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

                                   FORM 10-KSB

(Mark One)

[ ]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934
                                    For the fiscal year ended December 31, 2004.


[ ]  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.)



  666 Dundee Road   Northbrook, Il.                           60062
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)



Issuer's telephone number, (   847   )      509     -        4200
                           -----------  -----------   ------------------

        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, 2004.

This report contains a total of 41 pages. The Exhibit Index appears on page 40.


As of December 31, 2004,  there were  177,299,709  shares of the issuer's common
stock outstanding.  On May 12, 2004, the aggregate market value of the shares of
the  issuer's  voting  stock  held by  non-affiliates  was  $3,003,729.  The sum
excludes  the  shares  held  by  officers,  directors,  and  stockholders  whose
ownership  exceeded 10% of the outstanding  shares at December 31, 2004, 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>

* Without asserting that any of the issuer's  directors or executive officers or
entities that own 38,264,959  shares of common stock are affiliates,  the shares
of which they are  beneficial  owners have been deemed to be owned by affiliates
solely for this calculation.


                              ZKID NETWORK COMPANY
                                   FORM 10-KSB
                                December 31, 2004

                                                                            Page
                                                                            ----

PART I....................................................................    3

ITEM 1.  Business.........................................................    3
ITEM 2.  Properties.......................................................    5
ITEM 3.  Legal Proceedings................................................    5
ITEM 4.  Submission of Matters to vote of Security Holders................    6

PART II...................................................................    6

ITEM 5.  Market for Common Equity, Related Stockholder Matters and
          Small Business Issuer Purchases of Equity Securities............    6
ITEM 6. Management's Discussion and Analysis of Financial
        Condition and Results of Operations...............................    8
ITEM 7. Financial Statements..............................................   11
ITEM 8. Changes In and Disagreements With Accounting and
             Financial Disclosure.........................................   34
ITEM 8A. Controls and Procedures..........................................   34
ITEM 8B. Other Information................................................   35

PART III..................................................................   35

ITEM 9.  Directors, Executive Officers, Promoters, and Control
           Persons: Compliance With Section 16(a) of the Exchange Act.....   35
ITEM 10.  Executive Compensation..........................................   38
ITEM 11.  Security Ownership of Certain Beneficial Owners and Management..   38
ITEM 12.  Certain Relationships and Related Transactions..................   39
ITEM 13.  Exhibits and Reports on Form 8-K................................   40
ITEM 14.  Principal Accounting Fees and Services..........................   41
SIGNATURES................................................................   41
EXHIBIT INDEX.............................................................   40


                                       2
<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)  Our  Corporate   History.   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.  On April 25, 2001,  Zkid  Network  Company  acquired  Quadric
Acquisition Corporation.

       (c)  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 4-10. This
software  program  is  called  KidsKeep,  "The  Home of the  Safe  Internet  for
Children."

       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 them.

       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.

       We intend to generate  business  revenues by charging  the user a monthly
subscription fee for the use of the Zkid network. The monthly fee will be $9.95.

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

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

       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

                                       3
<PAGE>

       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      KOL...Kids OnLine

       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. We believe we hold an extreme technological  advantage on the
side of providing the greatest measure of safety available in the marketplace.

       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.

       Zkid Network will continue to develop  additional and ongoing content for
its Internet based media content site. Zkid will continue to develop and license
cutting  edge  technology  as a  clear  way to  differentiate  itself  from  any
competitor. We believe this will ultimately create inherent value which will not
be   compromised.   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 library and video  streaming  children's
activities  by  children.  Zkid will also  continue  to out  source  and  create
strategic alliance which will enhance and strengthen our content offerings.

       We believe that our Zkid Network product can be rapidly introduced to the
public.  We will seek out corporate sellers of child oriented products and offer
to  co-bundle or  co-package  our Zkid  product  with their  product  packaging.
Presently we have not entered into any co-marketing or co-packaging agreements.

       We have signed a licensing and product development  agreement with Usurf-
America which will enhance the security of our KidsKeep  Safe Internet  Program.
It will also provide both hardware and customer support. All other bandwidth and
network  capacity will be  outsourced,  as we believe this is the most efficient
use of resources.  Our initial marketing campaign will offer a free 14 day trial
period for potential  subscribers.  We will obtain subscribers by using a myriad
of marketing opportunities.  Co-marketing our product with branded products will
deliver us subscribers.  Potential  subscribers  will be directed to our website
for registration.  As 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. We are unable to estimate what
number of free trial  subscribers  may become paying  subscribers.  We currently
have a  limited  number of paying  customers.  Our  ability  to out  source  and
identify  additional  capacity would enable us to service an unlimited number of
subscribers.

                                       4
<PAGE>

       We have  instituted an advertising  campaign which has featured full page
ads in the following magazines:  Family Fun, Parents, Parenting, Child and Major
League  Baseball  2004;  The Official  Guide.  We have  aggressively  sought out
strategic partners and below please find a list of our partners:

NET OPTION INC. Of Milford, Illinois is the first ISP distributor of Zkid's Safe
Internet Software Program.  The signing of Net Option Inc. Is the beginning of a
major distribution program for the KidsKeep Product. The ISP's will serve as the
fastest penetration to reaching core customer.

UTE  CORPORATION  (Amex:UTK),  an  innovative  technology  transfer has signed a
Strategic  Alliance Agreement with Zkid. The purpose fo the agreement is to have
UTE identify technology acquisition opportunities.

NATIONAL SCIENTIFIC  CORPORATION (OTC BB; NSCT.OB. Zkid has entered into a joint
marketing program with the maker of the Gotcha(tm) wireless child monitor. Under
the program,  NSC intends to include valuable  services to Zkid Network with its
Gotcha(tm) child safety products.

HUMWARE INC.  Has assigned the distribution of its KidsKeep Safe Internet
Software Version 1.0 to Humare for resale to all fund-raising organizations.

       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 one full-time employee.  We are
using  independent  contractors  for all other  necessary  work. 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.

       The  2004  annual   rent  for  the   Northbrook,   Illinois   office  was
approximately  $17400. In November 2003 we entered into a new office space lease
in  Northbrook,  Illinois.  The lease expires  November  2006. Our monthly lease
payment is $1,439.


Item 3.       Legal Proceedings.

       On,  or  about  June 7,  2004,  Plaintiff,  Integritas,  Inc.,  a  Nevada
corporation,  filed a lawsuit  against our  company,  Signature  Stock  Transfer
Company and Jon Darmstadter,  Defendants,  in the District Court,  Clark County,
Nevada.  Integritas  alleges  that  the  Defendants  have  breached  a  business
consulting  agreement,  violated  the Nevada  Stock  Transfer Act and the Nevada
Securities  Act.  The alleged  facts are as follows:  Zkid entered into oral and
written business consulting agreements with Integritas. In exchange for services
Zkid agreed to issue  16,000,000  common  shares.  The shares were not issued by
Zkid but transferred to Integritas and its nominees from the shares owned by Jon
Darmstadter.  After the passage of time, Integritas and its nominees,  sought to
publicly  sell a  portion  of the  Zkid  shares,  but  were  prevented  by Zkid,
Signature Stock Transfer Company and, or Darmstadter.  Zkid and Darmstadter have
denied the plaintiff's  allegations and have alleged that the purported business
consulting agreement is a forgery.  Zkid and Darmstadter are defending the legal
action and have filed  counterclaims  against the plaintiff and related  parties
for  broker  violations,  fraud,  negligent  misrepresentation,  breach  of oral
contract,  breach of covenant of good faith and fair  dealing,  deceptive  trade
practices,  unjust enrichment,  conversion,  injunctive relief and replevin. The
litigation is in early stages of discovery.

                                       5
<PAGE>

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

       No matters were submitted to a vote of our shareholders during 2004.

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters and Small
              Business Issuer Purchases of Equity Securities

(a)    Market Information.

       ZKid's  common  stock  trades   Over-the-Counter  (OTC)  NASD  Electronic
Bulletin  Board under the symbol  ZKID.  Table 1 sets forth the high and low bid
information  for each  fiscal  quarter  beginning  with  March 31,  2004.  These
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission and may not represent actual transactions.

Table 1.

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

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


December 31, 2004                 .02              .13
September 30, 2004                .03              .09
June 30, 2004                     .07              .17
March 31, 2004                    .115             .285

December 31, 2003                0.115            0.30
September 30, 2003               0.016            0.39
June 30, 2003                    0.017            0.041
March 31, 2003                   0.017            0.067

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

(b)    Holders.

       Zkid Network has approximately  2,500 shareholders of its common stock as
of December 31, 2004 holding  177,299,709  common  shares.  This  information is
based on a review of our shareholder  registry and the ADP beneficial  ownership
list  disclosing  shareholders  who own our  stock in  brokerage  "street  name"
accounts.

(c)    Dividends.

       There are no restrictions  imposed on the Company which limit its ability
to declare or pay  dividends  on its  common  stock,  except as limited by state
corporation  laws. No cash dividends have been declared or paid to date and none
are expected to be paid in the foreseeable future.

       In June 2004, we declared and paid a Ten Percent common stock dividend to
our shareholders issuing 16,102,500 common shares.

(d)    Recent Sales of Unregistered Securities.

       In November 2004, we issued 9,750,000 common shares to Jon A. Darmstadter
as payment in full to retire  outstanding  notes  payable in the total amount of
$487,500.

                                       6
<PAGE>
<TABLE>
<CAPTION>

       We  believe  these  shares  have  been  issued  in   non-public   private
transactions  under Section 4(2) of the  Securities Act of 1933, as amended (the
"Act").  These shares will be deemed restricted  securities and not be available
for  public  resale  absent  registration  or  exemption  from the  registration
requirements of the Act.

(e)    Securities Authorized for issuance under equity compensation plans.

The following table  summarizes our equity  compensation  plan information as of
December 31, 2004.  Information  is included for equity  compensation  plans not
approved by our security holders.

Table 1.

Equity Compensation Plan Information


Plan Category                  Number of Securities to   Weighted-average       Number of Securities
                               be issued upon exercise   Exercise price of      remaining available for
                               of outstanding options,   outstanding options,   future issuance under
                               warrants and rights       warrants, and rights   equity compensation
                                                                                plans (excluding
                                                                                securities reflected in
                                                                                column (a)


                                        (a)                      (b)                      (c)
----------------------------- ------------------------- ---------------------- -------------------------
<S>                           <C>                       <C>                    <C>
Equity Compensation
Plans approved by security             None                       None                   None
holders
----------------------------- ------------------------- ---------------------- -------------------------
Equity Compensation
Plans not approved by              27,700,000                     $0.09                  None
security holders (1-9)
----------------------------- ------------------------- ---------------------- -------------------------
Total                              27,700,000                     $0.09                  None
----------------------------- ------------------------- ---------------------- -------------------------

</TABLE>

(1) On  January  15,  2004,  we  filed a  registration  statement  on  Form  S-8
registering  3,900,000 shares at a proposed offering price of $0.11 per share or
$429,000.  Under this plan we issued  1,100,000  shares to Chad  Cohen,1,000,000
shares to Robert  Mann,  600,000  shares  to John Neff and  1,200,000  shares to
Michael Corrigan for consulting services.

(2) On  February  18,  2004,  we  filed a  registration  statement  on Form  S-8
registering a total of 7,000,000 shares, 3,000,000 at an offering price of $0.11
per share or $333,000, 2,000,000 shares at an offering price of $0.001 per share
or $200 and  2,000,000  shares at an offering  price of $0.0825 or $165,000.  We
issued  5,000,000  shares  to  Destin  Sands  International  (Paola  Barba)  and
2,000,000 shares Ron McIntyre for consulting services.

(3) On March 15, 2004, we filed a registration statement on Form S-8 registering
3,000,000 shares at a proposed offering price of $0.23 per share or $690,000. We
authorized  the  issuance  of  3,000,000  common  shares to Brian  Urlacher  for
services.

(4) On May 10, 2004, we filed a registration  statement on Form S-8  registering
500,000  common  shares  at a  proposed  offering  price of $0.15  per  share or
$75,000. The shares were issued to Gregory M. Wilson for legal services.

(5) On June 16, 2004, we filed a registration  statement on Form S-8 registering
3,000,000 shares at a proposed offering price of $0.12 per share or $360,000. We
issued 3,000,000 shares to Chris Wolstad for consulting services.

                                       7
<PAGE>

(6) On June 17, 2004, we filed a registration  statement on Form S-8 registering
3,000,000 shares at a proposed  offering price of $0.001 per share or $3,000. We
issued 3,000,000 shares to Lawrence S. Hartman for legal services.

(7) On June 23, 2004, we filed an amended registration statement on Form S-8 POS
registering  3,000,000 shares at a proposed offering price of $0.10 per share or
$300,000. We issued the shares to Chris Wolstad for consulting services.

(8) On  October  12,  2004,  we  filed a  registration  statement  on  Form  S-8
registering 2,300,000 shares at the proposed offering price of $0.0355 per share
or $81,650.  We authorized the issuance of 2,300,000 shares for W&O Enterprises,
LLC consulting services and issued 2,000,000 shares to Chris Wolstad and 300,000
shares to John Neff.

(9) On  December  31,  2004,  we  filed a  registration  statement  on Form  S-8
registering 2,000,000 shares at the proposed offering price of $0.0285 per share
or  $57,000.  We issued  Markus C.  Limberger  2,000,000  shares for  consulting
services.

(f)    Small Business Issuer Purchases of Securities. None.


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

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

Zkid  Network  is a  progressive  family-oriented  corporation  with  offices in
Northbrook,  IL and Denver, CO. Founded in 2002, Zkid Network set out to provide
families with an Internet environment that is safe, fun, and educational. To get
a jump-start on this mission,  Zkid Network purchased  technologies for Internet
security from companies such as Children's  Technology  Group/USURF  America and
Mozart from Web Safe  Technologies,  Inc.,  and then  quickly  deployed the Zkid
Browser.

Zkid  Network  launched  the Zkid  Kid-safe  browser and is  pursuing  marketing
campaigns to target families directly and also wholesale  relationships with B2B
partners to get the Zkid Browser in front of millions of potential  subscribers.
ZKid  Network  will  continue  to  develop  additional  content  and  technology
offerings for its  internet-based  media content site with a focus on increasing
the educational and entertainment value to children.  This includes,  but is not
limited to, additional games, cartoons, books in the library and video streaming
children's  activities  for  children.  In  addition,  the company  will develop
additional browsers and themes to accommodate  teenagers as well as parents, and
provide additional tools to ensure child safety on the internet.

We believe that the Zkid  products can be  introduced to the public by utilizing
co-packaging  or  co-bundling  with  other  child-oriented  products  as well as
marketing and  distribution  arrangements  through  Internet  Service  Providers
(ISPs). The ISP channel provides an internet-enabled  audience to distribute our
offering.  To date,  we have signed an agreement  with Net Option Inc,  based in
Milford,  IL to provide  user  support as well as a  non-exclusive  channel  for
marketing  to  additional  ISPs,  as  well  as  a  letter  of  intent  with  IVI
Communications,  Inc  of Los  Angeles,  California.  These  agreements  have  an
incentive  component  that shares  subscriber  revenue.  Presently,  we have not
entered into any other co-marketing or co-packaging agreements. We are currently
marketing our KidsKeep product. We believe that our subscriber base will grow in
direct  proportion  to our  co-marketing  and ISP  channel  programs.  Potential
users/subscribers   will  be  directed  to  the   zkidnetwork.com   website  for
registration.

                                       8
<PAGE>

Currently,  all technology,  bandwidth and network capacity is located at secure
facilities   near  Denver,   Colorado,   with   capability  to  handle   100,000
users/subscribers.  If rapid  growth  were to occur,  we would need to  purchase
additional hardware and hire customer support personnel.  We anticipate charging
a maximum monthly fee of $9.95 per subscriber.  We expect that initial marketing
campaigns  will offer a free  30-day  trial  period for  potential  subscribers.
Currently, all technology is designed,  tested and deployed by three individuals
from the Children's Technology Group/USURF America acquisition who are not under
a  long  term   employment   agreement   with  the  company.   All  have  signed
confidentiality and non-compete agreements.

In the second quarter,  we purchased the software rights to the  MomsandDads.com
software from USurf America,  which served as the underlying  technology for the
Zkid  browser  software  suite and will  continue to serve as the  platform  for
future  development.  The exception to this  exclusivity is that one other party
has the  rights  to the  source  code and may in the  future  create  a  similar
offering.  Although this is a risk, the market is already highly competitive and
will require a high degree of funding and execution.

There were  additional  marketing  opportunities  created to increase  corporate
visibility, as well as efforts to raise our subscriber base during this quarter.
We entered into  marketing and sales  agreements  with IVI  Communications,  Air
Rover Wi-Fi and Deca.  We also  offered a free trial of our  products to Google,
Yahoo and Earthlink.

After the resignation of Mitchell  Lederer on October 31,  2004,Donald  Weisberg
was named CEO of ZKid  Network.Co.  Mr.  Weisberg,  changed the direction of the
company and started marketing ZKid Network Co. to charities, churches, and other
faith based groups. ZKid Network is now marketed as a premium benefit to be used
by charities churches and faith based groups with portions of monthly subscriber
fees to be paid  directly  back to these  charities  and  churches  from monthly
subscribers  derived from it's marketing.  It allows for a win-win situation for
the charities,  churches,  their members and parishoners  and ZKid Network.  Our
first major contract to be signed in this  marketing  arena was with Sharing Way
LLC. as a premium benefit to it's Pre-Paid Master-Card.  ZKid Network Co. offers
6 free months with every Sharing Way Pre-Paid  Master-Card.  Automatically every
Sharing Way Pre-Paid  Master-Card member becomes a ZKid-Network Co. member. ZKid
network Co. than can bill every Sharing Way Pre-Paid Master Card member $ 4.95 a
month after their free 6 months is over.  It becomes  the  responsibility  of al
members to opt-out of their  billing.  We expect  revenue to be produced by this
agreement  commensurate  to the growth of the Sharing Way  Pre-Paid  Master-Card
base. Sharing expects growth to be about 500,000 members by the end of 2005.

In December of 2004, ZKid Network Co. announced the authorization to buy back up
to  $1,000,000  Dollars  of the  company's  stock  as it sees fit  under  market
conditions.  Revenue  for this buy back  will  come  from the  expected  revenue
increase  generated  through  our  Sharing  Way LLC,  agreement.  Without  these
revenues we will be unable to repurchase any shares.


                                       9
<PAGE>

In November of 2004,  the board of  directors  authorized  a reduction of common
stock  capital  from  500,000,000  shares to  200,000,000  shares.  We intend to
implement this change in capital in the near future. We believe this action will
help limit future  dilution of the company's stock and  shareholder  value.  Our
short-term cash requirements are approximately $12,000 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 new investors.  We may offer common stock on a
private stock offering basis.

We are in need of additional cash. In December of 2004,ZKid Network Co. received
a commitment  for a $250,000 Line Of Credit from  Community Bank of Oak Park and
that loan was completed and funded at the end of January of 2005.  The funds are
earmarked  to be used for the day to day  operating  expenses  and to repay back
Donald Weisberg and Jon Darmstadter monies which were loaned to the company from
June  2004-January  2005.  These  loans were used by the  company to pay officer
salary to Mr. Mitchell  Lederer in the amount of $54,000 and to Sheetal Maharjan
as an independent  contractor who specializes in our internal  internet systems.
Money was also loaned for rent,  accounting  fees , fees for news wire for press
releases,  internet  housing and phone  service  and other day to day  operating
expenses.

We may seek additional capital in order finance our proposed operations. 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.  We expect to incur financial losses for the foreseeable
future.

FORWARD-LOOKING STATEMENTS:

We have included  forward-looking  statements in this report.  For this purpose,
any  statements  contained in this report that are not  statements of historical
fact may be  deemed to be  forward  looking  statements.  Without  limiting  the
foregoing,  words  such as "may",  "will",  "expect",  "believe",  "anticipate",
"estimate",  "plan" or "continue" or the negative or other variations thereof or
comparable  terminology  are  intended to identify  forward-looking  statements.
These statements by their nature involve  substantial  risks and  uncertainties,
and actual  results  may differ  materially  depending  on a variety of factors.
Factors that might cause forward- looking  statements to differ  materially from
actual  results  include,  among other  things,  overall  economic  and business
conditions,  demand  for the  Company's  products,  competitive  factors  in the
industries in which we compete or intend to compete and other  uncertainties  of
plan of business operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

The  Company  does  not  issue  or  invest  in  financial  instruments  or their
derivatives for trading or speculative  purposes.  The operations of the Company
are conducted  primarily in the United States,  and, are not subject to material
foreign  currency  exchange risk.  Although the Company has outstanding debt and
related  interest  expense,  market risk of interest rate exposure in the United
States is currently not material.


                                       10
<PAGE>

Item 7.       Financial Statements.


                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2004 and 2003

          AND FROM INCEPTION (AUGUST 25,1999) THROUGH DECEMBER 31, 2004






                                       11
<PAGE>

                                TABLE OF CONTENTS
                                -----------------



Independent Auditors' Report                                             13

Consolidated Financial Statements

Consolidated Balance Sheets                                              14

Consolidated Statements of Operations                                    15

Consolidated Statements of Stockholders' Equity (Deficiency)          16 - 17

Consolidated Statements of Cash Flows                                 18 - 21

Notes to Consolidated Financial Statements                            22 - 30






                                       12
<PAGE>

                          DIROCCO & COMPANY, CPA, P.A.
                          6601 NW 14th STREET, SUITE #3
                              PLANTATION, FL 33313
                                 (954) 358-4272

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

To the Board of Directors
ZKid Network Company

We have audited the  accompanying  consolidated  balance  sheets of ZKid Network
Company and Subsidiary,  formerly  E.Kidnetwork.com,  Inc. (a development  stage
company)  (the  "Company")  as of December  31,  2004 and 2003,  and the related
consolidated  statements of operations,  stockholders'  equity  (deficiency) and
cash flows for each of the years then  ended and for the period  from  inception
(August 25, 1999) to December  31,  2004.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of ZKid Network Company
and Subsidiary as of December 31, 2004 and 2003, and the consolidated results of
its operations,  stockholders'  equity (deficiency) and cash flows for the years
then ended and for the period from  inception  (August 25, 1999) to December 31,
2004, in conformity with accounting  principles generally accepted in the United
States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial statements,  the Company is in the development stage and
has incurred  losses since  inception and has negative  working capital and cash
flows from operations. 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 consolidated  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

/s/ DiRocco & Company, CPA, P.A.
March 29, 2005



                                       13
<PAGE>
<TABLE>
<CAPTION>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                                           December 31,
                                                                    --------------------------
                                                                        2004           2003
                                                                    -----------    -----------
<S>                                                                 <C>            <C>
Current Assets
  Cash                                                              $      --      $     3,305
  Prepaid expenses                                                         --           69,333
                                                                    -----------    -----------
      Total Current Assets                                                 --           72,638
                                                                    -----------    -----------

Furniture and Equipment (net)                                            53,404          6,204
                                                                    -----------    -----------

Other Assets
  License (net)                                                       1,073,000           --
  Customer list (net)                                                   340,084           --
  Deposits                                                                4,317          4,317
                                                                    -----------    -----------
     Total Other Assets                                               1,417,401          4,317
                                                                    -----------    -----------
     Total Assets                                                   $ 1,470,805    $    83,159
                                                                    ===========    ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities
  Notes payable - stockholders                                      $    65,560    $   524,250
  Accounts payable and accrued expenses                                 565,190      1,643,417
                                                                    -----------    -----------
      Total Current Liabilities                                         630,750      2,167,667
                                                                    -----------    -----------

Stockholders' Deficit
  Preferred stock, $.001 par value, 10,000,000
   shares authorized, 1,000,000 issued and
   outstanding, respectively                                              1,000          1,000
  Common stock, $.0001 par value, 500,000,000 shares
   authorized, 177,299,709 and 99,967,209 issued and
   outstanding, respectively                                             17,731          9,997
  Additional paid in capital                                          8,748,246      1,752,064
  Stock issued at less than par value                                    (2,683)        (2,683)
  Accumulated deficit during development stage                       (7,924,239)    (3,844,886)
                                                                    -----------    -----------
     Total Stockholders' Equity (Deficiency)                            840,055     (2,084,508)
                                                                    -----------    -----------

     Total Liabilities and Stockholders' Equity (Deficiency)        $ 1,470,805    $    83,159
                                                                    ===========    ===========

</TABLE>

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

                                       14
<PAGE>
<TABLE>
<CAPTION>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                         For the Period
                                         from August 25,
                                         1999 (Inception)     For the Year Ended December 31,
                                         to December 31,    ----------------------------------
                                               2004               2004               2003
                                         ---------------    ---------------    ---------------
<S>                                      <C>                <C>                <C>
Revenue                                  $         5,237    $         5,237    $          --
                                         ---------------    ---------------    ---------------

Expenses

  Research and development                       241,031               --               55,500
  Consulting                                   4,979,232          3,289,565          1,689,667
  Selling, general and administrative          1,868,165            537,058            122,631
  Officer's compensation                         482,000            167,000            315,000
  Financing costs                                250,000               --                 --
  Depreciation and amortization                  151,548             90,967             14,751
                                         ---------------    ---------------    ---------------
      Total Expenses                           7,971,976          4,084,590          2,197,549
                                         ---------------    ---------------    ---------------

  Net Loss From Operations Before
    Other Income                              (7,966,739)        (4,079,353)        (2,197,549)

Other income - Gain on settlement                 42,500               --               42,500
                                         ---------------    ---------------    ---------------

      Net Loss                           $    (7,924,239)   $    (4,079,353)   $    (2,155,049)
                                         ===============    ===============    ===============


Basic and fully diluted loss per share   $         (0.13)   $         (0.03)   $         (0.02)
                                         ===============    ===============    ===============

Weighted average common shares - basic
 and fully diluted                            60,279,320        142,070,580         97,208,992
                                         ===============    ===============    ===============

</TABLE>

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

                                       15
<PAGE>
<TABLE>
<CAPTION>


                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT


                                                       Preferred Stock               Common Stock          Additional
                                                  -------------------------   -------------------------     Paid-in
                                                     Shares        Amount        Shares        Amount       Capital
                                                  -----------   -----------   -----------   -----------   -----------
<S>                                               <C>           <C>           <C>           <C>           <C>

August 25, 1999 - Issuance of common stock for
 cash (restated from subsequent reorganization)     1,000,000   $     1,000    15,000,000   $     1,500   $      --
Net loss for the period from inception
 (August 25, 1999) to December 31, 1999                  --            --            --            --            --
                                                  -----------   -----------   -----------   -----------   -----------
Balance at December 31, 1999                        1,000,000         1,000    15,000,000         1,500          --
Net loss - December 31, 2000                             --            --            --            --            --
                                                  -----------   -----------   -----------   -----------   -----------
Balance at December 31, 2000                        1,000,000         1,000    15,000,000         1,500          --
January 23, 2001 - Reverse merger and
 reorganization with East Coeur d'Alene Silver
 Mines, Inc.                                             --            --       1,858,875           186          --
April 25, 2001 - Stock issued to acquire Quadric
 Acquisition Corp. at $0.05 per share                    --            --       5,000,000           500       249,500
July 25, 2001 - Conversion of convertible debt
 at $0.01per share                                       --            --      10,000,000         1,000        99,000
July 25, 2001 - Conversion of stockholder's loan
 at $0.08 per share                                      --            --       5,000,000           500       399,500
Net loss - December 31, 2001                             --            --            --            --            --
                                                  -----------   -----------   -----------   -----------   -----------
Balance at December 31, 2001                        1,000,000         1,000    36,858,875         3,686       748,000
December 5, 2002 - Issuance of common stock
 for services at $0.015 per share                        --            --         825,000            83        12,292
December 5, 2002 - Issuance of common stock
 for services at $0.015 per share                        --            --         300,000            30         4,470
December 5, 2002 - Conversion of stockholders'
 loans at $0.015 per share                               --            --      43,252,934         4,325       644,469
December 5, 2002 - Issuance of common stock
 for compensation to majority stockholder at
 $0.015 per share                                        --            --      10,080,400         1,008       150,198
Net loss - December 31, 2002                             --            --            --            --            --
                                                  -----------   -----------   -----------   -----------   -----------
Balance at December 31, 2002                        1,000,000   $     1,000    91,317,209   $     9,132   $ 1,559,429
                                                  -----------   -----------   -----------   -----------   -----------

                                                                                                          Accumulated
                                                     Stock                                                  Deficit
                                                   Issued at           Treasury Stock                       During
                                                   Less Than    -------------------------  Subscriptions  Development
                                                   Par Value       Shares        Amount      Receivable      Stage         Total
                                                  -----------   -----------   -----------   -----------   -----------   -----------


August 25, 1999 - Issuance of common stock for
 cash (restated from subsequent reorganization)   $    (2,497)         --     $      --     $      --     $      --     $         3
Net loss for the period from inception
 (August 25, 1999) to December 31, 1999                  --            --            --            --         (88,838)      (88,838)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Balance at December 31, 1999                           (2,497)         --            --            --         (88,838)      (88,835)
Net loss - December 31, 2000                             --            --            --            --        (554,771)     (554,771)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Balance at December 31, 2000                           (2,497)         --            --            --        (643,609)     (643,606)
January 23, 2001 - Reverse merger and
 reorganization with East Coeur d'Alene Silver
 Mines, Inc.                                             (186)         --            --            --            --            --
April 25, 2001 - Stock issued to acquire Quadric
 Acquisition Corp. at $0.05 per share                    --            --            --            --            --         250,000
July 25, 2001 - Conversion of convertible debt
 at $0.01per share                                       --            --            --            --            --         100,000
July 25, 2001 - Conversion of stockholder's loan
 at $0.08 per share                                      --            --            --            --            --         400,000
Net loss - December 31, 2001                             --            --            --            --        (695,236)     (695,236)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Balance at December 31, 2001                           (2,683)         --            --            --      (1,338,845)     (588,842)
December 5, 2002 - Issuance of common stock
 for services at $0.015 per share                        --            --            --            --            --          12,375
December 5, 2002 - Issuance of common stock
 for services at $0.015 per share                        --            --            --            --            --           4,500
December 5, 2002 - Conversion of stockholders'
 loans at $0.015 per share                               --            --            --            --            --         648,794
December 5, 2002 - Issuance of common stock
 for compensation to majority stockholder at
 $0.015 per share                                        --            --            --            --            --         151,206
Net loss - December 31, 2002                             --            --            --            --        (350,992)     (350,992)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Balance at December 31, 2002                      $    (2,683)         --     $      --     $      --     $(1,689,837)  $  (122,959)
                                                  -----------   -----------   -----------   -----------   -----------   -----------

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

                                       16
<PAGE>


                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF STOCKHOLDERS' DEFICIT (CONTINUED)



                                                       Preferred Stock               Common Stock          Additional
                                                  -------------------------   -------------------------     Paid-in
                                                     Shares        Amount        Shares        Amount       Capital
                                                  -----------   -----------   -----------   -----------   -----------
Balance at December 31, 2002                        1,000,000   $     1,000    91,317,209   $     9,132   $ 1,559,429
April 14, 2003 - Issuance of common stock for
 services at $0.025 per share                            --            --       4,300,000           430       107,070
May 5, 2003 - Issuance of common stock for
 services at $0.025 per share                            --            --       4,350,000           435       108,315
June 20, 2003 - Purchase of treasury stock for
 note at stockholder's cost of $0.05 per share           --            --            --            --            --
June 20,  2003 - Issuance of treasury stock for
 services at $0.025 per share                            --            --            --            --         (75,000)
June 28,  2003 - Purchase of treasury stock for
 note at stockholder's cost of $0.05 per share           --            --            --            --            --
June 28,  2003 - Issuance of treasury stock for
 services at $0.025 per share                            --            --            --            --         (93,750)
September 30, 2003 - Purchase of treasury stock
 note at stockholder's cost of $0.05 per share           --            --            --            --            --
October 1, 2003 - Issuance of treasury stock for
 cash at $0.14 per share                                 --            --            --            --          63,000
October 2, 2003 - Issuance of treasury stock for
 services at $0.08 per share                             --            --            --            --          48,000
October 17, 2003 - Issuance of treasury stock for
 cash at $0.10 per share                                 --            --            --            --          35,000
Net loss - December 31, 2003                             --            --            --            --            --
                                                  -----------   -----------   -----------   -----------   -----------
Balance at December 31, 2003                        1,000,000         1,000    99,967,209         9,997     1,752,064
                                                  -----------   -----------   -----------   -----------   -----------
January 9, 2004 - Conversion of stockholder's
 loan at $0.03 per share                                 --            --       1,500,000           150        44,850
January 9, 2004 - Issuance of common stock
 for services at $0.235 per share                        --            --       2,000,000           200       469,800
January 9, 2004 - Issuance of common stock
 for services at $0.055 per share                        --            --       1,000,000           100        54,900
January 9, 2004 - Issuance of common stock
 services at $0.14 per share                             --            --       2,400,000           240       335,760
                                                  -----------   -----------   -----------   -----------   -----------
Subtotals                                           1,000,000   $     1,000   106,867,209   $    10,687   $ 2,657,374
                                                  -----------   -----------   -----------   -----------   -----------

                                                                                                          Accumulated
                                                     Stock                                                  Deficit
                                                   Issued at           Treasury Stock                       During
                                                   Less Than    -------------------------  Subscriptions  Development
                                                   Par Value       Shares        Amount      Receivable      Stage         Total
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Balance at December 31, 2002                      $    (2,683)         --     $      --     $      --     $(1,689,837)  $  (122,959)
April 14, 2003 - Issuance of common stock for
 services at $0.025 per share                            --            --            --            --            --         107,500
May 5, 2003 - Issuance of common stock for
 services at $0.025 per share                            --            --            --            --            --         108,750
June 20, 2003 - Purchase of treasury stock for
 note at stockholder's cost of $0.05 per share           --       3,000,000      (150,000)         --            --        (150,000)
June 20,  2003 - Issuance of treasury stock for
 services at $0.025 per share                            --      (3,000,000)      150,000          --            --          75,000
June 28,  2003 - Purchase of treasury stock for
 note at stockholder's cost of $0.05 per share           --       3,750,000      (187,500)         --            --        (187,500)
June 28,  2003 - Issuance of treasury stock for
 services at $0.025 per share                            --      (3,750,000)      187,500          --            --          93,750
September 30, 2003 - Purchase of treasury stock
 note at stockholder's cost of $0.05 per share           --       3,000,000      (150,000)         --            --        (150,000)
October 1, 2003 - Issuance of treasury stock for
 cash at $0.14 per share                                 --        (700,000)       35,000          --            --          98,000
October 2, 2003 - Issuance of treasury stock for
 services at $0.08 per share                             --      (1,600,000)       80,000          --            --         128,000
October 17, 2003 - Issuance of treasury stock for
 cash at $0.10 per share                                 --        (700,000)       35,000          --            --          70,000
Net loss - December 31, 2003                             --            --            --            --      (2,155,049)   (2,155,049)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Balance at December 31, 2003                           (2,683)         --            --            --      (3,844,886)   (2,084,508)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
January 9, 2004 - Conversion of stockholder's
 loan at $0.03 per share                                 --            --            --            --            --          45,000
January 9, 2004 - Issuance of common stock
 for services at $0.235 per share                        --            --            --            --            --         470,000
January 9, 2004 - Issuance of common stock
 for services at $0.055 per share                        --            --            --            --            --          55,000
January 9, 2004 - Issuance of common stock
 services at $0.14 per share                             --            --            --            --            --         336,000
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Subtotals                                         $    (2,683)  $      --     $      --     $      --     $(3,844,886)  $(1,178,508)
                                                  -----------   -----------   -----------   -----------   -----------   -----------


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

                                       17
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF STOCKHOLDERS' DEFICIT (CONTINUED)



                                                       Preferred Stock               Common Stock          Additional
                                                  -------------------------   -------------------------     Paid-in
                                                     Shares        Amount        Shares        Amount       Capital
                                                  -----------   -----------   -----------   -----------   -----------
Subtotals                                           1,000,000   $     1,000   106,867,209   $    10,687   $ 2,657,374
January 12, 2004 - Issuance of common stock
 for services at $0.13 per share                         --            --         200,000            20        25,980
January 12, 2004 - Issuance of common stock
 for cash at $0.13 per share                             --            --         100,000            10        12,990
January 12, 2004 - Issuance of common stock
 for services at $0.13 per share                         --            --         100,000            10        12,990
January 12, 2004 - Issuance of common stock
 for services at $0.13 per share                         --            --       1,000,000           100       129,900
January 12, 2004 - Issuance of common stock
 for services at $0.13 per share                         --            --         100,000            10        12,970
January 12, 2004 - Issuance of common stock
 for cash at $0.13 per share                             --            --         100,000            10        12,990
January 12, 2004 - Issuance of common stock
 for services at $0.13 per share                         --            --         100,000            10        12,990
January 21, 2004 - Issuance of common stock
 for cash at $0.11 per share                             --            --         500,000            50        54,950
February 17, 2004 - Issuance of common stock
 for services at $0.17 per share                         --            --       2,000,000           200       339,800
February 17, 2004 - Issuance of common stock
 for cash at $0.11 per share                             --            --         500,000            50        54,950
February 17, 2004 - Issuance of common stock
 for services at $0.17 per share                         --            --         500,000            50        84,950
February 17, 2004 - Issuance of common stock
 for cash at $0.12 per share                             --            --         200,000            20        23,980
February 17, 2004 - Issuance of common stock
 for services at $0.17 per share                         --            --         750,000            75       127,425
February 17, 2004 - Issuance of common stock
 for services at $0.17 per share                         --            --          75,000             8        12,742
March 2, 2004 - Issuance of common stock for
 services at $0.21 per share                             --            --       5,000,000           500     1,049,500
                                                  -----------   -----------   -----------   -----------   -----------
Subtotals                                           1,000,000   $     1,000   118,092,209   $    11,810   $ 4,626,481
                                                  -----------   -----------   -----------   -----------   -----------

                                                                                                          Accumulated
                                                     Stock                                                  Deficit
                                                   Issued at           Treasury Stock                       During
                                                   Less Than    -------------------------  Subscriptions  Development
                                                   Par Value       Shares        Amount      Receivable      Stage         Total
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Subtotals                                         $    (2,683)  $      --     $      --     $      --     $(3,844,886)  $(1,178,508)
January 12, 2004 - Issuance of common stock
 for services at $0.13 per share                         --            --            --            --            --          26,000
January 12, 2004 - Issuance of common stock
 for cash at $0.13 per share                             --            --            --            --            --          13,000
January 12, 2004 - Issuance of common stock
 for services at $0.13 per share                         --            --            --            --            --          13,000
January 12, 2004 - Issuance of common stock
 for services at $0.13 per share                         --            --            --            --            --         130,000
January 12, 2004 - Issuance of common stock
 for services at $0.13 per share                         --            --            --            --            --          12,980
January 12, 2004 - Issuance of common stock
 for cash at $0.13 per share                             --            --            --            --            --          13,000
January 12, 2004 - Issuance of common stock
 for services at $0.13 per share                         --            --            --            --            --          13,000
January 21, 2004 - Issuance of common stock
 for cash at $0.11 per share                             --            --            --            --            --          55,000
February 17, 2004 - Issuance of common stock
 for services at $0.17 per share                         --            --            --            --            --         340,000
February 17, 2004 - Issuance of common stock
 for cash at $0.11 per share                             --            --            --         (13,750)         --          41,250
February 17, 2004 - Issuance of common stock
 for services at $0.17 per share                         --            --            --            --            --          85,000
February 17, 2004 - Issuance of common stock
 for cash at $0.12 per share                             --            --            --          (6,500)         --          17,500
February 17, 2004 - Issuance of common stock
 for services at $0.17 per share                         --            --            --            --            --         127,500
February 17, 2004 - Issuance of common stock
 for services at $0.17 per share                         --            --            --            --            --          12,750
March 2, 2004 - Issuance of common stock for
 services at $0.21 per share                             --            --            --            --            --       1,050,000
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Subtotals                                         $    (2,683)  $      --     $      --     $   (20,250)  $(3,844,886)  $   771,472
                                                  -----------   -----------   -----------   -----------   -----------   -----------


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

                                       18
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF STOCKHOLDERS' DEFICIT (CONTINUED)


                                                                                                                              Stock
                                                       Preferred Stock               Common Stock          Additional    Issued at
                                                  -------------------------   -------------------------     Paid-in      Less Than
                                                     Shares        Amount        Shares        Amount       Capital      Par Value
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Subtotals                                           1,000,000   $     1,000   118,092,209   $    11,810   $ 4,626,481   $    (2,683)
March 2, 2004 - Issuance of common stock for
services at $0.21 per share                              --            --         250,000            25        52,475          --
March 9, 2004 - Issuance of common stock for
for cash at $0.11 per share                              --            --       1,000,000           100       109,900          --
March 18, 2004 - Issuance of common stock for
for cash at $0.11 per share                              --            --         100,000            10        11,426          --
April 2, 2004 - Issuance of common stock for cash
and services at $0.17 per share                          --            --         100,000            10        16,990          --
April 14, 2004 - Received cash in payment of
subscription receivable                                  --            --            --            --            --            --
April 30, 2004 - Issuance of common stock to
acquire subsidiary at $0.14 per share                    --            --       9,000,000           900     1,259,100          --
April 30, 2004 - Issuance of common stock
for services at $0.14 per share                          --            --         900,000            90       125,910          --
May 5, 2004 - Issuance of common stock for cash
and services at $0.15 per share                          --            --         100,000            10        14,990          --
May 5, 2004 - Received cash in payment of
subscription receivable                                  --            --            --            --            --            --
May 10, 2004 - Issuance of common stock for
services at $0.13 per share                              --            --         500,000            50        64,950          --
May 20, 2004 - Issuance of common stock for cash
and services at $0.12 per share                          --            --         100,000            10        11,990          --
May 26, 2004 - Issuance of common stock to
acquire assets at $0.11 per share                        --            --       4,000,000           400       439,600          --
May 26, 2004 - Issuance of common stock for
services at $0.11 per share                              --            --       2,675,000           268       293,982          --
May 26, 2004 - Issuance of common stock for
officer's compensation at $0.09 per share                --            --         700,000            70        62,930          --
June 3, 2004 - Issuance of common stock for cash
and services at $0.14 per share                          --            --         400,000            40        55,960          --
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Subtotals                                           1,000,000   $     1,000   137,917,209   $    13,793   $ 7,146,684   $    (2,683)
                                                  -----------   -----------   -----------   -----------   -----------   -----------

                                                                                            Accumulated
                                                                                              Deficit
                                                         Treasury Stock                       During
                                                  -------------------------  Subscriptions  Development
                                                     Shares        Amount      Receivable      Stage         Total
                                                  -----------   -----------   -----------   -----------   -----------
Subtotals                                         $      --     $      --     $   (20,250)  $(3,844,886)  $   771,472
March 2, 2004 - Issuance of common stock for
services at $0.21 per share                              --            --            --            --          52,500
March 9, 2004 - Issuance of common stock for
for cash at $0.11 per share                              --            --            --            --         110,000
March 18, 2004 - Issuance of common stock for
for cash at $0.11 per share                              --            --            --            --          11,436
April 2, 2004 - Issuance of common stock for cash
and services at $0.17 per share                          --            --            --            --          17,000
April 14, 2004 - Received cash in payment of
subscription receivable                                  --            --          13,750          --          13,750
April 30, 2004 - Issuance of common stock to
acquire subsidiary at $0.14 per share                    --            --            --            --       1,260,000
April 30, 2004 - Issuance of common stock
for services at $0.14 per share                          --            --            --            --         126,000
May 5, 2004 - Issuance of common stock for cash
and services at $0.15 per share                          --            --            --            --          15,000
May 5, 2004 - Received cash in payment of
subscription receivable                                  --            --           6,500          --           6,500
May 10, 2004 - Issuance of common stock for
services at $0.13 per share                              --            --            --            --          65,000
May 20, 2004 - Issuance of common stock for cash
and services at $0.12 per share                          --            --            --            --          12,000
May 26, 2004 - Issuance of common stock to
acquire assets at $0.11 per share                        --            --            --            --         440,000
May 26, 2004 - Issuance of common stock for
services at $0.11 per share                              --            --            --            --         294,250
May 26, 2004 - Issuance of common stock for
officer's compensation at $0.09 per share                --            --            --            --          63,000
June 3, 2004 - Issuance of common stock for cash
and services at $0.14 per share                          --            --            --            --          56,000
                                                  -----------   -----------   -----------   -----------   -----------
Subtotals                                         $      --     $      --     $      --     $(3,844,886)  $ 3,313,908
                                                  -----------   -----------   -----------   -----------   -----------

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

                                       19
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF STOCKHOLDERS' DEFICIT (CONTINUED)



                                                       Preferred Stock               Common Stock          Additional
                                                  -------------------------   -------------------------     Paid-in
                                                     Shares        Amount        Shares        Amount       Capital
                                                  -----------   -----------   -----------   -----------   -----------
Subtotals                                           1,000,000   $     1,000   137,917,209   $    13,793   $ 7,146,684
June 3, 2004 - Issuance of common stock for cash
 and services at $0.14 per share                         --            --         100,000            10        13,990
June 17, 2004 - Issuance of common stock for
 services at $0.12 per share                             --            --       6,000,000           600       719,400
June 22, 2004 - 10% stock dividend                       --            --      14,232,500         1,423        (1,423)
July 14, 2004 - Issuance of common stock for cash
 at $0.048 per share                                     --            --         500,000            50        23,950
July 26, 2004 - Issuance of common stock for cash
 at $0.06 per share                                      --            --          70,000             7         4,193
July 28, 2004 - Issuance of common stock for cash
 at $0.06 per share                                      --            --         180,000            18        10,782
October 1, 2004 - Issuance of common stock for
 services at $0.04 per share                             --            --       4,250,000           425       169,575
October 7, 2004 - Issuance of common stock for
 services at $0.05 per share                             --            --       2,000,000           200        99,800
October 7, 2004 - Issuance of common stock for
 services at $0.05 per share                             --            --         300,000            30        14,970
November 17, 2004 - Issuance of common stock
 to repay stockholder loan at $0.05 per share            --            --       9,750,000           975       486,525
November 19, 2004 - Issuance of common stock
 for services at $0.03 per share                         --            --       2,000,000           200        59,800
Net loss - December 31, 2004                             --            --            --            --            --
                                                  -----------   -----------   -----------   -----------   -----------
Balance at December 31 2004                         1,000,000   $     1,000   177,299,709   $    17,731   $ 8,748,246
                                                  ===========   ===========   ===========   ===========   ===========

                                                                                                          Accumulated
                                                     Stock                                                  Deficit
                                                   Issued at           Treasury Stock                       During
                                                   Less Than    -------------------------  Subscriptions  Development
                                                   Par Value       Shares        Amount      Receivable      Stage         Total
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Subtotals                                         $    (2,683)  $      --     $      --     $      --     $(3,844,886)  $ 3,313,908
June 3, 2004 - Issuance of common stock for cash
 and services at $0.14 per share                         --            --            --            --            --          14,000
June 17, 2004 - Issuance of common stock for
 services at $0.12 per share                             --            --            --            --            --         720,000
June 22, 2004 - 10% stock dividend                       --            --            --            --            --            --
July 14, 2004 - Issuance of common stock for cash
 at $0.048 per share                                     --            --            --            --            --          24,000
July 26, 2004 - Issuance of common stock for cash
 at $0.06 per share                                      --            --            --            --            --           4,200
July 28, 2004 - Issuance of common stock for cash
 at $0.06 per share                                      --            --            --            --            --          10,800
October 1, 2004 - Issuance of common stock for
 services at $0.04 per share                             --            --            --            --            --         170,000
October 7, 2004 - Issuance of common stock for
 services at $0.05 per share                             --            --            --            --            --         100,000
October 7, 2004 - Issuance of common stock for
 services at $0.05 per share                             --            --            --            --            --          15,000
November 17, 2004 - Issuance of common stock
 to repay stockholder loan at $0.05 per share            --            --            --            --            --         487,500
November 19, 2004 - Issuance of common stock
 for services at $0.03 per share                         --            --            --            --            --          60,000
Net loss - December 31, 2004                             --            --            --            --      (4,079,353)   (4,079,353)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Balance at December 31 2004                       $    (2,683)  $      --     $      --     $(7,924,239)  $(7,924,239)  $   840,055
                                                  ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

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

                                       20
<PAGE>
<TABLE>
<CAPTION>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                        For the Period
                                                        from August 25,
                                                        1999 (Inception)     For the Year Ended December 31,
                                                        to December 31,    ----------------------------------
                                                             2004                2004               2003
                                                        ---------------    ---------------    ---------------
<S>                                                     <C>                <C>                <C>
Cash flows from operating activities:
  Net loss                                              $    (7,924,239)   $    (4,079,353)   $    (2,155,049)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Financing costs                                             250,000               --                 --
    Depreciation and amortization                               151,548             90,967             14,751
    Stock issued for services                                 5,000,061          4,318,980            513,000
    Stock issued for officer's compensation                      63,000             63,000               --
    Decrease (increase) in prepaid expenses                        --               69,333            (69,333)
    Increase in deposits                                         (4,317)              --               (3,052)
    Increase in accounts payable and accrued expenses           605,882         (1,078,227)         1,535,954
                                                        ---------------    ---------------    ---------------
Net cash used in operating activities                        (1,858,065)          (615,300)          (163,729)
                                                        ---------------    ---------------    ---------------
Cash flow from investing activities:
  Cash acquired through subsidiary acquisition                  135,000            135,000               --
  Purchase of furniture and equipment                           (68,035)            (1,250)            (7,683)
                                                        ---------------    ---------------    ---------------
Net cash provided by (used in) investing activities              66,965            133,750             (7,683)
                                                        ---------------    ---------------    ---------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                        434,438            434,435               --
  Proceeds from issuance of treasury stock                      168,000               --              168,000
  Proceeds from notes payable - stockholders (net)            1,188,662             43,810              6,650
                                                        ---------------    ---------------    ---------------
Net cash provided by financing activities                     1,791,100            478,245            174,650
                                                        ---------------    ---------------    ---------------
Net increase (decrease) in cash                                    --               (3,305)             3,238
Cash at beginning of year                                          --                3,305                 67
                                                        ---------------    ---------------    ---------------
Cash at end of year                                     $          --      $          --      $         3,305
                                                        ===============    ===============    ===============

Supplemental Information
------------------------
Interest paid                                           $         3,000    $          --      $          --
                                                        ===============    ===============    ===============
Income taxes paid                                       $          --      $          --      $          --
                                                        ===============    ===============    ===============

</TABLE>

Non-cash transactions:

On January 23, 2001 the Company acquired 100% of the outstanding common stock of
E.Kidnetwork.com,  Inc. for 15,000,000 shares of its restricted common stock and
1,000,000 shares of its restricted  Series A preferred stock. In connection with
this transaction the Company cancelled 9,000,000 shares of its restricted common
stock owned by its majority stockholder.

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

                                       21
<PAGE>

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


Supplemental Information (continued)
------------------------

Non-cash transactions: (continued)

On April 25, 2001 the Company  acquired 100% of the outstanding  common stock of
Quadric  Acquisition  Corporation for 5,000,000 shares of its restricted  common
stock. The stock was valued at $250,000,  or $0.05 per share, at the date of the
transaction.  The  amount  of  the  transaction  was  expensed  at the  time  of
acquisition as financing costs.

On July 25, 2001 the Company exchanged 10,000,000 shares of its common stock for
$100,000 of its convertible debt.

On July 25, 2001 the Company exchanged  5,000,000 shares of its common stock for
$400,000 of principal and interest due to its majority stockholder.

On December 5, 2002 the Company exchanged  36,586,267 shares of its common stock
for $548,794 of principal and interest due to its majority stockholder.

On December 5, 2002 the Company  exchanged  6,666,667 shares of its common stock
for $100,000 of principal and interest due to an officer and  stockholder of the
Company.

On December 5, 2002 the Company issued 10,080,400 shares of its common stock for
$151,206 for services provided by the Company's majority stockholder.

On December 5, 2002 the Company issued  1,125,000 shares of its common stock for
$16,875 for services provided to the Company.

On April 14, 2003 the Company  issued  4,300,000  shares of its common stock for
$107,500 for services provided to the Company.

On May 5, 2003 the  Company  issued  4,350,000  shares of its  common  stock for
$108,750 for services provided to the Company.

On June 20,  2003 the Company  bought  3,000,000  shares of its common  stock in
exchange for a $150,000 note payable to the Company's majority stockholder.

On June 20, 2003 the Company issued  3,000,000  shares of its treasury stock for
$75,000 for services provided to the Company.

On July 28,  2003 the Company  bought  3,750,000  shares of its common  stock in
exchange for a $187,500 note payable to the Company's majority stockholder.

On July 28, 2003 the Company issued  3,750,000  shares of its treasury stock for
$93,750 for services provided to the Company.

On July 31, 2003 the  conversion  of $45,000 of  convertible  debt for 1,500,000
shares of  authorized,  but  unissued,  common stock was reflected as an accrued
expense.

On September 30, 2003 the Company bought 3,000,000 shares of its common stock in
exchange for a $150,000 note payable to the Company's majority stockholder.

On October 2, 2003 the Company issued 1,600,000 shares of its treasury stock for
$128,000 for services provided to the Company.


                                       22
<PAGE>

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


Supplemental Information (continued)
------------------------

Non-cash transactions: (continued)

On January 9, 2004 the Company  exchanged  1,500,000  shares of its common stock
for $45,000 of principal due to a stockholder of the Company.

On January 9, 2004 the Company issued  2,000,000  shares of its common stock for
$470,000 for services provided to the Company.

On January 9, 2004 the Company issued  1,000,000  shares of its common stock for
$55,000 for services provided to the Company.

On January 9, 2004 the Company issued  2,400,000  shares of its common stock for
$336,000 for services provided to the Company.

On January 12, 2004 the Company  issued  200,000  shares of its common stock for
$26,000 for services provided to the Company.

On January 12, 2004 the Company  issued  100,000  shares of its common stock for
$13,000 for services provided to the Company.

On January 12, 2004 the Company  issued  100,000  shares of its common stock for
$12,980 for services provided to the Company.

On January 12, 2004 the Company  issued  100,000  shares of its common stock for
$13,000 for services provided to the Company.

On February 17, 2004 the Company issued 2,000,000 shares of its common stock for
$340,000 for services provided to the Company.

On February 17, 2004 the Company  issued  500,000 shares of its common stock for
$85,000 for services provided to the Company.

On February 17, 2004 the Company  issued  750,000 shares of its common stock for
$127,500 for services provided to the Company.

On February 17, 2004 the Company  issued  75,000  shares of its common stock for
$12,750 for services provided to the Company.

On March 2, 2004 the Company  issued  5,000,000  shares of its common  stock for
$1,050,000 for services provided to the Company.

On March 2, 2004 the  Company  issued  250,000  shares of its  common  stock for
$52,500 for services provided to the Company.

On April 2, 2004 the Company  issued 100,000 shares of its common stock for cash
of $10,392 and services of $6,608 provided to the Company.

On April 14, 2004 the Company  issued  9,000,000  shares of its common stock for
$1,260,000  to  acquire  100%  of the  outstanding  common  stock  of  Web  Safe
Technologies, Inc.


                                       23
<PAGE>

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


Supplemental Information (continued)
------------------------

Non-cash transactions: (continued)

On April 30,  2004 the Company  issued  900,000  shares of its common  stock for
$126,000 for services provided to the Company.

On May 5, 2004 the Company issued 100,000 shares of its common stock for cash of
$9,000 and services of $6,000 provided to the Company.

On May 10,  2004 the  Company  issued  500,000  shares of its  common  stock for
$65,000 for services provided to the Company.

On May 20, 2004 the Company  issued  100,000 shares of its common stock for cash
of $6,500 and services of $5,500 provided to the Company.

On May 26,  2004 the Company  issued  4,000,000  shares of its common  stock for
$440,000 to acquire certain assets from an unrelated third party.

On May 26,  2004 the Company  issued  2,675,000  shares of its common  stock for
$294,250 for services provided to the Company.

On May 26,  2004 the  Company  issued  700,000  shares of its  common  stock for
$63,000 for officer's compensation.

On June 3, 2004 the Company  issued  400,000 shares of its common stock for cash
of $28,000 and services of $28,000 provided to the Company.

On June 3, 2004 the Company  issued  100,000 shares of its common stock for cash
of $6,876 and services of $7,124 provided to the Company.

On June 17, 2004 the Company  issued  6,000,000  shares of its common  stock for
$720,000 for services provided to the Company.

On October 1, 2004 the Company issued  4,250,000  shares of its common stock for
$170,000 for services provided to the Company.

On October 7, 2004 the Company issued  2,300,000  shares of its common stock for
$115,000 for services provided to the Company.

On November 17, 2004 the Company exchanged  9,750,000 shares of its common stock
for $487,500 of principal due to a stockholder of the Company.

On November 19, 2004 the Company issued 2,000,000 shares of its common stock for
$60,000 for services provided to the Company.


                                       24
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of  significant  accounting  policies of ZKid  Network  Company and
subsidiary (the "Company") is presented to assist in understanding the Company's
consolidated  financial  statements.  The consolidated  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 consolidated financial statements.

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

The Company was  organized and exists under the General  Corporation  Law of the
State of Nevada. The Company was incorporated  under the name  E.Kidnetwork.com,
Inc. on August 25, 1999 in the State of Nevada. On January 23, 2001,  subsequent
to its merger with East Coeur d'Alene Silver Mines, Inc. its name was changed to
ZKid Network Company.

The Company is a  developmental  stage  digital  media  company.  The Company is
currently  raising  capitol and  developing  its business  plan with the goal of
developing an animated, virtual playground where children can have access to the
internet in a safe and monitored environment.

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

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

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

The preparation of the consolidated financial statements in conformity with U.S.
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 consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Cash Equivalents
----------------

The Company  considers all investments with an original maturity of three months
or  less  when  purchased  to be  cash  equivalents.  The  Company  had no  cash
equivalents at December 31, 2004 and 2003.


                                       25
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

Furniture  and equipment are stated at cost less  accumulated  depreciation  and
amortization.  Depreciation is computed over the assets'  estimated useful lives
using the  accelerated  and  straight-line  methods of accounting.  Useful lives
range from three to seven years.  Leasehold  improvements are amortized over the
estimated  useful life of the asset or the lease term,  whichever is less, using
the straight line method of accounting.  Maintenance  and repairs are charged to
expense as incurred. Betterments and improvements are capitalized.

When  furniture  and  equipment  are sold or  otherwise  disposed  of, the asset
account and related accumulated depreciation or amortization account are reduced
and gain or loss is included in operations.

License and Customer List
-------------------------

License  and  customer  list are stated at cost less  accumulated  amortization.
Amortization  is computed  over the  assets'  estimated  useful  lives using the
straight-line  method of  accounting.  The Company is amortizing the license and
customer  list over a period of 20 and 60  months,  respectively.  For the years
ended  December  31, 2004 and 2003 and  amortization  expense of the license and
customer list amounted to $37,000 and $0, and $44,917 and $0, respectively.

The Company performs a quarterly review of its identified  intangible  assets to
determine if facts and  circumstances  exist which indicate that the useful life
is shorter than  originally  estimated or that the carrying amount of assets may
not be recoverable.  If such facts and circumstances exist, the Company assesses
the  recoverability  of identified  intangible assets by comparing the projected
undiscounted net cash flows associated with the related asset or group of assets
over  their  remaining  lives  against  their   respective   carrying   amounts.
Impairment,  if any, is based on the excess of the carrying amount over the fair
value of those assets.

Revenue Recognition
-------------------

The  Company  recognizes  revenue  when the  earnings  process is  complete,  as
evidenced by an agreement with the customer and probable collectibility.

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.


                                       26
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Income Taxes (continued)
------------------------

For income tax  purposes,  the  Company  has  elected to treat its  current  and
historical operating expenses as capitalizable exploration and development costs
under IRC Code Section  616(b).  Accordingly,  the Company has no net  operating
loss carryforwards.

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  years  ended  December  31,  2004 and 2003,
potentially dilutive securities have been excluded from the computation as their
effect is antidilutive.

Treasury Stock
--------------

Treasury stock is recorded at cost at the time of purchase.  When treasury stock
is sold the  account is  charged  at the cost of the shares  being sold with any
difference being charged to additional paid-in capital.

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

The accompanying  consolidated  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.  The  Company is in the
development  stage and has  incurred  losses  since  inception  and has negative
working capital and cash flows from operations. For the years ended December 31,
2004 and 2003 the Company has incurred net losses of $4,060,945 and  $2,155,049,
respectively.  The future of the Company is dependent upon its ability to obtain
financing and upon future successful  development and marketing of the Company's
product.  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 such  financing or obtain  financing on terms
beneficial  to the Company.  Failure to secure such  financing may result in the
Company's inability to continue as a going concern.

These consolidated  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.



                                       27
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Stock Based Compensation
------------------------

As permitted by Statement of Financial Account Standards No. 123 "Accounting for
Stock-Based  Compensation",  ("SFAS 123") the Company  accounts for  stock-based
awards to  employees  using  the  intrinsic  value  method  in  accordance  with
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees" ("APB 25").

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

The Company's financial  instruments as defined by SFAS 107,  "Disclosures About
Fair Value of Financial  Instruments",  including  cash and notes  payable,  are
accounted  for on a  historical  cost  basis,  which due to the  nature of these
financial instruments, approximates fair value.

NOTE 2 - BUSINESS COMBINATIONS

On January 23,  2001 the Company  acquired  E.Kidnetwork.com,  Inc.  ("EKid") in
exchange for  15,000,000  shares of its  restricted  common stock and  1,000,000
shares of its restricted  Series A preferred  stock.  In this  transaction,  the
Company  was the  legal  acquirer  and  EKid  was  the  acquiree.  However,  for
accounting  purposes  the roles were  reversed  and EKid  became the  accounting
acquirer  while  the  Company  became  the  accounting  acquiree.  This  type of
transaction  is referred to as a reverse  acquisition,  meaning that the company
that is the legal acquirer is considered,  for  accounting  purposes,  to be the
acquiree.  Upon completion of the transaction the original  stockholders of EKid
owned  the  controlling  interest  of the  combined  company  and the  Company's
financial statements reflect those of EKid.

On  April  25,  2001  the  Company  acquired  Quadric  Acquisition   Corporation
("Quadric"), a public SEC reporting company, in exchange for 5,000,000 shares of
its restricted  common stock.  The shares were valued at their fair market value
at the date of  acquisition  of  $250,000.  The  transaction  was  treated  as a
financing  arrangement whereby the Company became the successor to the reporting
requirements,   pursuant  to  section  12-G(3)  and  Quadric  was   subsequently
dissolved.  The cost of the  acquisition  was  expensed  during  the  period  as
financing costs. At the date of acquisition Quadric had no significant assets or
liabilities  or  continuing  operations.   Subsequent  to  the  transaction  the
financial  statements  reflect  those  of  the  Company.   Upon  completing  the
acquisition  the  original  stockholders  of the Company  owned the  controlling
interest of Quadric.

On April 30, 2004, the Company acquired 100% of the outstanding  common stock of
Web Safe  Technologies,  Inc. in exchange for 9,000,000  shares of the Company's
common  stock.  The stock was valued at $0.14 per share,  or  $1,260,000.  which
represents  the  fair  market  value  of  the  stock  at  that  date.  WSTI  was
incorporated in the State of Florida on December 19, 2003 and had no revenues at
the date of the acquisition.

The acquisition  was accounted for using the purchase method of accounting.  The
purchase method of accounting  conforms to the accounting  policies  followed by
the consolidated entities.


                                       28
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - BUSINESS COMBINATIONS (continued)

On May 26,  2004,  the Company  signed an agreement  with USURF  Communications,
Inc., a Colorado corporation, to acquire all the software-related assets used or
useful in USURF's child-safety  business.  Included in the purchase were all the
products and internet  properties  listed under the website  www.momsanddads.com
and all the hard  assets  related  to the  operation  of such site and  software
business.  As consideration  for the  acquisition,  the Company issued 4,000,000
shares of its  unregistered  common stock to USURF valued at $0.11 per share, or
$440,000,  which  represents the fair value of the stock at that date. Under the
terms of the  agreement,  the  Company  has  guaranteed  the value of the shares
issued will be $600,000 upon their  registration  12 months  subsequent to their
issuance.  If the value of the  shares is less  than  $600,000  at that date the
Company will be required to issue additional shares such that the total combined
value of the shares  issued will equal  $600,000.  As it is not possible at this
date to determine what the value of the 4,000,000 shares will be at that time no
adjustment has been reflected in the financial statements.

The operating results of the businesses  acquired during 2004 have been included
in the results of the Company from the date of acquisition.


NOTE 3 - FURNITURE AND EQUIPMENT

Furniture and equipment consisted of the following:

                                                        December 31,
                                                 ------------------------
                                                    2004          2003
                                                 ----------    ----------
             Office equipment                    $  105,396    $   49,146
             Furniture                                7,189         7,189
             Leasehold improvements                  10,450        10,450
                                                 ----------    ----------
                                                    123,035        66,785
             Less accumulated depreciation and
                 amortization                       (69,631)      (60,581)
                                                 ----------    ----------
                                                 $   53,404    $    6,204
                                                 ==========    ==========

For the years ended  December 31, 2004 and 2003  depreciation  and  amortization
expense amounted to $9,050 and $14,751, respectively.

NOTE 4 - NOTES PAYABLE -STOCKHOLDERS

The Company is indebted to a corporate  stockholder  in the amount of $30,000 as
of December 31, 2004 and 2003.  Payment is due on demand and interest accrues at
8% per  year.  During  2003 the  stockholder  redeemed  $45,000  of the note for
1,500,000 shares of the Company's common stock. The shares were not issued until
January 9, 2004.  Interest  expense amounted to $2,400 and $13,210 for the years
ended  December  31, 2004 and 2003,  respectively.  No  interest  was paid as of
December 31, 2004.


                                       29
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - NOTES PAYABLE STOCKHOLDERS (continued)

As of December  31, 2004 and 2003,  the  Company  was  indebted to its  majority
stockholder in the amounts of $5,200 and $494,250, respectively. The note is due
and  payable  on  demand  and  accrues  interest  at the rate of 8.0%  annually.
Interest  expense  amounted to $48 and $18,221 for the years ended  December 31,
2004 and 2003, respectively.

As of December 31, 2004 and 2003, the Company was indebted to a stockholder  and
officer of the Company in the amounts of $18,924 and $0, respectively.  The note
is due and payable on demand and accrues  interest at the rate of 8.0% annually.
Interest expense amounted to $1,088 and $0 for the years ended December 31, 2004
and 2003, respectively.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

In November 2003 the Company entered into an operating lease for office space in
Northbrook,  Illinois.  The lease,  which  expires in  January  2006,  calls for
minimum monthly lease payments of $1,439.

Future annual minimum lease payments are as follows:

                       Year Ending
                       December 31,                Amount
                    ------------------           ----------
                          2005                   $   17,269
                          2006                          720
                                                 -----------
                                                 $   17,989
                                                 ===========

Rent  expense  for the years  ended  December  31, 2004 and 2003 was $17,911 and
$2,196, respectively.

In February 2003,  the Company  entered into an agreement with for services that
include  marketing,  networking,  and growth  strategies.  This agreement amends
prior  agreements  under which the Company issued 1,000,000 of its common stock.
The current agreement calls for the Company to pay an ongoing  participation fee
of $0.75 per  subscription of the Company's  primary  product.  The Company will
also pay 25% of its net profits on all retail sales of its  products  outside of
its primary  product.  At  December  31, 2003 the Company had no sales of either
type of product.

In  September  2003,  the Company  entered  into an  agreement  with a sales and
marketing  consultant.  The agreement  called for the Company to issue 1,000,000
shares of its common stock upon  completion  of the  agreement and an additional
1,000,000  shares of the  Company's  common stock for each year the agreement is
renewed.


                                       30
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - COMMITMENTS AND CONTINGENCIES (continued)

In September  2003, the Company entered into an agreement that is to provide the
Company  with  marketing,   promotional,  and  public  relations  services.  The
agreement  called for the Company to issue 2,400,000  shares of its common stock
within 30 days of the date of the agreement.  For each executed arrangement that
the Company enters into with any (1)  telecommunications  or cable company,  (2)
computer  manufacturer,  (3) insurance  company,  (4) credit card issuer, or (5)
telemarketing  firm,  the  Company is required  to issue an  additional  500,000
shares of its  common  stock.  In the event  that such an  arrangement  produces
revenue for the Company  additional  shares of the Company's common stock are to
be  issued,  up to a maximum of  3,000,000  shares per  executed  agreement,  as
follows:

                      Revenue                        Shares
                 ------------------------         -----------
                  $      1 - $100,000               500,000
                  $100,000 - $200,000               500,000
                  $200,000 - $300,000               500,000
                  $300,000 - $400,000               500,000
                  $400,000 - $500,000               500,000

In November  2003,  the Company  entered  into an  agreement  that  provides the
Company  with  web-hosting.  domain  maintenance,  and  billing  and  collection
services.  The agreement called for the Company to issue 2,000,000 shares of its
restricted  common stock upon  execution of the  agreement.  The agreement  also
calls for  compensation  of the greater of 10% of the gross  product  sales,  or
$4,000  per  month,  and hourly  fees of $100 per hour,  limited to $7,500,  for
character development and animation.

NOTE 6 - RELATED PARTY

In the second half of 2003 the  Company had neared the limits of its  authorized
number of common shares. In order to meet certain  commitments that required the
issuance of the Company's common stock the Company's  majority  stockholder sold
9,750,000  shares  of his  common  stock  holdings  back to the  Company  at his
original  cost of $0.05 per  share in  return  for  non-interest  bearing  notes
payable. The notes stipulate that repayment must be in the form of the Company's
common  stock in a like  number  of  shares.  The  Company  repaid  this loan in
November 2004 by issuing the stockholder 9,750,000 shares of its common stock.

NOTE 7 - STOCKHOLDERS' EQUITY

a.   August 1999 - Sale of 1,000,000  shares of preferred  stock and  15,000,000
     shares of common  stock to the  Company's  founders,  as  restated  for the
     subsequent reorganization, at a value of $3.

b.   January  2001 - Issued  1,858,875  shares  of common  stock in the  reverse
     merger and reorganization with East Coeur d'Alene Silver Mines, Inc.

c.   April 2001 - Issued  5,000,000  shares of common  stock to acquire  Quadric
     Acquisition Corp. at $0.05 per share.

                                       31
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - STOCKHOLDERS' EQUITY (continued)

d.   July 2001 - Issued 10,000,000 shares in redeeming convertible debt at $0.01
     per share.

e.   July 2001 - Issued 5,000,000 shares in conversion of stockholder's  loan at
     $0.08 per share.

f.   December 2002 - Issued 1,125,000,  shares at $0.015 per share, for services
     provided to the Company.

g.   December  2002  -  Issued  43,252,934,  shares  at  $0.015  per  share,  in
     conversion of stockholders' loans.

h.   December  2002 - Issued  10,080,400  shares,  at $0.015 per  share,  to the
     majority stockholder for services provided to the Company.

i.   April 2003 - Issued  4,300,000  shares,  at $0.025 per share,  for services
     provided to the Company.

j.   May 2003 - Issued  4,350,000  shares,  at $0.025  per share,  for  services
     provided to the Company.

k.   June 2003 - Acquired  3,000,000  shares of treasury stock from the majority
     stockholder at the stockholder's original cost of $0.05 per share.

l.   June 2003 - Issued 3,000,000 shares of treasury stock, at $0.025 per share,
     for services provided to the Company.

m.   July 2003 - Acquired  3,750,000  shares of treasury stock from the majority
     stockholder at the stockholder's original cost of $0.05 per share.

n.   July 2003 - Issued 3,750,000 shares of treasury stock, at $0.025 per share,
     for services provided to the Company.

o.   September  2003 -  Acquired  3,000,000  shares of  treasury  stock from the
     majority stockholder at the stockholder's original cost of $0.05 per share.

p.   October 2003 - Issued 700,000 shares of treasury stock, at $0.14 per share,
     for cash.

q.   October  2003 - Issued  1,600,000  shares of treasury  stock,  at $0.08 per
     share, for services provided to the Company.

r.   October 2003 - Issued 700,000 shares of treasury stock, at $0.10 per share,
     for cash.

s.   January 2004 - Issued  1,500,000,  shares at $0.03 per share, in conversion
     of stockholder's loan.

t.   January 2004 - Issued  2,000,000  shares at $0.0235 per share, for services
     provided to the Company.

u.   January 2004 - Issued  1,000,000  shares at $0.055 per share,  for services
     provided to the Company.

v.   January  2004 - Issued  2,400,000  shares at $0.14 per share,  for services
     provided to the Company.

w.   January  2004 - Issued  1,500,000  shares at $0.13 per share,  for services
     provided to the Company.

x.   January  2004 - Issued  200,000  shares of stock,  at $0.13 per share,  for
     cash.

y.   January  2004 - Issued  500,000  shares of stock,  at $0.11 per share,  for
     cash.

z.   February 2004 - Issued  3,325,000  shares at $0.17 per share,  for services
     provided to the Company.

aa.  February 2004 - Issued  500,000  shares of stock,  at $0.11 per share,  for
     cash.

ab.  February 2004 - Issued  200,000  shares of stock,  at $0.12 per share,  for
     cash.

                                       32
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - STOCKHOLDERS' EQUITY (continued)

ac.  March  2004 - Issued  5,250,000  shares at $0.21 per  share,  for  services
     provided to the Company.

ad.  March 2004 - Issued  1,100,000  shares of stock,  at $0.11 per  share,  for
     cash.

ae.  April 2004 - Issued 100,000 shares of stock,  at $0.17 per share,  for cash
     of $10,392 and services of $6,608 provided to the Company.

af.  April  2004 - Issued  9,000,000  shares of stock,  at $0.14 per  share,  to
     acquire subsidiary.

ag.  April  2004 - Issued  900,000  shares  at $0.14  per  share,  for  services
     provided to the Company.

ah.  May 2004 - Issued 100,000 shares of stock, at $0.15 per share,  for cash of
     $9,000 and services of $6,000 provided to the Company.

ai.  May 2004 - Issued 500,000 shares at $0.13 per share, for services  provided
     to the Company.

aj.  May 2004 - Issued 100,000 shares of stock, at $0.12 per share,  for cash of
     $6,500 and services of $5,500 provided to the Company.

ak.  May 2004 - Issued 4,000,000 shares of stock, at $0.11 per share, to acquire
     assets.

al.  May  2004 - Issued  2,675,000  shares  at $0.11  per  share,  for  services
     provided to the Company.

am.  May  2004 - Issued  700,000  shares  at  $0.09  per  share,  for  officer's
     compensation.

an.  June 2004 - Issued 400,000 shares of stock, at $0.14 per share, for cash of
     $28,000 and services of $28,000 provided to the Company.

ao.  June 2004 - Issued 100,000 shares of stock, at $0.14 per share, for cash of
     $6,876 and services of $7,124 provided to the Company.

ap.  June  2004 - Issued  6,000,000  shares  at $0.12 per  share,  for  services
     provided to the Company.

aq.  June 2004 - Issued 11,232,500 shares in payment of 10% stock dividend.

ar.  July 2004 - Issued 500,000 shares of stock, at $0.048 per share, for cash.

as.  July 2004 - Issued 250,000 shares of stock, at $0.06 per share, for cash.

at.  October  2004 - Issued  4,250,000  shares at $0.04 per share,  for services
     provided to the Company.

at.  October  2004 - Issued  2,300,000  shares at $0.05 per share,  for services
     provided to the Company.

au.  November 2004 - Issued  9,750,000 share at $0.05 per share, in repayment of
     stockholder loan.

av.  November 2004 - Issued  2,000,000  shares at $0.03 per share,  for services
     provided to the Company.

NOTE 8 - SUBSEQUENT EVENTS

In  January  2005,  the  Company  entered  into an  agreement  with a  financial
institution that provides the Company with the ability to borrow up to $250,000.
The  credit  facility  bears  interest  at the  annual  rate of  prime  plus 2%,
currently  approximately  6.5%,  is  collateralized  by  500,000  shares  of the
Company's common stock that is owned by the Company's majority stockholder,  and
expires in February 2006.

As of April 2005, the Company has borrowed approximately $70,000 under the terms
of this agreement.

                                       33
<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.

Item 8A.      Controls and Procedures.

(a)    Evaluation of Disclosure Controls and Procedures.

       Management  has  become  aware of certain  deficiencies  in the design or
operation of the Company's disclosure controls and internal accounting controls,
particularly in the areas of 1) stock issuance  procedures  related in part to a
lack of  expertise  prompting  changes  in  management  staff,  and 2)  internal
disclosure controls.  In connection with preparation of Company's 2004 financial
statements,  management  has  determined  that  certain  of  these  deficiencies
constituted  material weaknesses in the Company's internal control structure for
the year ended December 31, 2004. Management, has evaluated the effectiveness of
the Company's  "disclosure  controls and procedures" (as defined in Exchange Act
Rule  13a-15(e)) as of the end of the period covered by this report.  During the
course of the  evaluation,  the  additional  procedures  performed  and controls
instituted  by the Company to enhance its  internal  controls  and  mitigate the
effect  of  deficiencies  and  to  prevent  misstatements  or  omissions  in its
consolidated financial statements were considered. Based on this evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded,  except
as they relate to material  weaknesses  referred  to above,  that the  Company's
disclosure  controls  and  procedures,  including  the  additional  controls and
procedures  implemented  by the Company  during  fiscal year ended  December 31,
2004, were effective at a reasonable assurance level as of the end of the fiscal
year to ensure that information  required to be disclosed by the Company in this
report is recorded,  processed,  summarized and reported  within the appropriate
time periods.

(b)    Changes in Internal Control.

       Subsequent   to  the   date   of  such   evaluation   as   described   in
subparagraph(a)above,  there were no changes in our  internal  controls or other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.

(c)    Limitations.

       Our management,  including our Principal  Executive Officer and Principal
Financial  Officer,  does not expect  that our  disclosure  controls or internal
controls over  financial  reporting  will prevent all errors or all instances of
fraud. A control system,  no matter how well designed and operated,  can provide
only reasonable,  not absolute,  assurance that the control system's  objectives
will be met. Further,  the design of a control system must reflect the fact that
there are resource constraints,  and the benefits of controls must be considered
relative to their  costs.  Because of the  inherent  limitations  in all control
systems,  no  evaluation  of controls can provide  absolute  assurance  that all
control  issues and  instances  of fraud,  if any,  within our company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Controls can also be  circumvented  by the individual acts of
some persons,  by collusion of two or more people, or by management  override of
the controls. The design of any system of controls is based in part upon certain
assumptions  about the  likelihood  of future  events,  and any  design  may not
succeed in achieving  its stated goals under all  potential  future  conditions.
Over time,  controls may become  inadequate  because of changes in conditions or
deterioration  in the degree of compliance with policies or procedures.  Because
of the inherent limitation of a cost-effective control system, misstatements due
to error or fraud may occur and not be detected.

                                       34
<PAGE>

Item 8B.      Other Information.

       In November 2004, we issued 9,750,000 common shares to Jon A. Darmstadter
as payment in full to retire  outstanding  notes  payable in the total amount of
$487,500.


                                    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.

       MANAGEMENT ZKID NETWORK COMPANY

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

       The following  persons are the  Directors and Executive  Officers of Zkid
Network Company.

       Name                 Age      Position(s)              Term of Position
       ----                 ---      -----------              ----------------

       Donald Weisberg      56       Director, President      4-1-01 to Present
                                     CEO, CFO                 11-3-04 to Present
       Mitchell Lederer     43       Director, CEO            5-27-05 to 11-3-05
       Jon A. Darmstadter   50       Director, CEO, CFO       1-27-01 to 5-27-05

       Donald  Weisberg- Mr. Weisberg is our company  President.  He assumed the
positions of CEO and CFO May 27, 2005.  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 owned two Board of Trade
memberships which he leased.  Also, Mr Weisberg was a minority owner in a stone-
marble cleaning and installtion company, QC Enterprises.

       Mitchell  Lederer- Mr.  Lederer  became our President and board member on
May 27, 2005. He resigned these positions on November 3, 2005. Mr. Lederer holds
a Masters of Business  Administration  from the  University of Chicago  Graduate
School of Business. He holds a Bachelor of Arts in Economics and Government from
Oberlin  College,  Ohio.  Mr.  Lederer's  five year work  history  includes  the
following brief summary of his positions and responsibilities:

       February  2003-Present:  Partner,  Vice  President  of Sales and Business
Development for St. Charles Consulting Group, LLC. St. Charles is a professional
services  company  which  assists  client  companies  achieve  optimum  business
effectiveness  through training and consulting  services.  Mr. Lederer developed
marketing  and sales  initiatives  including  web  presence  and other  business
development and alliance activities.

       December   2001-February  2003:  Director  of  Sales  and  Marketing  for
FluentMedia,  a  division  of the  Tribune  Company.  FluentMedia  is a  content
management  and  licensing  services  company  offering  consulting  services to
corporate client intranet,  extranet and marketing networks and systems.  He was
responsible  for  developing  sales and  marketing  strategies,  pricing,  sales
compensation,  market positioning and financial  metrics.  He created print, web
advertising and trade show presence for the company.

                                       35
<PAGE>

       April  2001-December  2001:  Mr. Lederer was the Director of Sales for EC
Outlook.  EC  Outlook  provides  business-to-business  supply  chain  management
solutions enabling companies to collaborate with their trading partners.  He was
responsible establishing a national sales organization.  His corporate focus was
on the establishment of Global 1000 corporate accounts.

       November  1997-April  2001:  Mr.  Lederer  was  a  Director  of  Business
Development for Arthur  Andersen,  LLP. At Andersen he assumed a leadership role
in the Advanced  Technology  consulting  practice,  Central Region. His business
consulting emphasis was software development (Java, Microsoft), data warehousing
and  infrastructure  technologies.  He lead  partner/manager  selling  teams and
developed sales processes, market positioning and coaching methodologies.

       Jon A.  Darmstadter-  Mr.  Darmstadter  was a  Director  and  CEO of Zkid
Network  Company  until his  resignation  on May 27,  2005.  He had worked as an
officer and director of The  Children's  Beverage  Group,  Inc., a publicly held
corporation.   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.

       Identify Significant Employees.

       Family Relationships. None.

       Involvement  in Certain Legal  Proceedings.  Other than set forth in this
report and as outlined below and in the Legal Proceedings paragraph, to our best
knowledge,  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.

                                       36
<PAGE>

       Legal  Proceedings:  Matter No. 1- On June 18,  2003,  the  Securities  &
Exchange  Commission(SEC) filed a complaint in the Northern District of Illinois
seeking an order of permanent  injunction and other ancillary relief against Jon
Darmstadter.  The complaint  alleges that  Darmstadter,  the President and Chief
Executive Officer of The Children's Beverage Group, Inc., located in Northbrook,
Illinois,  engaged in  unauthorized  purchases and sales of Children's  Beverage
Group stock in a brokerage  account  belonging to one of his employees.  The SEC
alleges  that  unauthorized   purchases  and  sales  violated  the  registration
provisions of the  securities  laws by  distributing  Children's  Beverage stock
through his  employee's  account.  The complaint  seeks a permanent  injunction,
civil penalties and disgorgement against Darmstadter. Mr. Darmstadter has denied
the allegations and is presently attempting to settle the matter. (SEC v. Jon A.
Darmstadter, Civil Action No. 03C-4166, ND Illinois)

       On September 22, 2004, the United States  District Court for the Northern
District of Illinios entered by consent, a Final Judgment and Order of Permanent
Injunction  and other  relief  against  Jon A.  Darmstadter  in that  case.  Mr.
Darmstadter  consented to the entry of the Judgment without admitting or denying
the allegations of the Complaint, except as to the court's jurisdiction;  waived
findings  of fact and  conclusions  of law;  and  waived any right to appeal the
Final Judgement.  Additional information is available from the SEC in Litigation
Release No. 18916 dated October 1, 2004.

       Matter  No.  2- The State of  Illinois,  Secretary  of State,  Securities
Department  has filed a civil  administrative  action  against Jon  Darmstadter,
Little Bell & Company,  LLC and Doug Little alleging that Darmstadter,  together
with Little Bell and Doug Little,  on, or about January  2000,  offered and sold
securities  in eKid  Network.com,  Inc.  and  failed to  deliver  the  shares in
violation  of the  Illinois  Securities  Law of  1953.  The  Secretary  of State
Securities  Department has issued a Temporary  Order of Prohibition  prohibiting
Darmstadter  from  offering  or selling  securities  in or from  Illinois  until
further  order of the  Secretary of State.  This matter was settled in May 2004.
Mr.  Darmstadter  consented by  stipulation  to the consent order of prohibition
without admitting or denying the allegations and conclusions of law.

       Audit Committee

       Currently, we do not have an audit committee; therefore, we have not made
a determination of whether there is a financial expert on such committee.

       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.

       CODE OF ETHICAL CONDUCT

       On March 26,  2003,  our board of  directors  adopted our code of ethical
conduct  that  applies to all of our  employees  and  directors,  including  our
principal executive officer,  principal financial officer,  principal accounting
officer or controller, and persons performing similar functions.

       We believe the adoption of our Code of Ethical Conduct is consistent with
the requirements of the Sarbanes-Oxley Act of 2002.

                                       37
<PAGE>

       Our Code of  Ethical  Conduct  is  designed  to deter  wrongdoing  and to
promote:

       o      Honest and ethical  conduct,  including  the  ethical  handling of
              actual or apparent  conflicts  of interest  between  personal  and
              professional relationships;
       o      Full,  fair,  accurate,  timely and  understandable  disclosure in
              reports and documents  that we file or submit to the  Securities &
              Exchange Commission and in other public communications made by us;
       o      Compliance   with   applicable   governmental   laws,   rules  and
              regulations,
       o      The prompt internal  reporting to an appropriate person or persons
              indentified  in the  code of  violations  of our  Code of  Ethical
              Conduct; and
       o      Accountability for adherence to the Code.

Item 10.      Executive Compensation.

       Presently,  Zkid has one  executive  officer named Donald  Weisberg.  Mr.
Weisberg serves as President, CEO and CFO.

       The following table sets forth the compensation of the executive officers
who served during the fiscal year ending December 31, 2004.

       Summary Compensation Table
                                                                 Long-term
                                     Annual Compensation        Compensation
                                     -------------------    --------------------
                            Fiscal    Salary/               Stock
       Name                  Year      Fees        Bonus    Awards(#) Options(#)
       ----                  ----      ----        -----    --------  ----------


       Donald Weisberg       2004      -0-         -0-        -0-         -0-
       Mitchell Lederer(1)   2004    $54,000       -0-      700,000       -0-
       Jon A. Darmstadter    2004      -0-         -0-        -0-         -0-

       (1) Stock  grant to Mitchell  Lederer  valued at $0.09 Cents per share or
$63,000.  We entered into an employment  agreement with Mitchell  Lederer on May
27, 2004.  The agreement  provided for an annual salary of $180,000,  payable in
dollars $12,000 monthly and $3,000 payable in common stock. Mr. Lederer received
700,000 shares of common stock as a signing bonus and compensation.  Mr. Lederer
resigned November 3, 2004. Mr. Lederer has notified the company of his claim for
$12,882  past due  compensation  and  expenses.  This claim is  outstanding  and
remains unpaid.

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 December 31, 2004.

       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 177,299,709  common
              shares. This number of shares (1) 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. The Darmstadter shares reflects the potential number
              of shares issued and outstanding,  if Mr. Darmstadter's  preferred
              shares were converted.

                                       38
<PAGE>

       Beneficial Ownership of 5%.

       Table 1.
                                                                         (4)
            (1)                 (2)                      (3)           Percent
       Title of Class     Name and Address        Amount and Nature    of Class
       --------------     ----------------        -----------------    --------
       Common             Donald Weisberg            9,179,959            5.17%

       Common             Jon A. Darmstadter        28,385,000(1)        16.0%

       Preferred          Jon A. Darmstadter         1,000,000(2)       100.0%

       (1) This figure excludes  19,800,000 shares which Mr.  Darmstadter agreed
to cancel and return to the corporate treasury.
       (2) Mr. Darmstadter is the holder of 1,000,000 Preferred shares which are
convertible  into  5,000,000  common  shares.  The  figure  above  reflects  the
5,000,000  common shares in his ownership  figure even though no conversion  has
taken place. The preferred shares have thirty (30) votes per share.

       (b)    Security  Ownership of  Management.  Based on  177,299,709  common
              shares as of December 31, 2004.  Mr.  Darmstadter is the holder of
              1,000,000  Preferred  shares which are presently  convertible into
              5,000,000  common shares.  The  Darmstadter  share figure reflects
              these 5,000,000 shares in the total issued and outstanding  figure
              even though no conversion has taken place.

       Table 2.
                                                                         (4)
            (1)                 (2)                      (3)           Percent
       Title of Class     Name and Address        Amount and Nature    of Class
       --------------     ----------------        -----------------    --------
       Common             Donald Weisberg(1)         9,179,959            5.17%

       Common             Mitchell Lederer(2)          700,000            0.39%

       Common             Jon A. Darmstadter(3)     28,385,000(3)        16.0%

                                 Total              38,264,959           21.56%

       Preferred          Jon A. Darmstadter         1,000,000(4)       100.0%

       (1) Mr.  Weisberg  has been our  president  and  member  of the  board of
directors. On May 27, 2005, he was appointed to the offices of CEO and CFO.

       (2) Mr.  Lederer was a member of the board of  directors  and CEO and CFO
until his resignation on November 3, 2004.

       (3) This figure excludes  19,800,000 shares which Mr.  Darmstadter agreed
to cancel and return to the corporate treasury.

       (4) Mr.  Darmstadter was a member of the board of directors and CEO until
his  resignation  on May 27, 2004.  Mr.  Darmstadter  is the holder of 1,000,000
Preferred shares which are convertible into 5,000,000 common shares.  The figure
above reflects the 5,000,000  common shares in his ownership  figure even though
no conversion has taken place.

       ** The preferred shares have thirty (30) votes per share.

(c)    Changes in Control. Not applicable.

Item 12.      Certain Relationships and Related Transactions.

(c)    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.

                                       39
<PAGE>

       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.

       In November 2004, we issued 9,750,000 common shares to Jon A. Darmstadter
as payment in full to retire  outstanding  notes  payable in the total amount of
$487,500.

       On June 20, 2003, the company  acquired  3,000,000 common shares from Jon
A.  Darmstadter  in exchange for a  promissory  note payable in like shares at a
future  date.  The  acquisiton  transaction  was booked at the  original  dollar
issuance of $150,000.  This  acquisition  was performed  because the company had
reached the limits of its authorized common stock capital and it needed to issue
new common shares.

       On July 28, 2003, the company  acquired  3,750,000 common shares from Jon
A.  Darmstadter  in exchange for a  promissory  note payable in like shares at a
future  date.  The  acquisiton  transaction  was booked at the  original  dollar
issuance of $187,500.  This  acquisition  was performed  because the company had
reached the limits of its authorized common stock capital and it needed to issue
new common shares.

       On September 30, 2003, the company acquired  3,000,000 common shares from
Jon A. Darmstadter in exchange for a promissory note payable in like shares at a
future  date.  The  acquisiton  transaction  was booked at the  original  dollar
issuance of $187,500.  This  acquisition  was performed  because the company had
reached the limits of its authorized common stock capital and it needed to issue
new common shares.


Item 13.      Exhibits

(a)    Exhibits

2.0*          Business Combination Agreement
3.0           Certificate  of  Amendment  to Articles of  Incorporation  of Zkid
              Network Company filed January 9, 2004
3.2*          Plan of Merger
3.3*          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
20.1**        Code of Ethical Conduct
23            Consent of Independent Certifying Accountant
31.1          Chief  Executive  Officer-Section  302  Certification  pursuant to
              Sarbanes-Oxley Act.
31.2          Chief Financial  Officer-  Section 302  Certification  pursuant to
              Sarbanes-Oxley Act.
32.1          Chief  Executive  Officer-Section  906  Certification  pursuant to
              Sarbanes-Oxley Act.
32.2          Chief Financial  Officer-  Section 906  Certification  pursuant to
              Sarbanes-Oxley Act.

---------------
* Previously  filed on Form 8-K May 9, 2001. ** Previously  filed on Form 10-KSB
April 15, 2003.

                                       40
<PAGE>

ITEM 14.      Principal Accounting Fees and Services.

       The Company paid or accrued the  following  fees in each of the prior two
fiscal years to its  principal  accountant,  Di Rocco & Company,  C.P.A.  of Ft.
Lauderdale, Florida.

                                                 Year End      Year End
                                                 12-31-04      12-31-03
                                                ----------    ----------
       (a) Audit Fees                           $32,400.00     $8,600.00
       (b) Audit Related Fees                      $0.00         $0.00
       (c) Tax Fees                                $0.00         $0.00
       (d) All other Fees                          $0.00         $0.00
       (e) Total Fees                           $32,400.00     $8,600.00

       The  Company  has no formal  audit  committee.  However,  as  defined  in
Sarbanes-Oxley  Act of 2002,  the entire  Board of  Directors  is the  Company's
defacto audit committee.

       The Company's  principal  accountant,  DiRocco & Company,  C.P.A. did not
engage any other  persons or firms other than the principal  accountant's  full-
time, permanent employees.

                                   SIGNATURES

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

       Dated: May 12, 2005

       Zkid Network Company


       By: /s/ Donald Weisberg
       -----------------------
       Name:  Donald Weisberg
       Title: CEO, CFO


       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.



       By: /s/ Donald Weisberg                          May 12, 2005
       -----------------------
       Name:  Donald Weisberg
       Title: CEO, CFO



                                       41