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

                                  FORM 10-KSB/A
                                 Amendment No. 3
(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.......................................................................

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

PART II......................................................................

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

PART III.....................................................................

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

PART IV......................................................................

ITEM 13.  Exhibits and Reports on Form 8-K...................................
SIGNATURES...................................................................
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."

     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.

<PAGE>

     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.

     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:

<PAGE>

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

     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.

<PAGE>

Item 3.  Legal Proceedings.

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

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

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

                                     PART II

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

(a)  Market Information.

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

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

Table 1.

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


Fiscal Quarter Ended                        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.

     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.

<PAGE>

     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
trial  period for  potential  subscribers.  We will  obtain  subscribers  by co-

<PAGE>

marketing our Zkid network  software  product with consumer brand products.  The
consumer brand product will offer our network  software product as a value added
item with the purpose of increasing  sales of the branded  product at the retail
level.  We believe that  co-marketing  our product with  branded  products  will
deliver us users/subscribers.  The potential  users/subscribers will be directed
to our website for registration. We will send the registered users 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-trial 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 our 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.


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

<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        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.

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.

<PAGE>

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.

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

<PAGE>

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.


(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%

<PAGE>

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

(a)  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.

<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.

(a)  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.

(b)  Indebtedness of Management.

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

(c)  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

        99.1               Transaction Summary

        99.2               Zkid Network Company Pro Forma Consolidated Financial
                           Statements for
                           period ending December 31, 2000
                           Review Report Independent Auditor
                           Pro Forma Consolidated Balance Sheet
                           Pro Forma Consolidated Statement of Operations
                           Notes to Pro Forma Consolidated Financial Statements

        99.3               E.Kid  Network.com,  Inc.  Financial  Statements  For
                           Years Ending
                           December  31,  1999 and 2000  and  Inception  through
                           December 31, 2000
                           Independent Auditor's Report
                           Balance Sheet
                           Statement of Operations
                           Statement of Stockholder's Deficit
                           Statement of Cash Flows
                           Notes to Financial Statements

        99.4               Financial  Statement  of East  Coeur  d'Alene  Silver
                           Mines, Inc. for the
                           period December 31, 1999 and 2000
                           Independent Auditor's Report
                           Balance Sheet
                           Statement of Operations
                           Statement of Stockholder's Deficit
                           Statement of Cash Flows
                           Notes to Financial Statements

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

(c)  Reports on Form 8-K.

<PAGE>

     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: February 13, 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                                            February 13, 2002
--------------------------
By: Donald Weisberg
Title: President, Director


/s/ Paul Gulli                                                 February 13, 2002
--------------------------
By: Paul Gulli
Title: Secretary




<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.


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


<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 intergral 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                                           $     (0.00)
                                                                    ===========

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

  The accompanying notes are an intergral 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 intergral 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 intergral 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  Company.   Z.Kid  Network  Company  will  be  the  surviving
corporation and the Company will be the disappearing corporation.


                                       -9-