of our business.  Payment of dividends,  if any, will depend, among other
factors,  on  earnings,  capital  requirements,  and the general  operating  and
financial  condition of  Shopathomekids.com,  Inc., and will be subject to legal
limitations on the payment of dividends out of paid-in capital.


Our officers and directors may have  conflicts of interest that may detract from
their services to Shopathomekids.com, Inc..

Therefore,  our officers and  directors  may not devote  sufficient  time to our
affairs.  The  persons  serving as our  officers  and  directors  have  existing
responsibilities and may have additional  responsibilities to provide management
and services to other entities.  As a result,  conflicts of interest  between us
and the other  activities  of those persons may occur from time to time, in that
our officers and directors shall have conflicts of interest in allocating  time,
services,  and  functions  between  the other  business  ventures in which those
persons may be or may become involved and our affairs.


We  anticipate  that we will need to raise  additional  capital  to  market  and
distribute   our  wireless   telecommunications   technology  and  complete  our
development.

To market our website and distribute our products and complete our  development,
we will be required to raise additional funds. We believe that we may be able to
acquire additional  financing at commercially  reasonable rates. There can be no
assurance that we will be able to obtain  additional  financing at  commercially
reasonable  rates.  We  anticipate  that we will  spend  a lot of  funds  on the
marketing and development of our website. Our failure to obtain additional funds
would  significantly  limit or  eliminate  our  ability  to fund our  sales  and
marketing  activities.  This would have a material adverse affect on our ability
to continue our operations.

We anticipate  that we may seek  additional  funding  through  public or private
sales of our  securities.  That  could  include  equity  securities,  or through
commercial  or  private  financing  arrangements.  Adequate  funds  may  not  be
available when needed or on terms acceptable to us. In the event that we are not
able to obtain additional funding on a timely basis, we may be required to limit
any proposed  operations or eliminate certain or all of our marketing  programs,
either  of  which  could  have a  material  adverse  affect  on our  results  of
operations.

We will not sell any assurance shares


         The  400,000  Shares  being  offered  to the  public  are to be offered
directly by us, and no individual,  firm, or corporation  has agreed to purchase
or take down any of the shares. No assurance can be given that any or all of the
Shares will be sold.




We lack a public  market  for  shares  of our  common  stock,  which may make it
difficult for investors to sell their shares.

There is no public  market for shares of our common  stock.  We cannot  guaranty
that an active public market will develop,

                                        8
or be sustained.  Therefore,  investors may not be able to find  purchasers  for
their shares of our common stock.  Should there develop a significant market for
our shares,  the market price for those shares may be significantly  affected by
such  factors as our  financial  results and  introduction  of new  products and
services. Factors such as announcements of new or enhanced products by us or our
competitors and quarter-to-quarter  variations and our results of operations, as
well as market  conditions in the high technology  sector may have a significant
impact  on the  market  price of our  shares.  Further,  the  stock  market  has
experienced extreme volatility that has particularly  affected the market prices
of stock of many  companies  and that  volatility  often has been  unrelated  or
disproportionate to the operating performance of those companies.

Shares Eligible for Future Sale

After the offering we will have  8,818,300  shares of common  stock  outstanding
assuming the maximum of 400,000  shares are sold. Of this amount,  the 3,799,300
shares being offered hereby will be freely  tradable  unless held by affiliates.
The remaining  5,013,900 shares of common stock will be "restricted  securities"
as defined in Rule 144 of the Securities  Act of 1933, and will become  eligible
for public sale subject to the volume  limitations and other  conditions of Rule
144 commencing one year from the date of their issuance.  However,  3,000,000 of
the shares being registered are held by the Officers and Directors. They will be
able to sell their shares only if they are  successful in obtaining a listing on
the OTC Bulletin Board.

In general,  under Rule 144, a person who has owned  shares of our common  stock
for at least one year would be entitled to sell within any three-month  period a
number of shares that does not exceed the greater of:

    - One  percent  of the number of shares of common  stock  then  outstanding,
      which  will  equal  approximately  88,183  shares  immediately  after this
      offering; or

    - The average  weekly trading volume of the common stock on the OTC Bulletin
      Board during the four calendar  weeks  preceding the filing of a notice on
      Form 144 with respect to such sale.

    Sales  under  Rule 144 are also  subject  to manner of sale  provisions  and
notice  requirements and to the availability of current public information about
us.


                                 USE OF PROCEEDS

Following the issuance of 400,000 shares of common stock offered for sale by our
company to the public,  this will represent net proceeds to us of  approximately
$86,200 (after deducting expenses of this offering). These proceeds will be used
to provide  capital for the further  development  and marketing of our products,
allow us to develop  strategic  alliances  and  provide us working  capital  and
manage liquidity needs.


The following table sets forth the use of proceeds from this offering.



                                             
- --------------------------------   --------   --------
      Use of Proceeds                Amount    Percent
- --------------------------------   --------   --------
                                   --------   --------

 Transfer Agent Fee                $  1,000        .01%
- --------------------------------   --------   --------
- --------------------------------   --------   --------

 Printing Costs                    $  1,000        .01%
- --------------------------------   --------   --------
- --------------------------------   --------   --------

 Legal Fees                        $ 10,000         10%
- --------------------------------   --------   --------
- --------------------------------   --------   --------

 Accounting Fees                   $  2,500         10%
- --------------------------------   --------   --------
- --------------------------------   --------   --------

 Marketing                         $ 35,000         16%
- --------------------------------   --------   --------
- --------------------------------   --------   --------


 Purchase Products                 $ 20,000         20%
- --------------------------------   --------   --------
- --------------------------------   --------   --------


 Working Capital                   $ 30,000       33.3%
- --------------------------------   --------   --------
- --------------------------------   --------   --------

 Total                             $100,000        100%
- --------------------------------   --------   --------


Management  anticipates  expending these funds for the purposes indicated above.
To the extent that expenditures are less than projected,  the resulting balances
will be retained and used for general  working  capital  purposes  which will be
allocated according to the discretion of the Board of Directors.  Conversely, to
the extent that  expenditures  require the utilization of funds in excess of the
amounts  anticipated,  supplemental  amounts  may be drawn from  other  sources,
including,   but  not  limited  to,  general  working  capital  and/or  external
financing.  The net proceeds of this offering that are not expended  immediately
may be deposited in interest or non-interest  bearing  accounts,  or invested in
government obligations,  certificates of deposit, commercial paper, money market
mutual funds, or similar investments.

Opportunity to make inquiries.

We will make  available to each  Offeree,  prior to any sale of the Shares,  the
opportunity  to ask  questions  and  receive  answers  from  the  management  of
Shopathomekids.com,  Inc.  concerning any aspect of the investment and to obtain
any additional  information contained in this Memorandum,  to the extent that we
possess the requested  information or can acquire it without unreasonable effort
or expense.

Subscription Procedures.

Each  person  desiring  to  subscribe  to the  Shares  must  complete,  execute,
acknowledge, and deliver to the us a Subscription Agreement, which will contain,
among other provisions,  representations as to the investor's  qualifications to
purchase  the common  stock and his ability to evaluate  and bear the risk of an
investment  in  the  Shopathomekids.com,  Inc.  By  executing  the  subscription
agreement,  the  subscriber  is agreeing that if the  Subscription  Agreement is
accepted by the management of  Shopathomekids.com,  Inc., the subscriber will be
considered a shareholder in Shopathomekids.com, Inc.

                                       10
Promptly upon receipt of subscription documents by Shopathomekids.com,  Inc., it
will make a  determination  within 5 business  days as to whether a  prospective
investor  will  be  accepted  as  a  shareholder  in  Shopathomekids.com,  Inc..
Shopathomekids.com,  Inc. may reject a subscriber's  Subscription  Agreement for
any  reason.  Subscriptions  will be  rejected  for  failure  to  conform to the
requirements  of  this  Prospectus   (such  as  failure  to  follow  the  proper
subscription  procedure),   insufficient  documentation,  over  subscription  to
Shopathomekids.com,   Inc.,  or  other  reasons  as   Shopathomekids.com,   Inc.
determines to be in its' best interest.  If a subscription is rejected, in whole
or in part,  the  subscription  funds,  or  portion  thereof,  will be  promptly
returned to the  prospective  investor  without  interest by  depositing a check
(payable  to said  investor)  in the amount of said  funds in the United  States
mail, certified  returned-receipt  requested.  Subscriptions may not be revoked,
canceled, or terminated by the subscriber, except as provided herein.

                         DETERMINATION OF OFFERING PRICE

The  offering  price is not based upon  Shopathomekids.com,  Inc.  's net worth,
total asset value, or any other objective measure of value based upon accounting
measurements.

                                    DILUTION

Dilution  is a  reduction  in the  net  tangible  book  value  of a  purchaser's
investment  measured by the  difference  between the purchase  price and the net
tangible  book value of the  Shares  after the  purchase  takes  place.  The net
tangible book value of Common Stock is equal to stockholders'  equity applicable
to the Common Stock as shown on the our balance  sheet  divided by the number of
shares of Common Stock  outstanding.  As a result of the dilution,  in the event
the we are  liquidated,  a purchaser of Shares may receive less than his initial
investment and a present stockholder may receive more.

Our net  tangible  book value as of  November  30,  2000 was $4,928 or .0005 per
share.  The adjusted pro forma book net tangible  book value after this offering
will be $0.0118 based on an assumed  initial public  offering price of $0.25 per
share.  Therefore,  purchasers  of shares of common stock in this  offering will
realize  immediate  dilution  of $0.2382  cents per share or over 94.8% of their
investment. The following table illustrates dilution:



 .......................................................................   
Assumedinitial public offering price per share ............................   $     0.25


Net tangible book value per share as of November 3o, 2000 .................   $     0.0005


Increase in net tangible book value per share attributable to new investors   $     0.0113


Pro forma net tangible book value per share after this offering ...........   $     0.0118


Dilution per share to new investors .......................................   $     0.2382

The following  table  presents the following  data as of November,  30, 2000 and
assumes an offering price of $0.25 per share for our new investors:

o    the average price per share paid before  deducting  estimated  underwriting
     fees and our estimated offering expenses; and

o    the average price per share when the stock was issued for payment.


                                       11


                                                        
 .                         Shares of   **               **
 .                         Common      **               **           Average Price
 .                         Stock       Consideration    **           Per Share
 .                         Acquired    Amount           Percent      ***

Existing shareholders .   8,418,300   $        8,418         7.7%   $        .001

New Investors               400,000   $      100,000        92.2%   $         .25

Totals                    8,818,300   $      108,418         100%             100%


                              PLAN OF DISTRIBUTION


The shares of common stock covered by this  Offering are being offered  directly
by our  President  Lewis  Prowse.  We  have  not  employed  the  services  of an
underwriter to market the shares.  The offering will be open for 120 days. If at
the end of 120 days we have not raised any funds,  the offering will be extended
for an additional  120 days. If the 240 day period expires  without  raising any
funds, we will stop all fund raising activities at that time. We will market the
shares to a limited number of individuals  known to management  within the state
of Texas.  After a prospectus has been  delivered to a prospective  purchaser we
will sell our shares to the individuals  who initiate  contact to inform us they
elect to subscribe to our offering.

Our  President  Lewis Prowse II and our  Secretary/Treasurer  Larry Ballard will
offer a maximum of 400,000 Shares of our common stock, par value $.001 per Share
to the  public.  The  400,000  shares  will be  offered  to a limited  number of
individuals.  Messrs.  Prowse and  Ballard  will not sell any of their  personal
shares until after the shares are trading on the OTC Bulletin  Board  maintained
by the NASD as per the oral agreement between  Shopathomekids.com,  Inc. and our
officers and directors.  The funds will be available to us as soon as the shares
are sold.  The minimum  purchase  required of an investor is $100.00.  The gross
proceeds to Shopathomekids.com,  Inc. will be $100,000 if all the Shares offered
are sold.  No  commissions  or other  fees will be paid to  Messieurs  Prowse or
Ballard directly or indirectly by us in relation to this offering.  The Officers
and Directors  will not be offering  their shares in private  transactions.  Our
Officers and Directors will be able to sell their shares through the open market
when we are admitted to trade on the OTC Bulletin Board maintained by the NASD.



Each  person  desiring  to  subscribe  to the  Shares  must  complete,  execute,
acknowledge,  and deliver to Shopathomekids.com,  Inc. a Subscription Agreement,
which will contain, among other provisions, representations as to the investor's
qualifications to purchase the common stock and his ability to evaluate and bear
the  risk  of an  investment  in  Shopathomekids.com,  Inc..  By  executing  the
subscription  agreement,  the  subscriber is agreeing  that if the  Subscription
Agreement  is  accepted,  the  subscriber  will  be  deemed,  a  shareholder  of
Shopathomekids.com, Inc.

Promptly  upon  receipt  of  subscription  documents  by  us,  we  will  make  a
determination  within 5 business days as to whether a prospective  investor will
be  accepted  as a  shareholder  in  Shopathomekids.com,  Inc.  We may  reject a
subscriber's  Subscription  Agreement  for  any  reason.  Subscriptions  will be
rejected for failure to conform to the  requirements of this Prospectus (such as
failure   to   follow   the   proper   subscription   procedure),   insufficient
documentation,  over subscription to Shopathomekids.com,  Inc., or other reasons
as we may determine to be in our best interest.  If a subscription  is rejected,
in whole  or in part,  the  subscription  funds,  or  portion  thereof,  will be
promptly  returned to the prospective  investor without interest by depositing a
check  (payable  to said  investor)  in the  amount of said  funds in the United
States mail,  certified  returned-receipt  requested.  Subscriptions  may not be
revoked, canceled, or terminated by the subscriber, except as provided herein.

Limited Public Market for Our Securities.


                                       12
Prior to the  Offering,  there has been no public  market for the  Shares  being
offered. There can be no assurance that an active trading market will develop or
that purchasers of the Shares will be able to resell their  securities at prices
equal to or greater than the respective  initial  public  offering  prices.  The
market  price of the Shares may be  affected  significantly  by factors  such as
announcements by Shopathomekids.com,  Inc. or its competitors, variations in our
results of  operations,  and market  conditions in the toy sales and  e-commerce
industries  in general.  The market  price may also be affected by  movements in
prices of stock in  general.  As a result of these  factors,  purchasers  of the
Shares  offered  hereby may not be able to liquidate an investment in the Shares
readily or at all.

Penny Stock Regulations.

Our Shares will be quoted on the "Electronic  Bulletin  Board"  regulated by the
National  Association of Securities  Dealers. In view of the fact that no broker
will be involved in the Offering,  it is likely to be difficult to find a broker
who is  willing  to make an  active  market in the  stock.  The  Securities  and
Exchange  Commission (the "Commission") has adopted  regulations which generally
define "penny stock" to be any equity security that has a market price less than
$5.00 per share. Shopathomekids.com,  Inc.'s shares will become subject to rules
that impose additional sales practice  requirements on  broker-dealers  who sell
penny  stocks  to  persons  other  than  established  customers  and  accredited
investors  (generally those with assets in excess of $1,000,000 or annual income
exceeding  $400,000,  or $300,000 together with their spouse).  For transactions
covered  by  these  rules,   broker-dealers  must  make  a  special  suitability
determination  for the purchase of these  securities  and must have received the
purchaser's written consent to the transaction prior to the purchase.

Additionally,  for any  transaction  effected  involving a penny  stock,  unless
exempt,  the  rules  require  the  delivery,  prior  to  the  transaction,  of a
disclosure  schedule  prepared  by the  Commission  relating  to the penny stock
market. A broker-dealer  also must disclose the commissions  payable to both the
broker-- dealer and the registered  representative,  and current  quotations for
the securities. Finally, monthly statements must be sent disclosing recent price
information  for the penny  stock held in the  account  and  information  on the
limited  market in penny  stocks.  Consequently,  these rules may  restrict  the
ability of  broker-dealers  to sell  Shopathomekids.com,  Inc.'s  Shares and may
affect the ability of purchasers  in the Offering to sell our  securities in the
secondary  market.  There  is no  assurance  that  a  market  will  develop  for
Shopathomekids.com, Inc. 's Shares.

                                LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings.

                          DIRECTORS, EXECUTIVE OFFICERS
                               AND CONTROL PERSONS

The names,  ages,  and  respective  positions of the  directors,  officers,  and
significant employees of Shopathomekids.com, Inc. are set forth below. There are
no  other  persons   which  can  be  classified  as  a  controlling   person  of
Shopathomekids.com, Inc. .

Lewis  Prowse II, 46, our  President  as well as Director  has,  for the past 15
years, been a partner in Anderson and Prowse Services, a plumbing and electrical
repair service in Desoto, Texas. As the owner/operator he is responsible for all
day to day operations of running a successful  business  including  managing all
accounts payable and receivable as well as all quarterly and year end filings.

Larry E. Ballard, 26, is our Secretary/Treasurer and also a Director.  Larry has
attention  to  detail  and a sincere  passion  for the area of  bookkeeping  and
secretarial  tasks.  From 1998 thru the  present he has been  employed by J.M.C.
Food  Service  Distribution,  Inc.  Maintaining  client  accounts  delivering  &
maintaining  products.  Aug.  1995-  Aug.  1998  Larry  was  employed  by P.F.G.
Performance, Inc. of Mckinney, Tx. As a Customer Service Representative.

                                       13
Tarja J. Mees, 29, Director,  has recently acquired extensive IT skills, as well
as in depth  knowledge in platforms such as Sun Solaris,  Unix, and a variety of
Internet   based   development   systems.   She  held  the  position  of  Office
Administrator for Lew Lieberbaum & Co., Inc., a retail brokerage firm in Dallas,
Texas,  where she was responsible for the day to day business  operations of the
branch as well as the daily,  weekly,  monthly  reports.  She held this position
from 1994 to 1996..  From 1996 to present , Tarja has been the  President of TAR
Financial, a private business consulting company, where she has been involved in
numerous private businesses and in the planning of businesses going from private
corporations into the public marketplace.

Romie  Krickbaum,  51, Director  brings to us over 20 years of Customer  Service
experience.  She is currently  employed by W.N.A. Cups Illustrated as a Customer
Service  Representative.   Duties  include  pricing,  accounts  receivable,  and
maintaining  relationships  with various clients.  From Oct. 1991 thru July 1998
she was  the  Customer  Service  Manager  for  the  Wal-mart  store  located  in
Lancaster, Texas.

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

 .The following table sets forth,  as of July 31, 2000 the outstanding  Shares of
common stock of Shopathomekids.com, Inc. owned of record or beneficially by each
person  who owned of record,  or was known by  Shopathomekids.com,  Inc.  to own
beneficially,  more than 5% of Shopathomekids.com,  Inc.'s Common Stock, and the
name and share  holdings  of each  officer  and  director  and all  officers  an
directors as a group:



                                                                        
              --                   --                   --                    --    Percentage of
              --                   --                   --                    --    Class Owned if
              --                   --                   --                    --    the Beneficial
              --                   --                   --    Percent of Class      Owners Sell all
 Title of          Name and Address of  Amount and Nature     Owned Before the      of their
 Class             Beneficial Owner     of Beneficial         Offering              Registered Shares
                                             Owner




                Lewis Prowse II
 Common            President
                211 Bob White
                Desoto, TX 75123                   1,017,500                  12.1%                  5.8%



                Larry Ballard
                Secretary/Treasurer
 Common            1525 Jesse Ramsey
                Blvd.
                Cedar Hill, TX 75104               1,017,500                  12.1%                  5.8%



                Tarja Mees
                Director
 Common            1353 Middleton Dr.
                Cedar Hill, TX 75104               2,981,000                  35.1%                 22.2%



                Romie Krickbaum
                Director
 Common            708 Hillcrest
                Cedar Hill, TX 75104               3,003,000                  35.3%                 22.5%



 Common            All officers and
                Directors as a group               8,019,000                  94.6%                 56.3%


Common             All officers and
                Directors as a group               8,019,000                  94.6%                 56.3%

                                       14

                            SELLING SECURITY-HOLDERS


Shopathomekids.com,  Inc. is registering for offer and sale shares of its common
stock  held  by  it's  Officers  and  Directors  along  with  21  other  selling
security-holders..  The selling security-holders may offer their shares for sale
on a  continuous  basis  pursuant  to Rule 415  under  the 1933  Act.  SEE "RISK
FACTORS--Additional  Shares  Entering Public Market without  Additional  Capital
Pursuant to Rule 144" and the  "Officers  and  Directors"  May sell their shares
Subsequent to the effective date of this  prospectus,  Shopathomekids.com,  Inc.
intends to apply for quotation on the OTC Bulletin  Board which is maintained by
Nasdaq for its common stock; however,  there can be no assurance that the common
stock will be accepted for  quotation  thereon.  SEE "RISK  FACTORS--No  Current
Trading Market for  Shopathomekids.com,  Inc. 's Securities" and "DESCRIPTION OF
SECURITIES--Admission  to  Quotation  to  Nasdaq  SmallCap  Market  and NASD OTC
Bulletin Board"

All  of  the  shares   registered   herein  will  become  tradeable  after  this
registration statement has been declared effective and may be sold after we have
been admitted to trade on the Over The Counter  Bulletin Board maintained by the
National Association of Securities Dealers.


The following  table sets forth the  beneficial  ownership of the shares held by
each person who is considered a selling security-holder.



                                                                
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------
                                        --     Number of   Percentage of    Percentage of
Name and Address of                   Common      Shares   Stock Owned      Stock Owned
Beneficial Owner                               Stock Owned Prior tored      After the
                                        --      for Sale   Offering         Offering (1)
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Lewis Prowse II
President
211 Bob White
Desoto, TX 75123 (2)               1,017,500     500,000            12.1%             5.8%

                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Larry Ballard
Secretary/Treasurer
1525 Jesse Ramsey Blvd
Cedar Hill, TX 75104 (2)           1,017,500     500,000            12.1%             5.8%

                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------
Tarja Mees
Director
1353 Middleton Dr.
Cedar Hill, TX 75104 (2)           2,981,000   1,000,000            35.1%            22.2%


                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------
Romie Krickbaum
Director
708 Hillcrest
Cedar Hill, TX 75104 (2)           3,003,000   1,000,000            35.3%            22.5%

                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Addie McConachie
704 Bridgeport Dr. # 3
Bismark, ND 58504                     44,000      44,000   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Carol Jean Gehlke
23 Corporate Plaza #180
Newport Beach, CA. 92660              30,800      30,800   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Ken Krickbaum
800 West Renner Rd. #2626
Richardson, TX 75080                  16,500      16,500   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Kevin Krickbaum
820 Preston Road
Red Oak, TX 75154                      6,600       6,600   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Maria Morado
2736 McKinney
Lancaster, TX 75146                    5,500       5,500   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Bette Grigorio
2043 Noble View Drive
Rancho Palos Verdes, CA90275           5,500       5,500   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Michelle Grigorio
800 West Renner Road #2626
Richardson TX, 75080                   6,600       6,600   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Clark Krickbaum
545 Fawn Ridge Drive # 120
Dallas, TX 75224                      16,500      16,500   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Cody Shane Living Trust
Dtd. 12/29/98
301 N. Joe Wilson # 511
Cedar Hill, TX 75104                  49,500      49,500   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Wade J. Vogel
1108 27th Street N.W
Mandan, ND 58554                      11,000      11,000   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

David Clifton
753 Bandit Trail
Keller, TX 76180                      11,000      11,000   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Arlin Mees
4727 Thunder Road
Dallas, TX 75224                       5,500       5,500   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Tammy Mees
2021 N. 3rd Street
Bismarck, ND 58501                     5,500       5,500   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Ralph Rodriguez
1334 Boyd Street
Cedar Hill, TX 75104                   5,500       5,500   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Aaron T. Solganic
2419 Ellis Street
Dallas, TX 75204                       5,500       5,500   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Ron Terranova
8533 Vivid Violet
Las Vegas, NV 89143                    5,500       5,500   *                *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------

Kelly Charles
87 Sea Holly
Henderson, NV 89014                  168,300     168,300               2%   *
                                   ---------   ---------   -------------    -------------
                                   ---------   ---------   -------------    -------------


Total Shares Registered for Sale                                  3,399,300
- --------------------------------------------------- ------------ -------------

* Denotes less than 1%


(1) Assumes sale of all shares offered by the selling security holders.



                                       16
(2) Represents our Officers and Directors who will be selling their shares.

In the event the selling  security-holders receive payment for the sale of their
shares, Shopathomekids.com, Inc. will not receive any of the proceeds from these
sales.  Shopathomekids.com,  Inc. is bearing all expenses in connection with the
registration of the shares for the selling security-holders.

The shares owned by the selling  security-holders  are being registered pursuant
to Rule 415 of the General Rules and  Regulations of the Securities and Exchange
Commission, which Rule pertains to delayed and continuous offerings and sales of
securities. In regard to the shares offered under Rule 415,  Shopathomekids.com,
Inc. has given certain undertakings in Part II of the Registration  statement of
which this  prospectus is a part which, in general,  commit  Shopathomekids.com,
Inc. to keep this prospectus  current during any period in which offers or sales
are made pursuant to Rule 415.

                            DESCRIPTION OF SECURITIES

General Description

The  securities  being  offered  are shares of common  stock.  The  Articles  of
Incorporation authorize the issuance of 100,000,000 shares of common stock, with
a par value of $0.001 and  50,000,000  shares of  preferred  stock at $0.001 The
holders of the Shares:  (a) have equal  ratable  rights to dividends  from funds
legally available therefore, when, as, and if declared by the Board of Directors
of  Shopathomekids.com,  Inc. ; (b) are entitled to share  ratably in all of the
assets of Shopathomekids.com, Inc. available for distribution upon winding up of
the  affairs  of   Shopathomekids.com,   Inc.  ;  (c)  do  not  have  preemptive
subscription  or  conversion  rights and there are no redemption or sinking fund
applicable thereto; and (d) are entitled to one non-cumulative vote per share on
all matters on which  shareholders  may vote at all  meetings  of  shareholders.
These  securities do not have any of the  following  rights:  (a)  cumulative or
special  voting  rights;  (b)  preemptive  rights to  purchase  in new issues of
Shares;  (c)  preference  as to  dividends  or  interest;  (d)  preference  upon
liquidation;  or (e) any other special rights or preferences.  In addition,  the
Shares are not convertible into any other security. There are no restrictions on
dividends under any loan other financing  arrangements or otherwise.  See a copy
of the  Articles  of  Incorporation,  and  amendments  thereto,  and  Bylaws  of
Shopathomekids.com,  Inc. , attached as Exhibit  3.1,  Exhibit  3.2, and Exhibit
3.3, respectively, to this Form SB-2.

Non-Cumulative Voting.

The holders of Shares of Common  Stock of  Shopathomekids.com,  Inc. do not have
cumulative  voting rights,  which means that the holders of more than 50% of our
outstanding Shares,  voting for the election of directors,  can elect all of the
directors to be elected,  if they so choose.  In this event,  the holders of the
remaining  Shares will not be able to elect any of  Shopathomekids.com,  Inc. 's
directors.  Our officers will hold approximately 56.4 percent of our outstanding
common stock. Therefore,  our Officers and Directors will be able to control the
vote on any matters requiring a shareholder vote.

Dividends.

We do not currently  intend to pay cash dividends.  Shopathomekids.com,  Inc. 's
proposed  dividend  policy  is to  make  distributions  of its  revenues  to its
stockholders  when   Shopathomekids.com,   Inc.  's  Board  of  Directors  deems
distributions appropriate.  Because Shopathomekids.com,  Inc. does not intend to
make cash distributions,  potential shareholders would need to sell their shares
to  realize a return on their  investment.  There  can be no  assurances  of the
projected  values of the shares,  nor can there be any guarantees of the success
of Shopathomekids.com, Inc. .

A  distribution  of  revenues  will  be  made  only  when,  in the  judgment  of
Shopathomekids.com, Inc. 's Board of Directors, it


                                       17
is in the best interest of  Shopathomekids.com,  Inc. 's  stockholders to do so.
The Board of Directors will review,  among other things,  the investment quality
and marketability of the securities considered for distribution; the impact of a
distribution  of the  investee's  securities  on its  customers,  joint  venture
associates,  management contracts, other investors,  financial institutions, and
our internal management,  plus the tax consequences and the market effects of an
initial or broader distribution of our securities.

Transfer Agent.

We have engaged the services of Nevada Agency and Trust Company of Reno,  Nevada
to act as transfer agent and registrar.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

No named  expert or counsel  was hired on a  contingent  basis,  will  receive a
direct or indirect  interest in the small  business  issuer,  or was a promoter,
underwriter,  voting  trustee,  director,  officer,  or  employee  of the  small
business issuer.

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

No  director  of  Shopathomekids.com,  Inc.  will  have  personal  liability  to
Shopathomekids.com,  Inc. or any of its  stockholders  for monetary  damages for
breach of  fiduciary  duty as a director  involving  any act or  omission of any
director  since  provisions  have been  made in the  Articles  of  Incorporation
limiting  liability.  The foregoing  provisions shall not eliminate or limit the
liability of a director (i) for any breach of the director's  duty of loyalty to
Shopathomekids.com,  Inc. or its stockholders, (ii) for acts or omissions not in
good faith or, which involve  intentional  misconduct or a knowing  violation of
law, (iii) under  applicable  Sections of the Texas Revised  Statutes,  (iv) the
payment  of  dividends  in  violation  of  Section  78.300 of the Texas  Revised
Statutes or, (v) for any transaction from which the director derived an improper
personal benefit.

The  By-laws  provide  for  indemnification  of  the  directors,  officers,  and
employees of  Shopathomekids.com,  Inc. in most cases for any liability suffered
by them or arising out of their activities as directors, officers, and employees
of  Shopathomekids.com,  Inc. if they were not engaged in willful misfeasance or
malfeasance in the performance of his or her duties;  provided that in the event
of a settlement the indemnification  will apply only when the Board of Directors
approves a settlement and  reimbursement  as being for the best interests of the
Corporation.  The Bylaws,  therefore,  limit the  liability  of directors to the
maximum extent permitted by Texas law (Section 78.751).

The  officers and  directors of  Shopathomekids.com,  Inc.  are  accountable  to
Shopathomekids.com,  Inc.  as  fiduciaries,  which  means they are  required  to
exercise good faith and fairness in all dealings  affecting  Shopathomekids.com,
Inc. . In the event that a shareholder  believes the officers  and/or  directors
have violated their fiduciary duties, the shareholder may, subject to applicable
rules of civil procedure,  be able to bring a class action or derivative suit to
enforce the shareholder's rights,  including rights under applicable federal and
state  securities  laws and  regulations to recover  damages from and require an
accounting by management..  Shareholders  who have suffered losses in connection
with the  purchase  or sale of their  interest  in  Shopathomekids.com,  Inc. in
connection with a sale or purchase,  including the misapplication by any officer
or director of the proceeds  from the sale of these  securities,  may be able to
recover those losses from Shopathomekids.com, Inc. .

The registrant undertakes the following:

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Act") may be permitted to
                                       18
directors,  officers  and  controlling  persons  of the  small  business  issuer
pursuant to the foregoing  provisions,  or otherwise,  the small business issuer
has been advised that in the opinion of the Securities  and Exchange  Commission
that  indemnification  is against  public policy as expressed in the Act and is,
therefore, unenforceable.

                             DESCRIPTION OF BUSINESS

SHOPATHOMEKIDS.COM, INC.

History and Organization

We were formed in the State of Texas as Yippyyahoo.com, Inc. on October 27 1999.
In June 2000 the our was changed to the current name of Shopathomekids.com, Inc.
At the time of the name change the President  Mrs. Romie  Krickbaum  resigned as
President.  As a result of the resignation of Mrs. Krickbaums,  Mr. Lewis Prowse
II was  elected as the new  president  and took  control  at that time.  Also in
February  2000  there  was a 1100 to 1  forward  split in  preparation  for this
registration  statement and the process of going public. We were formed to allow
kids  and  teens a  central  gathering  place  on the  internet  to  chat,  play
intereactive games and shop for kids and teens products in what we believe to be
a safe environment that promotes a moral lifestyle.

         Our  principal  office  location  is 223 E. FM 1382,  Suite 12720 Cedar
Hill, Texas, 75104 The telephone number is (817) 577-4726.

The Business


We are a  developmental  stage  company  that is in the  business  of  retailing
products to young consumers  eighteen years old or younger via the Internet.  We
intend to use the  internet  to  transact  business,  market our  products,  and
provide  customer  service.  The products  offered by us will include name brand
toys,  games,  electronics,  and software  that targets young  consumers.  Young
consumers will also be able to chat, send email, and play free games online.


We are  truly  virtual!  There  will  be no  storefront  and  little  inventory.
Customers  connect  via our  website  (www.shopathomekids.com),  where  they can
search a database of name brand products by title, author,  subject, or keyword.
If the customer  finds a product they want to buy, they then use online forms to
specify  shipping  information,  gift-wrapping,  etc. Payment is by credit card,
submitted  via the Web - the  transaction  is  safeguarded  by  encryption.  Our
encryption will allow secure storage of credit card  information  that cannot be
accessed  by the  merchant  account.  Only the owner of the credit  card will be
allowed  access  to his or her  information.  We plan to also  offer a means  to
prepay a credit  card for use by younger  consumers.  We intend to create a full
interactive  shopping  experience  by providing  the means to  communicate  with
customer service representatives via video-conferencing and/or an internet phone
as  technology  advances and offer  quality  service to  customers.  Through our
technology  we are able to  filter  the  types  of  websites  accessed  by users
directly form our website. In order for a user to go to another website that may
not be suitable for kids,  the user must leave our website  before access to the
unsuitable website can be gained.

Marketing


We are  currently  attempting  to introduce  our company to suppliers  and other
companies  that will allow us to offer more  products  through our website.  Our
primary efforts are being focused on telephone  introductions.  Thus far we have
secured the services of S.D.S.  Wholesale to provide products for  distribution.
We have been unable to secure  additional  alliances  because of the size of our
company and lack of experience of our management.


We intend to utilize several marketing channels to build our brand name and gain
market share. Traditional advertising

                                       19
such as TV, cable, radio,  newspapers,  and magazines will be used to market the
website to  consumers.  Also,  banner ads will be used at kids target sites over
the  Internet.  Shopathomekids.com  will form  strategic  alliances  with  other
Internet portals that target young consumers to build market share. According to
IDC,  online  merchants  pay anywhere  from $0.90 to $2.67 per visitor for large
volume marketing deals with portals.

Current  software  that  enables us to capture our  customer's  information  and
determine  buying  habits will be  utilized  to offer the younger  member a more
personalized  experience.  There are currently three types of technologies  that
help  better  manage  customer  relationships:  post-sales  follow-up,  customer
segmentation  and  evaluation,  and  stickiness  drivers.  They all automate and
facilitate the various aspects of customer relationship management.

We plan to utilize  Post-sales  follow-up to offer superior customer service for
all sales with  self-service  tools.  These include  lists of  frequently  asked
questions and their answers,  knowledge databases, and message boards. We intend
to  integrate  support  and  management  into  their  cost  of  sales.  Customer
evaluation and segmentation technologies help companies analyze and profile site
visitors so they can determine who the most profitable customers are. Stickiness
drivers are tools and programs that keep  customers  coming back to a particular
site. By deploying  these tools,  we can  streamline  our service  offerings and
costs,  evaluate  and  target  our  key-customer  base,  and market to them on a
one-to-one  basis.  This strategy  should build lifetime value and retention for
the long term.

We intend to make attempts  co-advertise with suppliers and well-known  Internet
portal  and  advertising  companies  to  increase  brand  awareness.  The key to
building market share and brand recognition is to gain exclusive  alliances with
suppliers and Internet advertisers. To achieve this, we must prove that we are a
viable candidate for long-term  growth,  and will require payments in advance to
"lock-in" advertising.

Marketing and Product Objectives

Our  marketing  intent is to take full  advantage of our brand  potential  while
building a base from which  other  revenues'  sources can be mined in the retail
business. These are detailed in three areas below:


|_|  Current Markets. We are not currently in any markets and we do not have any
     customers.  Our goal is to establish our brand at the retail level and gain
     access into the retail markets.  In addition,  we believe that after a full
     launch  of our web site and gain  customers  we will  attempt  to  increase
     consumer  awareness  and hope to  stimulate  repeat  purchases.  With  this
     increase in sales,  more desirable  supplier  distribution  channels should
     become available, increasing efficiency and saving costs.


|_|  New Markets.  We will attempt distribute and market its products worldwide,
     offering several languages and currency options to assist the international
     customer, allowing a simple purchase by the consumer.

We intend to register and trademark our brand name to prevent  competitors  from
copying our name.


KidZ-and-TeenZ Credit Card

We intend to enable our young consumers to use a Shopathomekids.com  credit card
online  controlled by parents,  grandparents,  or friends.  For example,  a kids
parent may want to prepay fifty dollars to provide a gift.  However,  the parent
may not want to pick  the  gift.  The kid can use the  credit  card to  transact
purchases  online and play video games,  while  learning the value of money.  We
intend to partner with a financial  institution to provide a secure  transaction
processing system and limit the risks associated with credit card processing. We
also intend to build an internal transaction  processing system that will enable
in house servers to provide fast execution of customer transactions.

Recently,  four sites have  launched,  that make it easy for kids to shop online
without their own credit card. ICanBuy, RocketCash, Cybermoola, and DoughNET let
parents set up accounts for their kids with a credit card, cash or money

                                       20
order. Parents can set spending limits and keep track of what's being purchased.
All of the sites  position  themselves as  environments  where kids can learn to
manage money and credit. We will  differentiate  ourself by providing a complete
shopping experience to young consumers.

Competition

Our major  competition  will be companies that have a great deal more assets and
established sales such as Amazon.com,  E-toys, and Toys R us. We realize that we
can not compete  directly with these  companies  however,  we do believe that we
have  differences  that will make our website  appealing.  The  differences  are
listed below in the section labeled "Points of Difference"

Points of Difference


There are  several  "points  of  difference"-characteristics  that  should  make
Shopathomekids.com more attractive to young consumers:



1.   Interactive  shopping;  Shopathomekids.com  intends to offer the customer a
     simple and exciting shopping experience. Young consumers will interact with
     others  online  and  interact  with  customer  service.  Chat rooms will be
     available as will email capabilities.  Young consumers will be able to play
     online video games once they have gained  access to the  website.  The fact
     that consumers can play games and shop within the same web site should make
     our web site more attractive.


2.   Credit  Card for Young  Consumers;  Shopathomekids.com  intends to offer to
     kids a prepaid  credit card for online  purchases.  Parents can  purchase a
     gift by prepaying the card. The kid selects the product to be purchased.




           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

The following  financial  review and analysis is intended to assist  prospective
investors in understanding and evaluating the financial condition and results of
operations of  Shopathomekids.com,  Inc.,  for the year ended November 30, 2000.
This information  should be read in conjunction with their Financial  Statements
and  accompanying  notes thereto,  "Selected  Financial Data" and other detailed
information  regarding  Shopathomekids.com,  Inc.  appearing  elsewhere  in this
Prospectus.

                                    OVERVIEW


We were formed in October 1999 as  Yippyyahoo.com,  Inc. as a website that would
offer  products,  video games and chat areas for kids and teens under the age of
18. In June 2000 the name was changed to its current name of Shopathomekids.com,
Inc.  and has  been  operating  under  that  name  since.  We  plan  to  offer a
proprietary credit card system that will allow young people to purchase products
through the internet. The purchaser will only be able to purchase products in an
amount no more than the amount of credit that has been credited to their card.



                                       21
                              RESULTS OF OPERATIONS

Limited Operations


Since  inception  in October 1999 we reported a loss of ($31,660) as of November
30, 2000 or a loss of ($0.003)  per share.  We have only had limited  operations
and have not had any revenues through November 30, 2000 since our  incorporation
in October 1999. As of November 30, 2000 we have been conducting web development
and contacting  possible  suppliers and  distributors  for products that will be
offered on our website.  We have secured S.D.S Wholesale as the initial supplier
for our products.  S.D.S.  Wholesale  supplies  products to small retail outlets
primarily in the eastern united states.


Capital and Liquidity

Liquidity  is  a  measure  of  a  company's   ability  to  meet  potential  cash
requirements,  including ongoing  commitments to fund lending activities and for
general  purposes.  We have  relied on loans from  shareholders  in the past for
operating expenses.

We have a significant  ongoing  liquidity needs to support our existing business
and continued growth.  Our liquidity is actively managed on a periodic basis and
our financial status,  including our liquidity,  is reviewed periodically by our
management.  This process is intended to ensure the  maintenance  of  sufficient
funds to meet our ongoing capital needs.

We have  historically  relied  upon loans from  shareholders  to provide for our
capital  requirements.   Management  believes  that  funds  received  from  this
offering,  together with cash on hand at November 30, 2000 will be sufficient to
provide for our  capital  requirements  for at least the next 12 months.  We may
seek  additional  equity  financing  in the fourth  quarter  of 2001  through an
offering  of our  common  stock,  and  contemplate  that this  offering,  before
expenses  relating to the offering,  will be no less than $2 million and no more
than $5  million.  There can no  assurance  that we will be able to  complete an
additional offering of our common stock.

                           12 MONTH PLAN OF OPERATION


Fourth Quarter 2000- Third Quarter 2001


We are  developing  a website  community  that will offer access to online video
games and  shopping,  as well as,  chat  rooms that cater to both young kids and
teenagers.  We will attempt to form strategic  partnerships with wholesalers and
distributors of brand name  merchandise  including toys,  games, and electronics
that will enable us to sell to consumers directly over the Internet. In addition
to solidifying  partnerships with established shippers to ensure timely delivery
of merchandise to the consumer.


We are making  efforts to form strategic  alliances with other Internet  portals
that target young  consumers to build market share and try to form  alliances in
order to  co-advertise  with suppliers and with companies such as AOL and Yahoo!
to increase brand  awareness.  We are also in the process of creating banner ads
and will promote banner ad exchange  opportunities with other web sites in order
to increase  market share.  We have secured the services of S.D.S Wholesale as a
distributor for products that will be ordered.

We will continue  development of our online credit card,  which is controlled by
parents,  grandparents,  or friends,  which  enables  young  consumers  to use a
shopathomekids.com credit card. The credit card system is scheduled to go online
by the second  quarter of 2001.  Our website is  scheduled  to go online  midway
through the first quarter of 2001. At that time, until our credit card system is
operational, customers will be able to purchase products through the traditional
method of placing the credit card  information in a  standardized  form. We also
expect to have several other languages and currency options developed and in use
by the third quarter of 2001.

                                       22
We are currently  testing our website.  It is  operational  however,  we are not
accepting  orders at this time. Our developers  will continue to test the system
to ensure optimal  performance of all systems from Log on to shipment of product
and  customer  satisfaction.  We plan to have all of our  testing  completed  by
midway  through the first quarter of 2001 in order to do a limited launch of our
website.

During  the  fourth  quarter  2000 and first  quarter  2001 we intend to conduct
several  test runs of the entire  system,  conduct  site  analysis,  transaction
analysis  and  evaluate   accordingly,   hardware,   software,   and   personnel
requirements to initiate a full launch of our website second quarter 2001.

RECENT ACCOUNTING PRONOUNCEMENTS

In  June  1998,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Statements of Financial  Accounting  Standards ("SFAS") No. 133,  ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES,  which establishes accounting and
reporting standards for derivative instruments and hedging activities.  SFAS No.
133 requires  recognition  of all  derivative  instruments  in the  statement of
financial  position  as either  assets or  liabilities  and the  measurement  of
derivative instruments at fair value. SFAS No. 133 is effective for fiscal years
beginning after June 15, 1999. FAS 137 amended FAS 133 and changed the effective
date for fiscal years  beginning  after June 15, 2000.  The adoption of SFAS No.
133  and  137  is  not   expected  to  affect  the   financial   statements   of
Shopathomekids.com, Inc.

MARKET SUMMARY

Our main focus is to fulfill a demand for more kid  oriented  websites  that are
safe and secure.

The  following  has  been  provided  to show  the  current  type of  market  and
statistical  data in relation  to the market  Shopathomekids.com,  Inc.  will be
competing in:


|_|  FIND/SVP  reports that 14% of the under-18  consumer is currently online in
     the U.S. There are currently more than 10 million children online today. 45
     million children are expected to be online by 2002.

|_|  Computer  Intelligence  reports that more than 50% of U.S.  households with
     kids own PC's.

|_|  USA Today  reports  that 98% of U.S.  teens have used a  computer.  And, of
     those, 32% of 16 and 17 year olds spend 5+ hours a week online.

|_|  Jupiter  Research reports that the number of kids with classroom Web access
     will increase from 1.5 million in 1996 to 20.0 million in 2002.

                             DESCRIPTION OF PROPERTY

We currently own the following property in connection with our operations:

     (a) We currently  have computer  equipment,  software and office  furniture
valued at $17,420.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


We have a loan  outstanding  to one of our  shareholders  Carol Jean  Gelhke for
$30,000 and is payable by the year 2002.  For more  information  concerning  the
promissory note please SEE EXHIBIT 99.1. We have an additional loan  outstanding
to one of our shareholders Mr. Clark Krickbaum of $10,000 from October 28, 1999.
We will pay $10,000  interest  if the note is paid  within 18 months;  if repaid
after  18  months,  we will  pay  interest  of  $20,000.  . Ms.  Gelhk e and Mr.
Krickbaum  are  shareholders  only and are not  affiliated  with us in any other
manner.  On or about November 29 we issued  8,140,000 shares of our common stock
to our founders valued at $8,140. We also issued 168,300

                                       23

shares of our common stock for  preparation  of this  registration  statement to
shareholder  Kelly Charles valued at $14,020.  This  transaction can be found in
NOTE  # 5  OF  NOTES  TO  FINANCIAL  STATEMENTS  concerning  non-cash  financing
activities.  As  stated  in  note # 5 one of our  directors,  Mrs.  Tarja  Mees,
contributed  fixed assets with a historical cost basis of $13,400.  The value of
these assets have been  determined  by using the value of the original  purchase
price due to the contemporaneous purchase of assets and contribution.


Our Board of Directors has determined that the services and assets provide to us
by affiliates  were at a reasonable  value because of the flexibility in payment
terms and the lack of working  capital at the time the services  were  performed
and assets were contributed.




                            MARKET FOR COMMON EQUITY
                        AND RELATED STOCKHOLDER MATTERS.

     (a)  Market Information.
         Shopathomekids.com, Inc. 's Shares are not traded.

     (b)  Holders of Common Equity.
         As of November 30, 2000,  there were 21  shareholders  of record of our
         common stock.

      (c)  Dividends.

         We have not declared or paid a cash dividend to Stockholders. The Board
         of  Directors  presently  intends to retain any earnings to finance our
         operations  and does not  expect to  authorize  cash  dividends  in the
         foreseeable  future.  Any payment of cash  dividends in the future will
         depend upon Shopathomekids.com,  Inc. 's earnings, capital requirements
         and other factors.


                             EXECUTIVE COMPENSATION

(a)  No officer or  director  of  Shopathomekids.com, Inc. is  receiving  any
     remuneration at this time and does not plan to offer any remuneration
     until the corporation has sustained revenues.

(b)  There are no annuity, pension or retirement benefits proposed to be paid to
     officers,  directors,  or  employees  of the  corporation  in the  event of
     retirement at normal  retirement  date  pursuant to any presently  existing
     plan  provided  or  contributed  to  by  the  corporation  or  any  of  its
     subsidiaries.

(c)  No  remuneration  is proposed to be in the future directly or indirectly by
     the  corporation  to any  officer  or  director  under  any  plan  which is
     presently existing.










                                       24

FINANCIAL STATEMENTS


      Set forth below are the our audited  financial  statements  for the period
ended July 31, 2000.  The following  financial  statements  are attached to this
report and filed as a part thereof.


Shopathomekids.com  has adopted the provisions of Financial Accounting Standards
Board  Statement No. 109,  Accounting for Income Taxes.  They account for income
taxes pursuant to the  provisions of the Financial  Accounting  Standards  Board
Statement No. 109,  "Accounting  for Income Taxes",  which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary  differences  between the carrying
amounts and the tax basis of assets and liabilities.


Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  on
contingent assets and liabilities at the date of the financial  statements,  and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.













                                       25



                            SHOPATHOMEKIDS.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                  JULY 31, 2000








                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS








CONTENTS


                                                              

INDEPENDENT AUDITORS' REPORT                                     1

BALANCE SHEET                                                    2

STATEMENT OF OPERATIONS                                          3

STATEMENT OF STOCKHOLDERS' DEFICIENCY                            4

STATEMENT OF CASH FLOWS                                          5

NOTES TO  FINANCIAL STATEMENTS                                   6-9


















                          INDEPENDENT AUDITORS' REPORT




TO THE BOARD OF DIRECTORS OF SHOPATHOMEKIDS.COM, INC.

We have audited the accompanying  balance sheet of  Shopathomekids.com,  Inc. (A
Development  Stage  Company) as of July 31, 2000 and the related  statements  of
operations,  stockholders' equity and cash flows for the period from October 27,
1999  (inception)  to  July  31,  2000.  These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Shopathomekids.com,  Inc. as of
July 31,  2000 and the  results  of its  operations  and its cash  flows for the
period from October 27, 2000  (inception)  to July 31, 2000 in  conformity  with
generally accepted accounting principles.




                                        MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                                                    Certified Public Accountants

New York, New York
August 25, 2000












                                                     November 30,    July 31,
                                                      2000            2000
                                                     ------------   -----------
                                                     ------------   -----------
 .................................................            
      ASSETS ........................................               (unaudited)
       Current assets
           Cash and cash equivalents ................   $           $
                                                             516       8,881

       Property and equipment, net of accumulated
        depreciation of 4,100 and $2,600 ............     18,217
                                                                          14,820
       Other assets .................................     34,026
                                                                          34,020
                                                        --------    --------
                                                        --------    --------

              Total assets ..........................   $ 52,753    $ 57,721
                                                        ========    ========
                                                        ========    ========

      LIABILITIES AND STOCKHOLDER'S EQUITY
       Current Liabilities
           Accrued interest
                                                           7,825       4,125
           Notes payable ............................     10,000      10,000
                                                                    --------
                                                        --------    --------
           Total current liabilities ................     17,825      14,125

       Notes payable, less current portion ..........     30,000      30,000
                                                                    --------
                                                        --------    --------

              Total liabilities .....................     47,825      44,125
                                                                    --------
                                                        --------    --------

      STOCKHOLDERS' EQUITY
        Preferred stock, $0.001 par value;
          50,000,000 shares authorized, no shares
          issued and outstanding ....................       --
                                                                    --------
        Common stock, $0.001 par value;
          100,000,000 shares authorized,
          8,418,300 shares issued and outstanding
                                                           8,418       8,418
        Additional paid in capital ..................     28,170      28,170
        Deficit accumulated during
          the development stage .....................    (31,660)    (22,992)
                                                        --------    --------
                                                        --------    --------
              Total stockholders' equity ............      4,928      13,596
                                                        --------    --------
                                                        --------    --------

           Total liabilities and stockholders' equity     52,753    $ 57,721
                                                        ========    ========
                                                        ========    ========


The accompanying notes are an integral part of these financial statements.

                                      - 2 -





                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS




                                October 27, 1999
                                    August 1, 2000 to      (inception) to       October 27, 1999
                                                              July 31,           (inception) to
                                   November 30, 2000          2000              November 30, 2000
                                 --------------------  -------------------- ----------------------
                                 --------------------  -------------------- ----------------------
                                     (unaudited)                                 (unaudited)
                                                                           
Revenue                                    $             $                            $
                                           -----------   ----------------   -----------

Website development                               --                4,330         4,330

Marketing, general and administrative            3,468             10,562        14,030

Interest expense                                 3,700              5,500         9,200

Depreciation expense                             1,500              2,600         4,100

                                           -----------   ----------------   -----------
                                           -----------   ----------------   -----------

Loss from operations before income taxes        (8,668)           (22,992)      (31,660)

Income tax expense                                --                 --            --

                                           -----------   ----------------   -----------
                                           -----------   ----------------   -----------

Net loss                                   $    (8,668)  $        (22,992)  $   (31,660)
                                           ===========   ================   ===========
                                           ===========   ================   ===========

Net loss per share - basic and diluted     $      --     $           --     $      --
                                           ===========   ================   ===========
                                           ===========   ================   ===========

Weighted average shares outstanding          8,418,300          8,281,680     8,315,203
                                           ===========   ================   ===========
                                           ===========   ================   ===========





The accompanying notes are an integral part of these financial statements.

                                      - 3 -





                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY




                                                                                   Deficit
                                                Common  Stock       Additional    Accumulated
                                                                      Paid-in   During Development
                                                                                    
*                                             Shares      Amount     Capital        Stage        Total
Balance, October 27, 1999                       --     $    --     $    --      $    --              $
  Issuance of founders shares,
   November 20, 1999                       8,140,000       8,140      (8,140)        --           --


  Contribution of fixed assets                  --          --        13,400         --         13,400


  Sale of shares, November 20, 1999           49,500          49       4,077         --          4,126


  Issuance of shares for interest,
   November 20, 1999                          16,500          17       1,358         --          1,375


  Issuance of shares for services,
   November 20, 1999                          44,000          44       3,623         --          3,667


  Issuance of shares for services,
   June 14, 2000                             168,300         168      13,852         --         14,020


  Net loss                                      --          --          --        (22,992)     (22,992)

                                           ---------   ---------   ---------    ---------    ---------
                                           ---------   ---------   ---------    ---------    ---------

  Balance, July 31, 2000                   8,418,300       8,418      28,170      (22,992)      13,596


  Net loss                                      --          --          --         (8,668)      (8,668)

                                           ---------   ---------   ---------    ---------    ---------
                                           ---------   ---------   ---------    ---------    ---------

  Balance, November 30, 2000 (unaudited)   8,418,300   $   8,418   $  28,170    $ (31,660)   $   4,928

                                           =========   =========   =========    =========    =========





The accompanying notes are integral part of these financial statements.

                                      - 4 -

                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS


                                                                             October 27, 1999  October 27, 1999
                                                        August 1, 2000 to    (inception) to    (inception) to
                                                         November 30, 2000   July 31, 2000       November 30, 2000
                                                       --------------------- ---------------- ---------------------
                                                       --------------------- ---------------- ---------------------
                                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES                               (unaudited)  -----      (unaudited)
Net loss                                                             $ (8,668)   $(22,992)   $(31,660)
Adjustments to reconcile net loss to net cash used
by operating activities:
Expenses paid by stockholder
                                                                      1,500       2,626       2,626
Depreciation
                                                                        -         2,600       4,100
Common stock issued for services
                                                                        -         3,667       3,667
Increase in accrued interest
                                                                      3,700       5,500       9,200
                                                                     ------------------------------
                                                                     ------------------------------

Net cash used in operating activities                                (3,468)     (8,599)    (12,067)

                                                                    -------------------- -----------
                                                                    -------------------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment                                                (4,897)     (4,020)     (8,917)
                                                                    -------------------- -----------
                                                                                         -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable                                             -        40,000      40,000

Increase in deferred offering costs                                     -       (20,000)    (20,000)

Sale of common stock                                                    -         1,500       1,500

                                                                  ---------------------------------
                                                                  ---------------------------------

Net cash provided by financing activities                              -        21,500      21,500

                                                                  ---------------------------------
                                                                  ---------------------------------

Net (decrease) increase in cash and cash equivalents                 (8,365)      8,881         516



CASH AND CASH EQUIVALENTS - Beginning
of period                                                           8,881         -           -

                                                                ------------------------------------
                                                                ------------------------------------

CASH AND CASH EQUIVALENTS - End of period                          $    516    $  8,881    $    516

                                                                 ===================================
                                                                  =================================


     SUPPLEMENTAL INFORMATION:
         During the initial  period  October 21, 1999 to November 30, 2000,  the
         Company paid no cash for interest or income taxes (unaudited).

         During the  initial  period  October  21,  1999 to July 31,  2000,  the
Company paid no cash for interest or income taxes.

The accompanying notes are an integral part of these financial statements.

                                      - 5 -






                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2000



NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Shopathomekids.com,  Inc.  (the  "Company")  is  currently  a  development-stage
company  under  the  provisions  of the  Financial  Accounting  Standards  Board
("FASB") Statement of Financial Accounting Standards ("SFAS") NO. 7. The Company
was  incorporated  under the laws of the state of Texas on October  27,  1999 as
Yippyyahoo.com, Inc. and changed its name on June 2, 2000.

The Company is a  business-to-consumer  ("B2C") Internet portal that enables the
younger  consumer (under 18) the ability to purchase safely online,  Email,  and
chat with  others.  The Company has  developed a website  community  that offers
access to online video games and  shopping,  as well as chat rooms that cater to
both young  kids and  teenagers.  A  proprietary  credit  card is  currently  in
development,  called  the  KidZ-n-TeenZ  credit  card,  that will  enable  young
consumers to transact  online.  The following  domain names have been registered
and are currently in use:

                               www.shopathomekids.com
                               www.kidz2000.com
                               www.teenz2000.com

Unaudited Financial Information
In the opinion of the Company, the accompanying unaudited consolidated financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
adjustments)  necessary to present fairly its financial  position as of November
30, 2000 and the results of its operations and cash flows for the initial period
ended  November 30, 2000.  These  statements  are condensed and therefore do not
include all of the  information  and  footnotes  required by generally  accepted
accounting principles for complete financial statements.

Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Cash and Cash Equivalents
The Company  considers all highly  liquid  investments  purchased  with original
maturities of three months or less to be cash equivalents.



                                      - 6 -





                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2000



NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
(Continued)
                    Property and Equipment
                    Property and equipment is stated at cost and are depreciated
                    using the  straight-line  method over their estimated useful
                    lives, generally five years.

                    Maintenance and repairs are charged to expense as incurred.

                    Concentration of Credit Risk
                    The  Company  places  its  cash in what  it  believes  to be
                    credit-worthy financial institutions. However, cash balances
                    may exceed FDIC insured  levels at various  times during the
                    year.

Fair Value of Financial Instruments
                    The carrying value of cash and cash  equivalents and accrued
                    expenses approximates fair value due to the relatively short
                    maturity of these  instruments.  The carrying value of notes
                    payable  approximates  fair  value as the  instruments  were
                    issued currently at market rates.

                    Long-lived Assets
                    Long-lived  assets  to be held  and used  are  reviewed  for
                    impairment  whenever  events  or  changes  in  circumstances
                    indicate  that  the  related  carrying  amount  may  not  be
                    recoverable.  When required,  impairment losses on assets to
                    be held and used are  recognized  based on the fair value of
                    the  assets  and  long-lived  assets to be  disposed  of are
                    reported at the lower of carrying  amount or fair value less
                    cost to sell.

                    Income Taxes
                    Income taxes are provided for based on the liability  method
                    of  accounting  pursuant  to SFAS No. 109,  "Accounting  for
                    Income Taxes".  Deferred  income taxes, if any, are recorded
                    to  reflect  the  tax   consequences   on  future  years  of
                    differences  between the tax bases of assets and liabilities
                    and their financial reporting amounts at each year-end.

                    Earnings Per Share
                    The Company calculates earnings per share in accordance with
                    SFAS  No.  128,   "Earnings  Per  Share",   which   requires
                    presentation  of  basic  earnings  per  share  ("BEPS")  and
                    diluted earnings per share ("DEPS"). The computation of BEPS
                    is  computed  by  dividing   income   available   to  common
                    stockholders  by the weighted  average number of outstanding
                    common  shares  during the period.  DEPS gives effect to all
                    dilutive  potential  common  shares  outstanding  during the
                    period.  The computation of DEPS does not assume conversion,
                    exercise or  contingent  exercise of  securities  that would
                    have an  antidilutive  effect  on  earnings.  As of July 31,
                    2000,  the Company has no securities  that would effect loss
                    per share if they were to be dilutive.


                                      - 7 -






                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2000



NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
(Continued)
                    Earnings Per Share (continued)
                    On June 12, 2000,  the Company  effected a 1,100 for 1 stock
                    split.  All  share and per  share  items in these  financial
                    statements have been retroactively  restated to reflect this
                    stock split.

                    Comprehensive Income
                    SFAS No. 130, "Reporting Comprehensive Income",  establishes
                    standards  for the  reporting  and display of  comprehensive
                    income and its components in the financial  statements.  The
                    Company  had no  items  of other  comprehensive  income  and
                    therefore  has not  presented a statement  of  comprehensive
                    income.

Offering Costs
                    Offering costs consist primarily of professional fees. These
                    costs are charged  against  the  proceeds of the sale of the
                    common stock in the periods in which they occur.

   NOTE 2 -       PROPERTY AND EQUIPMENT

                    Property and equipment is summarized as follows:

                                                                                                           
                                                                                               November 30,          July 31,
                                                                                                      2000              2000
                                                                                               -------------      ------------
                    Computer Equipment & Software                                            $      18,317       $      13,420
                    Furniture and Fixtures                                                            4,000              4,000
                                                                                                -----------       ------------
                                                                                                    22,317              17,420
                    Less: Accumulated Depreciation                                                    4,100              2,600
                                                                                               ------------       ------------
                                                                                             $      18,217       $      14,820
                                                                                             =============       =============


                    Depreciation  expense for the period ended July 31, 2000 was
                    $2,600,  and for the  period  ended  November  30,  2000 was
                    $4,100.

   NOTE 3 -   NOTES PAYABLE

                    The  Company  is  obligated  under  two  notes  payable,  as
follows:

o $10,000  pursuant to a note dated  October  28,  1999.  The  Company  will pay
$10,000  interest  if the note is paid  within 18  months;  if  repaid  after 18
months, the Company will pay interest of $20,000.

o $30,000  pursuant to a note dated June 5, 2000. The note bears interest at 10%
per year and is due on June 5, 2002.



                                      - 8 -






                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2000



   NOTE 4 -   OTHER ASSETS

                    Other assets consist of offering costs which will be charged
                    to the proceeds of the sale of common stock in the period in
                    which it occurs.

   NOTE 5 -       NON-CASH FINANCIAL ACTIVITIES

                         16,500 shares of common stock,  valued at $1,375,  were
issued as a payment of interest on a note.

                         44,000 shares of common stock,  valued at $3,667,  were
issued as a payment for services.

                         168,300 shares of common stock, valued at $14,020, were
issued as a payment for services.

                         Stockholders contributed fixed assets with a historical
cost basis of $13,400.




                                      - 9 -


        CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING MATTERS


None.

                PART TWO. INFORMATION NOT REQUIRED IN PROSPECTUS


                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

Information  on  this  item  is  set  forth  in  Prospectus  under  the  heading
"Disclosure  of  Commission  Position  on  Indemnification  for  Securities  Act
Liabilities."

                   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Information on this item is set forth in the  Prospectus  under the heading "Use
of Proceeds."

                     RECENT SALES OF UNREGISTERED SECURITIES



On or about November 20 1999, we issued  8,140,000 shares of our common stock to
our founders in a transaction  which we believe  satisfies the  requirements  of
that  certain   exemption  from  the   registration   and  prospectus   delivery
requirements of the Securities Act of 1933,  which exemption is specified by the
provisions of Section 4(2) of the Securities Act of 1933, as amended. The shares
were issued as payment for consulting services valued at $8,140.


On or about  November  20, 1999 we issued  16,500  shares of our common stock to
Carol Jean Gehlke in a transaction  which we believe  satisfies the requirements
of  that  certain  exemption  from  the  registration  and  prospectus  delivery
requirements of the Securities Act of 1933,  which exemption is specified by the
provisions of Section 4(2) of the Securities Act of 1933, as amended. The shares
were issued as an interest  payment on a note to a shareholder and was valued at
$1,375.


On or about  November  20, 1999 we issued  44,000  shares of our common stock to
Addie McConachie in a transaction which we believe satisfies the requirements of
that  certain   exemption  from  the   registration   and  prospectus   delivery
requirements of the Securities Act of 1933,  which exemption is specified by the
provisions of Section 4(2) of the Securities Act of 1933, as amended. The shares
were issued as payment for business  consulting  services  provided to us, which
were valued at $3,667.


On or about June 14, 2000, we issued 168,300 shares of our common stock to Kelly
Charles in a transaction  which we believe  satisfies the  requirements  of that
certain exemption from the registration and prospectus delivery  requirements of
the  Securities Act of 1933,  which  exemption is specified by the provisions of
Section 4(2) of the Securities  Act of 1933, as amended.  The shares were issued
as payment for  consulting  services  provided to us  throughout  the process of
going public, which were valued at $14,020.



                                    EXHIBITS

The Exhibits  required by Item 601 of Regulation S-B, and an index thereto,  are
attached.

                                  UNDERTAKINGS

The undersigned registrant hereby undertakes to:

(a) (1) File,  during  any  period in which it  offers  or sells  securities,  a
post-effective amendment to this registration statement to:

(i)  Include any prospectus required by section10(a)(3) of the Securities Act;


(ii)  Reflect  in the  prospectus  any facts or events  which,  individually  or
together,  represent a fundamental change in the information in the registration
statement.  (iii) Include any additional or changed material  information on the
plan of distribution.


(2)  For   determining   liability   under  the   Securities   Act,  treat  each
post-effective  amendment  as a new  registration  statement  of the  securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering.


                                       26
(3) File a  post-effective  amendment  to remove  from  registration  any of the
securities that remain unsold at the end of the offering. .

(b) Provide to the  underwriter  at the closing  specified  in the  underwriting
agreement  certificates in the appropriate  denominations  and registered in the
appropriate  names as required by the  underwriter to permit prompt  delivery to
each purchaser.


(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission that indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against the  liabilities  mentioned  (other than the
payment by the small business issuer of expenses incurred or paid by a director,
officer or  controlling  person of the small  business  issuer in the successful
defense of any action, suit or proceeding) is asserted by any director,  officer
or controlling  person in connection with the securities being  registered,  the
small business issuer 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 an  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of this type of issue.



Exhibit                     Description
Number

3.1               Articles of Incorporation*

3.2               Bylaws*

3.3               Certificate of Amendment*

  3.4             Certificate of Amendment*

  5.1             Opinion Re: Legality **         See 23.1 Consent of Counsel

 23.1             Consent of Counsel*

 23.2             Consent of Accountant*

 24.1             Power of Attorney**             See Signature Pages

 27.1             Financial Data Schedule*

 99.1             Promissory Note to Shareholder     *

 99.2             Subscription Agreement     *

99.3              Summary of Oral Agreement between
                  Officer and Director and Shopathomekids.com, Inc.**

99.4              Distribution between S.D.S. Wholesale
                  and Shopathomekids.com, Inc.**


*Filed By Previous Amendment

** Filed with this Amendment





                                   SIGNATURES


In accordance  with the  requirements of the Securities Act of 1933, as amended,
we certify  that we have  reasonable  grounds to believe that we meet all of the
requirements of filing on Form SB-2 and authorized this  Registration  Statement
to be signed on our behalf by the undersigned,  in the city of Cedar Hill, state
of Texas, on January 14, 2001.



                                        Shopathomekids.com, Inc.


                                                          By:/s/ Lewis Prowse II

                                                                 Lewis Prowse II

                                                                       President

In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  was  signed on this  10the day of  January,  2001,  the
following persons in the capacities and on the dates stated:



                            
SIGNATURE              TITLE      DATE



/s/ Lewis Prowse II    Director   January 14, 2001


/s/ Tara Mees          Director   January 14, 2001

/s/ Romie Krickbaum    Director   January 14, 2001


/s/ Larry Ballard      Director   January 14, 2001







                                       27



                                POWER OF ATTORNEY


 Each person whose signature  appears below  constitutes and appoints and hereby
authorizes   Lewis   Prowse  II  with  the  full  power  of   substitution,   as
attorney-in-fact,  to sign in such  person's  behalf,  individually  and in each
capacity  stated below,  and to file any  amendments,  including  post-effective
amendments to this Registration  Statement.  In accordance with the requirements
of the Securities  Act of 1933,  this  Registration  Statement was signed by the
following persons in the capacities and on the dates stated.





                            
SIGNATURE              TITLE      DATE



/s/ Lewis Prowse II    Director   January 14, 2001


/s/ Tara Mees          Director   January 14, 2001

/s/ Romie Krickbaum    Director   January 14, 2001


/s/ Larry Ballard      Director   January 14, 2001