AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 2004
Registration No. 333-103072

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 4 TO FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE CHILDREN'S INTERNET, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

NEVADA 7374 88-0370247
- ------------------------------- ---------------------------- -------------
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)

2401 Crow Canyon Road, Suite 201
San Ramon, California 94583
(925) 362-9306
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

Sholeh Hamedani
The Children's Internet, Inc.
2401 Crow Canyon Road, Suite 201
San Ramon, California 94583
(925) 406-2364
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF
AGENT FOR SERVICE OF PROCESS)

Copies to:
Oswald & Yap
16148 Sand Canyon Avenue
Irvine, CA 92618
(949) 788-8900

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

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, 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 registration statement number of
the earlier effective registration statement for the same offering. [ ]

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

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

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

CALCULATION OF REGISTRATION FEE

MAXIMUM
TITLE OF EACH CLASS AGGREGATE MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PRICE PER SHARE[1] PRICE REGISTRATION FEE
- ------------------- ------------ ------------------ ------------------ -----------------

Common Stock,
par value $0.001 5,118,500[2] $ 2.00 $ 10,237,000 $ 942

Total 5,118,500 $ 2.00 $ 10,237,000 $ 942

_________________________________
1 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) and (o) to the Securities Act of 1933. The selling
stockholders will sell at a price $2.00 per share, provided that in the event
that our shares become quoted on the OTC Bulletin Board or some other securities
market, selling stockholders may sell their shares at then-prevailing prices or
in privately negotiated transactions.

2 Consists of 1,118,500 shares of common stock being registered for sale by
the selling stockholders and 4,000,000 shares of common stock being registered
for sale in a direct public offering by the Company.

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 share thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE AMENDED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS 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.

SUBJECT TO COMPLETION, DATED FEBRUARY 12, 2004

THE CHILDREN'S INTERNET, INC.

PROSPECTUS

5,118,500 SHARES OF COMMON STOCK

We are offering for sale a maximum of 4,000,000 shares of our common stock
in a self-underwritten offering directly to the public. There is no minimum
amount of shares that we must sell in our direct offering, and therefore no
minimum amount of proceeds will be raised. No arrangements have been made to
place funds into escrow or any similar account. Upon receipt, offering proceeds
will be deposited into our operating account and used to conduct our business
and operations. We are offering the shares without any underwriting discounts or
commissions. The purchase price is $2.00 per share. If all of the shares offered
by us are purchased, the proceeds to us will be $8,000,000.

This is our initial public offering and no public market currently exists for
shares of our common stock.

We are also registering 1,118,500 shares of common stock for sale by certain of
our stockholders. The selling stockholders may offer and sell the shares from
time to time in negotiated transactions at $2.00 per share. In the event that
our shares become quoted on the OTC Bulletin Board, selling stockholders may
sell their shares at then-prevailing prices or in privately negotiated
transactions.

The offering will terminate 12 months after this registration statement is
declared effective by the Securities and Exchange Commission. However, we may
extend the offering for up to one year following the twelve-month offering
period.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
INVEST IN OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE
INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Our principal executive offices are located at
2401 Crow Canyon Road, Suite 201, San Ramon, California 94583.
Our telephone number is (925) 406-2364.

THE DATE OF THIS PROSPECTUS IS ___________________, _____.

THE CHILDREN'S INTERNET, INC.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The information contained in this prospectus is
accurate only as to the date of this prospectus, regardless of the time of
delivery of the prospectus or of any sale of the common stock.

PROSPECTUS SUMMARY.......................................................... 1
RISK FACTORS................................................................ 4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS........................... 8
USE OF PROCEEDS............................................................. 9
DIVIDEND POLICY............................................................. 9
CAPITALIZATION.............................................................. 9
DILUTION.................................................................... 9
SELECTED FINANCIAL DATA..................................................... 10
PLAN OF OPERATION........................................................... 11
BUSINESS OF THE COMPANY..................................................... 19
ONLINE PROMOTION............................................................ 42
FREE CD DISTRIBUTION........................................................ 42
PRICING CONSIDERATIONS...................................................... 44
MANAGEMENT.................................................................. 48
EXECUTIVE COMPENSATION...................................................... 45
SELLING STOCKHOLDERS........................................................ 52
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............................. 50
DESCRIPTION OF SECURITIES................................................... 57
MARKET FOR COMMON EQUITY.................................................... 57
PLAN OF DISTRIBUTION........................................................ 59
INDEMNIFICATION............................................................. 61
LEGAL MATTERS............................................................... 62
EXPERTS..................................................................... 62
WHERE YOU CAN FIND MORE INFORMATION......................................... 62

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.

PROSPECTUS SUMMARY

This summary highlights selected information in this prospectus, but it may not
contain all of the information that is important to you. To better understand
this offering, and for a more complete description of the offering, you should
read this entire prospectus carefully, including the "Risk Factors" section and
the financial statements and the notes to those statements, which are included
elsewhere in this prospectus.

In this prospectus, the terms "The Children's Internet," "we," "us," and "our"
refer to The Children's Internet, Inc., a Nevada corporation, and, unless the
context otherwise requires, "common stock" refers to the common stock, par value
$.001 per share, of The Children's Internet, Inc.

THE CHILDREN'S INTERNET, INC.

We were incorporated in the State of Nevada on September 25, 1996 as D.W.C.
Installations. On July 3, 2002, Shadrack Films, Inc. purchased 1,166,755 newly
issued shares of our common stock for $150,000, thereby obtaining a majority
ownership interest and becoming our parent company.

We changed our name to The Children's Internet, Inc. on December 27, 2002. We
are a development stage company and currently have no revenues, only minimal
assets, and have incurred losses since our inception.

On September 10, 2002, we entered into an agreement with a related party, Two
Dog Net, Inc., a software development company based in Fresno, California, to be
the exclusive marketers of their proprietary Internet service for pre-school to
junior high school age children called The Children's Internet(R). We plan to
introduce and market The Children's Internet(R), a comprehensive Internet
service designed specifically for children that allows them to have safe, yet
unrestricted access to the Internet. The Children's Internet(R) allows real time
access to pre-selected educational resources and entertaining websites while
restricting access to inappropriate websites and information. The proprietary,
patent-pending security software, Safe Zone Technology(R) offers security
against Internet predators and Internet content that is inappropriate for
children. The service provides secure, affordable live Internet access, as well
as secure e-mail and chat, homework help, games, news, super portals to
educational resources and access to web pages that have been pre-approved for
educational and entertaining values.

Through our agreement with Two Dog Net, we will offer subscriptions to The
Children's Internet(R) service. We plan to conduct an initial media test to
introduce our services to the public via a 30-minute infomercial in 2003. The
infomercial was produced by Two Dog Net over a two-year period and is ready to
air and is available for our use through our agreement.

We have related parties as follows:

- Our President, Chief Executive Officer, and one of our Directors, Sholeh
Hamedani, is the sole shareholder of our parent company, Shadrack Films,
Inc. Ms. Hamedani was also President of Two Dog Net, Inc., the licensor
of The Children's Internet(R)technology until August 1, 2002. Ms.
Hamedani also owns approximately 10% of the total outstanding shares of
Common Stock of Two Dog Net, Inc.

- Ms. Hamedani's father, Nasser Hamedani, is the current President,
Chairman and majority shareholder of Two Dog Net, Inc.

OUR DIRECT PUBLIC OFFERING

We are offering for sale up to a maximum of 4,000,000 shares of our common stock
directly to the public. There is no underwriter involved in this offering. We
are offering the shares without any underwriting discounts or commissions. The
purchase price is $2.00 per share. If all of the shares offered by us are
purchased, the proceeds to us will be $8,000,000.

This is our initial public offering and no public market currently exists for
shares of our common stock. We can offer no assurance that an active trading
market will ever develop for our common stock.

THE SELLING STOCKHOLDERS

We are also registering 1,118,500 shares of our common stock held by certain of
our stockholders. A list of the securities being registered in this prospectus
and the people and entities that own them appears in the "Selling Stockholders"
section of this prospectus. Selling stockholders may sell their shares at $2.00
per share until our securities are quoted on the over-the-counter Bulletin
Board. Thereafter, selling stockholders may sell their shares at market prices
or at privately negotiated prices.

HOW TO CONTACT US

Our executive offices are located at 2401 Crow Canyon Road, Suite 201, San
Ramon, California 94583. Our telephone number is (925) 406-2364.

SUMMARY OF THE OFFERING

Total shares of common stock outstanding prior to the offering 2,287,755

Shares of common stock being offered by us 4,000,000
Shares of common stock being offered by selling stockholders 1,118,500

Total shares of common stock outstanding after the offering 6,287,755

$8,000,000
Gross proceeds: All proceeds from the sale of
Direct offering; if maximum is sold 1,118,500 shares held by the
Selling stockholders selling stockholders will go
directly to the selling
stockholders

Use of proceeds Proceeds from the sale of the

shares will be used to
implement our marketing and
sales plan, for technical
operations, and to provide
general operating capital.

SUMMARY FINANCIAL DATA

The following table sets forth our summary consolidated financial data. This
information should be read in conjunction with the financial statements and the
notes to those financial statements appearing elsewhere in this prospectus.

For the period
from September
25, 1996
(inception)
For the year through
ended December For the three months ended For the nine months ended September 30,
31, 2002 September 30 September 30 2003
(audited) (unaudited) (unaudited) (unaudited)
------------ ------------------------- ------------------------- -----------
STATEMENT OF OPERATIONS DATA 2002 2003 2002 2003
---------- ----------- ---------- -----------

Net sales $ - $ - $ - $ - $ - $ -
Operating expenses $ 392,389 $ 247,776 $ 137,814 $ 262,728 $ 373,846 $ 774,840
Operating loss ($392,389) ($247,776) ($137,814) ($262,728) ($373,846) ($774,840)
Net Loss ($392,389) ($247,776) ($137,814) ($262,728) ($373,846) ($774,840)
Net Loss per Common Share ($0.23) ($0.11) ($0.06) ($0.18) ($0.16) ($0.58)
============ ===========

As of
September 30,
2003
(unaudited)
BALANCE SHEET DATA -----------

Total assets $ -
Current Liabilities $ 264,235
Total stockholders' deficit ($264,235)
-----------

RISK FACTORS

AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, YOU SHOULD CONSIDER
CAREFULLY THE RISKS DESCRIBED BELOW BEFORE YOU DECIDE TO BUY OUR COMMON STOCK.
THESE RISK FACTORS CONSTITUTE ALL THE MATERIAL RISKS (EXCLUDING THE RISKS FACED
BY ANY TYPICAL ISSUER OR OFFERING) IDENTIFIED BY OUR MANAGEMENT THAT WE FACE
BASED ON OUR BUSINESS AND THE INDUSTRY IN WHICH WE OPERATE. ALL FORWARD-LOOKING
STATEMENTS ARE INHERENTLY UNCERTAIN AS THEY ARE BASED ON CURRENT EXPECTATIONS
AND ASSUMPTIONS CONCERNING FUTURE EVENTS OR OUR FUTURE PERFORMANCE.

OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A
GOING CONCERN. AN INABILITY TO CONTINUE AS A GOING CONCERN WOULD LIKELY LEAD TO
A LOSS OF YOUR ENTIRE INVESTMENT.

Our independent certified public accountant's report on our financial statements
for the period from September 25, 1996 to December 31, 2002 contains an
explanatory paragraph indicating that we had no established source of revenue
which raises substantial doubt about our ability to continue as a going concern.
We cannot assure you that any independent certified public accountant's report
on our future financial statements will not include a similar explanatory
paragraph if we are unable to raise sufficient funds or generate sufficient cash
from operations to cover the cost of our operations. The existence of the
explanatory paragraph may adversely affect our relationship with prospective
customers and suppliers and could harm our business.

WE ARE A DEVELOPMENT STAGE COMPANY THAT MAY NOT REACH PROFITABILITY.

Even though incorporated on September 25, 1996, we had no business plan from
inception through September 9, 2002. We began conducting operations on September
10, 2002, when we contacted for the rights to sell The Children's Internet(R)
product from Two Dog Net. In late November 2002, we readied all systems for
operations. As of September 30, 2003, we had not earned any revenues. We may
never reach profitability due to our possible inability to attract subscribers,
our possible inability to compete with competitors, our possible failure to
generate sufficient revenues from subscribers, errors and/or interruptions in
our service, our possible inability to expand our internal financial,
administrative and product development systems to accommodate our potential
growth, and our possible inability to attract, retain and motivate qualified
personnel. There can be no assurance that we will be successful in addressing
such risks.

WE HAVE INCURRED LOSSES IN THE PAST AND EXPECT TO CONTINUE TO INCUR LOSSES,
WHICH COULD BE SIGNIFICANT AND IMPACT THE VALUE OF OUR STOCK.

As of September 30, 2003, we had an accumulated deficit of $774,840. We expect
to derive our revenues solely from sales of subscriptions to The Children's
Internet(R) service. We will significantly increase our operating expenses
related to expanding our sales and marketing operations to promote sales of
subscriptions to The Children's Internet(R) service. To the extent such expenses
precede or are not subsequently followed by increased revenues, these expenses
will make us unprofitable. Our planned expense levels will be based in part on
our expectations concerning future revenue and, to a large extent, depend upon
the success of our marketing efforts to attract subscribers. We may be unable to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfall.

OUR OPERATING RESULTS ARE ENTIRELY DEPENDENT ON REVENUES FROM TWO DOG NET'S
PRODUCT, THE CHILDREN'S INTERNET(R) SERVICE, AND OUR BUSINESS COULD BE
MATERIALLY HARMED BY FACTORS THAT ADVERSELY AFFECT TWO DOG NET AND ITS PRODUCTS.

We currently offer one product through our agreement with Two Dog Net, The
Children's Internet(R) service. There are no other products available through
our agreement at the present time, nor do we anticipate being able to offer
other products for at least the next twelve months, if not longer. Accordingly,
our future operating results depend entirely on the demand for The Children's
Internet(R) service by future customers, including new and enhanced releases
that are subsequently introduced. If our competitors release new products that
are superior to our products in performance or price, or we fail to enhance our
products and introduce new products in a timely manner, demand for our products
may decline. A decline in demand for our products as a result of competition,
technological change or other factors would significantly reduce any revenues we
may earn. Additionally, any events adversely affecting Two Dog Net will also
affect us as we are entirely dependent on our agreement with Two Dog Net for any
revenues. If Two Dog Net were to cease its operations, we would need to find
alternative sources of revenues, which we may be unable to do. In such an event,
we could be forced to cease operations entirely.

ONCE WE OBTAIN SUBSCRIBERS, WE MAY NOT BE ABLE TO MEET OUR SUBSCRIBER'S VOLUME
OF USE, LEADING TO THE LOSS OF SOME SUBSCRIBERS AND A REDUCTION IN OUR REVENUES.

We are dependent on being able to effectively serve our subscribers' volume of
use on The Children's Internet(R) website and service. The performance of our
website and service is critical to our reputation, our ability to achieve market
acceptance of our product, and our ability to attract subscribers. An increase
in the volume of use of our website and service could strain the capacity of the
software or hardware we deploy which could lead to slower response time or
system failures, and adversely affect our business and potential for revenue
generation. In addition, as the number of Web pages and users increase, there
can be no assurance that our product and infrastructure will be able to scale
accordingly. We also face technical challenges associated with higher levels of
personalization and localization of content delivered to users of our service,
which adds strain to our development and operational resources.

WE ARE DEPENDENT ON THIRD PARTIES FOR INTEGRAL COMPONENTS OF OUR SERVICE. ANY
DISRUPTION IN SERVICES BY THESE THIRD PARTIES MAY LEAD TO A REDUCTION IN THE
VALUE OF OUR STOCK.

We are dependent upon private third party providers to provide the principal
Internet connection for The Children's Internet(R) service. As The Children's
Internet(R) service is currently our only product and will be distributed to our
customers solely over the Internet, any disruption in the Internet access
provided by third-party providers such as EmeryTech Data Center, the data center
hosting our servers, would prevent our customers from accessing The Children's
Internet(R). Additionally, any failure of third-party providers to handle higher
volumes of user traffic would limit the number of customers to which we would be
able to provide The Children's Internet(R) service. If we are not able to
provide service to our customers due to any such disruptions in Internet access
or any inability to handle higher volumes of user traffic, any customers that we
may get could cancel their subscriptions. Also as it would not be obvious that
such disruptions were due to the failings of third parties, word-of-mouth and
negative publicity about any such failures would likely impede our ability to
obtain new subscribers. As we are currently solely dependent on subscriptions
for

revenues, this would reduce any revenues we may be able to generate.

WE ARE DEPENDENT ON OUR SOLE OFFICER AND ONE OF DIRECTOR, SHOLEH HAMEDANI AND
OUR OTHER PERSONNEL. IF WE ARE UNABLE TO RETAIN THEM, OR IF WE ARE UNABLE TO
ATTRACT ADDITIONAL PERSONNEL, OUR BUSINESS MAY FAIL.

We currently have four employees and one consultant. Our performance is
substantially dependent on the performance of our senior management and key
technical personnel, in particular Sholeh Hamedani, our President, Chief
Executive Officer, Chief Financial Officer, and Director. We do not carry key
person life insurance on any of our employees. The loss of the services of any
of senior management or other key employees would force us to incur potentially
significant costs in seeking replacement personnel. Additionally, as none of our
employees are currently receiving compensation, but are instead only accruing
unpaid salaries, it would be very difficult or impossible for us replace them.
We anticipate that we will need to hire additional personnel in the areas of
technology and development, customer support, finance and administration and
operations. As a result, our future success will depend heavily on our ability
to quickly attract qualified employees to sufficiently staff key functional
areas supporting the business. Competition for such personnel is intense, and
there can be no assurance that we will be successful in achieving a staffing
plan in all of our key functional areas within a time frame that is consistent
with our overall business plan. There is no assurance that we will be able to
retain our key managerial and technical employees or that we will be able to
attract and retain additional highly qualified technical and managerial
personnel in the future. Our inability to retain and attract the necessary
technical and managerial personnel would limit our ability to complete the
administrative and technical tasks necessary to carrying out our business plan
and we would no longer be able to conduct operations.

AS WE HAVE LIMITED FINANCIAL, TECHNICAL, MARKETING AND DISTRIBUTION
RESOURCES, WE MAY HAVE DIFFICULTY COMPETING WITH OTHER COMPANIES PROVIDING
INTERNET SERVICES FOR CHILDREN.

Most of our existing competitors, as well as a number of potential new
competitors, have significantly greater financial, technical, marketing and
distribution resources then we do. Our management believes that the principal
competitive factors in our anticipated markets are brand recognition, ease of
use, comprehensiveness of available content, customization by the consumer,
quality and responsiveness of search results, availability of high-quality,
focused value added services, and required technology to offer access to end
users with fewer interruptions. There can be no assurance that we will be able
to compete successfully.

IMPAIRMENT OF INTELLECTUAL PROPERTY RIGHTS COULD ALLOW COMPETITORS TO MINIMIZE
ANY ADVANTAGE THAT THE PROPRIETARY TECHNOLOGY MAY GIVE US OR PREVENT US FROM
OFFERING THE CHILDREN'S INTERNET(R) SERVICE.

Two Dog Net currently has a patent application pending for its technology that
may preclude or inhibit competitors from entering the market that we serve.
However, we cannot be sure that Two Dog Net will receive this patent or any
other patents. While it is our practice to enter into agreements with all
employees and some of our customers and suppliers to prohibit or restrict the
disclosure of proprietary information, we cannot be sure that these contractual
arrangements or the other steps we take to protect Two Dog Net's proprietary
rights will prove sufficient to prevent illegal use of Two Dog Net's proprietary
rights or to deter independent, third-party development of

similar proprietary assets.

In the event that the proprietary technology may be found to infringe the
intellectual property rights of others, we may not be able to continue offering
The Children's Internet(R) service.

Effective copyright, trademark, trade secret and patent protection may not be
available in every country in which our products and services are offered. In
the future we could become involved in legal disputes relating to the validity
or alleged infringement of our intellectual property rights or those of a third
party. Intellectual property litigation is typically extremely costly and can be
disruptive to business operations by diverting the attention and energies of
management and key technical personnel. In addition, any adverse decisions could
subject us to significant liabilities, require us to seek licenses from others,
prevent us from using, licensing or selling certain of our products and
services, or cause severe disruptions to operations or the markets in which we
compete which could decrease profitability.

THE OFFERING PRICE OF OUR COMMON STOCK COULD BE HIGHER THAN THE MARKET
VALUE, CAUSING INVESTORS TO SUSTAIN A LOSS OF THEIR INVESTMENT.

The price of our common stock in this offering has not been determined by any
independent financial evaluation, market mechanism or by our auditors, and is
therefore, to a large extent, arbitrary. Our audit firm has not reviewed
management's valuation, and therefore expresses no opinion as to the fairness of
the offering price as determined by our management. As a result, the price of
the common stock in this offering may not reflect the value perceived by the
market. There can be no assurance that the shares offered hereby are worth the
price for which they are offered or that they have any market value whatsoever.

WE WILL NEED ADDITIONAL FINANCING TO FULLY IMPLEMENT OUR BUSINESS PLAN, AND
IF WE FAIL TO OBTAIN ADDITIONAL FUNDING IT WILL IMPACT OUR ABILITY TO SUSTAIN
OUR OPERATIONS AND WOULD LIKELY REDUCE THE VALUE OF YOUR INVESTMENT.

Our management currently anticipates that the net proceeds of the offering, if
the maximum amount is raised, will be sufficient to meet our anticipated needs
for working capital and capital expenditures for at least the next 24 months. At
the present time, we have no working capital and anticipate that Shadrack Films,
Inc., our majority shareholder, will continue to fund our working capital needs
and we will continue to accrue a liability due to Shadrack Films for such costs.
However, Shadrack Films is under no obligation to continue providing us with
working capital and we can offer no assurance that Shadrack Films will provide
these funds as they could discontinue doing so at any time. If less than the
maximum amount is raised, we will need to raise additional capital to further
fund our marketing efforts and to provide additional working capital. We may
also need to raise additional funds in the future to fund more aggressive
promotions and more rapid expansion, to develop newer or enhanced services, to
respond to competitive pressures or to acquire complementary technologies or
services. If additional funds are raised through the issuance of equity or
convertible debt securities, the percentage ownership of the purchasers in this
offering will be reduced and such securities may have rights, preferences or
privileges senior to those of the rights of our common stock. There can be no
assurance that additional financing will be available on terms favorable to us
or at all. If adequate funds are not available or not available on acceptable
terms, we may not be able to fund its expansion, promote our product, develop or
enhance services respond to competitive pressures, or possibly even continue
operations. Any such inability would reduce our

ability to generate revenues and would ultimately reduce the value of your
investment.

THERE IS NO ESTABLISHED PUBLIC MARKET FOR OUR STOCK AND A PUBLIC MARKET MAY NOT
BE OBTAINED OR BE LIQUID AND INVESTORS MAY NOT BE ABLE TO SELL THEIR SHARES.

There is no established public market for the common stock being offered under
this prospectus. While we intend to apply for quotation of our common stock on
the over-the-counter Bulletin Board system, there is no guarantee that we will
qualify for quotation on the Bulletin Board system. Therefore, purchasers of our
common stock in this offering may be unable to sell their shares on any public
trading market or elsewhere.

OUR MANAGEMENT AND AFFILIATES HAVE SIGNIFICANT CONTROL OF OUR BUSINESS,
WHICH THEY COULD EXERCISE AGAINST YOUR BEST INTEREST.

Our President, Chief Executive Officer, and Director, Sholeh Hamedani, through
her sole ownership of Shadrack Films, Inc., owns 1,166,755 shares or 51% of our
current total outstanding shares of 2,287,755 giving her the ability to control
all matters submitted to our stockholders for approval and to control our
management and affairs. Matters that would require stockholder approval include
the following:

- election and removal of directors;
- merger or consolidation of our company; and
- sale of all or substantially all of our assets.

We would have to sell approximately 50,000 shares in this offering in order to
reduce the percentage owned by management to less than 50% of the total
outstanding shares. If all 4,000,000 shares are sold in this offering,
management would own approximately 19% of the total outstanding shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipates," "believes," "plans,"
"expects," "future," "intends," and similar expressions to identify these
forward-looking statements. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this prospectus.
Our actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks described in
"Risk Factors" and elsewhere in this prospectus. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results.

USE OF PROCEEDS

The net proceeds available to us from the sale of the shares in this offering
are estimated to be approximately $7,955,000 if the maximum offering is sold,
after deducting offering expenses (estimated to be $45,000). The intended use of
the net proceeds at various funding levels as percentages of the maximum
offering is outlined below.

Percent of Proceeds Received
- --------------------------------------------------------------------------------------------------------------------------------

Use of Proceeds 10% 25% 50% 75% 100%
- --------------------------------------------------------------------------------------------------------------------------------

Marketing and Advertising $ 490,000 65% $ 1,290,000 65% $ 2,440,000 61% $ 3,540,000 59% $ 4,580,000 59%
Technical Operations $ 200,000 26% $ 476,000 24% $ 1,000,000 25% $ 1,400,000 24% $ 1,946,000 24%
Reserve for Contingencies $ 5,000 1% $ 39,000 2% $ 115,000 3% $ 415,000 7% $ 629,000 8%
Working capital and general $ 60,000 8% $ 150,000 8% $ 400,000 10% $ 600,000 10% $ 800,000 10%
corporate purposes
TOTAL $ 755,000 $ 1,955,000 $ 3,955,000 $ 5,955,000 $ 7,955,000

We may not receive any proceeds in this offering. The net proceeds available to
us from the sale of the shares in this Offering are estimated to be
approximately $7,955,000 if the maximum offering is sold, after deducting
offering expenses (estimated to be $45,000).

DIVIDEND POLICY

We have never paid any cash dividends on our common stock and do not anticipate
paying any cash dividends in the future. We currently intend to retain future
earnings, if any, to fund the development and growth of our business

CAPITALIZATION

The following table sets forth our actual capitalization on September 30, 2003.

Stockholders' equity:
Common Stock,
$.01 par value, 75,000,000 shares authorized;
2,287,755 outstanding at September 30, 2003 $ 2,288
Additional paid-in capital $ 508,317
Accumulated deficit ($774,840)
Stockholders' deficit ($264,235)
Total Capitalization ($264,235)

DILUTION

Dilution per share to new investors represents the difference between the amount
per share paid by purchasers of our common stock in this offering and the pro
forma net tangible book value per share of common stock immediately after
completion of this offering. After giving effect to the sale of the shares of
common stock by us at the initial public offering price of $2.00 per share, less
our estimated offering expenses, our pro forma net tangible book value at
September 30, 2003, would be

$7,690,765, or $1.22 per share. This represents an immediate increase in
the pro forma net tangible book value of $1.34 per share to existing
stockholders and an immediate dilution of $0.78 per share to new investors
purchasing shares at the initial public offering price of $2.00 per share. The
following table illustrates this per share dilution:

Maximum
---------
Assumed initial public offering price per share $ 2.00
Pro forma net tangible book value per share at September 30, 2003
(0.12)
Increase per share attributable to new investors 1.34
Dilution per share to new investors in this offering $ 0.78

SELECTED FINANCIAL DATA

The following selected statement of operations data for the period from
September 25, 1996, the date of our inception, through September 30, 2003
(unaudited) and for the year ended December 31, 2002 (audited) were derived from
our financial statements and notes thereto included later in this prospectus. In
our opinion, all necessary adjustments, consisting only of normal recurring
adjustments, have been included to present fairly the financial position and
results of operations for each of the periods presented. Historical results are
not necessarily indicative of results that may be expected for any future
period. The following data should be read in conjunction with "Plan of
Operation" and our audited financial statements, including the related
footnotes.

For the period
from September
25, 1996
For the year (inception)
ended through
December For the three months For the nine months September 30,
31, 2002 ended September 30 ended September 30 2003
(audited) (unaudited) (unaudited) (unaudited)
------------ ------------------------ ---------------------------- ------------
STATEMENT OF OPERATIONS DATA 2002 2003 2002 2003
--------- --------- ------------ -------------

Net sales $ - $ - $ - $ - $ - $ -
Operating expenses $ 392,389 $ 247,776 $ 137,814 $ 262,728 $ 373,846 $ 774,840
Operating loss ($392,389) ($247,776) ($137,814) ($262,728) ($373,846) ($774,840)
Net Loss ($392,389) ($247,776) ($137,814) ($262,728) )$373,846) ($774,840)
Net Loss per Common Share ($0.23) ($0.11) ($0.06) ($0.18) ($0.16) ($0.58)
============ ============

As of September 30, 2003
(unaudited)
BALANCE SHEET DATA ----------------------------

Total assets $ -
Current Liabilities $ 264,235
Total stockholders' deficit ($264,235)

PLAN OF OPERATION

You should read the following plan of operation together with our financial
statements and related notes appearing elsewhere in this prospectus. This plan
of operation contains forward-looking statements that involve risks,
uncertainties, and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including, but not limited to, those presented under "Risk Factors" on
page 4 and elsewhere in this prospectus.

On September 10, 2002, we entered into a License Agreement with Two Dog Net,
Inc. for an exclusive worldwide license to market and sell The Children's
Internet(R) service. However, because this agreement did not reflect the intent
of the parties, we replaced the royalty and license agreement with a wholesale
sales & marketing agreement with the same effective date of September 10, 2002.
The new agreement provides for us to be the exclusive marketers of Two Dog Net's
proprietary and patent pending secured internet service for pre-school to junior
high school aged children called The Children's Internet(R). We plan to
introduce an Internet service designed specifically for children that allows
them to have completely safe, unrestricted live access to the Internet. The
cornerstone of our consumer marketing plan is a national television advertising
campaign which includes a 30-minute infomercial that was produced over a
two-year period of time by Two Dog Net and is ready to air. We intend to utilize
the infomercial to introduce The Children's Internet(R) service to the public,
as well as build brand recognition and generate customer subscriptions. We plan
to first conduct a media test in the fourth quarter of 2003. We believe the
results from the media test will give us the platform to launch the advertising
campaign on a national basis thereafter and be the basis for the ongoing
infomercial media schedule 2003.

In a Stock Purchase Agreement dated October 11, 2002, our original shareholders
sold 1,118,500 of their shares of our common stock to various purchasers, two of
whom are related parties to our management, Nasser Hamedani, Sholeh Hamedani's
father, and Soraiya Hamedani, Sholeh Hamedani's sister. Some of these purchasers
were introduced to the original shareholders by Sholeh Hamedani, our President,
Chief Financial Officer, and a Director. Some of these purchasers resold their
shares to unrelated third parties. A portion of the proceeds received from the
stock sales by the purchasers was in turn loaned to Shadrack Films, Inc., our
parent company, to finance our initial operations thus far. These amounts are
reflected on the financial statements as "Due to Parent Company." Our
President, Chief Executive Officer, and one of our Directors, Sholeh Hamedani,
is the sole shareholder of our parent company, Shadrack Films, Inc.

As of September 30, 2003, we had an accumulated total net loss of approximately
$774,840. Of this amount, approximately $275,000 represents accrued and donated
costs of an officer and outside consultant, $250,000 represents professional
fees such as legal and accounting expenses and the balance of $112,000 consists
primarily of occupancy and telecommunications costs including

internet costs. To date, our parent company, Shadrack Films, has funded all
of our expended costs.

Currently, we do not have any cash on hand and are dependent on funding from
Shadrack Films for our current operations and for providing office space and
utilities that, for the last nine months ended September 30, 2003 averaged
$15,000 per month in operating costs exclusive of time donated by employees. The
accrued account payable due to Shadrack Films is an open account payable.
Currently, the accrued balance of this account is approximately $177,000. Our
parent company is under no obligation to continue to fund our operations and
could stop at any time without notice. We estimate that we need a minimum of
$180,000 in cash to continue our operations for the next twelve months. If we
raise the maximum offering, our working capital needs, including expansion of
marketing and technical operations, will be met for approximately 24 months
without regard to any subscription revenue. We do not currently have any
arrangements for alternative financing in the event that we raise less then the
maximum offering.

Where practicable we plan to contract with third party companies to market The
Children's Internet Service as well as to provide administrative support
services such as billing, level one technical support, and the like. We have
already entered into two agreements with Infolink Communications, Ltd, a third
party company, for the marketing of our service. (See "Business of the
Company."). However, there is no assurance that we will be able to enter into
additional arrangements for marketing and administrative support services.

As is indicated in "Use of Proceeds", we plan to scale our expenditures
depending upon the amount of funds raised, with initial funds being used
primarily to market the services in an effort to develop a revenue base
sufficient to support our operations. Following is a discussion of how we to
plan to proceed at different levels of funding.

FUNDING AT THE 10% LEVEL:

If we receive net proceeds of $755,000, which is the approximate net proceeds we
will receive if we raise ten percent of the funds, we are hoping to raise in
this offering, we anticipate using the funding to cover occupancy,
telecommunication and other office costs for a twelve month period. We plan to
spend the majority of the funds raised on marketing and sales initiatives in an
effort to achieve sufficient revenues to help support the company on an ongoing
basis. The infomercial television campaign would be the primary marketing
vehicle to generate sales.

At this level of funding we anticipate that our employees will continue to
donate the necessary time as they have in the past for approximately six months.
However, they are under no obligation to continue to do so and they could stop
at any time without notice.

At this level of funding we plan to expend approximately $90,000 in marketing
funds in the initial ninety days as follows:

- Approximately $10,000 for creating, printing and duplicating collateral
marketing materials including sales brochures and The Children's
Internet(R) installation CD's with packaging.

- Approximately $10,000 to re-edit and update the infomercial with new
testimonials and create additional versions of the infomercial with
different price points and special free trial offers based on consumer
feedback from the media test

- Approximately $70,000 to conduct a television media test to assess
consumer response, test various price points and to fine tune the media
plan prior to "rolling-out" or launching the media schedule.

We expect the $70,000 media test conducted in the first ninety days to secure
approximately 140 thirty-minute infomercial time slots, in approximately 40
markets, airing on both family oriented national television networks, such as
Pax TV (Paxson Communications Corporation) and on various local affiliate
broadcast stations. This approach should allow us to test a broad range of time
periods, various markets and multiple national and local stations.

In the fourth through twelfth month upon completion of the initial three-month
media test phase we will enter the roll-out phase. During this roll-out phase we
plan to re-book all airings that achieved or exceeded the pre-determined target
goal as well as expand the media mix to include additional time periods on
proven stations and include other stations in proven markets. In the roll-out
phase it is estimated that on average approximately $44,000 would be spent each
month on media time.

Technical operations' costs at the 10% level of funding include our data center
co-location facility and contingent technical reserve costs of approximately
$41,000 plus license fees paid to Two Dog Net and for technical support based
upon subscribers. Working capital and general corporate purposes at this level
of funding are for occupancy costs, telecommunications costs and other office
costs, which approximate $5,000 per month. Although we owe our parent company,
Shadrack Films, approximately $177,000 in accrued costs for expenses incurred in
the past, we do not plan to repay this amount in the first twelve months at the
10% level of funding.

FUNDING AT THE 25% LEVEL

If we receive net proceeds of $1,955,000, which is the approximate net proceeds
we will receive if we raise twenty-five percent of the funds, we are hoping to
raise in this offering, we anticipate using the funding to cover occupancy,
telecommunication and other office costs for a twelve-month period. We plan to
spend the majority of the funds raised on marketing and sales initiatives in an
effort to achieve sufficient revenues to help support the company on an ongoing
basis. The infomercial television campaign will be our primary marketing vehicle
to generate sales.

At this level of funding we plan to expend approximately $90,000 in marketing
funds in the initial ninety days as follows:

- Approximately $10,000 for creating, printing and duplicating collateral
marketing materials including sales brochures and The Children's
Internet(R) installation CD's with packaging.

- Approximately $70,000 to conduct a media test to assess consumer
response, test various price points and to fine tune the media plan prior
to "rolling-out" or launching the media schedule.

We expect the $70,000 media test conducted in the first ninety days will secure
approximately 140 thirty-minute infomercial time slots, in approximately 40
markets, airing on both family oriented national television networks, such as
Pax TV (Paxson Communications Corporation) and on various local affiliate
broadcast stations. This approach should allow us to test a broad range of time
periods, various markets and multiple national and local stations.

In addition to infomercial marketing we would spend approximately $240,000 in
the same time period on other support advertising and promotional activities
including, public relations, direct mail campaigns, newspaper and magazine ads,
and online marketing all focused on publications, events and regions that reach
our target market of parents.

Technical operations' costs at the 25% level of funding include our data center
co-location facility and contingent technical reserve costs of approximately
$83,000 plus license fees paid to Two Dog Net and for technical support based
upon subscribers. We further anticipate spending at this level an additional
$160,000 for the development of new web pages of The Children's Internet daily
features like the Fun Facts of the Day, Surveys, Grab Bag and new home room
environments to give the child more choices and keep them engaged. Working
capital and general corporate purposes at this level of funding are for
occupancy costs, telecommunications costs and other office costs, which
approximate $5,000 per month. In addition, we would incur personnel costs of
approximately $7,000 per month and other contingent costs of $900 per month.
Although we owe our parent company, Shadrack Films, approximately $177,000 in
accrued costs for expenses incurred in the past, we do not plan to repay this
amount in the first twelve months at the 25% level of funding.

FUNDING AT THE 50% LEVEL

If we receive net proceeds of $3,955,000, which is the approximate net proceeds
we will receive if we raise fifty percent of the funds, we are hoping to raise
in this offering, we anticipate using the funding to cover occupancy,
telecommunication and other office costs for a twelve-month period. We plan to
spend the majority of the funds raised on marketing and sales initiatives in an
effort to achieve sufficient revenues to help support the company on an ongoing
basis. The infomercial television campaign will be our primary marketing vehicle
to generate sales.

At this level of funding, we anticipate that our employees will continue to
donate the necessary time as they have in the past for approximately three
months. However, they are under no obligation to continue to do so and they
could stop at any time without notice.

At this level of funding we plan to expend approximately $90,000 in marketing
funds in the initial ninety days as follows:

- Approximately $10,000 for creating, printing and duplicating collateral
marketing materials

including sales brochures and The Children's Internet(R) installation
CD's with packaging.

- Approximately $70,000 to conduct a media test to assess consumer
response, test various price points and to fine tune the media plan prior
to "rolling-out" or launching the media schedule.

An additional $20,000 would be spent in producing 30, 60 and 90 second
commercial spots to support the infomercial as well as broadcast the commercial
spots in new markets as a stand alone advertising campaign. In addition we would
spend approximately $240,000 in the same time period on other support
advertising and promotional activities including, public relations, direct mail
campaigns, newspaper and magazine ads, and online marketing all focused on
publications, events and regions that reach our target market of parents.

Technical operations' costs at the 50% level of funding include our data center
co-location facility and contingent technical reserve costs of approximately
$103,000 plus license fees paid to Two Dog Net and for technical support based
upon subscribers. We further anticipate spending at this level an additional
$510,000 for the development of new web pages of The Children's Internet daily
features like the Fun Facts of the Day, Surveys, Grab Bag and new home room
environments to give the child more choices and keep them engaged. Working
capital and general corporate purposes at this level of funding are for
occupancy costs, telecommunications costs and other office costs, which
approximate $5,000 per month. In addition, we would incur personnel costs of
approximately $26,000 per month and other contingent costs of $3,000 per month.
We owe our parent company, Shadrack Films, approximately $177,000 in accrued
costs for expenses incurred in the past. At the 50% level of funding, we plan to
repay this amount in the first twelve months.

At this level of funding, we believe would have sufficient operating capital to
currently pay management employees, at close to market rates, and all other
employees at market rates for their time.

FUNDING AT THE 75% LEVEL

If we receive net proceeds of $5,955,000, which is the approximate net proceeds
we will receive if

we raise fifty percent of the funds, we are hoping to raise in this offering,
we anticipate using the funding to cover occupancy, telecommunication and other
office costs for a twelve month period. We plan to spend the majority of the
funds raised on marketing and sales initiatives in an effort to achieve
sufficient revenues to help support the company on an ongoing basis. The
infomercial television campaign will be our primary marketing vehicle to
generate sales.

At this level of funding we plan to expend approximately $90,000 in marketing
funds in the initial ninety days as follows:

- Approximately $10,000 for creating, printing and duplicating collateral
marketing materials including sales brochures and The Children's
Internet(R) installation CD's with packaging.

- Approximately $10,000 to update and re-edit the infomercial with new
testimonials and create additional versions of the infomercial with
different price points and special free trial offers based on consumer
feedback from the media test.

- Approximately $70,000 to conduct a media test to assess consumer
response, test various price points and to fine tune the media plan prior
to "rolling-out" or launching the media schedule.

An additional $20,000 would be spent in producing 30, 60 and 90 second
commercial spots to support the infomercial as well as broadcast the commercial
spots in new markets as a stand alone advertising campaign. In addition we would
spend approximately $440,000 in the same time period on other support
advertising and promotional activities including, public relations, direct mail
campaigns, newspaper and magazine ads, and online marketing all focused on
publications, events and regions that reach our target market of parents.

Technical operations' costs at the 75% level of funding include our data center
co-location facility and contingent technical reserve costs of approximately
$118,000 plus license fees paid to Two Dog Net for technical support based upon
subscribers. We further anticipate spending at this level an additional $800,000
for the development of new web pages of The Children's Internet daily features
like the Fun Facts of the Day, Surveys, Grab Bag and new home room environments
to give the

child more choices and keep them engaged. Working capital and general
corporate purposes at this level of funding are for occupancy costs,
telecommunications costs and other office costs, which approximate $5,000 per
month. In addition, we would incur personnel costs of approximately $42,000 per
month and other contingent costs of $3,000 per month. We owe our parent,
Shadrack Films, company approximately $177,000 in accrued costs for expenses
incurred in the past. At the 75% level of funding, we plan to repay this amount.

At this level of funding, we believe would have sufficient operating capital to
currently pay management employees, who previously donated a portion of their
time, at close to market rates, and all other employees at market rates for
their time.

FUNDING AT THE 100% LEVEL

If we receive net proceeds of $7,955,000, which is the approximate net proceeds
we will receive if we raise one hundred percent of the funds, we are hoping to
raise in this offering, we anticipate using the funding to cover occupancy,
telecommunication and other office costs for a twelve month period. We plan to
spend the majority of the funds raised on marketing and sales initiatives in an
effort to achieve sufficient revenues to help support the company on an ongoing
basis. The infomercial television campaign will be our primary marketing vehicle
to generate sales.

At this level of funding we plan to expend approximately $90,000 in marketing
funds in the initial ninety days as follows:

- Approximately $10,000 for creating, printing and duplicating collateral
marketing materials including sales brochures and The Children's
Internet(R) installation CD's with packaging.

- Approximately $70,000 to conduct a media test to assess consumer
response, test various price points and to fine tune the media plan prior
to "rolling-out" or launching the media schedule.

An additional $20,000 would be spent in producing 30, 60 and 90 second
commercial spots to support the infomercial as well as broadcast the commercial
spots in new markets as a stand alone advertising campaign. In addition we would
spend approximately $580,000 in the same time period on other support
advertising and promotional activities including, public relations, direct mail
campaigns, newspaper and magazine ads, and online marketing all focused on
publications, events and regions that reach our target market of parents.

Technical operations' costs at the 100% level of funding include our data center
co-location facility and contingent technical reserve costs of approximately
$146,000 plus license fees paid to Two Dog Net for technical support based upon
subscribers. We further anticipate spending at this level an additional
$1,200,000 for the development of new web pages of The Children's Internet daily
features like the Fun Facts of the Day, Surveys, Grab Bag and new home room
environments to give the child more choices and keep them engaged. Working
capital and general corporate purposes at this level of funding are for
occupancy costs, telecommunications costs and other office costs, which
approximate $5,000 per month. In addition, we would incur personnel costs of
approximately $48,000 per month and other contingent costs of $14,000 per month.
We owe our parent company, Shadrack Films, approximately $177,000 in accrued
costs for expenses incurred in the past. At the 100% level of funding, we plan
to repay this amount in the first twelve months.

At this level of funding, we believe would have sufficient operating capital to
currently pay all employees at market rates for their time.

POSSIBLE NEED FOR ADDITIONAL FUNDS

We may be wrong in our estimates of revenue generated from marketing costs and
additional funds may also be required in order to proceed with our marketing
plan and our business plan described in "Business of the Company" below.
Additionally, we will likely need additional funds in the event Shadrack Films
discontinues funding our operations. Should we need additional funds, we would
attempt to raise these funds through additional private placements or by
borrowing money. We do not have any arrangements with potential investors or
lenders to provide such funds and there is no assurance that such additional
financing will be available when required in order to proceed with the business
plan or that our ability to respond to competition or changes in the market
place or to exploit opportunities will not be limited by lack of available
capital financing. If we are unsuccessful in securing the additional capital
needed to continue operations within the time required, we will not be in a
position to continue operations.

Although this Plan of Operation describes our planned use of the net proceeds of
this offering at different funding levels, we can offer no assurance that we
will raise any funds in this offering. If we are unsuccessful in securing the
capital needed to continue operations or if initial sales of subscriptions do
not fund continued operations, we will continue to look to our parent company to
fund operations and to employees to donate their time. If our parent company,
Shadrack Films, a company controlled by Sholeh Hamedani, discontinues the
funding of our operations and/or if our key employees discontinue donating their
time, we will not be in a position to continue operations. In this event, we
would attempt to sell the company or file for bankruptcy.

BUSINESS OF THE COMPANY

COMPANY OVERVIEW

We were incorporated in the State of Nevada on September 25, 1996 as D.W.C.
Installations. On July 3, 2002, Shadrack Films, Inc., a company controlled by
Sholeh Hamedani, purchased 1,166,755 newly issued shares of our common stock for
$150,000, thereby obtaining a majority ownership interest and becoming our
parent company.

We were dormant and had no operations since inception until September 10, 2002
when we entered into a royalty and license agreement with Two Dog Net, Inc. to
be the exclusive distributors of The Children's Internet(R) software.

On September 10, 2002, we entered into a License Agreement with Two Dog Net,
Inc. for an exclusive worldwide license to market and sell The Children's
Internet(R) service. However, because the September 10, 2002 royalty and license
agreement did not reflect the true intent of the parties on March 3, 2003, we
replaced the royalty and license agreement with a wholesale sales & marketing
agreement with the same effective date of September 10, 2002. The new agreement
was for an exclusive and renewable five year wholesale sales and marketing
agreement with Two Dog Net, Inc. to be the exclusive worldwide marketers of
their proprietary and patent pending secured internet service for children
pre-school to junior high called The Children's Internet (R) and an internet
dial-up service. We are moving ahead with marketing The Children's Internet(R)
but have no plans to offer dial-up services, as allowed by our agreement with
Two Dog Net.

Our President, Chief Executive Officer, and one of our Directors, Sholeh
Hamedani, was President of Two Dog Net, Inc. until August 1, 2002. Ms. Hamedani
also owns approximately 10% of the total outstanding shares of Common Stock of
Two Dog Net, Inc. Ms. Hamedani is also the sole shareholder of our parent
company, Shadrack Films, Inc. Ms. Hamedani's father, Nasser Hamedani, is the
current President, Chairman and majority shareholder of Two Dog Net, Inc.

The Children's Internet(R) offers access to pre-selected and pre-approved
educational and entertaining age appropriate web pages as well as secure e-mail,
homework help, games, news, super portals to learning activities and educational
resources all within, protected online environment. We believe that the
proprietary, patent-pending security software, Safe Zone Technology(R), offers
security against Internet predators and Internet content that is inappropriate
for children. The target market for The Children's Internet(R) is the 48 million
children on-line in 2002 (Report from Internet Commerce & Communications
Division, Information Technology Association of America, February, 2002), as
well as America's schools, which are connected to the Internet. The rate of
general Internet use in the United States is expected to grow by 2 million new
users per month. (Report from Internet Commerce & Communications Division,
Information Technology Association of America, February, 2002.) Nearly
two-thirds (62%) of US families have computers at home, but roughly 1 out of 5
(17%) of those with computers do not have Internet access due to safety
concerns. (Report from Internet Commerce & Communications Division, Information
Technology Association

of America, February, 2002) Surveys tell us that 85% of all parents with
children under 11 years of age have expressed concern for their child's safety
on the Internet by overseeing each and every click and 45% of all parents feel
the Internet is critical for educational purposes. (Greenfield Online, Inc.
April 1999)

INDUSTRY BACKGROUND

THE INTERNET

The Internet is a worldwide series of inter-connected computer networks,
which enables commercial organizations, educational institutions, government
agencies and individuals to communicate freely, access and share information,
and conduct business remotely.

The very openness of the Internet means that transmitted information and data
stored in connected hosts are exposed to other users who are able, in the
absence of effective security measures, to gain access to inappropriate data.
This fundamental weakness mandates that organizations and individuals weigh
security, productivity and censorship concerns against the perceived commercial
opportunities presented by millions of Internet users. Today with more than 48
million children on line each day, the Internet, by its very nature of open
access to the world, is becoming increasingly dangerous place for children to
roam freely and in some extreme cases even deadly. (Report from Internet
Commerce & Communications Division, Information Technology Association of
America, February, 2002)

THE CHILDREN'S INTERNET(R)

The Children's Internet(R) offers educational and entertainment value of the
Internet in a child's quest for academic achievement, social enrichment, and
communication, while locking out the dangers. We believe that The Children's
Internet(R) will help to reconcile parents' fear that the Internet could harm
their children with the feeling that their children need the Internet for all of
its benefits.

The Children's Internet(R) is a dedicated Internet Service Provider entirely and
exclusively for children grades pre-school through junior high. It provides
Internet access to a broad base of pre-approved entertaining and educational
content. Additionally, by simply utilizing the Family Favorites feature, parents
can easily customize their children's access based on their family's beliefs,
individual needs and interests by adding other websites from outside of The
Children's Internet(R).

The Children's Internet(R) uses the proprietary Safe Zone Technology(R) to
provide a:

- - Controlled and secure environment that is safe for children

- - An security product that is easy to install and to use

- - Internet communications for children including secure e-mail
- - Fun, entertaining, age appropriate children's content
- - A user-friendly customized browser that is easy to navigate
- - An educationally based Internet search engine

The Children's Internet(R) has age-appropriate content for each of four
different age groups:

- - 3 to 5 year olds;

- - 6 to 8 year olds;
- - 9 to 11 year olds; and,
- - 12 to 14 year olds.

OUR WEBSITE

Our corporate website is www.thechildrensinternet.com. Our website functions as
a promotional and sales tool where we provide product information, post press
releases, provide an online inquiry form where the public can request a "free
30-Day trial" of The Children's Internet, and see a fully animated, interactive
demonstration of the product.

KIDSAFENET.COM

Our product was previously promoted by WWW.KIDSSAFENET.COM, a web site owned and
operated by Tim Nash who was an independent authorized distributor of The
Children's Internet(R). However, on July 15, 2003, Mr. Nash terminated his
distributorship with us and has taken down his web site, WWW.KIDSSAFENET.COM.
Mr. Nash is also one of our shareholders. We do not have any authorized
distributors of our product at this time.

CHILDREN ONLINE

Nearly three-quarters of adults (71%) are extremely concerned about children's
Internet habits and believe that careful adults' supervision is needed.
(Pathfinder Study by Arbitron NewMedia. July 1999.) Fifty-six percent of adult
non-users agree that the Internet is a dangerous thing. (Pew Internet & American
Life Project "The Ever-Shifting Internet Population" April 16, 2003.)

A Grunwald Associates survey found ("Children, Families, and the Internet 2000,"
June 2000 Grunwald Associates):

- Children spend between 6 and 10.5 hours per week on the Web.
- Only 41% of parents set up computers to limit where their children travel
on the Internet.
- 89% of sites collect personal information from children.
- Only 23% of websites tell children to ask their parents before giving out
family information.
- 64% of US families have computers at home
- 3/4 of all US teenagers are currently online

One in 5 children who use the Internet to socialize reported being approached
for "cybersex" and 1 in 4 children have received unwanted exposure to sexual
pictures online. ("Report Statistical Highlight," National Center for Missing
and Exploited Children, Crimes Against Children, Research Center and Office of
Juvenile Justice and Delinquency Prevention, June, 2000.) The increasing amount
of content devoted to harmful and unwholesome subjects can keep children from
learning and using this necessary, exciting and resourceful technology.

In addition to these statistics, the online pornography industry continues to
thrive with some calculations estimating that there are more than 12 million web
pages devoted to pornography. ("Accessibility of Information on the Web,"
Lawrence and Giles, NATURE, July 1999, p. 107.) Websites promoting hate, child
pornography, illegal activity and violence are increasingly abundant

as well. Between the months of February 2001 to July 2001 there was a 345%
increase in child pornography websites. (N2H2, Inc. press release, August,
2001.) In spite of law enforcement agencies across the country stepping up their
efforts to stop predators from using the Internet to communicate and attempt to
lure children from their homes, there are hundreds of cases of cyber-crimes
against minors. Another alarming statistic which proves that children need to be
protected while online is that children spent 64.9% more time on pornography
sites than they did on game sites in September 2000. (Source: "The NetValue
Report on Minors Online." BUSINESS WIRE. (taken from study by NetValue, Internet
activity measurement service) December 19,2000.) It is clear that children need
protection and guidance when using the Internet.

AT SCHOOLS

In addition to the inherent need for safe Internet access for consumers' use at
home, schools are mandated by law to implement Internet security measures for
their students. On January 8, 2002, President Bush signed into law the "No Child
Left Behind Act of 2001," re-defining the federal role in K-12 education based
on some basic principles: safe Internet access, stronger accountability for
results, enhanced collaboration between teachers and parents, and improved
academic achievement. These main points are backed by $26.5 billion in federal
funding through 2006. School districts will have to submit annual "report cards"
showing a school's achievement through standardized test scores and validate
teachers' technological qualifications. The law stipulates that the "staff will
be replaced" - if the achievement results are not improved by 2006.

INTERNET SECURITY FOR CHILDREN

The Internet provides easy access to a vast array of information resources and
services in addition to enabling communication between people and organizations
around the world. Unfortunately, this feature of the Internet can pose serious
problems for children and their parents. Left unprotected, children can access
sites that are not appropriate for them. Many parents have serious concerns
about their children accessing sites that contain pornography, profanity,
violence, extreme political views, racism and information on subjects such as
manufacturing explosives or drugs. Statistics confirm that nearly 2/3 of U.S.
families with children under the age of 18 are more likely to access the
Internet (62%) (Internet COMMERCE & COMMUNICATIONS DIVISION; Information
Technology Association of America, February 2002) Of parents with computers,
roughly one out of five (17%) report they do not have Internet access due to
safety concerns for their families. (Jupiter Communication survey, June 1999)
Parents are also concerned that their children may enter unsupervised chat rooms
where children can be exposed to objectionable language or ideas. These unsafe
chat rooms can be havens for sinister individuals who prey on children by
disguising themselves as another child.

Parents have relatively few good options available to them for protecting their
children from harmful materials on the Internet. Parents have attempted to
address their concerns over Internet security for their children in a number of
ways:

- Constant parental monitoring;

- Prohibiting Internet access;

- Commercially available filtering and blocking software; and

- Limiting access to only children's sites.

While there are currently a number of Internet products on the market for
children, none of these approaches give a realistic or total solution. All of
these approaches have serious drawbacks for both children and their parents.

The constant vigilance required of parents to monitor all of their children's
Internet activities poses tremendous challenges to parents. Parents cannot
always available to monitor children's Internet access at those times when
children want or need to be on-line. This creates frustration for both parents
and children and can have the unintentional effect of limiting children's access
to the Internet.

Total denial of Internet access is an effective means of keeping children safe
from harmful materials on the Internet. Unfortunately, it also denies children
access to the many benefits that the Internet has to offer. Therefore, the
tactic of denying Internet access can prove to be crippling to the enrichment of
children's knowledge by eliminating this increasingly valuable resource. It also
inhibits the development of their skills essential in a technologically based
society.

We believe that most parents would allow their children to have access to this
unique resource if their security concerns were adequately addressed.

Filtering and blocking software attempts to prevent the user from accessing
websites that have pre-defined objectionable words or phrases. These programs
can be purchased by consumers and loaded onto a personal computer. Depending on
the vendor, filtering and blocking software varies greatly in its ability to
block undesirable material. Some of the problems with these software programs
are:

1. The security interfaces are generally fairly simple to bypass,
allowing the child to exit the program at will. For example, some
filtering programs can be bypassed simply by typing in the URL
address of any site on the Internet.

2. Filtering and blocking programs do not have the capability of
successfully evaluating sites for appropriate content. Educational
sites are sometimes blocked because of a misinterpretation of content
by the software's logic program. For example, a search for
information on breast cancer would routinely be filtered out since
the word "breast" is within the text and hence blocked by the
filtering software.

3. The company creating the software arbitrarily establishes keywords
and topics. The values of the software maker may not reflect the
values of the purchaser. Depending on the religious/political/social
leanings of the company, the child may be prohibited from accessing
relevant/appropriate information.

4. Filtering programs are incapable of matching the dynamics of the
Internet. Each of these software packages relies on a static database
of key search terms that are stored on the user's system. As websites
are added to the Internet or are changed, these databases must be
updated. The present rate of update is only once per month for many
programs, which limits their ability to block new websites. Also,
these products are incapable of evaluating photographic content.

5. Another security flaw is that most files are stored on the user's
computer, which allows the possibility for tampering or removal of
files in an effort to bypass the security program. Such tampering can
cause the system to malfunction. Computer savvy children can also
modify activity logs, thus eliminating evidence of sites visited.

6. Some ISPs or on-line services such as AOL offer security software.
Most of these features can be easily by-passed by simply turning off
the child security feature.

There are several Internet services that are focused on children. These sites
generally have significant limitations with respect to child security:

1. Content Sites. These sites contain content directed toward children but do
not necessarily provide security. Some of the major sites, such as Disney
and Nickelodeon's Noggin, utilize proprietary characters and products and
stress co-marketing between their Internet sites and their television and
movie offerings but lack security features. Other minor sites offer
original children's content but also lack security features or search
engines.

2. Children's Search Engines. Children's search engines enable children to
search for Internet resources from a pre-selected database of children's
sites. These search engines do not offer a security feature. As a result,
children have access to the Internet at large and can access sites that
contain objectionable material. Other search engines have a large
selection of prescreened sites, but offer no categorization of content by
age.

3. Closed Sites. These sites offer original content and access to a limited
number of partners' Internet sites. However, these sites have no Internet
access and, therefore, children cannot take advantage of the relevant,
timely information offered in a real-time Internet environment.

4. E-Commerce Sites. These sites are designed to sell products or services to
children. They contain neither security features or search engines.

Another option available to parents is to access the Internet through a secure
ISP. A secure ISP uses filtering software, which prevents the user from
accessing offensive materials. The software resides on the ISP server rather
than on the user's computer, which prevents the user from disabling the
software. This approach restricts not only children but their parents' use of
the Internet as well. We believe that the inability of parents to customize the
filtering software to allow them to have greater Internet access than their
children is a significant drawback to the secure ISP. The secure ISP also
suffers from many of the same weaknesses inherent in filtering and blocking
software.

LACK OF COMPREHENSIVE INTERNET PRODUCTS FOR CHILDREN

Current Internet product offerings for children are either single faceted
or lack one or more of the major features which children and parents want in an
Internet service. We believe that an effective security feature is the
cornerstone of a successful Internet product offering for children. Most parents
view security as their primary concern when evaluating Internet usage for their
young children.

On the other hand, we believe children have a different set of needs and
interests when they access the Internet. Children want an Internet environment
that is fun, entertaining, easy to use and

contains specific Internet functionality. We believe children want Internet
content to be as entertaining as the content they get from television and
personal computer software programs. We believe they want to be able to
communicate with their friends on-line via e-mail and chat rooms. We believe
they also want to be able to search the Internet to help them with their
schoolwork or just for fun. As anyone who has used an Internet search engine is
aware, the search process can be difficult and time consuming. We believe the
frustration level for children when they are faced with the prospect of
reviewing hundreds of irrelevant or non-age appropriate sites can be
overwhelming.

While there are currently a number of Internet products on the market for
children, none of them provides the comprehensive solution that parents and
children are seeking. To our knowledge, all currently available products lack
one or more of the following essential features that parents demand and that
children want:

- An effective security feature that requires little technology skill to
use or install
- Internet communications for children including e-mail and chat
- Fun, entertaining children's content
- Content that is appropriate for a child's age level
- An Internet search engine that is easy for children to use

We believe that the absence of a comprehensive Internet product for
children has provided an opportunity for a company, like ours that can deliver a
product, which meets the unfulfilled needs of this very large and rapidly
growing market of children Internet users. We believe the proprietary Safe Zone
Technology(R) does provide the most comprehensive and effective solution
available today that parents and children are seeking.

TWO DOG NET, INC.

Since 1996, Two Dog Net, Inc. a Utah corporation, has been developing The
Children's Internet(R) service and Safe Zone Technology(R) to provide site
content, navigation tools, and security designed especially for children and
their families. The Children's Internet(R) service is designed to allow children
to access the Internet in a safe environment that emphasizes educating children
and developing their Internet navigation skills. Two Dog Net has developed and
tested the user interface for the two primary aspects of the system: the
Internet service's content areas that allows users to search a wide range of
topics while teaching Internet navigation skills and the search engine that
allows users to perform direct searches only to pre-approved sites on the
Internet. The Children's Internet(R) service also provides users with tools for
customizing the scope of Internet access for each family member.

OUR STRATEGY

A RICH AND DYNAMIC ENVIRONMENT

Our strategy for attracting new subscribers and retaining existing ones is to
provide a dynamic environment that continually enhances the users' experience. A
key aspect of this strategy is to deliver rich content and search capabilities
coupled with fast download times. We believe that all users, and children in
particular, will stay interested in the content matter and search results and
therefore spend more time in the Internet environment if download times are fast
and responsive.

The time users spend on the system will directly impact the value of the areas
of the website where sponsors and advertisers are presented.

Rich and entertaining content often involves incorporating multi-media files
within web pages. However, these features typically increase download times as
compared to text pages or simple graphics. To obtain fast download times, we
provide this graphical content to our subscribers via the installation CD-ROM.
The CD-Rom will interface with the Two Dog Net website to create a multimedia
and interactive Internet environment, enabling users to enjoy an enriched
multi-media experience that includes new original content such as games and
instructional content with audio, video, and animation.

PROVIDE A SAFE INTERNET EXPERIENCE

In addition to the content provided by The Children's Internet (R) environment,
the user can use the Children's Internet search engine to visit pre-approved
sites. However, the system is not limited to these pre-approved sites. It is
also designed to allow authorized users, e.g. parents, to customize the portal
by utilizing the Family Favorites feature to add sites from the
Internet-at-large to the sites available to his or her family. Such
modifications will be user-specific, i.e. no other subscriber will be affected
by any other subscriber's customized changes. Customers cannot remove
pre-approved sites from the search engine at this time and we do not intend to
add this feature in the near future. We believe that it is not necessary for
customers to remove pre-approved sites because the pre-approved sites in the
search engine are based on standards set by a recognized educational curriculum
and are not offensive or harmful in nature.

PROMOTE PRODUCT AWARENESS

We plan to invest heavily in mass media and public relations to create product
awareness in order to build a large user base. In addition to the subscription
revenue generated, the number of users and the growth rate of the user base,
along with the user time spent on the system, are the key elements in
determining the value of the advertising space on our system's web pages.
Accordingly, we plan to pursue an aggressive marketing strategy to continuously
promote awareness of The Children's Internet (R).

SAFE ZONE TECHNOLOGY(R)-SECURITY SOFTWARE

The Children's Internet(R) uses proprietary patent pending Safe Zone
Technology(R). This technology, proprietary to Two Dog Net, offers a number of
distinct benefits:

- Provides online security by controlling all online access to only The
Children's Internet(R)environment (until unlocked by an adult with a
password).
- Allows access only to pre-approved Internet sites, protecting the child
from the hazards of the Internet.
- Provides parents with the ability to customize the system for their
children.
- Allows secure e-mail, secure private chat and a proprietary,
child-friendly search engine to function within the security of the
system.
- Denies children access to the home PC operating system so those children
cannot disable security. Even with its multiple set of features and
security, it remains simple for an

authorized adult with a password to unlock the security in seconds to
access their own Internet application and operating system.

SAFE ZONE TECHNOLOGY(R) IS MADE UP OF THREE COMPONENTS:

SAFESOCK - This interface is used to connect the customer to The
Children's Internet(R). It is the core piece of security between the
three major components of our product: 1) the customer's personal
computer 2) the Internet and 3) The Children's Internet(R). When the user
requests a communication connection to the Internet it starts the
authentication process to gain access to the Internet. This user must
enter his/her password to validate their level of access. This level of
security is part of the initial login process that the security controls
before there is a valid network connection. This prevents any user from
logging on to the network and gaining any access without proper security.
The Browser module controls Web sites that can be accessed. Access is
granted via positive authorization, which is determined by querying lists
of pre-approved Web sites. If an individual site is not pre-approved, it
is not accessible. The SafeSock "inclusive" approach collects,
aggregates, and reviews the "good" sites that are then put on the WHITE
LIST of pre-approved sites which is the principle difference on how
Safe Zone Technology(R) differs from most competing systems that uses
an exclusive authorization system or blocking and filtering systems.
Under the "exclusive" system any sites that have not been deemed
inappropriate and are not on the unacceptable list or BLACK LIST are
assumed to be child-appropriate and accessible. Relying solely on the
black list approach is not reliable simply because it does not account
for new inappropriate sites that are added to the Internet on a daily
basis. In addition this approach is not effective against the trickery
of pornographers who create pornographic sites with domain names of
innocuous terms commonly searched for by kids such as "toys" or "games".
The painstaking process of filtering and blocking out sites and
maintaining such a product has proven to deplete resources of such
competing companies.

SOCKWATCH - This module runs unobserved on a client computer, monitors
the sites that are being browsed as well as other general Internet
activity, and creates a log of visited files on the parent's computer.
Parents and educators can view the logged information at a later time.
Logged information will be able to provide authorized persons the ability
to recreate Web-browsing sessions that occurred. The SockWatch Plug-in (a
software package that is installed or "plugged-in" into a computer) will
initially allow users to maintain activity logs on their home computer.

SOCKSURF - This module is a low-level TCP/IP (Transmission Control Protocol /
Internet Protocol) socket interface to programs that have been written to run on
the SafeSock Internet server. It mainly involves the user interface programs on
the browser Client-side (Remote Computer for the User) and the Server-side
(Company's Internal Server that is running the Safe Zone Technology(R)
application) and the related Internet communications protocol that will convey
user-entered information to the SafeSock server. It also involves the
communications between the Client and Server that allows the Family Favorites
feature of the browser to verify Web sites that are appropriate for an
individual user of the SafeSock service. Safe Zone Technology(R) is the default
security software for The Children's Internet(R). Safe Zone Technology(R) loads
below the Windows(R) operating system to protect the home PC with the secure Web
browser, 128-bit cryptography and security system. Until the application is
"unlocked" by an adult with an authorized password, the user cannot access the
Internet through any other browser (i.e.: Internet Explorer or AOL), children
can only access the Internet through The Children's Internet(R). Because The
Children's Internet(R) controls the desktop, the child cannot bypass the
security in order to surf the general Internet because the desktop is

locked down by SafeZone Technology(R) and it also restricts access to the
control panel (except by password), which is where most other security products
are easily disabled.

Safe Zone Technology(R) protects the home PC and networked environments. It is
built at the control level of network communications and it's the interface
between the operating environment of the PC and the servers that control this
access at The Children's Internet(R). Safe Zone Technology(R) was designed to
improve efficiency, security, and the speed of existing communication by locking
this control at the radius interface to the network and behind the Window's
environment to eliminate security holes and redundancies, while still allowing
its user flexibility and control to customize the content according to their
desires.

Safe Zone Technology(R) does not use static filtering or blocking techniques.
Instead, Safe Zone Technolgy(R) literally "locks down" a computer so that it
will only access pre-approved material. This pre-approved content is stored and
accessed from one of our servers, so even if a website is changed to include
inappropriate content, our users will only be able to access the approved
content. Once a site has been reviewed and approved, its content is made part of
the pre-approved database and stays locked into the search engine until the
automated monitoring program detects a change to the site, at which time that
site is re-reviewed before it is either deleted from our search engine if those
changes are not approved or the changed content is made accessible to our users
if it is approved. Parents can easily exit The Children's Internet(R) to enter
the Internet at large through the use of a password. However, the Safe Zone
Technology(R)functions as the default security, so each time someone starts up
the computer, it automatically guides users to the Internet through The
Children's Internet(R) and the computer is in safe mode.

The materials the customers access in Safe Zone are content aggregated from
third party websites. The Children's Internet functions as an Internet search
engine that was specifically designed to be focused on children's content and as
such is "locked" and secured to only link to pre-approved "child safe" age
appropriate content. As a search engine, The Children's Internet can include
websites on the Internet appropriate for children in its indexed directory
without entering into contractual relationships with the owners of these
websites.

ENTERTAINING, FUN AND EDUCATIONAL CONTENT AND FEATURES

In addition to its live aggregated Web content and security, The Children's
Internet(R) is personalized and age specific. We have clustered our content and
graphical interfaces into four different age groups, 3 to 5 year olds, 6 to 8
year olds, 9 to 11 year olds and 12 to 14 year olds. Each age group has fun and
innovative themes from which to choose. The personalization features allow
children to design The Children's Internet(R) to fit their individual
personalities.

The Children's Internet delivers age-appropriate content for each of our four
age groups and is aggregating the highest quality live websites for children
within these groups. Each child can customize his or her Internet environment
by choosing from a selection of age specific homerooms. A large selection of
homerooms has been developed to match the varied interests and likes of children
from themes such as a tree house or a space age homeroom. From the homeroom, a
child can access all the proprietary features of The Children's Internet(R),
including:

- POPULAR CHILDREN'S WEBSITES. Two Dog Net is continuously aggregating
the top quality websites for children to include in The Children's
Internet(R). Children can surf freely within the service and get
access to the best learning resources and popular websites designed
just for them.

- E-BUDDS(TM). This is our secure e-mail where children can send and
receive e-mail messages from their friends and family. Although
secure, E-budds(TM) is not restricted only to users of The Children's
Internet(R). Parents must add desired e-mail addresses to their secure
database profile before their child can send e-mail to or receive
e-mail from those addresses, but those addresses can be from any email
system (hotmail, mindspring, aol, etc.).

- AFTER SCHOOL LOUNGE. Children can link to some of the best resources
and homework help sites on the web.

- NEWS STAND. This feature provides children with topics of interest to
choose from with links to pre-approved news sites. Topics, which are
chosen uniquely for each age group, include subjects such as cartoons,
sports, fashion, book club, entertainment, music and what's hot -
what's not.

- CUSTOMIZABLE GRAPHICAL CALENDAR. This feature offers the children
their own personal daily planner that keeps track of their school
schedule, vacations, birthdays, special events and other activities.
There is also a feature that explains the meaning of the holidays of
each month.

- DAILY GRAB BAG. A host of our colorful characters deliver humorous or
esteem building messages, jokes, riddles or interesting trivia each
day - customized for each age group.

- FUN FACTS OF THE DAY. Daily changing educational facts that are
delivered by animated characters in short cartoon segments developed
specifically for each age group.

- GAME PORTAL. A portal for children to select from a variety of
Internet games appropriate for their age group that are
entertaining and educational.

- SURVEYS. Children can answer survey questions, such as, "What is your
favorite food? - a) pizza, b) hamburgers, c) burritos or d) spaghetti"
and receive instant feedback on how other children in their age group
have responded.

- INCENTIVE SYSTEM. We reward children for partaking in the activities
we offer such as answering surveys, learning from the fun facts or
surfing the Web. Children collect our cyber coins that we call Diggers
and can use them to purchase selected gifts. The more coins they
collect and save the better the gift selection.

- STORYTIME. This feature is one of our portals that provides our
younger children, ages 3 to 8, access to books on-line at unaffiliated
third-party websites. Some of the book selections on these websites
that we link to will read to the children while others are fun

for parents or older siblings to read along with the younger child.

- FAMILY FAVORITES. By simply utilizing the Family Favorites feature,
parents can easily customize their children's access based on their
family's beliefs, individual needs and interests by adding other
websites from outside The Children's Internet(R) while still
maintaining total security.

- TOPIC BASED LINKS. We have organized children's web pages and sites
into a major children's portal with topic-based links to general
children's sites, topics of interest such as entertainment, music,
sports, movies, health, fashion and educational topics including
government, history, literature, etc. We will continually add new
content and features to The Children's Internet(R) to ensure that our
service is fresh and inviting for our users and to constantly stay
ahead of potential competitors.

- MULTI-CULTURAL INFORMATION. We intend for The Children's Internet(R)
to be a multi-cultural place where children can learn other languages
and experience different cultures all within a safe, age specific,
Internet community.

- DISTINCT CHARACTERS. Appearing throughout The Children's Internet(R)
are our mascots, Bango and Baxter, our protector and companion dogs.
Each age level also features its own unique characters to enhance the
child's experience. These proprietary cartoon characters provide a
familiar companion to the child throughout the environment as the
child explores areas of interest. In addition, our characters are
designed to "grow" with the user as he or she progresses to the next
age group within The Children's Internet(R).

- SEARCH ENGINE. The Children's Internet(R) search engine is designed to
provide children with a fun, safe, easy to use and educational means
to access thousands of age-appropriate sites on the Internet.

The search engine utilizes graphical interfaces, which are
specifically designed for each of our four age categories. Each
child can choose from a number of search themes, designed for
their age group, from which to explore the Internet. Theme pages
offer children three ways to perform an Internet search.

The first is the GRAPHICAL SEARCH, which uses animated graphical
topics. These topics are nestled in a richly animated
environment that is alive with sound and color specifically
designed around the topics and age groups. We choose topics that
we believe will encourage children to investigate the good
things the Internet has to offer. For example, in the three to
five year old category we offer subjects like bugs, telling
time, cartoons, ABC's, and music. For the 12 to 14 year old age
group topics include space, hobbies, body systems, famous
speeches and people.

The second means of performing a search is through a DIRECT
SEARCH. A child types in a word, such as CAR, and the search
engine returns all sites in our secure database relating to
cars.

The third method of searching is a category search called
BAXTER'S SMART SEARCH. The

foundation for the category search is based on the educational
standards and curriculum guidelines as set by the Mid-continent
regional Educational Labs (McREL). Baxter's Smart Search lets a child
select from a familiar broad range of subjects generally studied in
school, then select from another subset of categories to help a child
further define their search until the desired information is found.
The category search is an essential part of instilling time management
skills by enabling children to locate sites quickly and easily on
specific topics without the frustration of wading through thousands of
irrelevant Internet pages. Baxter's Smart Search helps to build a
child's confidence and sense of being "smart" through their .
achievement of locating their desired information. Our focused search
capability is a direct result of our proprietary search engine
architecture.

SEARCH ENGINE ARCHITECTURE AND SITE SELECTION

Two Dog Net, Inc. uses it's proprietary Safe Zone Technology(R) to allow
children to benefit from and enjoy the Internet without compromising their
safety or online activities. Consumer Reports in October of 2001 tested six
popular blocking and filtering software products as well as parental controls on
a popular ISP. Consumer Reports found that the security generally failed to
block one out of every five sites deemed objectionable. Unlike these blocking
and filtering products, The Children's Internet(R) service relies on the
"screening and locking" technology of it's proprietary Safe Zone Technology(R).
This technology provides a secure and "locked down" environment while allowing
unrestricted access to thousands of pre-selected Web sites and pages that have
been "screened" and reviewed by Two Dog Net, Inc.'s content staff and then
"locked" into The Children's Internet search engine database.

The Children's Internet(R) aggregates content from the Internet and allows
access to cached copies of approved sites. In addition, the software allows
parents to customize the service by bringing in live sites and pages from
outside of The Children's Internet as they see fit for their individual child.
The comprehensive search engine has thousands web pages in the secure database,
and it is anticipated that it will continue to grow.

The Children's Internet(R) search engine was built on the premise that a search
engine for younger children should be one of quality not quantity and
consequently not be burdened with millions of irrelevant and unsuitable sites
that make searching very time consuming and frustrating for children. Our belief
is that the most important features of a child's search engine is safety, value,
age appropriateness and ease of use.

Two Dog Net's team of educational consultants designed the architecture of the
search engine to generally correspond to the school curriculum for children of
each of the four age groups 3-5, 6-8, 9-11 and 12-14. The search engine is
structured differently for each of the four age groups. As a result, the
categories appearing on the search area for younger children will be different
from those for the older age groups to reflect their different educational
levels and interests.

Although here is currently only one staff content member, Two Dog Net, Inc. back
in 1999 initially had a team of twenty "content watchdogs" made up of teachers,
educators and other qualified reviewers who personally screened each Internet
web page accessible through The Children's Internet. These content watchdogs
first ensured that the web site was safe, wholesome and free of objectionable
material. Then they screened for learning and entertainment value and indexed
each

site according to its age-appropriateness and relevance to curriculum
standards. For guidance and direction Two Dog Net, Inc. follows the curriculum
guidelines set by Mid-continent Regional Educational Laboratory (McREL). McREL
is one of 10 regional educational laboratories (REL's) sponsored by the Office
of Educational Research and Improvement (OERI) of the U.S. Department of
Education and has received international recognition for its comprehensive
compendium on the identification and articulation of content standards and
benchmarks. McREL identifies standards and gives benchmarks of what grade-level
a child is at in the core subject areas of math, science, civics, dance,
theater, music, art, English language arts, history, and social studies, to name
a few. The compilation of content standards for K-12 curriculum is too extensive
to list within this disclosure, but the public at large may view the compendium
of K-12 standards and guidelines by visiting their web site at: www.mcrel.org.

In order to efficiently and effectively begin the systematic collection, review
and analysis of appropriate content for The Children's Internet(R) search
engine, the content staff would go to organizations that they trusted to provide
appropriate sites for children, such as the American Library Association (ALA)
as a resource to aggregate a large number of sites. For example, by visiting
http://www.ala.org/ala/alsc/greatwebsites/greatwebsiteskids.htm the content
staff had access to hundreds of the ALA's picks of "Great Web Sites for Kids".
The content staff also utilized other well-established resources and search
engines, which are focused on children's content such as Yahooligans
(Yahooligans.com) or Ask Jeeves for Kids (AJKids.com).

In reviewing web sites, the content staff reviewed each page of every web site
so that not just the "primary root" address (e.g. http://www.disney.go.com) was
put into the white list of accepted sites, but each page which is identified
with a URL extension for example from Disney's home page the child would then
link to Disney's "Kids Island" games
(http://www.disney.go.com/disneychannel/games/index.html). Notice how the URL
address changes and lengthens to include each web page.

For example an entire site may consist of twenty pages and fifteen of those
pages are accepted and five pages are not accepted. The pages that would be
unacceptable for example would be pages like message boards that the webmaster
does not control and where people can freely post profanity or inappropriate
content and guest book pages where the child may be asked to record personal
information.

The Children's Internet treats every hyperlink, including banner ads, pop-up
windows, and text links as a separate web page and for each such hyperlink to be
approved it is subjected to the same human review process. If a hyperlink is
approved then it is added to the white list database. Therefore, many of the
links on approved pages will not work because they have either not been reviewed
by our content staff member or they have been reviewed and have not met our
criteria. Clicking on a an unapproved hyperlink leads only to a green box that
conforms to the space where the page linked to would normally appear with our
warning message saying, "CAUTION, CURIOUS CANINES! THIS PAGE IS NOT PART OF THE
CHILDREN'S INTERNET". The content of banner advertisements and pop-up windows is
also blocked and results in this same warning message.

SEARCH ENGINE MAINTENANCE

After the difficult and labor-intensive task of building the integral foundation
of the search engine was completed in 2001, Two Dog Net, Inc. downsized its
content staff to one member and has since

focused its efforts on maintaining the database. Maintenance of the search
engine is accomplished through a process of automated programs and human review.
The labor of the content staff member is needed for only approximately 10% of
the process as the automated systems are responsible for 90% of the maintenance
and updating of the search engine, which are supervised by our Chief Software
Architect, Tyler Wheeler. Additionally, Two Dog Net's Chief Technical Officer
oversees the automated update cycles Although we take great precautions both
through automated technology and human review there can be no assurance that we
will be completely successful in addressing all such risks posed by the
Internet.

AUTOMATED SEARCH ENGINE SERVERS

There are three servers involved in operating the search engine and its
maintenance: the public server, the private server and the proxy server. The
public server uses a customized and modified version of the Alta Vista Search
Engine licensed software package and is the search engine and interface accessed
by users. The private server is the home to the private interface used by our
content staff reviewer to maintain and update the system. The proxy server acts
as an intermediary between the Internet and our public server and it is
instrumental to security by employing firewall services that separates and
protects our internal computer network from outside intrusion, administrative
control, and caching services.

AUTOMATED SEARCH ENGINE UPDATES

We maintain the integrity of our "white list" of pre-approved web pages and
update sites by employing a program called Scooter. Scooter is a registered
trademark of the Alta Vista search engine developed by Digital Corporation
(which Two Dog Net licensed and customized). Most Internet search engines have
such a program, which is also known as a "spider" or a "bot." Scooter is a
program designed that visits web sites and reads their pages and other
information in order to create entries for a search engine index. In our case
Scooter goes out to the Internet and systematically visits every pre-approved
web page on our white list and reads the entire page on each web site. When
Scooter finds a pre-approved web page that has changed its URL and or has
changed any text or page contents on the web page then that site is removed from
the white list, returned to the private server, indexed accordingly as a URL
change and or as a text/content change and put in cue to be reviewed by our
content staff member. Due to the large file size of our white list and the
amount of hardware and memory resources it takes to run Scooter, rather than
have Scooter visit the entire white list in one day, we take the white list and
break it down into smaller file sizes and cover the entire list once a week.
Basically we take 20% of our white list each day, Monday through Friday and run
Scooter on the smaller files. After the changed sites are reviewed by our
content staff member and either approved or disapproved, those updates are made
to create a new updated master white list of pre-approved we pages and are
posted to the public server (search engine) and to the proxy server every
Saturday between 10:00 p.m. PST and 2:00 a.m. PST.

AUTOMATED SEARCH ENGINE MAINTENANCE

A significant part of the automated search engine maintenance and security
mechanisms run through the proxy server. The proxy server works directly with
our public server (search engine) and is an integral part or our security
interface for users. All of the web pages that have been screened and
pre-approved by our content reviewers and teachers are cached (stored) on the
proxy server and all of the web pages that are accessible by users through the
search engine (public server) are in the exact image and "state" they were in
when they were screened by the content reviewer. Therefore the only pages
accessed by users are the cached pages and if the page has been updated, changed
or hacked the

child is protected because they only see the pre-approved cached web page and
will not have access to that modified page until it is reviewed by the content
staff and posted back to the white list of approved web pages. The proxy server
is updated every seven days (see "Automated Search Engine Updates")

Our proxy server receives a request for a Web page from a user accessing the
Public server. If the request passes screening requirements (if the requested
web page is exactly the same URL and the same text on the web page) the proxy
server, looks in its local cache of previously downloaded Web pages and returns
it to the user without needing to forward the request to the Internet. If the
page does not match the exact page that is in the cache, this site is
immediately logged to the proxy server and the URL for the site is forwarded to
the private server for our content staff member to review the changed content.
Regardless of whether a site has changes or not, the pre-approved cached page on
the proxy server is what is returned to the user. To the user, the proxy and
cache servers are "invisible" and this process happens in milliseconds.

Additional advantages of using the proxy server are that the cache can speed
response time to users and the identity of users can not be tracked or logged by
the web sites because their only contact is with our servers.

Because the cache is currently updated only once a week, the web content that
our users get will not always be up to date, but we believe this will not be a
serious detriment to potential customers as we believe they prefer the
protection the cache gives against inappropriate content over having the most
up-to-date sites. Additionally, over the past four years, Two Dog Net's actual
experience in this industry has shown that many web pages for children are
rarely updated especially homework help reference web pages (for example
encyclopedia, dictionary, thesaurus entries) as well as games and entertainment
and the seven day lag time for posting updates is sufficient. News and magazine
web pages are generally not part of the search engine but we give parents the
option to customize the product for their children by using our "Family
Favorites" tool to add news and magazine sites as approved links for their child
to access.

CONTENT REVIEWERS SEARCH ENGINE UPDATES

Currently because the primary focus has changed from building or expanding the
database to simply maintaining the existing database, as discussed earlier we
have found that one content staff member is sufficient to review the changed
sites. The content staff member is responsible for reviewing the web pages which
have been removed from the white list because Scooter detected changes to the
content or to the URL. This staff member either updates such a site's URL
address and/or reviews the new and updated content on the page and re-submits
the page as an approved web page or permanently remove the site from The
Children's Internet database if the content is no longer appropriate. In
addition to maintaining the integrity of the original database and keeping URL's
and content current and safe the content reviewer also spends some time
searching for new children's sites to add to the white list.

A QUICK, RICH MULTIMEDIA ENVIRONMENT

We make heavy use of animation and sound throughout The Children's Internet(R)
to make the environment entertaining for children and to maintain their
interest. Our focus groups have confirmed our belief that children are generally
visually oriented and that sound and movement are

major factors in keeping children interested in the content and search results.
We also learned that fast response times are important in maintaining a child's
interest. Animation and sound are not extensively used over the Internet because
sending large multimedia files can significantly slow down response times.

To obtain faster response times, we will periodically provide new content to our
subscribers via CD-ROM. This includes the background screens for the homerooms
and the search engine screens, all of which contain vivid content, animation and
sound. These files are downloaded from the CD to the hard drive of the user's
personal computer and upload from the hard drive almost instantly. The user's
personal computer interacts over the Internet with our host server. The server
is able to deliver to the user content that is customized for each child and
changes daily. This combined method provides users with a rich, interactive
experience with fast response times.

HARDWARE AND INFRASTRUCTURE

We have the rights to The Children's Internet(R) technology from an agreement
with Two Dog Net the developer of the technology. The agreement covers the use
of the technology and the use of hardware and software currently owned by Two
Dog Net on which The Children's Internet(R) operates. Future upgrades to the
equipment for expansion and modernization will be our responsibility.

Our Internet bandwidth provider is EmeryTech Data Center. EmeryTech Data Center,
our co-location facility provides us with10 Mbps (Mega bytes per second) with
expandability of up to 100 Mbps (Mega bytes per second) from two separate
carriers, Qwest Communications and AT &T, for redundancy and back-up
precautions.

MARKETING AND SALES

We plan to have two sources of revenue:

1. Retail Sales- selling monthly subscriptions to the Children's Internet(R)
service directly to consumers; and

2. Wholesale Distribution- selling The Children's Internet at the wholesale
prices to ISPs to re-sell to their current ISP customers.

Customers will pay for the service each month electronically via credit card or
debit card. When the ISP is an authorized wholesale distributor of our service,
the ISP will pay us monthly in one bulk payment for all of their customers
subscribing to the service and then they will bill and collect the monthly
subscription fee from each of their individual subscribers. If an individual
acquires the service directly from us, we will automatically bill for the
service each month. Initially we intend to use an Internet billing service to
provide that service. To reach the approximately 55 million US households with
children, we will invest in television supported by radio and print advertising
as well as public relations activities to generate a high level of product
awareness.

Although we originally planned to offer dial-up services to our customers, on
June 11, 2003, Two Dog Net's third-party dial-up services provider, changed its
pricing to a cost prohibitive structure that made it impossible for us to
continue with our sales plan. Because of this, we are no longer

offering wholesale dial-up services to ISPs. Therefore, our customers will be
ISPs or customers who already have existing Internet access.

Our management believes that adding multiple forms of media to an advertising
campaign raises total response. A combination of different media increases
results because different people respond to different stimuli and reinforces the
advertisers' messages.

All of our marketing efforts, regardless of the medium, will integrate
references to The Children's Internet(R) website. Integration of the website in
all marketing will encourage prospective users to test the product, and
eventually to order the product online.

Selling and marketing are core competencies at The Children's Internet(R). We
will focus our sales and marketing programs on two distinct yet related areas.

Using the ISPs' current customers as a base, we will market The Children's
Internet(R) to those users as well as seek new users. Our sales effort with ISPs
encompasses the utilization of third-party marketing companies.

On August 14, 2002, we entered into a License Agreement and a Independent Sales
Agreement with Infolink Communications, Ltd. Both agreements are for a term of
three years, after which they automatically renew for three additional one year
terms unless a party gives the other party 30 days notice prior to any such
renewal.

Under the License Agreement, Infolink is authorized to sell The Children's
Internet(R) service at prices to be determined by Infolink to the U.S.
government and to corporate sponsors. In return, we would be entitled to $4.05
per month for each computer on which the service is being used by Infolink's
customers under the agreement..

The Independent Sales Agreement allows Infolink to sell The Children's
Internet(R) service to Infolink's customers at prices determined by Infolink. In
return, we would be entitled to $.95 per computer on which the service is used
by Infolink's customers under this agreement.

In addition to establishing relationships with third-party marketing companies,
we also plan to focus on establishing long term, value-driven relationships
with:

- Parents and Children
- The School Market: School Administrators and Teachers

Children are the single fastest growing segment of Internet users today. Despite
this fact, there is an ever-increasing amount of content devoted to harmful and
unwholesome subjects that can damage children and inhibit them from learning
while utilizing this exciting, resourceful technology. Of the 174 million
Internet users in America, 90% of that amount are children and teenagers (ages
5 to 17). (U.S. Internet Population Continues to Grow" Cyber Atlas, Jupiter
Media Corporation, February 6, 2002) In 2000, children 12 years and under
influenced the household spending of over $600 billion. (McNeal, James (2001).
Quoted in McDonald M, Lavelle M. Call it 'kid-fluence'. U.S. NEWS & WORLD
REPORT, July 30, 2001, p.32.)

Careful development of the right message is of critical importance to the
success of our marketing efforts and to the accomplishment of our financial
objectives short and long term. Our commitment is to the ongoing testing and
refinement of our message and our media mix. Initially we envision both local
and regional rollouts prior to a full-scale national program. In most cases,
test programs are most successful when staged over 3 to 4-month timeframes. Our
methodology will develop a program, launch the program, evaluate, refine and
continue forward based only upon having received quality customer feedback.

Our overall business and marketing strategy consists of the following key
elements:

- GENERATE PRODUCT AWARENESS. We will implement an integrated marketing
communications and sales strategy that continuously promotes
awareness of The Children's Internet(R).

- BUILD BRAND EQUITY. We are dedicated to establishing and building our
brand names, and our future plans include marketing and The Children's
Internet(R) branded products based on our proprietary animated
characters.

- ESTABLISH MARKETING RELATIONSHIPS. We believe that entering into
marketing agreements, similar to those we have entered into with
Infolink and described above, will be important in retaining
customers for The Children's Internet(R).

CONSUMER MARKETING AND SALES

We are authorized to use a 30 minute infomercial produced by Two Dog Net
describing The Children's Internet(R) service. The infomercial will be the
cornerstone of our consumer-marketing program. This direct response-marketing
vehicle provides a number of advantages including: a direct sale opportunity,
brand development, cost effectiveness, and rapid market response (feedback).

The infomercial will serve three benefits in our marketing mix: as a primary
source to generate qualified leads, a sponsorship tie-in vehicle and a
significant brand recognition tool. We will utilize the infomercial to support
our dial-up small ISPs, (building new users for them) as well as attracting new
small ISPs. We believe a multi-tiered approach with the infomercial supported by
varied marketing campaigns will be highly effective for us.

We will reach parents through an integrated marketing plan that leads with the
infomercial and supported by traditional marketing venues such as radio and
print. The infomercial includes powerful testimonials from non-biased "experts"
like the FBI, the FCC Chairman Bill Kennard, and IBM's Director of Educational
Services. The infomercial validates the dangers on the Internet, while
simultaneously reinforcing the educational value and need of The Children's
Internet(R).

SPONSORSHIP SALES, ADVERTISING BANNER SALES AND E-COMMERCE

SPONSORSHIP SALES: We intend to present sponsorship opportunities to large
consumer driven companies that focus on the specific demographic markets of
children and/or their families. We

intend to incorporate sponsor specific content into users' primary age-specific
Web pages or on other high traffic areas of The Children's Internet(R). Our
goals are to provide each sponsor with a targeted audience, and to provide
value-added marketing tools to increase both sales and brand equity.

We intend to create a premier sponsorship program for our corporate sponsors.
Premier sponsors on The Children's Internet(R) will have unique benefits over
traditional sponsorships. Utilizing our infomercial expertise, sponsors will be
able to create multi-media, TV-like commercial spots specifically formatted to
"air" on the Internet, otherwise known as Intermercials(C), which will appear in
different areas of The Children's Internet(R).

The Children's Internet(R) has opportunities for events, cross promotions,
tie-ins and long term relationships. The Children's Internet(R) will seek to
attract market leaders in key categories.

ADVERTISING BANNER SALES: Our primary sales effort will be to develop
sponsorship relationships. A secondary effort will be traditional Internet
banner advertising. Because of the nature of The Children's Internet(R), in
which children are automatically directed to and locked into the service,
advertisers are more likely to receive a higher traffic volume of their target
audience than most other potential advertising sites.

E-COMMERCE PARTNERSHIPS: In the past year, the Internet has become a generally
accepted medium for the sale of products and services ranging from books and
CD's to airline and event tickets.

This widespread acceptance of the Internet as a shopping venue for the public at
large opens great opportunities for The Children's Internet(R). We are searching
for companies that wish to establish a presence on the Internet for the sale of
their products to our target audience or our user base. The Children's
Internet(R) has the advantage of being able to design content sites targeted at
the specific user for specific categories of product sales. For example, we may
design a music store in which children can listen to new CDs and purchase the CD
online. We may create a toy store in which children view new toys, try them out
and drag icons of specific toys they want to their own holiday wish list.
Parents will be able to view this list and purchase online the exact toys their
child has requested.

We have not yet made any sponsorship sales or advertising banner sales nor have
we entered into any e-commerce partnerships, and we can offer no assurance that
we will ever successfully do so. However, we hope to derive revenues from these
activities if we are successful.

PUBLIC RELATIONS

Public relations activities will combine events, special promotions, and other
integrated marketing strategies with traditional media relations with the
objective of remaining top-of-mind with consumers and media.

We intend to:

- Promote a Children's Internet Safety Week.
- Build relationships with school districts on a countywide basis.
- Establish educator relations program designed to update educators on
the latest in Internet

technology, including a comprehensive Educator's Kit and media relations
initiatives.
- Encourage use of The Children's Internet(R)in classroom settings day
in and day out.
- Partner with targeted organizations consistent with The Children's
Internet(R) overall business direction.
- Position wherever possible, The Children's Internet(R) to be the
"market leader" in safety on the Internet for children; continually
pursue opportunities to place our management as speakers in
appropriate safety and educational forums.
- Provide news bureau services and announcements of developments within
our company (partners, content, features, etc.).

ONLINE PROMOTION

With the use of permission marketing, we will allow our best prospects and
customers to tell us what kind of information they want and will allow from us
and we will provide it. Building this type of relationship is fundamental in
running successful online and traditional direct selling programs. We are after
long term relationships with our customer base. It is our hope that children who
become users at age four or five stay with us for another five to seven years --
not unlike the loyalty enjoyed by Sesame Street in the 1960s-1990s.

Along with permission marketing, other on-line promotion will include newly
developed Intermercials(C). We will create commercials specifically designed for
Internet viewing and run them throughout the Internet where there is high
visibility of our target audience.

FREE CD DISTRIBUTION

Following the successful software model of free distribution, The Children's
Internet(R) may distribute CD's to appropriate and selected non-profit
organizations and clubs. This will allow large numbers of prospects the
opportunity to become familiar with our product and services.

SCHOOL ADMINISTRATORS AND TEACHERS

To accomplish our objectives, we intend to employ the following marketing
communications programs and elements:

TEACHER SURVEYS - These surveys will be used to determine technology
needs and assess the teachers' understanding of using the Internet as
a primary teaching tool. This will also deepen our relationships and
visibility opportunities with teachers.

EDUCATOR'S PACKAGE- This package will contain a comprehensive assembly
of key printed informational materials to explain the full array of
The Children's Internet(R) services and products--generic brochure,
case studies/testimonials, site screen shots, key facts and
fundraising oriented promotional materials.

EDUCATIONAL CONFERENCES- Typically these events attract 3,000 to
6,000 attendees and represent an outstanding direct marketing
opportunity to build prospects for our sales and marketing database.
Our efforts would include product demonstrations, handouts, and
offers to try The Children's Internet(R).

DIRECT PRESENTATIONS- This method will involve direct selling to
school administrators, technologists, teachers, etc. We will attempt
to be represented at key conferences of the PTA nationally and
regionally.

ACTIVE PARTICIPATION IN SELECTED ADVOCACY GROUPS- This action will be
designed to enable The Children's Internet(R)'s high visibility among
groups concerned and focused on Internet safety for children and the
expansion of more useful content for schools. This would involve The
PTA, National School Board Association and The National Association
of Elementary School Principals.

EDUCATOR PARTNERSHIPS- This action involves designing long-term
relationships with respected educational authorities that are highly
visible throughout the country.

EDUCATION MARKET MEDIA RELATIONS- A series of targeted media
relations activities has been developed to engage school personnel,
parents and children--all around Internet Safety and the uniqueness
of The Children's Internet(R). Media relations will be the foundation
used to generate awareness, trial and involvement with our products
and services.

The school market is an important vehicle for obtaining product trial by
children and awareness of the product by parents. We intend to implement an
aggressive marketing program aimed at school districts and a school fund raising
program aimed at local schools, parents' groups and PTA's. This would provide
not only increased exposure among our target market, but also product trial by
the children.

A NEW REVENUE STREAM FOR SCHOOLS - FUNDRAISING

The Children's Internet(R) has developed a fundraising program for schools with
The Children's Internet(R) as the centerpiece for local community fundraising
efforts. The Children's Internet(R) will pay schools or related organizations
(PTA or Parents Group) a percentage of the subscription revenue generated from
sales of The Children's Internet(R) service by the school or related
organization. Initial interest in this program at focus groups of PTA and Parent
Group members has been extremely high. Parents were drawn by the opportunity of
selling a product that they perceive to have real value rather than the typical
fund raising vehicle of magazines, candy or wrapping paper.

The typical parent group has 5 to 10 members who are dedicated to making their
school better for their children. These parents have almost a missionary zeal
and can be one of our most effective assets. We will test this method initially
with private schools and then expand to the public school sector later on.

PRICING CONSIDERATIONS

The Children's Internet(R) anticipates retail pricing at $9.95 per month.
Presently, there appear to be no specific competitive price barriers or market
forces at work. The Children's Internet(R) brand is capable of exceeding
customer expectations the more the possibility of premium pricing exists.

RESEARCH AND DEVELOPMENT

Based on our agreement with Two Dog Net, we will look to Two Dog Net as our
research and development partner and will continue to rely on Two Dog Net to
keep The Children's Internet(R) technology current. To date, all of the research
and development efforts have been performed by Two Dog Net.

Over the course of the past six years, Two Dog Net has been focused on the
development of Safe Zone Technology(R), The Children's Internet(R), and the
creation of unique user interfaces and feature functionality for The Children's
Internet(R). In the future, in association with Two Dog Net, we will explore
ways to leverage our current knowledge on compatible product enhancements. For
example, some of the development may focus on interactive learning systems, a
parent's portal, multiple participant interactive games for children, a
companion product to The Children's Internet(R) aimed at the teen market, and
on-line books.

We will only begin development of new products after we have successfully
launched The Children's Internet(R) and feel comfortable that the research and
development effort will not dilute our focus and resources from the success of
The Children's Internet(R).

WHOLESALE SALES & MARKETING AGREEMENT

On September 10, 2002, we entered into a License Agreement with Two Dog Net,
Inc. for an exclusive worldwide license to market and sell The Children's
Internet(R) service. We were required to pay Two Dog Net a monthly royalty
payment of 7% of net sales of The Children's Internet(R) product. We acquired
the license for $2,000,000 required to be paid no later than September 10, 2004.
We paid $15,500 of this amount during the quarter ended September 30, 2002.

On November 5, 2002, we amended the License Agreement with Two Dog Net to agree
to issue two million shares of our Series A Convertible Preferred Stock in
exchange for the long term debt owed to Two Dog Net of $1,984,500 to reduce our
long-term debt. However these two million shares were never issued and on March
3, 2003, we replaced the License Agreement with a Wholesale Sales & Marketing
Agreement which gives us the exclusive worldwide right to market, sell, and
distribute The Children's Internet(R) service and wholesale dial-up Internet
service of Two Dog Net. We will pay Two Dog Net a per user charge of $3.00 per
month for each user accessing The Children's Internet(R) service. The Wholesale
Sales & Marketing Agreement has a term of five years and renews for additional
five year terms automatically unless either we or Two Dog Net give written
notice of termination of the agreement not less than one year before the end of
any five year term.

We have related parties with Two Dog Net as follows:

- Our President, Chief Executive Officer, and one of our Directors,
Sholeh Hamedani, is the sole shareholder of our parent company,
Shadrack Films, Inc. Ms. Hamedani was also President of Two Dog Net,
Inc., the licensor of The Children's Internet(R)technology until
August 1, 2002. Ms. Hamedani also owns approximately 10% of the
total outstanding shares of common stock of Two Dog Net
- Ms Hamedani's father, Nasser Hamedani, is the current President,
Chairman and majority

shareholder of Two Dog Net

TWO DOG NET, INC.

We currently rely upon Two Dog Net, Inc. to maintain the product, The Children's
Internet(R), in its current form. Two Dog Net, Inc. invested approximately seven
years in the development of the product and its supporting technologies. Today,
because all the research and product development is complete, they have changed
their business model accordingly and have downsized considerably. They no longer
need to employ technologists, artists, animators, writers, educators, and the
respective management to run the business. Currently they operate their business
with their Founder and Chairman, Nasser Hamedani, their Chief Technical Officer,
Larry Wheeler, an accountant and creative/content director. When it becomes
necessary to subsidize their own efforts they retain, on an as needed basis,
independent contractors. In the unlikely event that Two Dog Net, Inc. ceases
their operations due to circumstances beyond their control we have in place the
necessary mechanisms to seamlessly assume their current responsibilities of
maintaining the product. We feel confident in our management team's ability and
experience to be able to continue supporting the sales of the product.

Aside from their licensing of The Children's Internet(R) service to us, they do
not currently license any of their other products and or technologies.
Additionally, they do not generate any revenues, or net income besides the
revenues derived from the sales of The Children's Internet(R). Two Dog Net,
Inc.'s current overhead costs, which continue to be funded through private
sources, are minimal and they do not foresee their operating costs significantly
increasing.

COMPETITION

In the past three years, competition has significantly declined as many
providers have gone out of business.

However, the market for Internet products and services is still highly
competitive and competition is expected to increase. There are no substantial
barriers to entry in these markets. Although we currently believe that the
diverse segments of the Internet market provide opportunities for more than one
supplier of products and services similar to ours, it is possible that a single
supplier may dominate one or more market segments.

Our management believes that the principal competitive factors in our market are
brand recognition, ease of use, comprehensiveness of available content,
customization by the consumer, quality and responsiveness of search results, the
availability of high-quality, focused value added services, and required
technology to offer access to end users with few interruptions. Competition
among current and future suppliers of Internet navigational and informational
services, high-traffic websites and ISPs could result in significant price
competition and reductions in revenues. There can be no assurance that we will
be able to compete successfully.

We compete with other providers of security software, information and community
services. Many companies offer competitive products or services addressing
filtering of Internet content, including, among others, Net Nanny (Net Nanny
Software, Inc.), Cyber Patrol (The Learning Company), Cyber Snoop (Pearl
Software, Inc.), Cyber Sentinel (Security Software Systems, Inc.), Cybersitter
97 (Solid

Oak Software, Inc.), SurfWatch (SurfWatch Software, Inc.), WebChaperone (WebCo
International, Inc.), EdView Channel Lock and EdViewsmart Zone (EdView, Inc.)
and X-Stop (Log-On Data, Inc.). In addition, we compete with online services
such as Yahooligans! (Yahoo!), an Internet navigator designed for children in
grades K-12; America Online (America Online, Inc.), which offers parental
control options for Internet access; and Disney's Blast Online, which also
offers child-oriented Internet navigation. These companies already have an
established market presence, and are far ahead of us in gaining market share.
Also, entities that sponsor or maintain high-traffic websites or that provide an
initial point of entry for Internet users, such as the Regional Bell Operating
Companies or commercial online services such as the Microsoft Network ("MSN")
and America Online ("AOL"), currently offer and could further develop, acquire
or license Internet search and navigation functions that could compete with our
product.

Many of our existing competitors, as well as a number of potential new
competitors, have significantly greater financial, technical, marketing and
distribution resources. In addition, providers of Internet tools and services
may be acquired by, receive investments from, or enter into other commercial
relationships with larger, well-established and well-financed companies, such as
Microsoft or AOL. Greater competition resulting from such relationships could
have a material adverse effect on our business, operating results and financial
condition.

EMPLOYEES AND CONSULTANTS

We currently employ five employees: Sholeh Hamedani, Soraiya Hamedani, Roaya
Hamedani, Jamshid Ghosseiri and Tyler Wheeler. Four of these are full-time
employees: Sholeh Hamedani, Soraiya Hamedani, Roaya Hamedani, and Tyler Wheeler.
Additionally, we have retained Jim Lambert as a full time financial consultant.
We do not anticipate hiring any additional employees during calendar year 2003.
We hire independent contractors on an "as needed" basis only. We have no
collective bargaining agreements with our employees. We believe that our
employee relationships are satisfactory.

PROPERTIES

On June 30, 2003, we entered into an oral sublease agreement with Hill
Physicians Medical Group, Inc., a California corporation to continue to occupy
office space consisting of 2,759 square feet. The initial term of this sublease
commenced on July 1, 2003 and expired on January 31, 2004. In January 2004, Hill
Physicians Medical Group agreed to extend this sublease to March 31, 2004. The
base rent is $3,200.00 per month.

PATENTS AND TRADEMARKS

Our success is dependent on the proprietary technology from Two Dog Net, Inc.
that we market and sell. The proprietary technology underlying The Children's
Internet(R) service is owned by Two Dog Net, Inc.. We do not have any patents,
pending or otherwise. Following is a list of the intellectual property we have
the rights to use from Two Dog Net, Inc.:

- "The Children's Internet(R)" registered trademark;
- Safe Zone Technology(R) registered trademark;
- The Safe Zone Technology(R) software patent application pending; and
- "Two Dog Net(TM)" trademark.

"Children's Internet" is a service mark of Two Dog Net, Inc. and was registered
with the U.S. Patent and Trademark Office on October 9, 2001 as Registration
Number Serial Number 75378450. We do not hold any registered service marks or
trademarks.

Two Dog Net, Inc. filed U.S. Patent Application No. 08/971,447 for the Safe Zone
Technology(R) software on or about December 1, 1997 and on or about November 20,
2000 they filed a continuation application. They have advised us that there is
no assurance that the patent will ever be issued and that the patent application
process may continue through the year 2004.

Despite our efforts to protect our proprietary rights, unauthorized parties may
attempt to copy aspects of products or to obtain and use information that we
regard as proprietary. Policing unauthorized use of our products is difficult,
and while we cannot determine the extent to which piracy of our software
products exists, such piracy can be expected to be a persistent problem,
particularly in international markets and as a result of the growing use of the
Internet. Some courts have held that shrink-wrap licenses, because they are not
signed by the licensee, are not enforceable. In addition, there can be no
assurance that patent applications filed by Two Dog Net, Inc. will result in
patents being issued, and any patents that may be issued to it in the future,
will afford protection against competitors with similar technology; nor can
there be any assurance that patents issued to Two Dog Net, Inc. will not be
infringed upon or designed around by others or that others will not obtain
patents that we would need to license or design around. Impairment of our
intellectual property rights could negatively affect our business or could allow
competitors to minimize any advantage that our proprietary technology may give
us.

LITIGATION

We are not engaged in any legal proceedings and are not aware of any pending or
threatened litigation that could have a material adverse effect on our business.

MANAGEMENT

Our directors and executive officers are as follows:

Name Age Position
- ----- --- --------
Sholeh Hamedani 35 President, Chief Executive Officer, Chief
Financial Officer, Chairman of the Board of
Directors
Jamshid Ghosseiri 63 Secretary, Director
Tyler Wheeler 32 Chief Software Architect, Director
Roger Campos, Esq. 56 Director
Dale Boehm 34 Director

MS. SHOLEH HAMEDANI, has been our President, Chief Executive Officer, Chief
Financial Officer and Chairman of the Board since August 23, 2002. From May 2002
through the present, she has served as the President, CEO and founder of
Shadrack Films, Inc., our parent company. From July 1995 to August 2002, she was
President and co-founder of Two Dog Net, Inc., a security solutions provider and
software developer. She was responsible for managing product development of new

technologies, as well as creating and implementing their marketing strategies.
Ms. Hamedani's experience includes local and national advertising campaigns on
television, radio, and print as well as producing, scripting and directing
educational video programs and television infomercials. Prior to Two Dog Net,
Inc., Ms. Hamedani was part of the founding team at SyberVision Systems in the
Production and TV Media Department from 1985 to 1989. Ms. Hamedani attended
California State University, Hayward majoring in Business Administration from
1985 to1988.

MR. JAMSHID GHOSSEIRI has been a director since August 23, 2002 and Secretary
since January 2, 2003. From January 9, 1989 through the present, he has served
as Chief of the Microbiology Department at Mt. Diablo Medical Center. Mr.
Ghosseiri has over 35 years of experience in the field of clinical microbiology
and research in infectious diseases. He received a B.S. from San Jose State
University in 1966 and completed his Post Graduate Studies in Infectious
Diseases at Stanford University in 1969.

MR. TYLER WHEELER has been our Chief Software Architect and a director since
August 23, 2002. He co-founded Micro Tech Systems in 1989. In 1993, he and his
father founded Integrative Systems, Inc., a hardware and software computer
consulting firm. From January 1996 to August 2002 , Mr. Wheeler served as Vice
President of Technology at Two Dog Net, Inc. a security solutions provider and
software developer. Mr. Wheeler completed a BA in Finance and Business Law at
California State University, Fresno in May of 1996.

MR. ROGER CAMPOS, ESQ. has been a director since August 23, 2002. Mr. Campos
received his J.D. (law) degree in June 1972 from the United States International
University (San Diego, CA) and received his BA in June of 1969 from the
University of California at Santa Barbara. From February 2002 through the
present, he serves as President and CEO of the Minority Business Roundtable, a
national membership organization, based in Washington DC, for CEOs of the
nation's largest minority-owned companies. From January 2000 to February 2002,
Mr. Campos was Executive Director of the Minority Business Roundtable. From
January 1997 to January 2000, he served as Vice President of government
relations for the Hispanic Association of Colleges and Universities. Mr. Campos
provides consulting services in the areas of contracting, marketing, and
business transactions.

MR. DALE BOEHM has been a director since August 23, 2002. Since March 17, 2003
continuing to the present Mr. Boehm is the President of MasterLink Corporation.
MasterLink Corporation is a project management based professional services
organization with a focus on network and system integration, carrier services
brokering and network management services. From September 2002 continuing
through today Mr. Boehm is the Founder and President of Caspian Technology
Concepts, a consulting firm specializing in network management services.
Previous to this, Mr. Boehm served as Director of Sales at Qwest
Telecommunications, Inc from July 2001 continuing until August 2002where he was
responsible for 90+ direct reports and all of the revenue in the National
Accounts division in Illinois and Wisconsin. From December 2000 to July 2001,
Mr. Boehm was the Regional Vice President of Central Region Sales at OneSecure
Inc., a managed security services provider enabling clients to co-manage
firewalls. Mr. Boehm was Regional Vice President Enterprise Solutions of
GlobalCenter from November 1999 through December 2000 prior to its sale to
Exodus. He was also the Manager of IP Network Solutions at AT&T from February
1997 through November 1999. From January 2000 through the present, Mr. Boehm has
been an instructor of TCP/IP, Business-to-Business e-Commerce, and IP Technology
programs at the University of Wisconsin-

Milwaukee where he is the Chairman on the Executive Steering Committee for the
University Outreach Program. He is also a member of the Information Systems
Security Association (ISSA)(R). Mr. Boehm received his Certificate of
Telecommunications Analysis from the University of Wisconsin-Milwaukee in 1994
and is currently enrolled at Concordia University, Mequon, Wisconsin for a
Bachelor of Arts, Management & Communication degree.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

MEETINGS OF THE BOARD OF DIRECTORS AND INFORMATION REGARDING COMMITTEES

There currently are no committees of the Board of Directors. The Board of
Directors held three meetings in fiscal 2002. All Directors attended at least
75% of the meetings of the Board of Directors.

EXECUTIVE COMPENSATION

GENERAL COMPENSATION DISCUSSION

All decisions regarding compensation for our executive officers and executive
compensation programs are reviewed, discussed, and approved by the Board of
Directors. All compensation decisions are determined following a detailed review
and assessment of external competitive data, the individual's contributions to
our success, any significant changes in role or responsibility, and internal
equity of pay relationships.

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation earned by or paid to the
executive officers for the last three fiscal years. None of our officers earned
more than $100,000 in the last three fiscal years.

ANNUAL
COMPENSATION LONG TERM COMPENSATION
------------------------------------------- ------------------------------------
Awards Payouts
----------------------- --------
Other Securities
Annual Restricted Underlying
Compen- Stock Options/ LTIP All Other
Salary Bonus sation Awards SARs Payouts Compensation
Year ($) ($) ($) ($) (#) ($) ($)
---- -------- -------- -------- --------- ----------- -------- ------------

Sholeh Hamedani,
President, CEO, CFO 2002 $ 90,000[1] $ 0 $ 0 $ 0 -0- $ 0 $ 0

Alan Schram,
President, Secretary
and Treasurer[2] 2002 $142,848[3] $ 0 $ 0 $ 0 -0- $ 0 $ 0
2001 $ 0 $ 0 $ 0 $ 0 -0- $ 0 $ 0
Hagit Bernstein,
President and
Secretary[4] 2000 $ 0 $ 0 $ 0 $ 0 -0- $ 0 $ 0
1999 $ 0 $ 0 $ 0 $ 0 -0- $ 0 $ 0
Raphi Shram,
Treasurer[5] 2000 $ 0 $ 0 $ 0 $ 0 -0- $ 0 $ 0
1999 $ 0 $ 0 $ 0 $ 0 -0- $ 0 $ 0

____________________________
1 Accrued unpaid and was contributed to capital as of December 31, 2002.

2 Resigned August 12, 2002.

3 In July 2002, the Company (which was then named DWC Installations) sold
1,166,755 newly issued shares of its common stock to Shadrack Films, Inc.
(then named The Children's Internet, Inc.) for $150,000. This was the
transaction in which the current management assumed control of the Company.
Out of this $150,000 received by the Company, Alan Schram received $142,848
for his services to the Company.

4 Resigned January 1, 2001.

5 Resigned January 1, 2001.

No options or SARs where granted to any executive officers.

EMPLOYMENT AND RELATED AGREEMENTS

We have not entered into any employment agreements.

PRINCIPAL STOCKHOLDERS

The following table sets forth the shareholdings of those persons who: (i) own
more than 5% of our common stock as of August 20, 2003 with the number of
outstanding shares at 2,287,755; (ii) are our officers or directors; and (iii)
all officers and directors as a group:

PERCENTAGE
PERCENTAGE BENEFICIALLY
BENEFICIALLY OWNED FOLLOWING
OWNED PRIOR TO MAXIMUM
NAME NUMBER OF SHARES OFFERING[1] OFFERING[5]
- ------------------------------- ---------------- --------------- ----------------

Sholeh Hamedani, President,
CEO, CFO, Director[2] 1,166,755[3] 51.0% 18.6%

Jamshid Ghosseiri, Ph.D.,
Secretary, Director[2] -0- -0- -0-

Tyler Wheeler, CTO, Director[2] -0- -0- -0-

Roger Campos, Esq., CTO,
Director[2] -0- -0- -0-

Dale Boehm, Director[2] -0- -0- -0-

All Officers and Directors as a
group (5 people) 1,166,755 51.0% 18.6%

Shadrack Films, Inc. 1,166,755[3] 51.0% 18.6%

Steve Sowieja[2] 210,000[4] 9.2% 3.3%[6]

1 Except as otherwise indicated, we believe that the beneficial owners of
Common Stock listed above, based on information furnished by such owners,
have sole investment and voting power with respect to such shares, subject to
community property laws where applicable. Beneficial ownership is determined
in accordance with the rules of the SEC and generally includes voting or
investment power with respect to securities. Shares of Common Stock subject
to options or warrants currently exercisable, or exercisable within 60 days,
are deemed outstanding for purposes of computing the percentage of the person
holding such options or warrants, but are not deemed outstanding for purposes
of computing the percentage of any other person.

2 c/o 2401 Crow Canyon Road, Suite 201, San Ramon, California 94583.

3 In July 2002, the company (which was then named DWC Installations) sold
1,166,755 newly issued shares of its common stock to Shadrack Films, Inc.
(then named The Children's Internet, Inc.) for $150,000. This was the
transaction in which Shadrack Films, Inc. obtained majority ownership
interest and became our parent company. Out of this $150,000 received by the
company, Alan Schram who before his resignation on August 17, 2002 was the
sole director and President of the
_____________________

company, received $142,848 for his services to the company.

4 Includes 100,000 shares of common stock held in the name of Cities Electric.
Steve Sowieja is the principal of Cities Electric.

5 Assumes the sale of all 4,000,000 shares of common stock being offered by The
Children's Internet, Inc. in this offering resulting in 6,287,755 shares of
common stock being outstanding.

6 Assumes that Steve Sowieja does not sell any of the shares beneficially held
by him in this offering. Steve Sowieja is also listed as a selling
shareholder in this prospectus and in the event he sells shares, his
percentage of ownership would be decreased.
_____________________

SELLING STOCKHOLDERS

1,118,500 shares of common stock offered under this prospectus may be sold by
the holders. We will not receive any of the proceeds from sales of shares
offered under this prospectus by stockholders.

All costs, expenses and fees in connection with the registration of the selling
stockholders' shares will be borne by us. All brokerage commissions, if any
attributable to the sale of shares by selling stockholders will be borne by the
stockholders.

The selling stockholders are offering a total of 1,118,500 shares of our stock
common stock. The selling stockholders are not affiliated with broker-dealers.
The following table sets forth:

a. the name of each person who is a selling stockholder;

b. the number of securities owned by each such person at the time
of this offering; and

c. the number of shares of common stock such person will own after
the completion of this offering.

The column "Shares Owned After the Offering" gives effect to the sale of all the
shares of common stock being offered by this prospectus, including the 4,000,000
shares being offered for sale in this offering by The Children's Internet.

NO. OF
SHARES SHARES OWNED PRIOR SHARES OWNED AFTER
SELLING STOCKHOLDER OFFERED TO THE OFFERING THE OFFERING
------------------- -------- ----------------------- --------------------
NUMBER PERCENTAGE NUMBER PERCENTAGE
--------- ---------- ------ ----------

Steve Sowieja 110,000 110,000 4.81% 0 0%
Cities Electric[1] 100,000 100,000 4.37% 0 0%
Reza Mizban 71,934 71,934 3.14% 0 0%
Ronald Jones 70,221 70,221 3.07% 0 0%
Larry Wheeler 68,542 68,542 3.00% 0 0%
Farzin Cigarchi 68,508 68,508 2.99% 0 0%
Phoenix Fund Partners, LP[2] 60,000 60,000 2.62% 0 0%
Leona Holdings, LLC[3] 58,335 58,335 2.55% 0 0%

Five Star Financial[4] 50,000 50,000 2.19% 0 0%
Onyx Holdings[5] 50,000 50,000 2.19% 0 0%
Alan G. Schill 32,160 32,160 1.41% 0 0%
Fouad Batah 23,000 23,000 1.01% 0 0%
Norman Shumate 20,000 20,000 * 0 0%
William Gonte 20,000 20,000 * 0 0%
Jeffrey Parker 15,000 15,000 * 0 0%
Marc Williams 15,000 15,000 * 0 0%
Richard Kwiecinski 15,000 15,000 * 0 0%
J. Scott Phillips 12,500 12,500 * 0 0%
Jet 1 Profit Sharing[6] 12,500 12,500 * 0 0%
Charnie Stein 10,000 10,000 * 0 0%
J.H. & Eva Leta Colbert 10,000 10,000 * 0 0%
Joan O'Brien 10,000 10,000 * 0 0%
Mark Peltier 10,000 10,000 * 0 0%
Paul Michael Perez 10,000 10,000 * 0 0%
Timothy M. Nash 10,000 10,000 * 0 0%
Jill Morton 8,000 8,000 * 0 0%
Robert Hannabery 6,500 6,500 * 0 0%
Fred & Ardith Frederickson 6,000 6,000 * 0 0%
Margaret Altman 6,000 6,000 * 0 0%
A Nose for Sound[7] 5,000 5,000 * 0 0%
Aldo Cataldo 5,000 5,000 * 0 0%
Bonnie Elzinga 5,000 5,000 * 0 0%
Burt Duer 5,000 5,000 * 0 0%
Diane Lupo 5,000 5,000 * 0 0%
Edward & Sarah Kochevar 5,000 5,000 * 0 0%
Gina Gubbins-Mather 5,000 5,000 * 0 0%
Gregory & Susan Schwem 5,000 5,000 * 0 0%
James & Juanita Allen 5,000 5,000 * 0 0%
John E. and Margaret L. DeBates 5,000 5,000 * 0 0%
Judtih Geyer 5,000 5,000 * 0 0%
Lloyd & Wilma Jensen 5,000 5,000 * 0 0%
Luis Eduardo Ortiz 5,000 5,000 * 0 0%
Merrill & Ruth Schmieding 5,000 5,000 * 0 0%
Michael L. Eastop 5,000 5,000 * 0 0%
Raymond A Schmitz, Jr. 5,000 5,000 * 0 0%
Raymond A Schmitz,, III 5,000 5,000 * 0 0%
Ronald Lee 5,000 5,000 * 0 0%

William Scotts 5,000 5,000 * 0 0%
Phil W. and Joan F. Ensor 4,500 4,500 * 0 0%
Attilio Caliendo 4,000 4,000 * 0 0%
Ellen S. Frank 4,000 4,000 * 0 0%
Valeria Howard 4,000 4,000 * 0 0%
Milena Arantes 3,500 3,500 * 0 0%
Dharmendra I. Patel 3,000 3,000 * 0 0%
Ed Hidrogo 2,750 2,750 * 0 0%
Bernice Fay Tugman 2,500 2,500 * 0 0%
Francesca Caliendo 2,500 2,500 * 0 0%
Gary & Merial Henson 2,500 2,500 * 0 0%
Joseph Ceglio 2,500 2,500 * 0 0%
Michael Cutro 2,500 2,500 * 0 0%
Ronald Summers 2,500 2,500 * 0 0%
Thomas P. Ksiezopolski 2,500 2,500 * 0 0%
Todd Denenberg 2,500 2,500 * 0 0%
Paul G. and Kathie L. Haertling 2,000 2,000 * 0 0%
Rafael Caliendo 2,000 2,000 * 0 0%
Robert Skaggs 1,300 1,300 * 0 0%
Edward P. and Patricia E. 1,250 1,250 * 0 0%
Morrissey
Robert and Elizabeth Graham 1,250 1,250 * 0 0%
A. Q. Joffe 1,000 1,000 * 0 0%
Dan Sidenberg 1,000 1,000 * 0 0%
Donald & Tamra Miller 1,000 1,000 * 0 0%
Kevin Hannabery 1,000 1,000 * 0 0%
Kimberly A. Petilli 1,000 1,000 * 0 0%
Linda J. Morra 1,000 1,000 * 0 0%
Lori Geller Warshaw 1,000 1,000 * 0 0%
Michael Perlmutter 1,000 1,000 * 0 0%
Russell Summers 1,000 1,000 * 0 0%
Marc Launey 750 750 * 0 0%
J. Tim Gonzales 500 500 * 0 0%
Melissa W. Wilson 500 500 * 0 0%

* Less than 1%.

1. The principal of Cities Electric is Steve Sowieja.

2. The principals of Phoenix Fund Partners, LP are John Czeck, Beth Turk and
Mary Butler

3. The principal of Leona Holdings, LLC is Jayne Carper.

4. The principal of Five Star Financial is Peter Perez.

5. The principal of Onyx Holdings is Cort Poyner.

6. The principal of Jet 1 Profit Sharing is J. Scott Phillips.

7. The principal of A Nose for Sound is Bruce Gerstein.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our President, Chief Executive Officer, and one of our Directors, Sholeh
Hamedani, is the sole shareholder of our parent company, Shadrack Films, Inc.
Ms. Hamedani was also President of Two Dog Net, Inc., the owner of The
Children's Internet(R) technology until August 1, 2002. Ms. Hamedani also owns
approximately 10% of the total outstanding shares of Common Stock of Two Dog
Net, Inc.

Ms Hamedani's father, Nasser Hamedani, is the current President, Chairman and
majority shareholder of Two Dog Net, Inc.

On June 28, 2002, we entered into a Consulting Agreement with Alan Schram. This
agreement provided for Alan Schram to provide consulting services to us. In
return for his services, the agreement entitled Alan Schram to receive 25,000
shares of our common stock at the completion of the agreement's four month term.
We are currently in negotiations with Mr. Schram to settle our obligations under
the terms of this agreement. As of the date hereof, these shares have not been
issued. Alan Schram is our former President, Secretary, Chief Financial Officer
and Director.

On July 3, 2002, we entered into an agreement with Shadrack Films, Inc. Pursuant
to the agreement, we sold 1,166,755 newly issued shares of our common stock to
Shadrack Films, Inc. in exchange for an aggregate purchase price of $150,000.
Sholeh Hamedani is the sole shareholder of Shadrack Films, Inc.

On September 10, 2002, we entered into a License Agreement with Two
Dog Net, Inc. to license The Children's Internet(R) technology and
intellectual property. We paid $15,500 in cash to Two Dog Net in
consideration for the License Agreement. This agreement was
subsequently cancelled and on March 3, 2003, we entered into a new
Wholesale Sales & Marketing Agreement with Two Dog Net. Under the
terms of this agreement, we will pay Two Dog Net$3.00 per month for
each user accessing The Children's Internet(R) service.

The Agreement also provides that we will pay Two Dog Net $3.79 per month
for each user accessing Internet dial-up service, but we have no plans to
offer dial-up service.

In a Stock Purchase Agreement dated October 11, 2002 and in reliance on an
exemption from registration pursuant to Section 4(1) of the Securities Act of
1933,our original shareholders sold 1,118,500 of their shares of our common
stock to various purchasers, two of who are related to our management, Nasser
Hamedani, Sholeh Hamedani's father, and Soraiya Hamedani, Sholeh Hamedani's
sister. Some of these purchasers were introduced to the original shareholders by
Sholeh Hamedani, our President, Chief Financial Officer, and a Director. Some of
these purchasers resold their shares to unrelated third parties, relying on an
exemption from registration pursuant to Section 4(1) of the Securities Act of
1933. A portion of the proceeds received from the stock sale by the purchasers
was in turn loaned to Shadrack Films, Inc., our parent company. Shadrack Films
used these funds to finance our initial operations thus far. These amounts are
reflected on the financial statements as "Due to Parent Company." The original
shareholders received their shares from us in reliance on the exemption from
registration pursuant to Section 4(2) of the Securities Act of 1933.

One of our shareholders, Tim Nash was an independent authorized distributor of
The Children's

Internet(R) and promoted our product on his web site, WWW.KIDSSAFENET.COM.
Mr. Nash is no longer an independent authorized distributor for us since
July 15, 2003 and he has since taken down his web site. Mr. Nash owns 10,000
shares of our common stock.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $.001 and 10,000,000 shares of preferred stock, par value $.001, of which
respectively 2,287,755 and zero are issued and outstanding as of December 31,
2002. We have approximately 90 holders of our common stock prior to this
offering. There are no outstanding options or warrants to purchase, or
securities convertible into our common shares.

COMMON STOCK

Each holder of our common stock is entitled to a pro rata share of cash
distributions made to shareholders, including dividend payments. The holders of
our common stock are entitled to one vote for each share of record on all
matters to be voted on by shareholders. The holders of our common stock are
entitled to receive dividends when, as and if declared by our Board of Directors
from funds legally available for that purpose. Cash dividends are at the sole
discretion of our Board of Directors. In the event of our liquidation,
dissolution or winding up, the holders of common stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of our liabilities and after provision has been made for each class of stock, if
any, having any preference in relation to our common stock. Holders of shares of
our common stock have no conversion, preemptive or other subscription rights,
and there are no redemption provisions applicable to our common stock. Holders
of shares of our common stock do not have any cumulative voting rights.

PREFERRED STOCK

Our Board of Directors has the authority, without action by our stockholders, to
issue up to 10,000,000 shares of preferred stock in one or more series and to
designate the rights, preferences and privileges of each series, any or all of
which may be greater than the rights of the common stock. The effect of the
issuance of any shares of preferred stock upon the rights of holders of the
common stock might include, among other things, restricting dividends on the
common stock, diluting the voting power of the common stock, impairing the
liquidation rights of the common stock and delaying or preventing a change in
our control without further action by the stockholders. As of the date hereof,
no shares of preferred stock are issued and outstanding. The preferred stock
does not have any cumulative voting rights.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for our shares of common stock is Transfer
Online, 227 SW Pine Street, Suite 300, Portland, Oregon 97204.

MARKET FOR COMMON EQUITY

Immediately prior to this offering, there was no public market for our common
stock. We intend to attempt to have our shares of common stock quoted on the
Over the Counter Bulletin Board (OTCBB). However, there is no assurance that we
will find a broker willing to file the Form 211

necessary for our shares to be considered for quotation on the OTCBB or
that our shares will qualify to be listed on the OTCBB if a Form 211 is filed.

All of the shares sold in this offering will be freely tradable without
restriction or further registration under the Securities Act. If shares are
purchased by our "affiliates" as that term is defined in Rule 144 under the
Securities Act, their sales of shares would be subject to the limitations and
restrictions that are described below.

All of the remaining shares of common stock outstanding were issued and sold by
us in reliance on an exemption from the registration requirements of the
Securities Act and will become eligible for sale in the public market pursuant
to Rule 144 as described below.

Approximate Shares Eligible
Relevant Dates for Future Sale Comment
-------------- --------------------------- -------

On the date of this prospectus 5,118,500 Freely tradable shares sold
in this offering if maximum
offering is sold

Pursuant to Rule 144 upon 2,287,755 Shares salable under Rule 144
expiration of the applicable or Rule 144(k)
holding period

RULE 144

In general, under Rule 144 as currently in effect, beginning 90 days after the
date of this prospectus, a person who has beneficially 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:

- 1% of the number of shares of common stock then outstanding, which will
equal approximately 60,800 shares immediately after this offering; or

- the average weekly trading volume of the common stock on the 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 other requirements regarding the manner
of sale, notice filing, and the availability of current public information about
us.

RULE 144(K)

Under Rule 144(k), a person who is not deemed to have been one of our affiliates
at any time during the three months preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least two years, including the
holding period of any prior owner other than an affiliate, is entitled to sell
such shares without complying with the manner of sale, notice filing, volume
limitation or notice provisions of Rule 144.

PLAN OF DISTRIBUTION

DIRECT PUBLIC OFFERING

We are offering for sale a maximum of 4,000,000 shares of our common stock in a
self-underwritten offering directly to the public at the price of $2.00 per
share. This offering will terminate 12 months after this registration statement
is declared effective by the Securities and Exchange Commission, provided we may
extend the offering for up to one year following the twelve-month offering
period. We have not conducted any discussions or negotiations for the sale of
all or any portion of those 4,000,000 shares of our common stock. There is no
minimum number of shares that must be purchased by each prospective purchaser.

We anticipate that Sholeh Hamedani, our President, Chief Executive Officer,
Chief Financial Officer, and Director, will participate in the offer and sale of
our common stock, and rely on the safe harbor from broker-dealer registration
set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Although Ms.
Hamedani is an associated person to us as that term is defined in Rule 3a4-l
under the Exchange Act, she is deemed not to be a broker for the following
reasons:

- Ms. Hamedani is not subject to a statutory disqualification as that term
is defined in Section (a)(39) of the Exchange Act at the time
of her participation in the sale of our securities.

- Ms. Hamedani will not be compensated for her participation in the sale of
our securities by the payment of commissions or other remuneration based
either directly or indirectly on transactions in securities.

- Ms. Hamedani is not an associated person of a broker or dealer at the
time of participation in the sale of our securities.

- Ms. Hamedani is not associated with a broker or dealer and does not have
an arrangement with a broker or dealer to effect transactions in
securities.

- Ms. Hamedani does not participate in selling an offering of securities
for any issuer more than once every 12 months other than in
reliance on paragraph (a)4(i) or (a)4(iii) of Section 3a4-1 of the
Securities Exchange Act of 1934, except that for securities issued
pursuant to Rule 415 under the Securities Act of 1933, the 12 months
shall begin with the last sale of any security included within one rule
415 registration.

Ms. Hamedani will restrict her participation to the following activities:

- Preparing any written communication or delivering any communication
through the mails or other means that does not involve oral solicitation
by the President of a potential purchaser;

- Responding to inquiries of potential purchasers in communications
initiated by the potential purchasers, provided, however, that the
content of responses are limited to information contained in this
registration statement and any amendments filed hereto filed under the
Securities Act or other offering document; and

- Performing ministerial and clerical work involved in effecting any
transaction.

We have not retained a broker or dealer for the sale of securities being
offered. In the event we retain a broker or dealer who may be deemed an
underwriter, we will file an amendment to the registration statement.

Our officers and directors are entitled to purchase offered shares. However,
none of our officers or directors has indicated that they will purchase any of
the offered shares and, therefore, we do not believe that any of our officers or
directors will purchase any of the offered shares. If any of our officers or
directors decides to purchase offered shares, we do not intend to loan such
officer or director the funds necessary to purchase offered shares.

The shares of common stock we are offering have not been registered for sale
under the securities laws of any state as of the date of this prospectus. We
intend to register or qualify the offered shares in California.

Under the Securities Exchange Act of 1934 and the regulations thereunder, any
person engaged in a distribution of the shares of our common stock offered by
this prospectus may not simultaneously engage in market making activities with
respect to our common stock during the applicable "cooling off" periods prior to
the beginning of such distribution.

SELLING STOCKHOLDERS

The selling stockholders will sell their shares from time to time in negotiated
transactions at a price of $2.00 per share, provided that in the event that our
shares become quoted on the OTC Bulletin Board, selling stockholders may sell
their shares at then-prevailing prices or in privately negotiated transactions.
Such transactions may or may not involve NASD licensed broker-dealers. There is
no minimum investment amount.

The selling stockholders may effect such transactions by selling common stock
directly to purchasers or to or through broker-dealers, which may act as agents.
Such broker-dealers may receive compensation in the form of discounts,
concessions, or commissions from the selling stockholders. They may also receive
compensation from the purchasers of common shares for whom such broker-dealers
may act as agents. Such compensation as to a particular broker-dealer might be
in excess of customary commissions.

Each selling stockholder and any broker-dealer that acts in connection with the
sale of shares of common stock may be deemed to be, an "underwriter" within the
meaning of Section 2(11) of the Securities Act of 1933.

The shares are being offered as part of a continuous offering under Rule 415 of
Regulation C under the Securities Act of 1933. Our management expects that the
shares will be sold within one year of the commencement of the offering and
expects to update this Prospectus for any material changes as needed.

We have notified the selling stockholders of the prospectus delivery
requirements for sales made pursuant to this prospectus and that, if there are
material changes to the stated plan of distribution, a

post-effective amendment with current information would need to be filed
before offers are made and no sales could occur until such amendment is declared
effective.

Selling stockholders also may resell all or a portion of the common shares in
open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided they meet the criteria and conform to the requirements of such
rule.

APPLICABILITY OF "PENNY STOCK RULES"

We anticipate that, if our common stock is accepted for quotation on the
Bulletin Board system, it will trade at less than $5.00 per share for an
indeterminate amount of time. Therefore, the SEC "penny stock" rules will govern
the trading in our common stock. These rules require, among other things, that
any broker engaging in a transaction in our securities provide its customers
with the following:

- a risk disclosure document,
- disclosure of market quotations, if any,
- disclosure of the compensation of the broker and its salespersons in the
transaction, and
- monthly account statements showing the market values of our securities
held in the customer's accounts.

The broker must provide the bid and offer quotations and compensation
information before effecting the transaction. This information must be contained
on the customer's confirmation. Generally, brokers subject to the "penny stock"
rules when effecting transactions in our securities may be less willing to do
so. This may make it more difficult for investors to dispose of our common
stock. In addition, the broker prepares the information provided to the broker's
customer. Because we do not prepare the information, we cannot assure you that
such information is accurate, complete or current.

INDEMNIFICATION

Our certificate of incorporation and by-laws provide that our officers and
directors will not be personally liable to us or our stockholders for monetary
damages for breach of the fiduciary duty of care as a director, including
breaches which constitute gross negligence. By its terms and in accordance with
the Nevada Revised Statutes, however, this provision does not eliminate or limit
the liability of a director (i) for breach of the director's duty of loyalty to
us or our stockholders, (ii) for acts or omissions not in good faith or which
involve international misconduct or a knowing violation of law, (iii) for
unlawful payments or dividends or unlawful stock repurchases or redemptions,
(iv) for any improper benefit or (v) for breaches of a director's
responsibilities under the federal securities laws.

Our certificate of incorporation also provides for indemnification to the
fullest extent provided by the Nevada Revised Statutes.

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

LEGAL MATTERS

The validity of the common stock offered by this prospectus was passed upon
for us by Oswald & Yap, a professional corporation, Irvine, California.

EXPERTS

The financial statements of The Children's Internet, Inc. included in this
prospectus to the extent and for the periods indicated in their report, have
been audited by Stonefield Josephson, Inc., Santa Monica, California,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until 90 days after the commencement of the offering, 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 dealer's
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.

WHERE YOU CAN FIND MORE INFORMATION

We are presently subject to the reporting requirements of the Securities
Exchange Act of 1934 and file quarterly and annual reports and other documents
with the Securities and Exchange Commission. We will annually send an annual
report to shareholders included audited financial statements. We have filed with
the Securities and Exchange Commission a registration statement on Form SB-2
under the Securities Act for the shares of common stock in this offering. This
prospectus does not contain all of the information in the registration statement
and the exhibits and schedule that were filed with the registration statement.
For further information with respect to our common stock and us, we refer you to
the registration statement and the exhibits that were filed with the
registration statement. Statements contained in this prospectus about the
contents of any contract or any other document that is filed as an exhibit to
the registration statement are not necessarily complete, and we refer you to the
full text of the contract or other document filed as an exhibit to the
registration statement. A copy of the registration statement and the exhibits
that were filed with the registration statement may be inspected without charge
at the public reference facilities maintained by the Securities and Exchange
Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of all or any part of the registration statement may be obtained from the
SEC upon payment of the prescribed fee. Information regarding the operation of
the Public Reference Room may be obtained by calling the Commission at 1(800)
SEC-0330. The Securities and Exchange Commission maintains a website that
contains reports, proxy and information statements, and other information
regarding registrants that file electronically with the Securities and Exchange
Commission. The address of the site is http://www.sec.gov.

INDEX TO FINANCIAL STATEMENTS

PAGE
----

Unaudited Condensed Balance Sheet - September 30, 2003 ................. 1

Unaudited Condensed Statements of Operations - For
the Nine Months Ended September 30, 2003, and 2002 and for
the period September 25, 1996 (Inception) to September 30, 2003 ....... 2

Unaudited Condensed Statements of Stockholder's
Deficit -September 30, 2003 ........................................... 3

Unaudited Condensed Statements of Cash Flows - For
the Nine Months Ended September 30, 2003, and 2002 and for the
period September 25, 1996 (Inception) to September 30, 2003 ........... 4

Notes to Unaudited Condensed Financial Statements - September 30, 2003 . 5-7

Report of Independent Auditors ......................................... 8
Balance Sheet -- December 31, 2002 ..................................... 9

Statements of Operations -- December 31, 2002 and 2001 ................. 10

Statements of Stockholders' Deficit -- December 31, 2002 ............... 11

Statements of Cash Flows -- December 31, 2002 and 2001 ................. 12

Notes to Financial Statements -- December 31, 2002 ..................... 13-17

THE CHILDREN'S INTERNET, INC.
(A Development Stage Company)
UNAUDITED CONDENSED BALANCE SHEET

September 30,
2003
ASSETS
TOTAL ASSETS $ -
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued expenses 87,557
Due to parent company 176,678
-------------
Total current liabilities 264,235
-------------
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value; 10,000,000 shares
authorized; zero shares issued and outstanding. -
Common stock, $0.001 par value; 75,000,000 shares
authorized; 2,287,755 shares issued and outstanding 2,288
Additional paid-in capital 508,317
Deficit accumulated during the development stage (774,840)
-------------
TOTAL STOCKHOLDERS' DEFICIT (264,235)
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ -
=============

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

THE CHILDREN'S INTERNET, INC.
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For The Period
September 25,
For The Three Months Ended For The Nine Months Ended 1996
September September (Inception) to
--------------------------- --------------------------- September 30,
2003 2002 2003 2002 2003
------------ ------------ ------------ ------------ ---------------

REVENUE $ - $ - $ - $ - $ -
General selling and administrative expenses 137,814 247,776 373,846 262,728 774,840
------------ ------------ ------------ ------------ ---------------
Operating loss before provision for income taxes (137,814) (247,776) (373,846) (262,728) (774,840)
Provision for income taxes - - - - -
------------ ------------ ------------ ------------ ---------------
NET LOSS $ (137,814) $ (247,776) $ (373,846) $ (262,728) $ (774,840)
============ ============ ============ ============ ===============
Net loss per common share
- basic and diluted $ (0.06) $ (0.11) $ (0.16) $ (0.18) $ (0.58)
============ ============ ============ ============ ===============
Weighted average number of common
shares outstanding
- basic and diluted 2,287,755 2,249,709 2,287,755 1,501,371 1,334,056
============ ============ ============ ============ ===============

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

THE CHILDREN'S INTERNET, INC.
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

Deficit
Accumulated
Additional During the
Paid-In Development Stockholders'
Common Stock Capital Stage Deficit
--------------------- ---------- ------------ -------------
Shares Amount
--------- ---------

Balance, September 25, 1996 - $ - $ - - $ -
Issuance of common stock
for cash on September 24, 1996
at $0.005 per share 1,121,000 1,121 4,484 - 5,605
Net Loss - - - (5,605) (5,605)
--------- --------- ---------- ------------ -------------
Balance, December 31, 1996 1,121,000 1,121 4,484 (5,605) -
Net Loss - - - - -
--------- --------- ---------- ------------ -------------
Balance, December 31, 1997 1,121,000 1,121 4,484 (5,605) -
Net Loss - - - - -
--------- --------- ---------- ------------ -------------
Balance, December 31, 1998 1,121,000 1,121 4,484 (5,605) -
Net Loss - - - - -
--------- --------- ---------- ------------ -------------
Balance, December 31, 1999 1,121,000 1,121 4,484 (5,605) -
Net Loss - - - (3,000) (3,000)
Expenses paid by former officer on behalf of company - - 3,000 - 3,000
--------- --------- ---------- ------------ -------------
Balance, December 31, 2000 1,121,000 1,121 7,484 (8,605) -
Net Loss - - - - -
--------- --------- ---------- ------------ -------------
Balance, December 31, 2001 1,121,000 1,121 7,484 (8,605) -
Issuance of common stock
for cash on July 3, 2002
at $0.1286 per share 1,166,755 1,167 148,833 - 150,000
Expenses paid by former officer on behalf of company - - 2,000 - 2,000
Services performed as capital contribution - - 125,000 - 125,000
Net Loss - - - (392,389) (392,389)
--------- --------- ---------- ------------ -------------
Balance, December 31, 2002 2,287,755 2,288 283,317 (400,994) (115,389)
Services performed as capital contribution (unaudited) - - 225,000 - 225,000
Net Loss (unaudited) - - - (373,846) (373,846)
--------- --------- ---------- ------------ -------------
Balance, September 30, 2003 (unaudited) 2,287,755 2,288 508,317 (774,840) (264,235)
========= ========= ========== ============ =============

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

THE CHILDREN'S INTERNET, INC.
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Period
September 25,
1996
For The Nine Months (inception) to
Ended September 30, September 30,
------------------------ ---------------
2003 2002 2003
---------- ---------- ---------------

CASH FLOWS USED IN OPERATING ACTIVITIES:
Net Loss $ (373,846) $ (262,728) $ (774,840)
Adjustments to reconcile net loss to net cash
used in operating activities:
Services performed as capital contribution 225,000 - 350,000
Expense paid by former officer on behalf of company - - 5,000
Increase (decrease) in liabilities
Accounts payable and accrued expenses 24,922 82,896 87,557
Due to parent company 123,924 27,832 176,678
---------- ---------- ---------------
Net cash used in operating activities - (152,000) (155,605)
---------- ---------- ---------------
CASH PROVIDED BY FINANCING ACTIVITIES:
Contribution by officer 2,000
Issuance of common stock - 150,000 155,605
---------- ---------- ---------------
Net cash provided by financing activities - 152,000 155,605
---------- ---------- ---------------
Net change in cash and cash equivalents - - -
Cash and cash equivalents - beginning of period - - -
---------- ---------- ---------------
Cash and cash equivalents - end of period $ - $ - $ -
========== ========== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year - Interest paid $ - $ - $ -
========== ========== ===============
Income taxes paid $ - $ - $ -
========== ========== ===============

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

THE CHILDREN'S INTERNET, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
September 30, 2003

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

The Children's Internet, Inc. ("Company") is currently a development stage
company under the provisions of Statement of Financial Accounting Standards
("SFAS") No. 7. The Company was incorporated under the laws of the State of
Nevada on September 25, 1996.

On July 3, 2002, Shadrack Films, Inc. purchased 1,166,755 newly issued shares of
the Company's common stock for $150,000, thereby obtaining a majority ownership
interest and becoming the Company's parent company (the "Parent Company"). Total
issued and outstanding shares were increased to 2,287,755 as a result of this
sale.

BASIS OF PRESENTATION

These financial statements have been prepared by the Company without audit. In
the opinion of management, the condensed financial statements contain all
adjustments, consisting of normal recurring accruals, necessary to present
fairly the financial position of The Children's Internet, Inc. as of September
30, 2003, the results of its operations, changes in equity and cash flows for
the three and nine months ended September 30, 2003 and 2002 and for the period
from inception to September 30, 2003. The results of operations for the three
and nine months ended September 30, 2003 are not necessarily indicative of the
results to be expected for the entire fiscal year ending December 31, 2003.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's annual report on Form 10 - KSB for the year
ended December 31, 2002.

These financial statements have been prepared on the going concern basis. At
present, although the Company has signed contracts establishing revenue sources,
the Company has no established sources of revenue. This factor raises
substantial doubt about the Company's ability to continue as a going concern.
Without realization of additional capital or established revenue sources, it
would be unlikely for the Company to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amount, or amounts and classification of
liabilities that might be necessary should the Company be unable to continue in
existence. It is management's objective to seek additional capital.

RECENT ACCOUNTING PRONOUNCEMENTS

During April 2003, the FASB issued SFAS 149 - "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities", effective for contracts entered
into or modified after June 30, 2003, except as stated below and for hedging
relationships designated after June 30, 2003. In addition, except as stated
below, all provisions of this Statement should be applied prospectively. The
provisions of this Statement that relate to Statement 133 Implementation Issues
that have been effective for fiscal quarters that began prior to June 15, 2003,
should continue to be applied in accordance with their respective effective
dates. In addition, paragraphs 7(a) and 23(a), which relate to forward purchases
or sales of when-issued securities or other securities that do not yet exist,
should be applied to both existing contracts and new contracts entered into
after June 30, 2003. The Company does not participate in such transactions,
however, is evaluating the effect of this new pronouncement, if any, and will
adopt FASB 149 within the prescribed time.

During May 2003, the FASB issued SFAS 150 - "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity", effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. This Statement establishes standards for how an issuer classifies and
measures certain financial

instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a freestanding financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. Some of the provisions
of this Statement are consistent with the current definition of liabilities in
FASB Concepts Statement No. 6, Elements of Financial Statements. The Company is
evaluating the effect of this new pronouncement and will adopt FASB 150 within
the prescribed time.

During October 2003, the FASB issued Staff Position No. FIN 46 deferring the
effective date for applying the provisions of FIN 46 until the end of the first
interim or annual period ending after December 31, 2003 if the variable interest
was created prior to February 1, 2003 and the public entity has not issued
financial statements reporting that variable interest entity in accordance with
FIN 46. The FASB also indicated it would be issuing a modification to FIN 46
prior to the end of 2003. Accordingly, the Company has deferred the adoption of
FIN 46 with respect to VIEs created prior to February 1, 2003. Management is
currently assessing the impact, if any, FIN 46 may have on the Company; however,
management does not believe there will be any material impact on its
consolidated financial statements, results of operations or liquidity resulting
from the adoption of this interpretation.

NOTE 2 - RESTATEMENT

The financial statements for the period ending September 30, 2002 were restated
to reflect the replacement of the license and technology agreement with Two Dog
Net, Inc. with a wholesales sale and marketing agreement. The financial
statements for the three and nine months ended September 30, 2002 have been
restated to properly reflect the replacement agreement. This restatement
resulted in the following changes:

Three months Nine months
Ended Ended
------------ -----------
September 30, 2002
---------------------------
Net Loss, as previously reported $ (300,894) $ (315,846)
Restatement 53,118 53,118
------------ -----------
Net Loss, as restated $ (247,776) $ (262,728)
============ ===========
Net Loss per share, as previously reported $ (0.13) $ (0.21)
Restatement 0.02 0.04
------------ -----------
Net Loss per share, as restated $ (0.11) $ (0.17)
------------ -----------

NOTE 3 - SALES AND MARKETING AGREEMENT

On September 10, 2002, the Company entered into a renewable five year royalty
and licensing agreement with Two Dog Net, Inc. ("TDN"). Under the terms of that
license agreement with TDN, in addition to the monthly royalty payment due, the
Company was required to pay an additional $2,000,000 no later than September 10,
2004. The Company capitalized this amount for the technology license and
established an amortization period of three years, the expected useful life of
the license. On November 5, 2002, the Company exchanged two million shares of
its Series A Convertible Preferred Stock for the long term debt owed. The
original agreement did not reflect the true intent of the parties and on March
3, 2003, the Company replaced the royalty and license agreement with wholesale
sales & marketing agreement with the same effective date of September 10, 2002.
The new agreement was for an exclusive and renewable five year wholesale sales
and marketing agreement with Two Dog Net, Inc. ("TDN") to be the exclusive
marketers of their proprietary and patent pending secured internet service for
children pre-school to junior high called The Children's Internet(R) and an
internet dial-up service. Under the terms of the agreement, the Company can
continue the agreement for an additional five years on the same terms unless
either party terminates by written notice to the other party no less than one
year before the end of the term. Under the terms of the sales and marketing
agreement with TDN, the Company will pay TDN a fee per month per subscriber for
the services subscribed. The effect of the change was to remove long term debt
and an intangible asset net of accumulated amortization from the balance sheet
and to reduce the net loss for the three months ended September 30, 2002 by the
amount of the amortization ($53,118) and to reduce stockholders' deficit at
September 30, 2002 by a like amount. All

financial statements for the period ended and ending September 30, 2002 were
restated (Note 2.)

NOTE 4 - RELATED PARTY TRANSACTIONS

The Parent Company provides for the office space utilized and pays for the
utilities. The Company has accrued a payable due to the Parent Company for
reimbursement of such costs. The Company's President, Chief Executive Officer,
Chief Financial Officer, and Director, Sholeh Hamedani and an outside financial
consultant have provided services to the Company at a fair market value of
$75,000 and $225,000 during the three and nine months ended September 30, 2003
respectively, and will not seek payment for the services provided.

The Company, Shadrack and TDN are related parties, in that, the Company's
President, Chief Executive Officer, Chief Financial Officer, and Director,
Sholeh Hamedani, is the sole shareholder of Shadrack which owns 51% of the
Company's common stock. Ms. Hamedani was President of TDN until August 1, 2002.
In addition, the current President, Chairman and Founder of TDN, Nasser
Hamedani, is the father of the Company's President, Chief Executive Officer,
Chief Financial Officer, and Director, Sholeh Hamedani.

On June 28, 2002, the Company entered into a Consulting Agreement with Alan
Schram. This agreement provides for Alan Schram to provide consulting services
to the Company. In return for his services, the agreement entitles Alan Schram
to receive 25,000 shares of the Company's common stock at the completion of the
agreement's four month term. The consulting services have been accrued in other
expenses. The Company is currently in negotiations with Mr. Schram to settle its
obligations under the terms of this agreement. As of the date hereof, these
shares have not been issued. Alan Schram is the Company's former President,
Secretary, Chief Financial Officer and Director.

NOTE 5 - SB-2 REGISTRATION STATEMENT

On February 6, 2003, the Company filed a Form SB-2 registration statement
offering for sale of up to a maximum of 4,000,000 shares of the Company's common
stock directly to the public. There is no underwriter involved in this offering.
The shares are being offered without any underwriting discounts or commissions.
The purchase price is $2.00 per share. If all of the shares offered by the
Company are sold, the proceeds will be $8,000,000. The Company has received
comments from the SEC on their filing and has responded to those comments and
filed amendments to the registration statement in July and November, 2003.

NOTE 6 - COMMITMENT

On September 30, 2003, the Company signed a 13-month colocation to house the
Company's search engine, servers and related equipment. As of September 30,
2003, future minimum rental payments required under this contract are $34,800.

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF THE CHILDREN'S INTERNET, INC.:

We have audited the accompanying balance sheet of The Children's Internet, Inc.
(formerly D.W.C. Installations) (A Development Stage Company) as of December 31,
2002 and the related statements of operations, stockholders' equity and cash
flows for each of the two years in the period ended December 31, 2002 and for
the period from September 25, 1996 (inception) to December 31, 2002. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Children's Internet, Inc.
as of December 31, 2002 and the results of its operations and its cash flows for
each the two years in the period ended December 31, 2002 and for the period from
September 25, 1996 (inception) to December 31, 2001 in conformity with generally
accepted accounting principles in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 of the
accompanying financial statements, the Company has no established source of
revenue, which raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to this matter is also discussed in Note 1.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

/s/Stonefield Josephson, Inc.
STONEFIELD JOSEPHSON, INC.
Certified Public Accountants
Santa Monica, California
March 11, 2003

THE CHILDREN'S INTERNET, INC.
(Formerly D.W.C. Installations)
(A Development Stage Company)
BALANCE SHEET

December 31,
2002
ASSETS
TOTAL ASSETS $ -
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts Payable and Accrued Expenses $ 62,635
Due to Parent Company 52,754
------------
Total Current Liabilities 115,389
------------
TOTAL LIABILITIES 115,389
------------
STOCKHOLDERS' DEFICIT
Preferred Stock, $0.001 par value; 10,000,000 shares
authorized; zero shares issued and outstanding. Common stock,
$0.001 par value; 75,000,000 shares authorized; 2,287,755
shares issued and outstanding 2,288
Additional paid-in capital 283,317
Deficit accumulated during the development stage (400,994)
------------
TOTAL STOCKHOLDERS' DEFICIT (115,389)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 0
============

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

THE CHILDREN'S INTERNET, INC.
(Formerly D.W.C. Installations)
(A Development Stage Company)
STATEMENTS OF OPERATIONS

For The Period
September 25, 1996
(Inception) to
For The Year Ended December 31, December 31,
------------------------------- --------------
2002 2001 2002
------------- ------------- --------------

REVENUE $ - $ - $ -
General selling and administrative expenses 392,389 - 400,994
------------- ------------- --------------
Operating loss before provision for income taxes (392,389) - (400,994)
Provision for income taxes - - -
------------- ------------- --------------
NET LOSS $ (392,389) $ - $ (400,994)
============= ============= ==============
Net Loss per Common Share
- basic and diluted $ (0.19) $ - $ (0.31)
============= ============= ==============
Weighted Average Number of Common
Shares Outstanding
- basic and diluted 2,067,267 1,121,000 1,277,460
============= ============= ==============

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

THE CHILDREN'S INTERNET, INC.
(Formerly D.W.C. Installations)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIT

Deficit
Accumulated
During the
Additional Development Stockholders'
Common Stock Paid-In Capital Stage Deficit
---------------------------- ------------ ------------ ------------
Shares Amount
------------ ------------

Balance, September 25, 1996 - $ - $ - $ - $ -
Issuance of common stock
for cash on September 24, 1996
at $0.005 per share 1,121,000 1,121 4,484 - 5,605
Net Loss - - - (5,605) (5,605)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1996 1,121,000 1,121 4,484 (5,605) -
Net Loss - - - - -
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1997 1,121,000 1,121 4,484 (5,605) -
Net Loss - - - - -
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1998 1,121,000 1,121 4,484 (5,605) -
Net Loss - - - - -
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1999 1,121,000 1,121 4,484 (5,605) -

Net Loss - - - (3,000) (3,000)
Expenses paid by former office on behalf of company - - 3,000 - 3,000
------------ ------------ ------------ ------------ ------------
Balance, December 31, 2000 1,121,000 1,121 7,484 (8,605) -
Net Loss - - - - -
------------ ------------ ------------ ------------ ------------
Balance, December 31, 2001 1,121,000 1,121 7,484 (8,605) -
Issuance of common stock
for cash on July 3, 2002
at $0.1286 per share 1,166,755 1,167 148,833 - 150,000
Expenses paid by former officer on behalf of company - - 2,000 - 2,000
Services performed as capital contribution - - 125,000 - 125,000
Net Loss - - - (392,389) (392,389)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 2002 2,287,755 $ 2,288 $ 283,317 $ (400,994) $ (115,389)
============ ============ ============ ============ ============

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

THE CHILDREN'S INTERNET, INC.
(Formerly D.W.C. Installations)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

For the Period
September 25, 1996
(inception) to
For The Year Ended December 31, December 31,
--------------------------- -------------
2002 2001 2002
------------- -------- -------------

CASH FLOWS USED IN OPERATING ACTIVITIES:
Net Loss $ (392,389) $ - $ (400,994)
Adjustments to reconcile net loss to net cash
used in operating activities:
Services performed as capital contribution 125,000 - 125,000
Expense paid by former officer on behalf of company 2,000 - 5,000
Increase in liabilities
Accounts payable and accrued expenses 62,635 - 62,635
Due to Related Party 52,754 - 52,754
------------- -------- -------------
Net cash used in operating activities (150,000) - (155,605)
------------- -------- -------------
CASH PROVIDED BY FINANCING ACTIVITIES:
Issuance of common stock 150,000 - 155,605
------------- -------- -------------
Net cash provided by financing activities 150,000 - 155,605
------------- -------- -------------
Net change in cash and cash equivalents - - -
Cash and cash equivalents - beginning of period - - -
------------- -------- -------------
Cash and cash equivalents - end of period $ - $ - $ -
============= ======== =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year -
Interest paid $ - $ - $ -
============= ======== =============
Income taxes paid $ - $ - $ -
============= ======== =============

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

THE CHILDREN'S INTERNET, INC.
(Formerly D.W.C. INSTALLATIONS)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2002

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

The Children's Internet, Inc. (formerly D.W.C. Installations ("Company") is
currently a development stage company under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 7. The Company was incorporated
under the laws of the State of Nevada on September 25, 1996.

On July 3, 2002, Shadrack Films, Inc. purchased 1,166,755 newly issued shares of
our common stock for $150,000, thereby obtaining a majority ownership interest
and becoming our parent company. Total issued and outstanding shares were
increased to 2,287,755 as a result of this sale.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which contemplate
continuation of the Company as a going concern. At present, although the Company
has signed contracts establishing revenue sources, the Company has no
established sources of revenue. This factor raises substantial doubt about the
Company's ability to continue as a going concern. Without realization of
additional capital or established revenue sources, it would be unlikely for the
Company to continue as a going concern. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
asset amount, or amounts and classification of liabilities that might be
necessary should the Company be unable to continue in existence. It is
management's objective to seek additional capital.

USE OF ESTIMATES

The preparation of financial statement 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.

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

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.

LOSS PER SHARE

SFAS No. 128, "Earnings (Loss) Per Share", requires the presentation of basic
loss per share and diluted loss per share. The computation of basic loss per
share is computed by dividing loss available to common stockholders by the
weighted average number of outstanding common shares during the period Diluted
loss per share gives effect to all dilutive potential common shares outstanding
during the period. As of December 31, 2002, the Company has no anti-dilutive
common shares outstanding.

COMPREHENSIVE INCOME

As of December 31, 2002, the Company has no items that represent comprehensive
income and therefore, has not included a schedule of comprehensive income in the
accompanying financial statements.

SEGMENT REPORTING

The Company adopted the provisions of SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS 131 requires public companies to
report financial and descriptive information about their reportable operating
segments. The Company identifies its operating segments based on how management
internally evaluates separate financial information (if available), business
activities and management responsibility. The Company believes it operates in a
single business segment and adoption of this standard did not have a material
impact on The Company's financial statements. Through December 31, 2002 there
have been no foreign operations.

NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangibles."
SFAS No. 142 addresses the initial recognition, measurement and amortization of
intangible assets acquired individually or with a group of other assets (but not
those acquired in a business combination) and addresses the amortization
provisions for excess cost over fair value of net assets acquired or intangibles
acquired in a business combination. The statement is effective for fiscal years
beginning after December 15, 2001, and is effective July 1, 2001 for any
intangibles acquired in a business combination initiated after June 30, 2001.
The Company does not expect the recently issued SFAS No. 142, "Goodwill and
Other Intangibles" to currently have a material impact on the Company's
financial position or results of operations since the Company has no goodwill or
other intangible assets.

In October 2001, the FASB recently issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which requires companies to record the fair value of a
liability for asset retirement obligations in the period in which they are
incurred. The statement applies to a company's legal obligations associated with
the retirement of a tangible long-lived asset that results from the acquisition,
construction, and development or through the normal operation of a long-lived
asset. When a liability is initially recorded, the company would capitalize the
cost, thereby increasing the carrying amount of the related asset. The
capitalized asset retirement cost is depreciated over the life of the respective
asset while the liability is accreted to its present value. Upon settlement of
the liability, the obligation is settled at its recorded amount or the company
incurs a gain or loss. The statement is effective for fiscal years beginning
after June 30, 2002. The Company does not expect the adoption to have a material
impact to the Company's financial position or results of operations since the
Company has not participated in such activities covered under this
pronouncement.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". Statement 144 addresses the accounting and
reporting for the impairment or disposal of long-lived assets. The statement
provides a single accounting model for long-lived assets to be disposed of. New
criteria must be met to classify the asset as an asset held-for-sale. This
statement also focuses on reporting the effects of a disposal of a segment of a
business. This statement is effective for fiscal years beginning after December
15, 2001. The Company does not expect the adoption to have a material impact to
the Company's financial position or results of operations.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from Extinguishment of Debt", and an amendment of that Statement, FASB
Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements" and FASB Statement No. 44, "Accounting for Intangible Assets of
Motor Carriers". This Statement amends FASB Statement No. 13, "Accounting for
Leases", to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. The Company does not expect the adoption to have a material impact
to the Company's financial position or results of operations.

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." The provisions
of this Statement are effective for exit or disposal activities that are
initiated after December 31, 2002, with early application encouraged. The
Company does not expect the adoption to have a material impact to the Company's
financial position or results of operations.

In October 2002, the FASB issued Statement No. 147, "Acquisitions of Certain
Financial Institutions-an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9", which removes acquisitions of financial institutions from
the scope of both Statement 72 and Interpretation 9 and requires that those
transactions be accounted for in accordance with Statements No. 141, Business
Combinations, and No. 142, Goodwill and Other Intangible Assets. In addition,
this Statement amends SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, to include in its scope long-term customer-relationship
intangible assets of financial institutions such as depositor- and
borrower-relationship intangible assets and credit cardholder intangible assets.
The requirements relating to acquisitions of financial institutions is effective
for acquisitions for which the date of acquisition is on or after October 1,
2002. The provisions related to accounting for the impairment or disposal of
certain long-term customer-relationship intangible assets are effective on
October 1, 2002. The adoption of this Statement did not have a material impact
to the Company's financial position or results of operations as the Company has
not engaged in either of these activities.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure", which amends FASB Statement No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The transition guidance and annual disclosure provisions of Statement
148 are effective for fiscal years ending after December 15, 2002, with earlier
application permitted in certain circumstances. The interim disclosure
provisions are effective for financial reports containing financial statements
for interim periods beginning after December 15, 2002. The adoption of this
Statement did not have a material impact to the Company's financial position or
results of operations as the Company does not have any stock-based compensation.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company does not expect the
adoption to have a material impact to the Company's financial position or
results of operations.

NOTE 2 - RESTATEMENT

The financial statements for the period ending September 30, 2002 were restated
to reflect the replacement of the license and technology agreement with Two Dog
Net, Inc. with a wholesales sale and marketing agreement. On September 10, 2002,
the Company entered into a renewable five year royalty and licensing agreement
with Two Dog Net, Inc. ("TDN"). Under the terms of that license agreement with
TDN, in addition to the monthly royalty payment due, the Company was required to
pay an additional $2,000,000 no later than September 10, 2004. The Company
capitalized this amount for the technology license and established an
amortization period of three years, the expected useful life of the license. On
November 5, 2002, the Company exchanged two million shares of its Series A
Convertible Preferred Stock for the long term debt owed. The original agreement
did not reflect the true intent of the parties and on March 3, 2003, the Company
replaced the royalty and license agreement with a wholesale sales & marketing
agreement with the same effective date of September 10, 2002 (see Note 3). The
effect of the change was to remove long term debt and an intangible asset net of
accumulated amortization from the balance sheet and to reduce the net loss for
the three months ended September 30, 2002 ($53,118) and to reduce stockholders'
deficit at September 30, 2002 by a like amount. The financial statements for the
three and nine months ended September 30, 2002 have been restated to properly
reflect the replacement agreement. This restatement resulted in the following
changes:

Three months Nine months
Ended Ended
------------ -----------
September 30, 2002
----------------------------
Net Loss, as previously reported $ (300,894) $ (315,846)
Restatement 53,118 53,118
------------ -----------
Net Loss, as restated $ (247,776) $ (262,728)
============ ===========
Net Loss per share, as previously reported $ (0.13) $ (0.21)
Restatement 0.02 0.04
------------ -----------
Net Loss per share, as restated $ (0.11) $ (0.17)
------------ -----------

NOTE 3 - SALES AND MARKETING AGREEMENT

The agreement is for an exclusive and renewable five year wholesale sales and
marketing agreement with Two Dog Net, Inc. ("TDN") to be the exclusive marketers
of their proprietary and patent pending secured internet service for children
pre-school to junior high called The Children's Internet(R) and an internet
dial-up service. Under the terms of the agreement, the Company can continue the
agreement for an additional five years on the same terms unless either party
terminates by written notice to the other party no less than one year before the
end of the term. Under the terms of the sales and marketing agreement with TDN,
the Company will pay TDN a fee per month per subscriber for the services
subscribed.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. The Parent
Company provides for the office space utilized and pays for the utilities. The
Company has accrued a payable due to the parent company for reimbursement of
such costs.

The Company's President, Chief Executive Officer and Director, Sholeh Hamedani
and an outside financial consultant have provided services to the Company at a
fair market value of $125,000, and will not seek payment for the services
provided.

The Company, Shadrack and TDN are related parties in that the Company's
President, Chief Executive Officer, and Director, Sholeh Hamedani, is the sole
shareholder of Shadrack which owns 51% of the Company's common stock. Ms.
Hamedani was President of TDN until August 1, 2002. In addition, the current
President, Chairman and Founder of TDN is Nasser Hamedani, the father of the
Company's President, Chief Executive Officer, and Director, Sholeh Hamedani.

On June 28, 2002, the Company entered into a Consulting Agreement with Alan
Schram. This agreement provides

NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED)

for Alan Schram to provide consulting services to the Company. In return for his
services, the agreement entitles Alan Schram to receive 25,000 shares of the
Company's common stock at the completion of the agreement's four month term. The
consulting services have been accrued in other expenses. The Company is
currently in negotiations with Mr. Schram to extend the term of this agreement.
As of the date hereof, these shares have not been issued. Alan Schram is the
Company's former President, Secretary, Chief Financial Officer and Director.

Nasser Hamedani owns 47% of TDN, the company with whom the Company has entered
into the Sales and Marketing Agreement, and he is the father of the Company's
President, Chief Executive Officer, Chief Financial Officer, and Director,
Sholeh Hamedani.

In a Stock Purchase Agreement dated October 11, 2002, the Company's original
shareholders sold 1,118,500 of their shares of common stock to various
purchasers, two of whom are related parties to the Company. Some of these
purchasers were introduced to the original shareholders by Sholeh Hamedani, the
Company's President, Chief Financial Officer, and a director. Some of these
purchasers resold their shares to unrelated third parties. A portion of the
proceeds received from the stock sale by the Purchasers was in turn loaned to
the Company's parent, who used these funds to finance the operations of the
Company. These amounts are reflected on the financial statements as Due to
Parent Company.

NOTE 5 - SUBSEQUENT EVENTS

On February 6, 2003, the Company filed a Form SB-2 registration statement
offering for sale up to a maximum of 4,000,000 shares of the Company's common
stock directly to the public. There is no underwriter involved in this offering.
The shares are being offered without any underwriting discounts or commissions.
The purchase price is $2.00 per share. If all of the shares offered by the
Company are sold, the proceeds will be $8,000,000.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our certificate of incorporation and by-laws provide that our officers and
directors will not be personally liable to the company or our stockholders for
monetary damages for breach of the fiduciary duty of care as a director,
including breaches which constitute gross negligence. By its terms and in
accordance with the Nevada Revised Statutes, however, this provision does not
eliminate or limit the liability of a director (i) for breach of the director's
duty of loyalty to the company or our stockholders, (ii) for acts or omissions
not in good faith or which involve international misconduct or a knowing
violation of law, (iii) for unlawful payments or dividends or unlawful stock
repurchases or redemptions, (iv) for any improper benefit or (v) for breaches of
a director's responsibilities under the federal securities laws.

Our certificate of incorporation also provides for indemnification to the
fullest extent provided by the Nevada Revised Statutes.

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 company pursuant to the foregoing provisions, or otherwise, the company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses payable by us in connection with the registration of our
shares is as follows:

SEC Filing Fee .................................. $ 942
Accounting Fees and Expenses .................... $ 15,000
Legal Fees and Expenses ......................... $ 25,000
Printing Costs .................................. $ 2,500
Other Contingent Costs .......................... $ 1,558

Total ........................................ $ 45,000

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

On or about July 3, 2002, we issued 1,166,755 shares of common stock to The
Children's Internet, Inc. for a purchase price of $150,000. This transaction is
described in our Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder filed on August 9,
2002, and our Current Report on Form 8-K filed with the SEC on July 18, 2002.
There was no underwriter involved in this issuance and no commissions were paid
to any person in connection with this issuance. As this issuance was to a
single, sophisticated party and did not involve a public offering, this issuance
was exempt from the registration provisions of the Securities Act of 1933
pursuant to Section 4(2).

Pursuant to a Consulting Agreement, dated June 28, 2002, we agreed to issue
25,000 shares at the completion of the term of the Consulting Agreement to Alan
Schram in return for services. As of

the date hereof, these shares have not been issued. In this transaction we
relied on the exemption from the registration provisions of the Securities Act
of 1933 pursuant to Section 4(2), as this was to be an issuance to a
single sophisticated individual and no public solicitations were made.

ITEM 27. EXHIBITS

EXHIBITS

3.1 Articles of Incorporation, dated September 25, 1996[1]
3.2 Certificate of Amendment of Articles of Incorporation, dated February 10, 2000[1]
3.3 Certificate of Amendment of Articles of Incorporation, dated December 27, 2002[1]
3.4 Certificate of Designation of Series A Preferred Stock, dated November 8, 2002[1]
3.5 Bylaws[1]
5.1 Opinion of Oswald & Yap
10.1 Plan of Reorganization and Acquisition, July 3, 2002[1]
10.2 Consulting Agreement with Alan Schram, dated June 28, 2002[1]
10.3 License Agreement dated September 10, 2002[1]
10.4 Amendment to License Agreement, dated November 5, 2002[1]
10.5 Wholesale Sales & Marketing Agreement, dated March 3, 2003[1]
10.6 Stock Purchase Agreement, dated October 11, 2002[2]
10.7 Co-Location Agreement, dated July 11, 2003[3]
10.8 Independent Sales Agreement with Infolink, dated August 14, 2003[1]
10.9 Licensing Agreement with Infolink, dated August 14, 2003[1]

10.10 Co-Location Agreement, dated September 26, 2003

23.1 Consent of Oswald & Yap[4]
23.2 Consent of Stonefield Josephson, Inc.

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

________________________________
1 Previously filed.

2 Corrects previously filed Exhibit 10.6

3 Incorporated by reference to the Company's Quarterly Report on Form 10-QSB
for the quarter ended June 30, 2003 (File No.000-29611) filed on EDGAR
August 14, 2003.

4 Included with opinion in Exhibit 5.1.

ITEM 28. UNDERTAKINGS

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 such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (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 such
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 such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

The undersigned Registrant hereby undertakes:

1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(c) Include any additional or changed material information on the plan of
distribution.

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

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

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Ramon, State of California, on February 12, 2004.

The Children's Internet, Inc.

/s/ SHOLEH HAMEDANI
----------------------------------------
By: Sholeh Hamedani
Its: President, Chief Executive Officer,
Chief Financial Officer, Director

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 3 to Registration Statement has been signed by the following
persons in the capacities indicated on February 12, 2004.

SIGNATURE TITLE

/s/ Sholeh Hamedani
- ------------------------------------
Sholeh Hamedani Chief Executive Officer
(Principal Executive Officer)

/s/ Sholeh Hamedani
- ------------------------------------
Sholeh Hamedani Chief Financial Officer
(Principal Financial Officer, Controller)

/s/ Jamshid Ghosseiri
- ------------------------------------
Jamshid Ghosseiri Secretary, Director

/s/ Tyler Wheeler
- ------------------------------------
Tyler Wheeler Director

/s/ Roger Campos, Esq.
- ------------------------------------
Roger Campos, Esq. Director

/s/ Dale Boehm
- ------------------------------------
Dale Boehm Director