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

                                  FORM 10-KSB/A
                                 Amendment No. 2
(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.

<PAGE>

                              ZKID NETWORK COMPANY
                                   FORM 10-KSB
                                December 31, 2000


                                                                            Page

PART I........................................................................1

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

PART II.......................................................................5

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

PART III......................................................................8

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

PART IV......................................................................12

ITEM 13.  Exhibits and Reports on Form 8-K...................................12
SIGNATURES...................................................................13
EXHIBIT INDEX................................................................


<PAGE>

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
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. Although Quadric
Acquisition  Corporation is the legal acquiror,  Zkid is the accounting acquiror
and therefore,  the historical  financial statements included in this filing are
those of Zkid, the accounting acquiror.

         (c)  Our  Corporate  History.   Quadric  Acquisition   Corporation  was
incorporated  on February 24, 2000. The Company filed a Form 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
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 January 24, 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."


                                       1
<PAGE>

         The Zkid  network is a "Virtual  Private  Network"  (VPN)  specifically
designed for children and their needs. This network uses a user-interface  based
VPN concept,  rather than a network  protocol  based VPN.  The  KidsKeep  Client
Software is the end-user client to this interface-based VPN technology. The Zkid
network provides the following network services:  Intranet,  Safe Chat, Intranet
Safe-Email with Parental Gateway,  Intranet Content (videos,  cartoons and games
written and  produced by Zkid  Network,  and access to the  Internet web content
though  Safesurf  Gateway.  The KidsKeep Client  Software  provides  graphically
assisted interface to the Zkid Network VPN using animated characters. Underlying
the  program   functionality   implements  the   interfaced-based  VPN  concept,
proprietary  animation  engine (zASE),  Safe-Chat Client  Interface,  Safe Email
Client  Interface  and  SafeSurf  Client  Interface.  The words zKid Network and
KidsKeep is  trademarked.  We intend to trademark the following  animated  shell
characters:  Chester the Chimpanzee,  Harley the Hippo, Timmy the Toucan,  Lilly
(female child chimpanzee), Hector (male child chimpanzee), Pete the Pelican, and
Jean the  Giraffe.  We  intend  to  trademark  the  following  animated  cartoon
characters:  Scrap the Cat,  Betty the  Boomerang,  Weevil the  Kneevil,  Howard
Cosnail,  Zed,  Bill,  Ragnar the Runt,  Captain Sonic and Leo the Computer.  We
intend to trademark the following cartoons: Ragnar the Runt, Weevil the Kneevil,
Cyborg 6, Betty Boomerang, Scrap the Cat and Zed & Billy. We intend to copyright
or patent the following  software:  KidsKeep Client Software,  zASE (proprietary
animation engine), zASE Utilities  (facilitates the development of zASE content)
and SafeSite  Crawler.  The following  technology  is  considered  trade secret:
Interface based Virtual Private  Network,  SafeSurf System and SafeSite  System.
The  Zkid  Network  and  KidsKeep  client  software,  including  animations  and
prototype  content have been in development for  approximately  two years. As we
complete our system beta testing and  production  preparation  we intend to file
documents relating to trademarks, copyrights and patents. Our website address is
www.zkidnetwork.com. The website is operational.

         The Zkid  Network is 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 Zkid  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.



                                       2
<PAGE>

         The Zkid 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.

         The Zkid Network is a user interfaced  based Virtual  Private  Network.
This  network is comprised of the VPN and  KidsKeep  Client  software.  The Zkid
network provides the following network services:  Intranet  Safe-Chat,  Intranet
Safe Email with  Parental  Gateway,  Intranet  content  (videos,  online  books,
cartoons,  and  games,  access to the  Internet  web  content  through  SafeSurf
Gateway.

         The Zkid Network  does not filter  websites as they are  accessed.  Our
system employs two technologies, the SafeSite system and the SafeSurf system. We
consider these two systems trade  secrets.  Sites are made available as they are
verified as  appropriate  for children.  This site  selection is based solely on
content appropriateness and not on any relationship with the content provider.

         We have one  verbal  agreement  with a content  provider.  The  content
provider  is  Sports  Profiles.  This  agreement  allows  us to link  to  Sports
Profiles'  website  and  utilize  their  extensive  "kid-friendly"  view  of the
sporting  events world. In exchange for our agreement with Sports  Profiles,  we
will provide a link from our website to their  website.  Presently,  this mutual
website linking will not result in any company costs or revenues.

         We intend to generate  business revenues by charging the user a monthly
subscription fee for the use of the Zkid network. We anticipate that the monthly
fee will be $7.95.

         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.

         The competitive business environment for our business model is unknown.
The  Zkid  network  has  incorporated  many  different  capabilities  and to our
knowledge  we are unaware of any one company or program  that covers all aspects
and functionality of our network. We believe that we would be the first business
to provide the following services:

o        Gated Access using current Internet Service Provider (ISP)
o        Age appropriate animated navigational shell
o        KidsKeep "Agents"
o        Enhanced web protection site
o        Closed Network Email with Parental Gateway
o        Monitored-Sponsored Chat Rooms
o        Age Appropriate Game Rooms
o        Short Story Library
o        Cartoon Theater

         The  following  is a  list  of  competitors  which  offer  one or a few
features and services that Zkid will offer:

o         JuniorNet.com
o         Nick.com
o         FunBrain.com
o         CyberKids
o         Heartsoft


                                       3
<PAGE>

         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
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 rent  approximately  1,500 square feet of office space for
our Chicago offices which are located at 445 West Erie St., Suite 106,  Chicago,
Illinois.  The  annualized  rent for the Chicago  office is  $26,664.  This is a
month-to-month tenancy. We rent approximately 2,000 square feet of space for our
Phoenix  offices  which are  located at 111 West  Monroe  St.,  Eleventh  Floor,
Phoenix,  Arizona.  We entered into this lease on April 1, 2000. The annual rent
for the  Phoenix  office is $37,138  for 2001,  $38,931 for 2002 and $19,978 for
2003. The rental term is 36 months.

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.


                                       4
<PAGE>

                                     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                  Low                High
--------------------------------------------------------------------------------


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

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


(f)      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.

(d)      Recent Sales of Unregistered Securities.

         Within  the  past  three  years  Zkid  and  its  predecessor,   Quadric
Acquisition Corporation, have issued the following securities:

         On April  25,  2001,  Zkid  issued  4,750,000  common  shares to Donald
Weisberg and 250,000 common shares to Gregory Wilson, in exchange for all of the
issued  and  outstanding  capital  stock of  Quadric  pursuant  to the  business
combination agreement. The share exchange transaction value was $250,000 Dollars
or $0.05  per  share.  The  shares  were  issued in a  private  transaction  not
involving a public offering pursuant to Section 4(2) of the Act.


                                       5
<PAGE>

         On March 26,  2001,  the Company  issued  1,000,000  Series A Preferred
shares to Mr. Darmstadter as additional consideration for the Z.Kid Network.com,
Inc.  acquisition  which is  incorporated  into and described in the January 23,
2001 transaction below.

         On January 23, 2001, East Coeur d'Alene issued 15,000,000 common shares
to Jon A.  Darmstadter in exchange for all of the issued and outstanding  common
stock of E.Kid  Network.com,  Inc.  The  share  exchange  transaction  value was
$750,000 or $0.05 per share. The shares were issued in a private transaction not
involving a public offering pursuant to Section 4(2) of the Act.

         On August 31, 2000, East Coeur d'Alene sold 10,000,000 shares of common
stock to Long Lane Capital,  Inc. for $5,000 Dollars, or $0.0005 per share, in a
private  transaction not involving a public offering pursuant to Section 4(2) of
the Securities Act of 1933, as amended. On January 23, 2001,  9,000,000 of these
common shares were cancelled in connection with the capitalization  requirements
of the eKid Network.com, Inc. business combination transaction.

         On August 31, 2000,  East Coeur  d'Alene sold 500,000  shares of common
stock to TFI,  Ltd.,  for  $25,000  Dollars,  or $0.05 per  share,  in a private
transaction not involving a public offering pursuant to Regulation D Rule 504 of
the Act.

         On August 21, 2000,  East Coeur  d'Alene sold 182,248  shares of common
stock for $18,248  Dollars or $0.10 per share.  The securities were sold to Long
Lane Capital,  Inc. in a private  transaction  not  involving a public  offering
pursuant to Section 4(2) of the Act.

         On February 29, 2000, Quadric  Acquisition  Corporation sold a total of
5,000,000  shares  of  common  stock.  4,750,000  shares  were sold to Long Lane
Capital,  Inc.  for a  total  consideration  of  $4,750  in cash  and  corporate
organization  services or $0.001 per share.  250,000 shares were sold to Gregory
M. Wilson  individually  for $250 cash or $0.001 per share. The shares sold in a
private transactions not involving a public offering pursuant to Section 4(2) of
the Act.

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.

         The Zkid Network and KidsKeep  client software has completed final beta
testing and is available for distribution.  All server  technologies have passed
beta cycles and stand ready for implementation.

         We believe that our Zkid network  product can be rapidly  introduced to
the public by utilizing  co-packaging or co-bundling  with other  child-oriented
products.  We will  produce a Zkid  Compact  Disk (CD)  which will  contain  our
KidsKeep client software for loading on personal computers.  Our CD is ready for
production.  We will seek out corporate sellers of  child-oriented  products and
offer  to  co-bundle  or  co-package  our Zkid CD  product  with  their  product
packaging.  Presently, we have not entered into any co-marketing or co-packaging
agreements. CD production will be initiated prior to any marketing program.

         We believe that our subscriber  base will grow in direct  proportion to
our co-marketing  results.  Currently,  our network has the capability to handle
50,000  users/subscribers.  We  anticipate  charging a monthly  fee of $7.95 per
subscriber.  We expect that our initial  marketing  campaign will offer a sample
free 30-day


                                       6
<PAGE>

trial  period for  potential  subscribers.  We will  obtain  subscribers  by co-
marketing our Zkid network  software  product with consumer brand products.  The
consumer  brand product will offer the our network  software  product as a value
added item with the purpose of  increasing  sales of the branded  product at the
retail  level.  This  co-marketing  of our product  with branded  products  will
deliver us  users/subscribers.  This  co-marketing  method of offering our value
added software product to the consumer brand product companies will enable us to
reach a vast number of  potential  subscribers  without  any  advance  marketing
costs. An example of this type of co-marketing  would be an offer of our network
software  product on the back of a branded  breakfast  cereal product offering a
free trial period to our Zkid  Network.  The potential  user/subscriber  will be
directed to our website for registration. We will send the registered user a CD-
ROM disk enabling them to use our website for a free trial period. When we begin
to sign-up the  free-trial  subscribers,  we will not receive any  revenues.  We
anticipate that free-trial  subscribers will become paying subscribers after the
trial period ends. It will cost us  approximately  $0.90 to produce and send the
registered  user the CD-ROM disk. We are unable to estimate what number of free-
trial  subscribes may become paying  subscribers.  Our network  development  and
content is ready for subscriber use up to 50,000 individuals. Presently, we have
no paying subscribers. Our free-trail offers have not yet been initiated.

         We will need to raise capital in order to maintain and grow our website
beyond the 50,000  user/subscriber  level.  We will need to invest in additional
network  hardware and grow and develop our media content.  Presently,  we cannot
predict this growth or the corresponding required hardware. This growth would be
prompted by limitations in our present network due subscriber  growth. If we had
50,000 subscribers each paying $7.95 per month, our subscription cash flow would
be $397,500  per month.  This money could  provide  capital grow our network and
media  content.  No  assurance  can be given  that we will reach  these  revenue
levels.

         Our  short-term  cash  requirements  will be used to sustain  our fixed
operational  expenses which are  approximately  $30,000 per month. Our long-term
cash  requirements  will include our continuing fixed  operational  expenses and
marketing  expenses  associated  with  responding to subscriber  inquiries.  The
marketing  costs  will  be in  direct  proportion  to  the  subscriber  response
generated  from  co-marketing.  The money  needed  to  finance  our  operational
overhead expenses will come from personal loans provided by officers, directors,
shareholders  and  others.  We may  offer  common  stock on a  private  basis in
addition to the personal loans. There are no written  agreements  obligating the
officers, directors, shareholders or others to loan money to the company.

         We believe that we have sufficient capital to sustain our operations at
the current level for the next twelve months.  However,  we will seek additional
capital in order to accelerate  our growth.  We have not identified any specific
future  financing  sources.  Our efforts to finance Zkid and its  operations may
result in the  issuance of equity and debt  instruments.  This and other  future
financing  activity may result in the dilution of shareholder  equity.  If rapid
growth were to occur,  we would need to purchase  additional  hardware  and hire
customer support  personnel.  If we are unable to raise additional  capital,  we
would not be able to market our website in an accelerated  manner.  We expect to
incur financial losses for the foreseeable future.

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.



                                       7
<PAGE>

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

         There  have  been no  changes  or  disagreements  with  accountants  on
accounting or financial  disclosure  during the Company's two most recent fiscal
years.

                                    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,
terrazzo and tile  products.  He has acted as a part-time  sales person for Q.C.
Enterprises since 1997.

         Mr. Gulli is presently the  Secretary/Treasurer of zKid Network Company
and the Vice President of Technology and development of zKid  Network.com,  Inc.
Zkid's subsidiary.  He supervises  software  development and researches emerging
computer technologies.  Mr. Gulli has served in this capacity since August 1999.
From 1995 until August 1999, Mr. Gulli served as a corporate officer and General
Manager of Omni Pro Legal Services.  Omni Pro  specializes in complex  financial
investigations  as well as computer and physical  security.  While involved with
Omni Pro, before leaving his position to join Zkid in early 1999, he oversaw all
investigations  and was personally  responsible for developing many  specialized
computer  programs  utilized  to  assist  Omni  Pro  in  performing  large-scale
investigations.  He has been an  investigator  in the private sector since 1986,
specializing  in complex  financial  investigations  and computer  fraud. He has
assisted in and performed  investigations for the FDIC, RTC, U.S.  Department of
Agriculture,  Arizona Attorney Generals Office,  and various other  governmental
and private entities.  Omni Pro also developed custom software  applications for
clients.



                                       8
<PAGE>

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 Z.KidNetwork.com, Inc.,
Mr.  Darmstadter  is  currently  a Director,  President & CEO of The  Children's
Beverage  Group,  Inc., a manufacturer  and marketer of unique  products for the
children's  beverage market. He has worked for The Children's Beverage Group for
the last five years.  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.

(e)      Identify Significant Employees.

(f)      Family Relationships.  None.

(g)      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.



                                       9
<PAGE>

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.  The  estimated  value of the common stock on the date of the
grant was $1,500  based on the bid price of Six cents per share as quoted on the
National  Quotation  Bureau's  "Pink Sheets".  In the future,  we may compensate
officers  and  directors  with either cash or stock  compensation  for  services
rendered.

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

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.

         Table 1 lists the  persons  who are  known to Zkid to be the  owners of
more than five percent of ZKid's equity shares.

(a)      Beneficial  Ownership of more than 5% based on 26,857,034 common shares
         issued  and  outstanding.  This  number  of  shares  (1)  includes  the
         5,000,000  shares issued in this business  combination and (2) includes
         the  5,000,000  shares  of  common  stock  which  may be  issued to Mr.
         Darmstadter  based on his  immediate  ability to convert his  preferred
         share ownership into common stock.  This 26,857,034 shares reflects the
         potential number of shares issued and outstanding.

         Table 1.

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

Common              Jon A. Darmstadter           20,000,000(i)           74.46
Common              Donald Weisberg               4,750,000              17.68

Preferred           Jon A. Darmstadter            1,000,000             100.0%


(i) Beneficial  ownership based on the right to convert  1,000,000 Series A 2001
Preferred shares into 5,000,000 common shares. The percentages ownership of this
class of common stock includes these 5,000,000 shares.


                                       10
<PAGE>

(b)      Security  Ownership of  Management.  Based on 26,857,034  shares as set
         forth in (a) above as of May 1, 2001.

         Table 2.

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

Common              *Jon A. Darmstadter           20,000,000             74.46
Common               Donald Weisberg               4,750,000             17.68

Common               All Directors
                     /Officers Group              24,750,000             92.15%

Preferred            Jon A. Darmstadter            1,000,000            100.0%

* Jon Darmstadter is the president and director of Z.KidNetwork.com, Inc. Zkid's
wholly owned subsidiary.

(c)      Changes  in  Control.  See Item 1 "Changes  in  Control of  Registrant"
         paragraph (b)above.


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

Item 12.          Certain Relationships and Related Transactions.

(a)      Transactions with Management and Others.

         Except  as  otherwise  set  forth  in  this  paragraph,  no  member  of
management,  executive  officer,  director,  nominee  for a director or security
holder  who is known to Zkid to own of  record  or  beneficially  more than five
percent of any class of the Company's voting  securities,  nor any member of the
immediate family of any of the foregoing persons, has had any direct or indirect
material  interest  in any  transaction  to which the  Company was or is to be a
party.

         The transactions outlined below with related persons were made on terms
which  management  believes were not less  favorable or more favorable that they
would have been if the transactions were made with unrelated persons.

         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  4,750,000  shares of Quadric on the April 25, 2001 from Long
Lane  Capital,  Inc., a company owned by Wilson,  for $60,000  Dollars or $0.012
Dollars per share. Mr. Weisberg's simultaneous acquisition of the Quadric shares
and  execution  of  the  business  combination  agreement  may be  considered  a
transaction with management.

         On February  29,  2000,  Quadric  issued a total of  5,000,000  shares.
4,750,000 shares were sold to Long Lane Capital,  Inc. for a total consideration
of $4,750 in cash and  corporate  organizational  services  or $0.001 per share.
250,000  shares  were sold to Gregory M.  Wilson  individually  for $250 cash or
$0.001  per  share.  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 Quadric  shares and as the sole officer and director of
the  Company,  the  issuance  of the  shares,  constitutes  a  transaction  with
management.

         On January 23, 2001,  East Coeur  d'Alene  Silver Mines,  Inc.,  Zkid's
predecessor, transferred two unpatented mining claims to Long Lane Capital, Inc.
for $10.00 consideration. Zkid had originally owned ten unpatented mining claims
in the Evolution  Mining  District of Shoshone  County,  Idaho.  During the year
ended December 31, 1998,  East Coeur d'Alene had written down the carrying value
of these claims to $-0-, thereby incurring an asset impairment loss of $518,698,
in recognition of the decreased value of its mineral  properties.  Subsequently,
in June,  2000,  East Coeur  d'Alene 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.


                                       11
<PAGE>

         On December 1, 2000,  East Coeur  d'Alene  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. The
estimated value of the common stock on the date of the grant was $1,500 based on
the high bid price of Six cents  per share as quoted on the  National  Quotation
Bureau's "Pink Sheets".

         On August 31, 2000, East Coeur d'Alene sold 10,000,000 shares of common
stock to Long Lane Capital,  Inc. for $5,000 Dollars or $0.0005 per share,  in a
private transaction not involving a public offering.  This share price was based
on a pricing principle utilized by East Coeur d'Alene's prior board of directors
in  anticipation  of the  authorized  reduction of capital  stock par value from
$0.10 to $0.0001 per share. 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,  East Coeur  d'Alene sold 182,248  shares of common
stock for $18,248 Dollars or $0.10 per share.  This share price was based on the
par value at this time. 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 East Coeur d'Alene shares and as the sole officer
and director of East Coeur  d'Alene,  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.

No  member  of  Zkid's  management  is or has been  indebted  to Zkid  since the
beginning of its 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.

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
         *(3.4)            By-Laws of zKid Network Company
         *(21)             List of Subsidiaries

         ---------------
         * Previously filed on Form 8-K May 9, 2001.


                                       12
<PAGE>

         (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: January 16, 2002


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                                             January 16, 2002
---------------------------
By: Donald Weisberg
Title: President, Director


/s/ Paul Gulli                                                  January 16, 2002
---------------------------
By: Paul Gulli
Title: Secretary






                                       13
<PAGE>

                         QUADRIC ACQUISITION CORPORATION

                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                      WITH

                          INDEPENDENT AUDITORS' REPORT

                  FOR THE PERIOD FEBRUARY 24, 2000 (INCEPTION)

                              TO DECEMBER 31, 2000


<PAGE>

                                TABLE OF CONTENTS


                                                                         Page

INDEPENDENT AUDITORS'  REPORT                                              1

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

NOTES TO FINANCIAL STATEMENTS                                            6 - 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) as of December 31,  2000,  and the
related statements of operations,  stockholders'  deficit and cash flows for the
period from inception  (February 24, 2000) to December 31, 2000. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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 from inception (February 24, 2000) to December 31, 2000 in conformity
with accounting principles generally accepted in the United States of America.

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 a negative working capital.  These factors raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans  regarding  these  matters  are also  described  in Note 1. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/ DiRocco & Dombrow, P.A.
---------------------------
DiRocco & Dombrow, P.A.
Ft. Lauderdale, Florida
April 25, 2001

                                      -1-
<PAGE>

                         QUADRIC ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                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.

                                       -2-
<PAGE>

                         QUADRIC ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
     FOR THE PERIOD FROM 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.

                                       -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.

                                       -4-
<PAGE>

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


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                                          $  --
                                                             =======


During  2000,  the  Company  issued  4,000,000  shares  of its  common  stock in
consideration  for  organization  and  professional  costs incurred by a related
party on the Company's behalf.

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

                                       -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  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.




                                       -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 that will expire in 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.





                                       -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.




                                       -8-
<PAGE>

                         QUADRIC ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                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, 4,000,000 shares of the company's common stock were issued
to an affiliated  company in  consideration  for  organization  and professional
costs  incurred by the  affiliate  on the  Company's  behalf.  A director of the
Company owns  controlling  interest in the issued and  outstanding  stock of the
affiliated company.

A director of the Company provides legal counsel for 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.


                                       -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                                        1

 PRO FORMA FINANCIAL STATEMENTS
   FOR THE YEAR ENDED DECEMBER 31, 2000
     Consolidated Balance Sheet                                         2

     Consolidated Statement of Operations                               3

     Consolidated Statement of Cash Flows                               4


 PRO FORMA FINANCIAL STATEMENTS
   FOR THE YEAR ENDED DECEMBER 31, 1999
     Consolidated Balance Sheet                                         5

     Consolidated Statement of Operations                               6

     Consolidated Statement of Cash Flows                               7


 NOTES TO PRO FORMA CONSOLIDATED FINANCIAL
   STATEMENTS                                                         8 - 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  for the year 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.




/s/ DiRocco & Dombrow
---------------------
DiRocco & Dombrow
April 27, 2001




                                      -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
    acquired                                           --             --      $   250,000        250,000
  Software development costs                        185,531           --                         185,531
  Deposits                                            1,265           --                           1,265
                                                -----------    -----------                   -----------
          Total Other Assets                        186,796           --                         436,796
                                                -----------    -----------                   -----------

          Total Assets                          $   220,747    $        40                   $   470,787
                                                ===========    ===========                   ===========

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                              (796,777)        (9,210)                     (805,987)
                                                -----------    -----------    -----------    -----------
          Total Stockholders' Deficit              (458,057)        (3,460)          --         (211,517)
                                                -----------    -----------    -----------    -----------
          Total Liabilities and Stockholders'
           Deficit                              $   220,747    $        40    $      --      $   470,787
                                                ===========    ===========    ===========    ===========

</TABLE>




            See Notes to Pro Forma Consolidated Financial Statements
                                       -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                       366,652
  Legal and audit expense                    26,732          1,000                        27,732
  Depreciation and amortization              14,298           --      $    16,666         30,964
                                        -----------    -----------    -----------    -----------
        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)                  $    (0.029)
                                        ===========    ===========                   ===========

Weighted average number of shares
     outstanding                          3,750,284      5,000,000                    14,750,284
                                        ===========    ===========                   ===========

</TABLE>










            See Notes to Pro Forma Consolidated Financial Statements
                                       -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
                                       -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
    acquired                                             --             --      $   250,000        250,000
  Software development costs                             --             --                            --
  Deposits                                               --             --                            --
                                                  -----------    -----------                   -----------
          Total Other Assets                             --             --                         250,000
                                                  -----------    -----------                   -----------

          Total Assets                            $    38,195    $      --                     $   288,195
                                                  ===========    ===========                   ===========

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)          --                        (766,545)
                                                  -----------    -----------    -----------    -----------
          Total  Stockholders' Equity (Deficit)      (107,083)          --             --          142,917
                                                  -----------    -----------    -----------    -----------
          Total Liabilities and Stockholders'
            Equity (Deficit)                      $    38,195    $      --      $      --      $   288,195
                                                  ===========    ===========    ===========    ===========

</TABLE>




            See Notes to Pro Forma Consolidated Financial Statements
                                       -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           --                          92,433
  Depreciation and amortization               2,769           --      $    16,666         19,435
  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
                                       -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
                                       -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 recapitalization of z.Kid Network Co.
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 those
dates.  The  consolidated  statements 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 as of
January 1, 2000 and 1999.

The pro forma  consolidated  balance sheets as of December 31, 2000 and 1999 and
the related pro forma  consolidated  statements of operations and cash flows 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.


                                       -8-
<PAGE>
<TABLE>
<CAPTION>

                        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
                                                                       ========

               Amount allocated to Goodwill                            $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
                                                     -----------------    ------------------
<S>                                                  <C>                  <C>
(2)      Excess costs over fair value of net assets
           acquired ("Goodwill") to be amoritized
           over a fifteen year period

         Adjustments to general and
               Administrative expense:

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

</TABLE>





                                       -9-
<PAGE>

                             E.KIDNETWORK.COM, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                     INCLUDING INDEPENDENT AUDITORS' REPORT

               FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND

             FOR THE PERIOD FROM INCEPTION (AUGUST 25, 1999) THROUGH

                                DECEMBER 31, 2000

<PAGE>

                                TABLE OF CONTENTS


                                                                     PAGE

INDEPENDENT AUDITORS' REPORT                                          1

FINANCIAL STATEMENTS

  BALANCE SHEETS                                                      2

  STATEMENTS OF OPERATIONS                                            3

  STATEMENTS OF STOCKHOLDER'S DEFICIT                                 4

  STATEMENTS OF CASH FLOWS                                            5

NOTES TO FINANCIAL STATEMENTS                                       6 - 11


<PAGE>

                            DIROCCO AND DOMBROW, P.A.
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
                       3601 W. COMMERCIAL BLVD., SUITE #39
                          FT. LAUDERDALE, FLORIDA 33309
                            TELEPHONE (954) 731-8181
                               FAX (954) 739-1054


                          Independent Auditors' Report
                          ----------------------------

To the Board of Directors
E.Kidnetwork.com, Inc.
Northbrook, IL

We have audited the  accompanying  balance sheets of  E.Kidnetwork.com.  Inc. (a
development  stage  company) as of December  31, 2000 and 1999,  and the related
statements  of  operations,  stockholder's  deficit  and cash flows for the year
ended  December  31, 2000 and the period  from  inception  (August 25,  1999) to
December  31,  1999,  and for the period from  inception  (August  25,  1999) to
December 31, 2000.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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  E.Kidnetwork.com,  Inc. as of
December 31, 2000 and 1999, and the results of operations and its cash flows for
the  years and periods  then  ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company  has  incurred  significant  losses and has
negative net working capital from  operations.  These factors raise  substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plan in regard to these  matters  are also  described  in Note 1. The  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.



/s/ DiRocco and  Dombrow, P.A.
------------------------------
DiRocco and  Dombrow, P.A.
January 12, 2001

                                      -1-
<PAGE>
<TABLE>
<CAPTION>

                             E.KIDNETWORK.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                     ASSETS

                                                              December 31,    December 31,
                                                                   2000            1999
                                                              ------------    ------------
<S>                                                           <C>             <C>

Current Assets
  Cash                                                        $      2,348    $      9,205
                                                              ------------    ------------
          Total Current Assets                                       2,348           9,205
                                                              ------------    ------------

Furniture and Equipment                                             31,585          28,990
                                                              ------------    ------------

Other Assets
  Deposits                                                           1,265            --
                                                              ------------    ------------
          Total Other Assets                                         1,265            --
                                                              ------------    ------------
          Total Assets                                        $     31,585    $     38,195
                                                              ============    ============



                      LIABILITIES AND STOCKHOLDER'S DEFICIT

Current Liabilities
  Accounts payable and accrued expenses                       $     73,109    $     11,520
  Due to stockholder                                               605,695         115,510
                                                              ------------    ------------
          Total Current Liabilities                                678,804         127,030
                                                              ------------    ------------

Stockholder's Deficit
  Common stock, $.001 par value, 3,000
  shares authorized, issued and outstanding                              3               3
  Accumulated deficit during development stage                    (643,609)        (88,838)
                                                              ------------    ------------
          Total Stockholder's Deficit                             (643,606)        (88,835)
                                                              ------------    ------------

          Total Liabilities and Stockholder's Deficit         $     31,585    $     38,195
                                                              ============    ============

</TABLE>




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

                                       -2-
<PAGE>
<TABLE>
<CAPTION>

                             E.KIDNETWORK.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

                                                       For the period  For the period
                                                            from            from
                                                          inception       inception
                                          For the        (August 25,     (August 25,
                                         year ended       1999) to        1999) to
                                        December 31,    December 31,    December 31,
                                             2000            1999            2000
                                        ------------    ------------    ------------
<S>                                     <C>             <C>             <C>

Expenses
  Research and development                   185,531            --           185,531
  Selling, general and administrative   $    354,942    $     86,069    $    441,011
  Depreciation                                14,298           2,769          17,067
                                        ------------    ------------    ------------
          Total Expenses                     554,771          88,838         643,609
                                        ------------    ------------    ------------

          Net Loss                      $   (554,771)   $    (88,838)   $   (643,609)
                                        ============    ============    ============


   Basic loss per share                 $    (184.92)   $     (29.62)   $    (214.54)
                                        ============    ============    ============

  Weighted average common shares               3,000           3,000           3,000
                                        ============    ============    ============

</TABLE>




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

                                       -3-
<PAGE>
<TABLE>
<CAPTION>

                             E.KIDNETWORK.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDER'S DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                                   Additional
                                         Common                     Paid-in     Accumulated
                                         Stock         Amount       Capital       Deficit         Total
                                      -----------   -----------   -----------   -----------    -----------
<S>                                   <C>           <C>           <C>           <C>            <C>
Issuance of common stock
  for cash                                  3,000   $         3   $      --     $      --      $         3

      Net loss for the period from
        inception (August 25, 1999)
        to December 31, 1999                 --            --            --         (88,838)       (88,838)
                                      -----------   -----------   -----------   -----------    -----------

Balance at December 31, 1999                3,000             3          --         (88,838)       (88,835)

Net loss for the year ended
  December 31, 2000                          --            --            --        (554,771)      (554,771)
                                      -----------   -----------   -----------   -----------    -----------


 Balance at December 31, 2000               3,000   $         3   $      --     $  (643,609)   $  (643,606)
                                      ===========   ===========   ===========   ===========    ===========

</TABLE>








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

                                       -4-
<PAGE>
<TABLE>
<CAPTION>

                             E.KIDNETWORK.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

                                                             For the period  For the period
                                                                  from            from
                                                                inception       inception
                                                For the        (August 25,     (August 25,
                                               year ended       1999) to        1999) to
                                              December 31,    December 31,    December 31,
                                                   2000            1999            2000
                                              ------------    ------------    ------------
<S>                                           <C>             <C>             <C>
Cash flows from operating activities:
  Net loss                                    $   (554,771)   $    (88,838)   $   (643,609)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Depreciation expense                            14,298           2,769          17,067
    Increase in deposits                            (1,265)           --            (1,265)
    Increase (decrease) in accounts payable         61,589          11,520          73,109
                                              ------------    ------------    ------------
Net cash used in operating activities             (480,149)        (74,549)       (554,698)
                                              ------------    ------------    ------------

Cash flows from investing activities:
    Purchase of furniture and equipment            (16,893)        (31,759)        (48,652)
                                              ------------    ------------    ------------
Net cash used in investing activities              (16,893)        (31,759)        (48,652)
                                              ------------    ------------    ------------

Cash flows from financing activities:
    Proceeds from issuance of common
     stock                                            --                 3               3
   Advances from stockholder loans                 490,185         115,510         605,695
                                              ------------    ------------    ------------
Net cash provided by financing activities          490,185         115,513         605,698
                                              ------------    ------------    ------------

Net increase (decrease) in cash                     (6,857)          9,205           2,348

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

Cash at end of year                           $      2,348    $      9,205    $      2,348
                                              ============    ============    ============

</TABLE>

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

                                       -5-
<PAGE>

                             E.KIDNETWORK.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Operation
--------------------------

E.Kidnetwork.com,  Inc. (a development stage company) was incorporated on August
25,  1999 under the  General  Corporation  Law of the State of  Delaware  as the
Children's  Technology  Group,  Inc. On April 10, 2000, the Company  changed its
name to  E.Kidnetwork.com,  Inc.  E.Kidnetwork.com,  Inc.  (the  Company)  is an
innovative digital media company with the focused mission of providing education
and   entertainment   for   children   through  the  medium  of   computer   and
telecommunication technologies.  E.Kidnetwork.com, Inc. is positioned to provide
a safe, educational place that children will be drawn to for fun and excitement.

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

The Company's financial  statements are presented on a going concern basis which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal course of business.  The Company has experienced  recurring  losses since
inception and has negative net working capital.  For the year ended December 31,
2000 and for the period ended  December 31, 1999,  the Company  experienced  net
losses of $369,240 and $88,838, respectively.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to secure  additional  financing,  initiate  sales of its products,  and
attain profitable operations.

Management is pursuing various sources of equity financing. Although the Company
plans to pursue additional financing, there can be no assurance that the Company
will be able to secure  financing or obtain financing on terms beneficial to the
Company.

Failure to secure such financing may result in the Company rapidly depleting its
available  funds.  Without such funds the Company would be unable to comply with
its payment obligations with its vendors.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.



                                       -6-
<PAGE>

                             E.KIDNETWORK.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
                  (Continued)

Advertising Expense
-------------------

The costs of  advertising  are recorded as an expense when  incurred or upon the
first  showing  of the  advertisement.  Advertising  costs  for the  year  ended
December 31, 2000 and period ended December 31, 1999 were approximately  $85,581
and $0,  respectively.  There were no amounts capitalized for future advertising
at December 31, 2000 and 1999.

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.

Furniture and Equipment
-----------------------

Furniture  and  equipment  are stated as cost.  Expenditures  for  renewals  and
betterment are capitalized and maintenance and repairs are expensed as incurred.
Depreciation is computed using the double  declining method over their estimated
useful lines ranging from three to seven years.






                                       -7-
<PAGE>

                             E.KIDNETWORK.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
         (Continued)

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

The Company accounts for income taxes under Financial Accounting Standards Board
of Financial  Accounting Standards No. 109, "Accounting for Income Taxes". Under
Statement 109, deferred tax assets and liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
basis.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences  are expected to be recovered or settled.  Under  Statement 109, the
effect on deferred  tax assets and  liabilities  due to a change in tax rates is
recognized in income in the period that includes the enactment  date. No current
or deferred income tax expense or benefit were recognized due to the Company not
having any material  operations  for the year ended December 31, 2000 and period
ended December 31, 1999.

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.  Due to the
Company's net loss for the fiscal year ended  December 31, 2000 and period ended
December 31, 1999,  potentially  dilutive securities have been excluded from the
computation as their effect is antidulutive.

Fair Value of Financial Instruments
-----------------------------------

The  carrying  amounts  reported  in  the  balance  sheets  for  cash  and  cash
equivalents and accounts payable approximate fair value because of the immediate
or short-term  maturity of these  financial  instruments.  The carrying  amounts
reported for notes payable and long-term debt approximates  fair value,  because
the interest on the underlying instruments approximates market rates.






                                       -8-
<PAGE>

                             E.KIDNETWORK.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
         (Continued)

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

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

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.

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.

Reclassifications
-----------------

Certain prior year balances have been  reclassified  to conform with the current
year's presentation.


                                       -9-
<PAGE>

                             E.KIDNETWORK.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)


NOTE 2 - FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:
                                                           December 31,
                                                     -----------------------

                                                       2000          1999
                                                     ---------     ---------

         Office furniture and equipment              $  48,652     $  31,759
         Less accumulated depreciation                 (17,067)       (2,769)
                                                     ---------     ---------

                                                     $  31,585     $  28,990
                                                     =========     =========

Depreciation expense for 2000 and 1999 was $74,298 and $2,769, respectively.

NOTE 3 - INCOME TAXES

The reasons for the differences between income taxes at the statutory income tax
rates and the provision (benefit) for income taxes are summarized, as follows:

                                                           December 31,
                                                     -----------------------

                                                       2000          1999
                                                     ---------     ---------

Income tax benefits at statutory rate:
Change in valuation allowance related                $ 124,896     $  30,205
    to deferred tax benefit carryforwards             (124,896)      (30,205)
                                                     ---------     ---------
Income tax benefit                                   $       -     $       -
                                                     ==========    =========


Due to net operating  losses and the uncertainty of realization,  no tax benefit
has been  recognized for operating  losses.  At December 31, 2000, net operating
losses of $456,179 are available for  carryforward  against future years taxable
income and begin to expire in year 2014.  The  Company's  ability to utilize its
net operating loss  carryforwards is uncertain and thus a valuation  reserve has
been provided against the Company's net deferred tax assets.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company is obligated to its shareholder for capital  advances.  The advances
are non-interest  bearing and are due on demand. On January 1, 2001, the Company
converted  the advances to a one year note and agreed to accrue  interest at 10%
per annum on the outstanding balance. The note is renewable annually.



                                      -10-
<PAGE>

                             E.KIDNETWORK.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)


NOTE 5 - CASH FLOW INFORMATION

Interest and taxes paid during the year ended December 31, 2000 and period ended
December 31, 1999 were as follows:
                                                  2000             1999
                                                  ----             ----

                  Interest                     $       -        $       -


                  Taxes                        $       -        $       -



NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of the Company's financial instruments are as follows:

                                   December 31, 2000     December 31, 1999
                                  -------------------   -------------------

                                  Carrying      Fair    Carrying      Fair
                                   Amount      Value     Amount      Value
                                  --------   --------   --------   --------
         Assets:
            Cash                  $  2,348   $  2,348   $  9,205   $  9,205

         Liabilities:
            Notes payable         $605,695   $605,695   $115,510   $115,510
            Accrued liabilities   $ 73,109   $ 73,109   $ 11,520   $ 11,520

NOTE 7 - COMMITMENT

The Company  entered into a lease  agreement for its office facility on April 1,
2000 expiring on June 30, 2003, with an option to renew for an additional  three
years.  Rent  expense  for the year ended  December  31,  2000 and period  ended
December 31, 1999, was $48,554 and $2,609, respectively.

The following is a schedule of future  minimum lease payments under the lease as
of December 31, 2000:

                2001     $ 37,138
                2002       38,931
                2003       19,978
                         --------
                         $ 96,047
                         ========


                                      -11-