U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)
[ ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
                                 For the fiscal year ended December 31, 2000.


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                                      For the transition period from ___ to ___
                                      Commission file number __________________



                              ZKID NETWORK COMPANY
-------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


           Nevada                                   91-2027724
----------------------------------      ----------------------------------------
   (State of Incorporation)              (IRS Employer Identification No.)



445 West Erie St., Suite 106B, Chicago, IL                      60610
-------------------------------------------            -------------------------
(Address of principal executive offices)                      (Zip Code)



Issuer's telephone number,(   312     )     654       -          0733
                           -----------  -------------   -----------------------

        Securities Registered Pursuant of Section 12(b) of the Act: None

           Securities Registered Pursuant of Section 12(g) of the Act:
                         Common Stock, $0.0001 Par Value

Check whether the issuer (1) filed all reports required to be filed by Section13
or 15(d) of the  Securities  Exchange Act of 1934 during the preceding 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment of
this Form 10-KSB. [ ]

The issuer had operating revenues of $-0-for the year ended December 31, 2000.

This report contains a total of _ pages. The Exhibit Index appears on page __.

As of December  31, 2000,  there were  5,000,000  shares of the issuer's  common
stock  outstanding.  The  aggregate  market  value of the shares of the issuer's
voting stock held by non-affiliates was $-0-. There was no public market for the
predecessors  common  stock.  The sum  excludes  the  shares  held by  officers,
directors,  and  stockholders  whose  ownership  exceeded 10% of the outstanding
shares at December 31, 2000,  in that such persons may be deemed  affiliates  of
the  Company.  This  determination  of  affiliate  status is not  necessarily  a
conclusive determination for other purposes.


                              ZKID NETWORK COMPANY
                                   FORM 10-KSB
                                December 31, 2000

<PAGE>




                                                                            Page
PART I.......................................................................2-4

ITEM 1.  Business............................................................ 2
ITEM 2.  Properties.......................................................... 4
ITEM 3.  Legal Proceedings................................................... 4
ITEM 4.  Submission of Matters to vote of Security Holders................... 4

PART II......................................................................4-5

ITEM 5.  Market for Common Equity and Related Stockholder Matters............4-5
ITEM 6.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations............................. 5
ITEM 7.  Financial Statements................................................ 5
ITEM 8.  Changes In and Disagreements With Accounting and
             Financial Disclosure............................................ 5

PART III..................................................................... 6

ITEM 9.  Directors, Executive Officers, Promoters, and Control
           Persons: Compliance With Section 16(a) of the Exchange Act........6-7
ITEM 10.  Executive Compensation............................................. 7
ITEM 11.  Security Ownership of Certain Beneficial Owners and Management..... 8
ITEM 12.  Certain Relationships and Related Transactions.....................8-9

PART IV...................................................................... 9

ITEM 13.  Exhibits and Reports on Form 8-K................................... 9
EXHIBIT INDEX................................................................ 10
SIGNATURES................................................................... 11

                                     PART I

Item 1.           Description of Business.

         (a) Forward-looking Statements.  Certain statements in this Form 10-KSB
Annual Report,  particularly  under Items 1 and 2,  constitute  "forward-looking
statements" with the meaning of the Private Securities  Litigation Reform Act of
1995.  These  forward-looking   statements  involve  known  and  unknown  risks,
uncertainties, and other factors which may cause the actual results, performance
or  achievements  of the  Company  to be  materially  different  from any future
results,   performance   or   achievements,   expressed   or   implied   by  the
forward-looking statements.

         (b) Manner of  Presentation.  This Annual Report will be presented in a
proforma  manner  focusing on the business of Zkid  Network  Company and looking
back as  though  the  Company  had been a  reporting  issuer  during  2000.  The
Company's predecessor,  Quadric Acquisition Corporation,  was a reporting issuer
during 2000  without  any  operating  revenues,  assets or  liabilities  and was
classified a "blank check" reporting issuer. When Zkid acquired Quadric on April
25, 2001, it became the successor issuer to Quadric's reporting obligations.  It
is  management's  belief  that this type of proforma  presentation  will be more
meaningful to the Company's shareholders.

         (c)  Our  Corporate  History.   Quadric  Acquisition   Corporation  was
incorporated  on February 24, 2000.  The Company filed aForm 10-SB  Registration
Statement  which became  effective on May 16,  2000.  Quadric was  operationally
inactive during 2000. On April 25, 2001, Quadric was acquired by Zkid Network


                                       2
<PAGE>

Company. Zkid Network Company was originally  incorporated in the State of Idaho
on October 16, 1961 as East Coeur d'Alene Silver Mines,  Inc. East Coeur d'Alene
Silver  Mines   changed  its   corporate   domicile  from  Idaho  to  Nevada  by
reincorporating  in Nevada on August 28, 2000 and merging the Idaho  corporation
into the new Nevada  corporation  of the same name.  On January 23,  2001,  East
Coeur d'Alene Silver Mines acquired all of the issued and  outstanding  stock of
eKid Network.com, Inc., a Delaware corporation. On February 21, 2001, East Coeur
d'Alene Silver Mines changed its name to zKid Network Company.

         (d)  Business of the Issuer.  Zkid Network  Company is a media  content
company  for  children.  Zkid has  developed  proprietary  software,  creating a
completely  animated and safe internet  environment for children ages 4-12. This
software  program  is  called  KidsKeep,  "The  Home of the  Safe  Internet  for
Children."

         At Zkid  and with  the  KidsKeep  software,  we have  designed  a safe,
monitored,  animated  virtual  playground where kids can enter the vast world of
the internet on their own with the same safety and guidance  their parents would
provide by standing over their shoulder.

         What  we've  been able to  accomplish  and what we are most proud of in
creating the KidsKeep Network is a virtual  neighborhood that not only meets the
needs and  satisfies the curiosity of our kids who want to explore the internet,
but we have also created a safe haven for those children where their parents can
rest assured that the content accessed during the child's internet experience is
both safe and protected  from outside,  undesirable  influences.  Parents can be
confident  that while in our network,  their  children are going to be in a safe
place,  where they learn and entertain  themselves  with material that is deemed
appropriate by their parents. In addition to the children accessing the services
of our network, parents can also navigate the network at any time to insure that
we are representing their best interests.

         The Kidskeep network is a children's community based wide area network,
utilizing  advanced  server  technology,  with a fully  integrated  and animated
client application that provides kid-safe  connectivity to the Internet. It is a
safe virtual  playground for our children,  something that has been missing from
the Internet community until now.

         Competition
         -----------

         An increasing number of children's  website content sources compete for
consumers' and advertisers'  attention and spending.  We expect this competition
to continue to increase.

         Our  ability to compete  will  depend on many  factors,  including  the
entertainment   value,    originality,    timeliness,    comprehensiveness   and
trustworthiness  of our  content  and  service,  the  ease  of  use of  services
developed either by us or our competitors and the effectiveness of our sales and
marketing efforts.

         Many of our existing competitors,  as well as a number of potential new
competitors,  have longer operating histories, greater name recognition,  larger
customer  bases and  significantly  greater  financial,  technical and marketing
resources  than we do. This may allow them to devote  greater  resources than we
can to the  development  and promotion of their  services.  Our  competitors may
develop  content  that is equal or  superior  to ours or that  achieves  greater
market acceptance than ours. It is also possible that new competitors may emerge
and rapidly  acquire  significant  market  share.  We may not be able to compete
successfully for subscribers,  staff and outside contributors which could have a
material  adverse  effect on our business,  results of operations  and financial
condition. Increased competition could result in reduced margins or loss of


                                       3
<PAGE>

market share,  any of which could  materially and adversely affect our business,
results of operations and financial condition.

         Our Employees
         -------------

         We believe that the success of our business  will depend,  in part,  on
our ability to attract,  retain and motivate highly qualified  sales,  technical
and  management  personnel,  and  upon  the  continued  service  of  our  senior
management and key sales and technical personnel.

         We  have  16  employees  and  independent  contractors,  10 work in the
product and content development,  3 in sales and marketing, 1 in editorial and 2
in  administration.  We consider our  employee  relations to be good and we have
never experienced any work stoppages. We can not assure you that we will be able
to successfully  attract,  retain and motivate a sufficient  number of qualified
personnel to conduct our business in the future.

Item 2.           Description of Property.

         We presently lease  approximately 1,500 square feet of office space for
our Chicago offices which are located at 445 West Erie St., Suite 106,  Chicago,
Illinois and  approximately  2,000 square feet of space for our Phoenix  offices
which are located at 111 West Monroe St., Eleventh Floor, Phoenix, Arizona.

Item 3.           Legal Proceedings.

         The  Company  is  not a  party  to  any  pending  or  threatened  legal
proceedings.

Item 4.           Submission of Matters to a Vote of Security Holders.

         No matter was submitted to a vote of the security holders,  through the
solicitation  of proxies or otherwise,  during the fourth  quarter of the fiscal
year covered by this report.

                                     PART II

Item 5.           Market for Common Equity and Related Stockholder Matters.

(a)      Market Information.

         During  2000 there was no market  for the stock of Quadric  Acquisition
Corporation.  The  data  presented  here is for  Zkid  Network  Company  and its
predecessor, East Coeur d'Alene Silver Mines, Inc.

         ZKid's  common  stock  trades  Over-the-Counter  (OTC) on the  National
Quotation  Bureau's  Electronic Pink Sheets under the symbol ZKID.  Table 1 sets
forth the high and low bid  information  for each fiscal quarter  beginning with
December 31, 1999. These quotations reflect inter-dealer prices,  without retail
mark-up,  mark-down or  commission  and may not represent  actual  transactions.
These data provided by Pink Sheets, LLC.

Table 1.

Bid Information
--------------------------------------------------------------------------------


Fiscal Quarter Ended                        High                       Low
--------------------------------------------------------------------------------


December 31, 2000                           0.05                       0.06
September 30, 2000                          0.05                       0.05
June 30, 2000                               0.01                       0.01

                                       4
<PAGE>

March 31, 2000                              0.01                       0.01
December 31, 1999                           None                       None
September 30, 1999                          0.001                      0.001
June 30, 1999                               0.001                      0.001
March 31, 1999                              0.001                      0.001
December 31, 1998                           0.001                      0.001

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


(b)      Holders.

         Zkid Network has approximately  1,075  shareholders of its common stock
as of  March  31,  2001  holding  21,857,034  common  shares.  Quadric  had  two
shareholders during 2000.

(c)      Dividends.

         There  are no  restrictions  imposed  on the  Company  which  limit its
ability to declare or pay dividends on its common stock.  No cash dividends have
been declared or paid to date and none are expected to be paid in the forseeable
future.

Item 6.           Management's Discussion and Analysis or Plan of Operation.

         Plan of Operation
         -----------------

         ZKid Network will continue to develop  additional  and ongoing  content
for its internet  based media content site.  The focus will be on increasing the
educational and entertainment value to children.  This process includes,  but is
not  limited  to,  additional  games,  cartoons,  books in the library and video
streaming children's activities by children.

         In regard to marketing, we are planning and anticipating additional new
corporate and strategic alliances with a view toward promoting website usage and
growth of subscribers.

         We believe that we have sufficient capital to sustain our operations at
the current level for the next twelve months. However, we are seeking additional
capital in order to  accelerate  our growth.  Our efforts to finance the Company
and its  operations  may result in the issuance of equity and debt  instruments.
This and other  financing  activity  may result in the  substantial  dilution of
shareholder  equity.  If rapid  growth were to occur,  we would need to purchase
additional hardware and hire customer support personnel.



Item 7.           Financial Statements.

                  The financial statements presented with this annual report are
         the audited  financial  statements for Quadric from  inception  through
         December 31, 2000 and Pro Forma  Financial  Statements for the combined
         corporations for the year ending December 31, 2000.


Item 8.           Changes  In and  Disagreements  With Accountants on Accounting
                  and Financial Disclosure.

         On December 31, 2000, the Registrant changed accoutants from Williams &
Webster to DiRocco and Dombrow,  P.A. 3601 W. Commercial  Blvd.,  Suite #39, Ft.
Lauderdale,  Florida  33309.  The Company  decided not to  reappoint  Williams &
Webster as its independent  accountant.  The financial statements reported on by
Williams & Webster  were not subject to an adverse or  qualified  opinion,  or a
disclaimer  of opinion  and were not modified as to uncertainty,  audit scope or
accounting principles during the past two fiscal years, and interim periods. The
decision  to  change  accountants  was  approved  by the  Registrant's  Board of
Directors.  There were no  disagreements  related to  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure during
the past two fiscal years and interim periods.




                                       5
<PAGE>

                                    PART III

Item 9.           Directors,  Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act.

The following table sets forth the officers and directors of the Zkid Network
Company and its wholly owned subsidiary, Z.Kid Network.com, Inc.

MANAGEMENT ZKID NETWORK COMPANY

Directors and Executive Officers
--------------------------------

The following  persons are the Directors and Executive  Officers of zKid Network
Company, the parent corporation of the Delaware zKid Network Company.


Name                      Age                    Position(s)

Donald Weisberg           53                     President

Paul G. Gulli             38                     Secretary/Treasurer

         Mr.  Weisberg is a retired member of the Chicago Board of Trade. He was
a shareholder of J.S & D.W., Inc., a Chicago Board of Trade floor brokerage.  He
was  involved  in the  management  of the floor  brokerage  for 17 years  before
retiring  in May 2000.  He still  owns two Board of Trade  memberships  which he
leases.  Mr.  Weisberg is a minority  shareholder in Q.C.  Enterprises,  Inc., a
company  specializing  in the restoration  and  installation of stone,  granite,
terrazo and tile  products.  He has acted as a part-time  sales person since his
retirement from the brokerage business.

         Mr. Gulli is presently the  Secretary/Treasurer of zKid Network Company
and the Vice  President of Technology and  development of zKid Network  Company,
the Company's  subsidiary.  He supervises  software  development  and researches
emerging computer technologies. Prior to his employment with zKid Network he was
the  general  manager  of  Omni  Pro  Legal  Services.   This  company  provided
investigative  and legal support services to the general public and governmental
agencies. The company also developed custom software applications for clients.

MANAGEMENT OF SUBSIDIARY

Directors and Executive Officers of Zkid Network Subsidiary
-----------------------------------------------------------

The following  persons are the Directors and Executive  Officers of zKid Network
Company, the wholly owned Delaware corporation subsidiary.

Name                      Age                    Position(s)

Jon Darmstadter           48                     President, Secretary, Treasurer

In addition to his duties as President & CEO of Ekid Network, Mr. Darmstadter is
currently  the  President  & CEO of  The  Children's  Beverage  Group,  Inc.,  a
manufacturer and marketer of unique products for the children's beverage market.
The Children's Beverage Group, Inc. is a unique beverage company directed at the
billion dollar plus children's  beverage market.  The company's mission and goal
has  been to  create  cutting  edge  products  using  the  latest  in  packaging
technology.  It features a patented no.  5,941,642  09/005,627,  "Self-Contained
Fluid  Dispensing  System" known in the trade as the `rip it sip it'(TM) system.
The  company's   products  have  been  marketed  by  national   retailers   like
Wal-Mart(R).

                                       6
<PAGE>

The  Children's  Beverage  Group  was  forced  into  involuntary  bankruptcy  in
September 2000. The bankruptcy case was dismissed in November 2000.

         Mr.  Darmstadter was formerly  Product  Development/Brand  Manager with
United  Beverage of Ohio.  In this role he  developed  the first  sports  drinks
marketed in the U.S. He was  responsible for not only developing the product and
its overall  marketing  concept,  but also for its sales as well as other market
strategies. Prior to his product development role, he was National Sales Manager
for the  company.  Previously,  he was  National  Sales  Manager  for  Bidderman
Industries, a brand marketer of designer menswear.

(c)      Identify Significant Employees.

(d)      Family Relationships.  None.

(e)      Involvement  in  Certain  Legal  Proceedings.  None  of  the  Company's
         directors,  officers,  promoters or control persons, if any, during the
         past five years was, to the best of the Company's knowledge:

1.       A  general  partner  or  executive  officer  of a  business  that had a
         bankruptcy  petition  filed by or  against it either at the time of the
         bankruptcy or within the two years before the bankruptcy;

2.       Convicted  in a  criminal  proceeding  or  been  subject  to a  pending
         criminal  proceeding  (excluding  traffic  violations  and other  minor
         offenses);

3.       Subject to any order,  judgement, or decree, not subsequently reversed,
         suspended  or  vacated,   of  any  court  of  competent   jurisdiction,
         permanently or temporarily enjoining,  barring, suspending or otherwise
         limiting his or her involvement in any type of business,  securities or
         banking activities; and

4.       Found by a court of competent  jurisdiction  (in a civil  action),  the
         Securities  and Exchange  Commission or the Commodity  Futures  Trading
         Commission  to  have   violated  a  federal  or  state   securities  or
         commodities law, and the judgement has not been reversed,  suspended or
         vacated.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock, to file with the Securities and Exchange  Commission
initial  reports of  beneficial  ownership  and reports of changes in beneficial
ownership of Common Stock of the Company.  Officers,  directors and greater than
10%  shareholders  are required by the  Securities  and Exchange  Commission  to
furnish the  Company  with copies of all section  16(a)  reports  they file.  No
reports were filed by the  officers,  directors  or 10% or greater  shareholders
during 2000.

Item 10.          Executive Compensation.

         Presently,  Zkid has two executive officers. No executive officers have
been paid any cash  compensation.  The company  does not have an employee  stock
option  plan and has  granted no other  form of  compensation  to its  executive
officers.  The  Company  does not have a written  employment  contract  with its
executive officers. The Company did enter into a stock option agreement with one
officer  during 2000.  The stock option  agreement  grants an option to purchase
25,000 common shares for Ten Cents per share.  The option  agreement  expires on
December 31, 2001.

         During 2000  Quadric's  sole  officer and  director was paid no form of
compensation.

                                       7

<PAGE>


Item 11.          Security   Ownership   of  Certain   Beneficial   Owners   and
                  Management.

         Table 1 lists the persons who are known to the Company to be the owners
of more than five  percent  of the  Company's  equity  shares  according  to the
Company's records as of March 31,2001.

(e)      Beneficial Ownership of more than 5%.

         Table 1.

       (1)                  (2)                     (3)                   (4)
Title of Class         Name and Address      Amount and Nature        Percent of
                                                                      Class

Jon A. Darmstadter    445 W. Erie St.     *20,000,000 Common Stock      74.46%
Donald Weisberg       445 W. Erie St.       4,750,000 Common Stock      17.68%

* Mr.  Darmstadter  is the  holder  of  1,000,000  Preferred  shares  which  are
convertible into 5,000,000 common shares.  The preferred shares have thirty (30)
votes per share.

(f)      Security Ownership of Management.

Table 2.

       (1)                   (2)                    (3)                   (4)
Title of Class          Name and Address     Amount and Nature        Percent of
                                                                      Class

Jon A. Darmstadter    445 W. Erie St.        *20,000,000 Common Stock   74.46%
Donald Weisberg       445 W. Erie St.          4,750,000 Common Stock   17.68%

* Mr. Darmstadter is the president and director or Z.Kid Network.com,  Inc., the
Company's wholly owned subsidiary.

(7)      Changes in Control.  Except as set forth in the Current  Report on Form
         8-K filed May 9,  2001,  management  is unaware of any facts that would
         effect a change in the  control  of the  Company as of the date of this
         Form 10-KSB filing.

Item 12.          Certain Relationships and Related Transactions.

(a)      Transactions with Management and Others.

         On April  25,  2001,  Zkid  Network  Company  and  Quadric  Acquisition
Corporation  entered into a Business  Combination  Agreement.  Donald  Weisberg,
Director and  President  of Zkid and Gregory  Wilson,  former  President of East
Coeur d'Alene Silver Mines, Inc. and Quadric  Acquisition  Corporation  executed
the Business  Combination  Agreement on behalf of these  companies both in their
representative  capacities and  individually  as  shareholders  of Quadric.  Mr.
Weisberg acquired a majority of the shares of Quadric on the April 25, 2001 from
Long Lane Capital, Inc., a company owned by Wilson. Mr. Weisberg's  simultaneous
acquisition  of the Quadric  shares and  execution of the  business  combination
agreement may be considered a transaction with management.

         On January  23,  2001,  East Coeur  d'Alene  Silver  Mines,  Inc.,  the
company's  predecessor,  transferred  two unpatented  mining claims to Long Lane
Capital,  Inc. for $10.00  consideration.  The Company had originally  owned ten
unpatented  mining claims in the Evolution  Mining District of Shoshone  County,
Idaho. During the year ended December 31, 1998, the Company had written down the
carrying value of these claims to $-0- in recognition of the decreased  value of
its mineral  properties.  Subsequently,  in June,  2000,  the  Company  lost its
rights,  title and interest in the mining claims.  It re-filed for rights in two
of the ten original  claims.  It is these two claims which were conveyed to Long
Lane  Capital,  Inc.  Long Lane  Capital  is owned by Gregory  Wilson,  a former
officer and director of East Coeur d'Alene Silver Mines, Inc.

                                       8
<PAGE>

         On August  29,  2000,  Quadric  issued a total of  4,750,000  shares of
common stock to Long Lane Capital,  Inc. for a total  consideration of $4,750 in
cash and  services  and 250,000  shares to Gregory M. Wilson for $250 cash.  The
shares were issued in reliance on the transaction  exemption afforded by Section
4(2) of the  Securities  Act of  1933,  as  amended.  Mr.  Wilson,  as the  sole
shareholder of Long Lane Capital,  Inc., is deemed the  beneficial  owner of the
Company shares and as the sole officer and director of the Company, the issuance
of the shares,  constitutes a transaction with management.  On December 3, 2000,
the Company entered into a stock option agreement with Gregory Wilson whereby he
may purchase 25,000 shares of common stock for Ten Cents ($0.10) per share.  The
option expires December 31, 2001.

         On August 31, 2000, the Company sold 10,000,000  shares of common stock
to Long Lane  Capital,  Inc.  for $5,000  Dollars in a private  transaction  not
involving a public offering. On January 23, 2001, 9,000,000 of these shares were
cancelled  in  connection  with  the  capitalization  requirements  of the  eKid
Network.com,  Inc.  business  combination  transaction.  On August 21, 2000, the
Company sold 182,248 shares of common stock for $18,248 Dollars.  The securities
were sold to Long Lane Capital,  Inc. in a private  transactions not involving a
public  offering  pursuant to Section 4(2) of the Act. Mr.  Wilson,  as the sole
shareholder of Long Lane Capital,  Inc., is deemed the  beneficial  owner of the
Company shares and as the sole officer and director of the Company, the issuance
of the shares, constitutes a transaction with management.

(b)      Certain Business Relationships.

         Except as set forth in (a) above,  no director or nominee for  director
is or has been  related to any  person  who has been a party to any  transaction
with the Company.

(c)      Indebtedness of Management.

         Except as set forth in (a) above, no member of the Company's management
is or has been indebted to the Company since the beginning of the Company's last
fiscal year.

(d)      Transactions with Promoters.

         Except as set forth in (a)  above,  the  Company's  promoters  have not
received,  directly or indirectly,  anything of value from the Company,  nor are
they entitled to receive anything of value from the Company.

                                    PART IV

Item 13.          Exhibits and Reports on Form 8-K.

         (a) Exhibits

         *(2.0)             Business Combination Agreement
         *(2.1)             Plan of Merger
         *(2.2)             Articles of Merger
         *(3.1)             Articles of Incorporation of East Coeur d'Alene
                            Silver Mines, Inc.
         *(3.2)             Certificate of Amendment of Articles of
                            Incorporation of East Coeur d'Alene Silver Mines,
                            Inc.
         *(3.3)             Certificate of Designation Zkid Network Company

                                       9
<PAGE>


         *(3.4)             By-Laws of zKid Network Company
         *(21)              List of Subsidiaries
         ---------------
         * Previously filed on Form 8-K May 9, 2001.

         (c)      Reports on Form 8-K.

         There were no reports on Form 8-K for the quarter  ending  December 31,
2000.  There was one report on Form 8-K filed by the Company  during the quarter
ending March 31, 2001. The report was dated January 3, 2001 and reported on Item
4 regarding a change in the Company's certifying public accountant.

         There  was a Form  8-K  report  filed  by the  Company  on May 9,  2001
reporting the business  combination of Quadric  Acquisition  Corporation by Zkid
Network  Company.  Items  reported  by this 8-K Report  were Item 1 (Changes  in
Control of  Registrant),Item  2 (Acquisition  or  Disposition of Assets,  Item 5
(Other Events) and Item 7 (Financial Statements and Exhibits).


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Dated: May 25, 2001


Zkid Network Company


/S/ Donald Weisberg
-------------------
By: Donald Weisberg
Title: President


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.




/s/ Donald Weisberg                                 May 25, 2001
---------------------------
By: Donald Weisberg
Title: President, Director


/s/ Paul Gulli                                      May 25, 2001
---------------------------
By: Paul Gulli
Title: Secretary


                                       10
<PAGE>
                                TABLE OF CONTENTS


                                                                       Page

INDEPENDENT AUDITORS'  REPORT          ..............................   F-1

FINANCIAL STATEMENTS
  Balance Sheet                        ...............................  F-2
  Statement of Operations              ...............................  F-3
  Statement of Stockholders' Deficit   ...............................  F-4
  Statement of Cash Flows              ...............................  F-5

NOTES TO FINANCIAL STATEMENTS          ...............................F-6 - F-9

<PAGE>

                             DIROCCO & DOMBROW, P.A.
                      3601 WEST COMMERCIAL BLVD., SUITE 39
                            FORT LAUDERDALE, FL 33309
                            TELEPHONE (954) 731-8181
                               FAX (954) 739-1054



                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Directors
Quadric Acquisition Corporation
Green Acres, WA

We  have  audited  the  accompanying   balance  sheet  of  Quadric   Acquisition
Corporation  (a  development  stage  company)  for the period  February 24, 2000
(inception)  to December 31, 2000,  and the related  statements  of  operations,
stockholders'  deficit and cash flows for the period then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Quadric Acquisition Corporation
as of December 31, 2000,  and the results of  operations  and its cash flows for
the period February 24, 2000 (inception) to December 31, 2000 in conformity with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 1, the Company
has no revenues and negative  working capital.  These factors raise  substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans  regarding  those  matters  are also  described  in Note 1. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



April 25, 2001


                                      F-1

<PAGE>

                         QUADRIC ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
        FOR THE PERIOD FEBRUARY 24, 2000 (INCEPTION) TO DECEMBER 31, 2000


                                     ASSETS

Current Assets
 Cash                                                                   $    40
                                                                        -------


Total Assets                                                            $    40
                                                                        =======


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
 Accounts payable                                                       $ 3,500
                                                                        -------

  Total Current Liabilities                                               3,500
                                                                        -------

Commitments and Contingencies

Stockholders' Deficit
 Common stock, $0.001 par value,
  25,000,000 shares authorized, 5,000,000
  shares issued and outstanding                                           5,000
  Paid in capital                                                           750
  Accumulated deficit during development stage                           (9,210)
                                                                        -------

     Total Stockholders' Deficit                                         (3,460)
                                                                        -------

     Total Liabilities and Stockholders' Deficit                        $    40
                                                                        =======




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

                                       F-2


<PAGE>

                        QUADRIC ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
        FOR THE PERIOD FEBRUARY 24, 2000 (INCEPTION) TO DECEMBER 31, 2000



Revenues                                                            $      --
                                                                    -----------


Expenses
 Organization expenses                                                     250
 Legal expenses                                                          1,000
 Administrative expenses                                                 6,998
 Professional fees                                                         962
                                                                    -----------
     Total Expenses                                                       9,210
                                                                    -----------


Net Loss                                                            $    (9,210)
                                                                    ===========


Net Loss Per Common Share                                           $    (0.002)
                                                                    ===========

Weighted Average Shares of Common Stock
 Outstanding                                                         5,000,000
                                                                    ===========




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

                                       F-3


<PAGE>
<TABLE>
<CAPTION>

                            QUADRIC ACQUISITION CORP
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
        FOR THE PERIOD FEBRUARY 24, 2000 (INCEPTION) TO DECEMBER 31, 2000



                                    Common Stock       Additional
                               ---------------------    Paid-in    Accumulated
                                Shares       Amount     Capital     Deficit       Total
                               ---------   ---------   ---------   ---------    ---------
<S>                            <C>         <C>         <C>         <C>          <C>
Issuance of common stock
  for cash                     1,000,000   $   1,000   $    --     $    --      $   1,000

Issuance of common stock
  for services and expenses    4,000,000       4,000        --          --          4,000

Contributed capital                 --          --           750        --            750

Net loss for the period
  ended December 31, 2000           --          --          --        (9,210)      (9,210)
                               ---------   ---------   ---------   ---------    ---------

Balance at December 31, 2000   5,000,000   $   5,000   $     750   $  (9,210)   $  (3,460)
                               =========   =========   =========   =========    =========
</TABLE>


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

                                       F-4

<PAGE>


Cash Flows From Operating Activities
  Net loss                                                              $(9,210)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Issuance of stock for services and expenses                         4,000
      Increase in accounts payable                                        3,500
                                                                        -------
          Net Cash Used In Operating
            Activities                                                   (1,710)
                                                                        -------

Cash Flows From Financing Activities
   Issuance of stock for cash                                             1,000
   Contributed Capital                                                      750
                                                                        -------
          Net Cash Provided by Financing
            Activities                                                    1,750
                                                                        -------

            Net Increase in Cash                                             40

Cash, Beginning of Year                                                    --
                                                                        -------

Cash, End of Year                                                       $    40
                                                                        =======



Supplemental Disclosure of Cash Flow Information
  Interest paid                                                         $  --
                                                                        =======
  Income taxes paid                                                     $  --
                                                                        =======


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

                                       F-5

<PAGE>

                         QUADRIC ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This  summary  of  significant   accounting   policies  of  Quadric  Acquisition
Corporation (the Company) is presented to assist in understanding  the Company's
financial statements.  The financial statements and notes are representations of
the  Company's  management,   which  is  responsible  for  their  integrity  and
objectivity.  These accounting policies conform to generally accepted accounting
principles  and  have  been  consistently  applied  in  the  preparation  of the
financial statements.

Organization and Business Activity
----------------------------------

Quadric Acquisition Corporation  (hereinafter "the Company") was incorporated on
February  24,  2000 in the  State  of  Nevada.  On March  7,  2000  the  Company
registered its securities with the Securities and Exchange Commission  primarily
for the purpose of serving as a vehicle to effect a merger,  exchange of capital
stock,  asset  acquisition  or other  business  combination  with a domestic  or
foreign private business. The Company's fiscal year end is December, 31.

Basis of Accounting
-------------------

The Company's  financial  statements  are prepared  using the accrual  method of
accounting.

Use of Estimates
----------------

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

Long-Lived Assets
-----------------

The Company  reviews its  long-lived  assets for impairment  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable.  An impairment  loss would be recognized  when estimated  future
cash  flows  expected  to  result  from the use of the  asset  and its  eventual
disposition are less than its carrying amount.

                                       F-6

<PAGE>

                         QUADRIC ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Cash and Cash Equivalents
-------------------------

For  purposes  of the  Statement  of  Cash  Flows,  the  Company  considers  all
short-term debt securities  purchased with a maturity of three months or less to
be cash equivalents.

Income Taxes
------------

Income  taxes are  calculated  under the  provisions  of  Statement of Financial
Accounting  Standards No. 109,  "Accounting for Income Taxes" (SFAS 109).  Under
SFAS 109, the  liability  method is used in accounting  for income taxes,  which
includes  the effects of temporary  differences  between  financial  and taxable
amounts of assets and  liabilities.  The  Company  has  established  a valuation
allowance to fully offset potential deferred tax assets.

At September  30, 2000,  the Company had a net operating  loss of  approximately
$5,710 and will  expire  2020.  No  provision  for taxes or tax benefit has been
reported in the  financial  statements,  as there is not a  measurable  means of
assessing future profits or losses.

Net Loss Per Share
------------------

Net  loss  per  share is  presented  under  Statement  of  Financial  Accounting
Standards No. 128,  "Earnings Per Share" (SFAS 128). Basic earnings per share is
computed by using the weighted  average number of common shares  outstanding and
excludes any dilutive effects of options,  warrants and convertible  securities.
Diluted  earnings  per share is computed  using the weighted  average  number of
common and  dilutive  common  shares  outstanding  during the period.  Basic and
diluted loss per share were the same, as there were no common stock  equivalents
outstanding.


                                       F-7

<PAGE>

                         QUADRIC ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Going Concern
-------------

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a going  concern.  Going  concern  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business over a reasonable  length of time. These financial  statements shows
that there are no revenues  and current  liabilities  exceed  current  assets by
$3,460 at December  31, 2000.  The future of the Company is  dependent  upon its
ability to identify a  prospective  target  business  and raise  capital it will
require through the issuance of equity  securities,  borrowings or a combination
thereof. The financial statements do not include any adjustments relating to the
recoverability  and  classifications  of  recorded  assets,  or the  amounts and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.

New Accounting Pronouncements
-----------------------------

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133 (SFAS 133) " Accounting for Derivative  Instruments and Hedging Activities",
which was amended by SFAS No.  137,  issued in June 1999.  SFAS 133  established
standards  for  accounting  for  derivative   instruments,   including   certain
derivative instruments embedded in other contracts, and hedging activities. SFAS
133, as amended,  is effective for fiscal years  beginning  after June 15, 2000.
The Company  does not believe that the adoption of SFAS 133 will have a material
effect on the financial statements.

In September  2000, the FASB issued SFAS No. 140,  "Accounting for Transfers and
Servicing of Financial Assets and  Extinguishments  of Liabilities"  (SFAS 140).
SFAS 140  replaces  FASB  Statement  No.  125,  "Accounting  for  Transfers  and
Servicing of Financial  Assets and  Extinguishment  of Liabilities" and provides
accounting  and  reporting  standards  for  transfers and servicing of financial
assets and  extinguishments of liabilities.  SFAS 140 is effective for transfers
and servicing of financial assets and  extinguishments of liabilities  occurring
after March 31, 2001 and is effective for  recognition and  reclassification  of
collateral  and for  disclosures  relating to  securitization  transactions  and
collateral for fiscal years ending after December 31, 2000. The Company does not
believe  that the  adoption  of SFAS  140 will  have a  material  effect  on the
financial statements.

                                       F-8

<PAGE>

                         QUADRIC ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                DECEMBER 31, 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

New Accounting Pronouncements
-----------------------------

In December  1999, the  Securities  and Exchange  Commission  (SEC) issued Staff
Accounting   Bulletin   (SAB)  No.  101,   "Revenue   Recognition  in  Financial
Statements."  SAB 101  provides  the SEC  Staff's  views in  applying  generally
accepted  accounting  principles to selected  revenue  recognition  issues.  The
Company  does not  believe  that the  adoption  of SAB 101 will have a  material
effect on the financial statements.

NOTE 2 - DEVELOPMENT COSTS

In accordance with generally accepted  accounting  principles,  the Company will
expense development costs as incurred.

NOTE 3 - COMMON STOCK

On February 27, 2000, the Company issued  5,000,000 shares of common stock to an
officer and a related party. There was no public offering of any securities. The
above referenced  shares were issued in repayment of expenses of $4,000 and cash
of $1,000.  These shares were issued  pursuant to Section 4(2) of the Securities
Act  of  1933,  a  securities  offering  transaction   exemption  not  requiring
registration.  The Company has not authorized any preferred  stock,  convertible
stock, warrants or options as of December 31, 2000.

NOTE 4 - RELATED PARTY

On February 27, 2000, 4,750,000 common stock was issued to an affiliated company
in  consideration  of  organization  and  professional  costs. A director of the
Company owns  controlling  interest in the issued and  outstanding  stock of the
affiliated company.

Legal counsel to the Company is a firm owned by a director of the Company.

NOTE 5 - SUBSEQUENT EVENT

On April 25, 2001, 100% of the Company's  outstanding  common stock was acquired
by z.Kid Network Co. Z.Kid Network Co. will be the surviving corporation and the
Company will be the disappearing corporation.

                                       F-9

<PAGE>

                        Z. KID NETWORK CO. AND SUBSIDIARY

                   PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

                      WITH INDEPENDENT ACCOUNTANTS' REPORT

                           DECEMBER 31, 2000 AND 1999


<PAGE>

                               TABLE OF CONTENTS

                                                                         PAGE
                                                                         ----

INDEPENDENT ACCOUNTANTS' REPORT            ...........................    F-1

PRO FORMA FINANCIAL STATEMENTS
  FOR THE YEAR ENDED DECEMBER 31, 2000
    Consolidated Balance Sheet             ...........................    F-2
    Consolidated Statement of Operations   ...........................    F-3
    Consolidated Statement of Cash Flows   ...........................    F-4

PRO FORMA FINANCIAL STATEMENTS
  FOR THE YEAR ENDED DECEMBER 31, 1999
    Consolidated Balance Sheet             ...........................    F-5
    Consolidated Statement of Operations   ...........................    F-6
    Consolidated Statement of Cash Flows   ...........................    F-7

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL
  STATEMENTS                               ........................... F-8 - F-9

<PAGE>

                            DIROCCO & DOMBROW, P.A.
                      3601 WEST COMMERCIAL BLVD., SUITE #39
                            FORT LAUDERDALE, FL 33309
                                 (954) 731-8181
                               FAX (954) 739-1054


                         Independent Accountants' Report
                         -------------------------------

To the Board of Directors
z.Kid Network Co. and Subsidiary
Greenacres, WA

We have reviewed the pro forma adjustments that reflect the proposed acquisition
of Quadric  Acquisition  Corporation  by z.Kid  Network  Co. and  Subsidiary  as
described in Note 1 to the pro forma consolidated  financial  statements and the
application of those  adjustments to the historical  amounts in the accompanying
pro forma consolidated  balance sheets of z.Kid Network Co. and Subsidiary as of
December  31,  2000  and  1999  and the pro  forma  consolidated  statements  of
operations  and cash  flows the  years  then  ended.  The  historical  financial
statements  are derived from the  financial  statements of z.Kid Network Co. and
Quadric Acquisition  Corporation,  which we audited,  which financial statements
appear elsewhere  herein.  Such pro forma  adjustments are based on management's
assumptions  as  described  in Note 1. Our  review was made in  accordance  with
statements  on  Standards  for  Accounting  and  Review  Services  issued by the
American  Institute of Certified Public Accountants and,  accordingly,  included
such procedures as we considered necessary in the circumstances.

The  objective  of this pro forma  information  is to show what the  significant
effects on the historical financial information might have been had the proposed
acquisition  occurred at an earlier date.  However,  the pro forma  consolidated
statements  are not  necessarily  indicative  of the  results of  operations  or
related  effects on  financial  position  that would have been  attained had the
above-mentioned proposed acquisition actually occurred earlier.

Based on our review,  we are not aware of any material  modification that should
be made to the pro forma consolidated  financial statements in order for them to
be in conformity with generally accepted accounting principles.



April 27, 2001

                                      F-1

<PAGE>
<TABLE>
<CAPTION>

                        Z.KID NETWORK CO. AND SUBSIDIARY
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2000



                                                    Z.KID
                                                   NETWORK
                                                     CO.      QUADRIC
                                                     and    ACQUISITION
                                                SUBSIDIARY   CORPORATION    ADJUSTMENTS    PRO FORMA
                                                ----------  ------------    -----------    ---------
<S>                                             <C>         <C>             <C>            <C>
                  ASSETS

Current Assets
  Cash                                          $   2,366    $      40                     $   2,406
                                                ---------    ---------                     ---------

         Total Current Assets                       2,366           40                         2,406
                                                ---------    ---------                     ---------


Furniture and Equipment                            31,585         --                          31,585
                                                ---------    ---------                     ---------

Other Assets
  Costs in excess of net assets                                              $ 250,000
    acquired                                         --           --           (33,332)      216,668
  Software development costs                      185,531         --                         185,531
  Deposits                                          1,265         --                           1,265
                                                ---------    ---------                     ---------

          Total Other Assets                      186,796         --                         403,464
                                                ---------    ---------                     ---------


          Total Assets                          $ 220,747    $      40                     $ 437,455
                                                =========    =========                     =========


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable and accrued liabilities      $  73,109    $   3,500                     $  76,609
  Due to stockholder                              605,695         --                         605,695
                                                             ---------                     ---------

          Total Current Liabilities               678,804        3,500                       682,304
                                                ---------    ---------                     ---------


Stockholders' Deficit
  Preferred stock                                   1,000         --                           1,000
  Common stock                                      1,685        5,000       (4,500)           2,185
  Additional paid-in capital                      336,035          750      254,500          591,285
  Accumulated Deficit                             (96,777)      (9,210)     (33,332)        (839,319)
                                                ---------    ---------    ---------        ---------
          Total Stockholders' Deficit            (458,057)      (3,460)        --           (244,849)
                                                ---------    ---------    ---------        ---------

          Total Liabilities and Stockholders'
           Deficit                              $ 220,747    $      40    $    --          $ 437,455
                                                =========    =========    =========        =========
</TABLE>




            See Notes to Pro Forma Consolidated Financial Statements

                                       F-2



<PAGE>
<TABLE>
<CAPTION>


                        Z.KID NETWORK CO. AND SUBSIDIARY
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2000

                                                        Z.KID
                                                       NETWORK
                                                         CO.         QUADRIC
                                                         and       ACQUISITION
                                                    SUBSIDIARY      CORPORATION    ADJUSTMENTS    PRO FORMA
                                                    -----------    ------------    -----------    -----------
<S>                                                 <C>            <C>             <C>            <C>

Revenues                                            $      --      $      --                      $      --
                                                    -----------    -----------                    -----------

Expenses
  Selling, general and administrative                   358,442          8,210     $    16,666        383,318
  Legal and audit expense                                26,732          1,000          27,732
  Depreciation                                           14,298           --            14,298
                                                    -----------    -----------     -----------    -----------
        Total Expenses                                  399,472          9,210     $    16,666        425,348
                                                    -----------    -----------     -----------    -----------

Net loss                                            $  (399,472)   $    (9,210)                   $  (425,348)
                                                    ===========    ===========                    ===========

Earnings (loss) per common share                    $    (0.107)   $    (0.002)                   $    (0.113)
                                                    ===========    ===========                    ===========

Weighted average number of shares
     outstanding                                      3,750,284      5,000,000                      3,750,284
                                                    ===========    ===========                    ===========
</TABLE>



            See Notes to Pro Forma Consolidated Financial Statements

                                       F-3
<PAGE>

                        Z.KID NETWORK CO. AND SUBSIDIARY
                 PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2000

Cash flows from operating activities:
 Net loss                                                 $(425,348)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
   Issuance of stock for services                             4,000
   Depreciation and amortization expense                     30,964
   Increase in deposits                                      (1,265)
   Increase in accounts payable and accrued liabilities      56,741
                                                          ---------
Net cash used in operating activities                      (334,908)
                                                          ---------

Cash flows from  investing activities:
 Payments for software development
  costs                                                    (185,531)
 Purchase of furniture and equipment                        (16,893)
                                                          ---------
Net cash used in investing activities                      (202,424)
                                                          ---------

Cash flows from financing activities:
 Proceeds from issuance of common
  stock                                                      48,498
 Contributed capital                                            750
 Advances from stockholder loans                            480,285
                                                          ---------
Net cash provided by financing activities                   530,533
                                                          ---------

Net increase (decrease) in cash                              (6,799)

Cash at beginning of year                                     9,205
                                                          ---------

Cash at end of year                                       $   2,406
                                                          =========


            See Notes to Pro forma Consolidated Financial Statements

                                       F-4

<PAGE>
<TABLE>
<CAPTION>

                        Z.KID NETWORK CO. AND SUBSIDIARY
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 1999

                                                    Z.KID
                                                   NETWORK
                                                     CO.       QUADRIC
                                                     and     ACQUISITION
                                                 SUBSIDIARY  CORPORATION   ADJUSTMENTS  PRO FORMA
                                                 ----------  -----------   -----------  ---------
<S>                                               <C>         <C>          <C>          <C>
                  ASSETS

Current Assets
  Cash                                            $   9,205   $    --                   $   9,205
                                                  ---------   ---------                 ---------
         Total Current Assets                         9,205        --                       9,205
                                                  ---------   ---------                 ---------

Furniture and Equipment                              28,990        --                      28,990
                                                  ---------   ---------                 ---------

Other Assets
  Cost in excess of net assets                                              $ 250,000
    acquired                                           --          --          16,666     233,334
  Software development costs                           --          --                        --
  Deposits                                             --          --                        --
                                                  ---------   ---------                 ---------
          Total Other Assets                         38,195        --                     233,334
                                                  ---------   ---------                 ---------

          Total Assets                            $  38,195   $    --                   $ 271,529
                                                  =========   =========                 =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Accounts payable and accrued liabilities        $  19,868   $    --                   $  19,868
  Due to stockholder                                125,410        --                     125,410
                                                  ---------   ---------                 ---------
          Total Current Liabilities                 145,278        --                     145,278
                                                  ---------   ---------                 ---------

Stockholders' Equity (Deficit)
  Preferred stock                                     1,000        --                       1,000
  Common stock                                        1,517        --             500       2,017
  Additional paid-in capital                        656,945        --         249,500     906,445
  Accumulated Deficit                              (766,545)       --         (16,666)   (783,211)
                                                  ---------   ---------     ---------   ---------
          Total  Stockholders' Equity (Deficit)    (107,083)       --            --       126,251
                                                  ---------   ---------     ---------   ---------
          Total Liabilities and Stockholders'
            Equity (Deficit)                      $  38,195   $    --       $    --     $ 271,529
                                                  =========   =========     =========   =========

</TABLE>



            See Notes to Pro Forma Consolidated Financial Statements

                                       F-5

<PAGE>
<TABLE>
<CAPTION>

                        Z.KID NETWORK CO. AND SUBSIDIARY
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999

                                           Z.KID
                                          NETWORK
                                            CO.       QUADRIC
                                            and     ACQUISITION
                                        SUBSIDIARY  CORPORATION   ADJUSTMENTS  PRO FORMA
                                        ----------  -----------   -----------  ---------
<S>                                     <C>         <C>           <C>          <C>
Revenues                                 $    --     $    --                   $    --
                                         ---------   ---------                 ---------

Expenses
  Selling, general and administrative       92,433        --       $  16,666     109,099
  Depreciation                               2,769        --                       2,769
  Equity in net loss of subsidiary            --          --                        --
                                         ---------   ---------                 ---------
        Total Expenses                      95,202        --                     111,868
                                         ---------   ---------                 ---------

Other Expense
   Interest                                    832        --                         832
                                         ---------   ---------                 ---------
       Total Other Expense                     832        --                         832
                                         ---------   ---------                 ---------

Net loss                                 $ (96,034)  $   (--)                  $(112,700)
                                         =========   =========                 =========

Earnings (loss) per common share         $  (0.549)  $   (--)                  $  (0.648)
                                         =========   =========                 =========

Weighted average number of shares
     outstanding                           174,786        --                     174,786
                                         =========   =========                 =========

</TABLE>



            See Notes to Pro Forma Consolidated Financial Statements

                                       F-6

<PAGE>

                                Z.KID NETWORK CO.
                 PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 1999

Cash flows from operating activities:
  Net loss                                                 $(112,700)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Depreciation and amortization  expense                    19,435
    Decrease in organizational costs                             450
    Increase in accounts payable and accrued liabilities      15,731
                                                           ---------
Net cash used in operating activities                        (77,084)
                                                           ---------

Cash flows from investing activities:
    Purchase of furniture and equipment                      (31,759)
                                                           ---------
Net cash used in investing activities                        (31,759)
                                                           ---------
Cash flows from financing activities:
    Proceeds from issuance of common
     stock                                                         3
    Advances from stockholder loans                          118,010
                                                           ---------
Net cash provided by financing activities                    118,013
                                                           ---------

Net increase in cash                                           9,170

Cash at beginning of year                                         35
                                                           ---------

Cash at end of year                                        $   9,205
                                                           =========





            See Notes to Pro forma Consolidated Financial Statements

                                       F-7

<PAGE>

                        z.KID NETWORK CO. AND SUBSIDIARY
              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 - SUMMARY OF SIGNIFICANT PROFORMA ASSUMPTIONS

On April 25, 2001, the Company acquired all of the issued and outstanding shares
of the common stock of Quadric Acquisition Corporation in exchange for 5,000,000
shares of its restricted common stock valued at $250,000.

The  acquisition  will be  accounted  for as a  purchase,  with the  assets  and
liabilities  recorded at fair value, and the results of the Quadric  Acquisition
Corporation's  operations  included  in  the  Company's  consolidated  financial
statements. All significant intercompany transactions have been eliminated.

The accompanying  consolidated financial statements illustrate the effect of the
acquisition  ("Pro  Forma") on the Company's  financial  position and results of
operations. The consolidated balance sheets as of December 31, 2000 and 1999 are
based on the historical  balance  sheets of the Company and Quadric  Acquisition
Corporation  as of these dates and assumes the  acquisition  took place on these
dates. The consolidated statement of operations for the years ended December 31,
2000 and 1999  are  based on the  historical  statements  of  operations  of the
Company and  Quadric  Acquisition  Corporation  for those  years.  The pro forma
consolidated statements of operations assume the acquisition took place prior to
December 31, 2000.

The pro forma consolidated financial statements as of December 31, 2000 and 1999
and for the  years  then  ended  includes  the pro  forma  acquisition  of E.Kid
Network.com,  Inc. on January 23, 2001 in exchange for 15,000,000  shares of the
Company's  restricted  common  stock  and  1,000,000  shares  of  the  Company's
restricted  Series A  preferred  stock.  Additionally,  9,000,000  shares of the
Company's   common  stock  as  of  January  23,  2001,  owned  by  the  majority
shareholder, were cancelled in accordance with the capitalization requirement of
this business combination.

The pro forma  consolidated  financial  statements  may not be indicative of the
actual results of the  acquisition.  In particular,  the pro forma  consolidated
financial   statements  are  based  on  management's  current  estimate  of  the
allocation of the purchase price, the actual allocation of which may differ.

The accompanying pro forma consolidated  financial  statements should be read in
connection with the historical  financial  statements of the Company and Quadric
Acquisition Corporation.

A  recapitalization  of the  stockholders'  equity of the  Company  has not been
presented as the acquisition of Quadric Acquisition Corporation (Quadric) is not
a reverse  acquisition  and Quadric,  had an  immaterial  amount of net monetary
assets at the time of  acquisition.  The Company was the acquirer of Quadric and
the stockholders of the Company maintained  majority stock ownership  subsequent
to the acquisition transaction.


                                       F-8

<PAGE>

                        z.KID NETWORK CO. AND SUBSIDIARY
              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The pro forma consolidated  financial  statements has been prepared on the basis
of the generally accepted accounting principles which are the same as those used
to prepare the historical  financial statements for the years ended December 31,
2000 and 1999.

NOTE 3 - PROFORMA ADJUSTMENTS

The pro forma  adjustments to the condensed  consolidated  balance sheet are, as
follows:

              (1) To reflect the acquisition of Quadric Acquisition  Corporation
       and the  allocation of the purchase price on the basis of the fair values
       of the assets  acquired and  liabilities  assumed.  The components of the
       purchase  price and its  allocation  to the  assets  and  liabilities  of
       Quadric Acquisition Corporation are, as follows:

     Components of purchase price:

            Common Stock of the Company                            $250,000
                                                                   --------
                       Total purchase price                        $250,000

     Allocation of purchase price:
            Stockholders' equity Quadric Acquisition Corporation          0
                                                                   --------

     Cost in excess of net assets acquired                         $250,000
                                                                   ========

The pro forma  adjustments  to the condensed  consolidated  statements of income
are, as follows:

                                              Year Ended         Year Ended
                                          December 31, 2000  December  31, 1999
                                          -----------------  ------------------

   (2) Adjustments to general and
       Administrative expense:

       Amortization of excess cost over
           Fair value of the net assets
             Acquired                          $ 16,666          $ 16,666






                                       F-9