UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB


(Mark one)

[X]    Quarterly Report Under Section 13 or 15(d) of The Securities Exchange
       Act of 1934

For the quarterly period ending March 31, 2005

[ ]    Transition Report Under Section 13 or 15(d) of The Securities Exchange
       Act of 1934

For the transition period from ______________ to _____________




                              ZKID NETWORK COMPANY
        (Exact name of small business issuer as specified in its charter)

          Nevada                                            91-2027724
 ------------------------                            ------------------------
 (State of incorporation)                            (IRS Employer ID Number)


                   666 Dundee Road #705, Northbrook, Il. 60062
                   -------------------------------------------
                    (Address of principal executive offices)

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



      Securities registered under Section 12 (b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                        Common Stock - $0.001 par value



Check  whether  the issuer  has (1) filed all  reports  required  to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X   No
                                                             ---    ---

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.  Yes     No
                                                  ---    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of March 31, 2005, there were  184,099,709  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format:  Yes     No X
                                                   ---    ---

<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                      Zkid Network Company and Subsidiary
                       (Formerly E.Kidnetwork.com, Inc.)
                         (A Development Stage Company)
                          Consolidated Balance Sheets

                                                                    Unaudited       Audited
                                                                    March 31,     December 31,
                                                                      2005            2004
                                                                  ------------    ------------
<S>                                                               <C>             <C>
                                     ASSETS
                                     ------

Current assets
     Cash and cash equivalents                                    $      3,046    $       --
                                                                  ------------    ------------

          Total current assets                                           3,046            --

Furniture and equipment, net                                            50,734          53,404
                                                                  ------------    ------------

Other assets:
     License, net of accumulated amortization                        1,059,125       1,073,000
     Customer list, net of accumulated amortization                    320,834         340,084
     Deposits                                                            4,317           4,317
                                                                  ------------    ------------
          Total other assets                                         1,384,276       1,417,401
                                                                  ------------    ------------

          Total assets                                               1,438,056       1,470,805
                                                                  ============    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

Current liabilities
     Notes payable                                                      73,333            --
     Notes payable - Stockholders                                       37,136          65,560
     Accounts payable and accrued expenses                             565,009         565,190
                                                                  ------------    ------------

          Total current liabilities                                    675,478         630,750

Stockholders' equity
     Preferred stock 10,000,000 shares authorized at $.001, par
        value, 1,000,000 shares issued and outstanding                   1,000           1,000
     Common stock 500,000,000 shares authorized, $.0001 par
        value, 184,099,709 and 177,299,709 shares issued and            18,411          17,731
        outstanding
     Additional paid in capital                                      9,020,988       8,748,246
     Stock issued at less than par value                                (2,683)         (2,683)
     Accumulated deficit during development stage                   (8,275,138)     (7,924,239)
                                                                  ------------    ------------

          Total stockholders' equity (deficit)                         762,578         840,055
                                                                  ------------    ------------

          Total liabilities and stockholders' equity (deficit)    $  1,438,056    $  1,470,805
                                                                  ============    ============

</TABLE>

                 See accompanying note to financial statements

                                       2
<PAGE>
<TABLE>
<CAPTION>

                      Zkid Network Company and Subsidiary
                       (Formerly E.Kidnetwork.com, Inc.)
                         (A Development Stage Company)
                      Consolidated Statements of Operations
                                  (unaudited)


                                                For the period
                                                from August 25,         For the three months ended
                                               1999 (inception)                  March 31,
                                                  to March 31,     ------------------------------------
                                                     2004                2005                2004
                                               ----------------    ----------------    ----------------
<S>                                            <C>                 <C>                 <C>
Revenues                                       $          8,094    $          2,857    $           --

Expenses
     Research and development                           244,013               2,982                --
     Consulting                                       5,269,954             290,722           1,664,750
     Selling, general and administrative              1,886,194              18,029             173,711
     Officer's compensation                             482,000                --                30,000
     Financing costs                                    256,228               6,228                --
     Depreciation and amortization                      187,343              35,795                 658
                                               ----------------    ----------------    ----------------

          Total expenses                              8,325,732             353,756           1,869,119
                                               ----------------    ----------------    ----------------

          Loss from operations                       (8,317,638)           (350,899)         (1,869,119)

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

          Net loss                                   (8,275,138)           (350,899)         (1,869,119)
                                               ================    ================    ================

Loss per share of common stock
     Basic:                                                0.00               (0.00)              (0.02)
                                               ================    ================    ================

Average number of common shares outstanding:
     Basic                                           79,362,599         184,108,598         112,008,598
                                               ================    ================    ================

</TABLE>


                 See accompanying note to financial statements

                                       3
<PAGE>
<TABLE>
<CAPTION>

                       Zkid Network Company and Subsidiary
                        (Formerly E.Kidnetwork.com, Inc.)
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (unaudited)


                                                           For the period
                                                          from August 25,        For the three months ended
                                                          1999 (inception)                March 31,
                                                            to March 31,     ----------------------------------
                                                                2005               2005               2004
                                                          ---------------    ---------------    ---------------
<S>                                                       <C>                <C>                <C>
Cash flows from operating activities
  Income (loss) from continuing operations                     (8,275,138)   $      (350,899)   $    (1,869,119)
  Adjustments to reconcile net loss to cash
    provided by operating activities:
       Financing costs                                            250,000               --                 --
       Depreciation and amortization                              187,343             35,795                658
       Stock issued for services                                5,273,483            273,422          2,723,730
       Stock issued for officer's compensation                     63,000               --                 --
       Changes in operating assets and liabilities:
           Deposits                                                (4,317)              --               48,000
           Accounts payable and accrued expenses                  605,701               (181)        (1,116,983)
                                                          ---------------    ---------------    ---------------

             Net cash used by operating activities             (1,899,928)           (41,863)          (213,714)

Cash flows from investing activities
   Cash acquired through subsidiary acquisition                   135,000               --                 --
   Acquisition of furniture and equipment                         (68,035)              --               (1,250)
                                                          ---------------    ---------------    ---------------

              Net cash provided by investing activities            66,965               --               (1,250)

Cash flows from financing activities
   Proceeds from notes payable                                     73,333             73,333               --
   Proceeds from issuance of notes to related party             1,194,162              5,500             75,000
   Repayment of notes to related parties                          (33,924)           (33,924)              --
   Increase in due to stockholder                                    --                 --               11,436
   Proceeds from issuane of common stock                          434,438               --              261,186
   Proceeds from issuance of treasury stock                       168,000               --                 --
                                                          ---------------    ---------------    ---------------

             Net cash provided by financing activities          1,836,009             44,909            347,622
                                                          ---------------    ---------------    ---------------

Increase (decrease) in cash and cash equivalents                    3,046              3,046            132,658

Cash and cash equivalents, beginning of year                         --                 --                3,305
                                                          ---------------    ---------------    ---------------

Cash and cash equivalents, beginning of year              $         3,046    $         3,046    $       135,963
                                                          ===============    ===============    ===============

Non-cash investing and financing activities:
Common stock issued for:
  Services                                                $     5,273,483    $       273,422    $     2,723,730
                                                          ===============    ===============    ===============
  Officer's compensation                                  $        63,000    $          --      $          --
                                                          ===============    ===============    ===============

Supplemental information:
  Interest paid                                           $         9,409    $         6,409               --
                                                          ===============    ===============    ===============

</TABLE>


                 See accompanying note to financial statements

                                       4
<PAGE>

                       Zkid Network Company and Subsidiary
                       (Formerly E. Kidnetwork.com, Inc.)
                          (A Development Stage Company)
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2005


Note 1 - Condensed Financial Statements and Footnotes

The interim  financial  statements  presented  herein have been  prepared by the
Company  and  include the  unaudited  accounts  of the  Company and  Subsidiary,
formerly E. Kidnetwork.com, Inc. (the "Company").

These  condensed  financial  statements  have been prepared in  accordance  with
generally accepted accounting  principles for interim financial  information and
the  instructions  to Form  10-QB  and  Item  310(b)  Regulations  S-B.  Certain
information and footnote  disclosures  normally included in financial statements
presented in accordance with generally accepted accounting  principles have been
condensed or omitted.  The Company believes the disclosures made are adequate to
make the  information  presented  not  misleading.  The  condensed  consolidated
financial   statements   should  be  read  in  conjunction  with  the  Company's
consolidated financial statements for the year ended December 31, 2004 and notes
thereto included in the Company's Form 10-KSB.

Note 2 - Basic Loss per Share

Basic  loss  per  share  is the  same  as  diluted  loss  per  share  due to the
anti-dilutive nature of the stock options.

Note 3 - Going Concern

The accompanying  condensed 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. These condensed
consolidated  financial statements show that there are minimal revenues and that
the Company has sustained losses totaling $8,275,138 since inception. The future
of the Company is dependent  upon its ability to identify a  prospective  target
business  and raise the capital it will  require  through the issuance of equity
securities,  borrowings or a  combination  thereof.  The condensed  consolidated
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of  recorded  assets,  or the  amounts  and
classifications  of liabilities that might be necessary in the event the Company
cannot continue in existence.


                                       5
<PAGE>

                       Zkid Network Company and Subsidiary
                       (Formerly E. Kidnetwork.com, Inc.)
                          (A Development Stage Company)
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2005


Note 4 - Equity Transactions

During the three  months  ended March 31,  2005,  the Company  issued  6,800,000
shares of common stock for services valued at $273,422.

Note 5 - Related Party Transactions

At March 31, 2005 the Company owes  $37,136 to related  parties  represented  by
notes payable.















                                       6
<PAGE>

Item 2. 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.

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.

                                       7
<PAGE>

In the  second  quarter  of  2004,  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 all
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.

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.

                                       8
<PAGE>

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.

Item 3. Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures.

As of the end of the reporting  period,  March 31, 2005,  and  subsequent to the
date of this report, we carried out evaluations,  by the Company's  Chairman and
Chief Executive Officer and the Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure  controls and procedures  pursuant to
Rule  13a-15(e) of the  Securities  Exchange Act of 1934 (the  "Exchange  Act"),
which disclosure controls and procedures are designed to insure that information
required to be  disclosed  by a company in the  reports  that it files under the
Exchange Act are recorded,  processed,  summarized and reported  within required
time periods specified by the Securities & Exchange Commission rules and forms.

                                       9
<PAGE>

Based  upon  that  evaluation,  the  Chairman  and the Chief  Financial  Officer
concluded that our disclosure  controls and procedures need improvement and were
not adequately  effective as of January 1, 2005 to ensure timely  reporting with
the Securities and Exchange Commission.

Material weaknesses identified were:

     o    The  Company  currently  has  one  director  comprising  is  board  of
          directors  and  that  same  person,  Donald  Weisberg,   acts  as  the
          President,  Chief Executive and Financial officer.  There are no other
          directors  or  officers   managing   the   Company.   The  Company  is
          understaffed.  This understaffing  prevents proper checks and balances
          in the decision making and operational control of the Company.

     o    The  Company's  corporate   governance  and  disclosure  controls  and
          procedures  do  not  provide   reasonable   assurance   that  material
          transactions  are  timely  and  accurately  reported  in our  Periodic
          Reports  that we file with the  Securities & Exchange  Commission.  In
          particular,  the Company does not have adequate  controls over (1) the
          process  for  authorization  and  issuance of common  shares;  (2) the
          timely disclosure of common stock issuance  transactions;  and (3) the
          process  for   registration   of  shares  on  Form  S-8   registration
          statements.

(b)  Changes in Internal Control.

As  required by Rule  13a-15(d),  the  Company's  Chairman  and Chief  Financial
Officer,  also  conducted  evaluations  of our internal  controls over financial
reporting  to  determine  whether any changes  occurred  during the first fiscal
quarter that have materially  affected,  or are reasonably  likely to materially
affect,  the Company's  internal  control over financial  reporting.  During the
preparation  of the Company's  financial  statements,  as of March 31, 2005, the
Company  has  concluded  that the  current  system of  disclosure  controls  and
procedures  was  not  effective  because  of  the  internal  control  weaknesses
identified above. A material weakness is a control deficiency, or combination of
control  deficiencies,  that  results  in more than a remote  likelihood  that a
material  misstatement of the annual or interim financial statements will not be
prevented or detected.

Specifically,  our  controls  failed to ensure that the issuance of common stock
during the first quarter of 2005 was properly authorized,  disclosed, registered
and issued under the applicable  rules and  regulations  required by law. During
the first quarter of 2005, we issued common stock without restrictive legends to
four individual for contracted  services.  Management believed that these shares
were  to  be  issued  from  employee   benefit  plans  registered  on  Form  S-8
registration  statement.  There were insufficient registered shares available in
employee  benefit  plans when  these  shares  were  issued and no new plans were
registered for these transactions.  We intend to file a post-effective amendment
to a registered  employee  benefit plan thereby  increasing the number of shares
available under that plan.  Additionally,  we failed to disclose the issuance of
unregistered  equity  securities in Current Reports on Form 8-K during the first
quarter of 2005.

As a result our  evaluation,  the Company has  initiated the changes in internal
control also  described  below.  It should be noted that any system of controls,
however  well  designed  and  operated,  can provide  only  reasonable,  and not
absolute,  assurance that the objectives of the system will be met. In addition,
the design of any control system is based in part upon certain assumptions about
the likelihood of future events.

                                       10
<PAGE>

Changes Implemented to Correct Material Weakness:

     o    We have begun to search for a Chief Financial  Officer and one or more
          qualified persons to join our Board of Directors;

     o    We  have  begun  to  develop  operation  checklists  relating  to  the
          authorization,  disclosure,  issuance and registration of common stock
          transactions.  The checklist will provide  evidentiary support of work
          performed and reviewed.  We intend to implement this checklist  before
          any additional common shares are authorized for issuance.

(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.

                           PART II - OTHER INFORMATION

Item 1. 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.

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<PAGE>

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

During the first quarter we offered and sold the following common stock:

1. On January 7, 2005, we issued Marcus  Limberger  1,000,000  common shares for
consulting and marketing  services  valued at $0.048 Cents per share for a total
value of $48,000.

2. On January 7, 2005,  we issued Chris  Wrolsted  1,000,000  common  shares for
software technical consulting valued at $0.048 Cents per share for a total value
of $48,000.

3. On January 10, 2005,  we issued  Thomas R. Raines  300,000  common shares for
legal services valued at $0.047 Cents per share for a total value of $14,100.

4. On January 10, we issued Brian Urlacher 1,000,000 common shares for extending
the Urlacher  Talent  Agreement.  We valued the  transaction at $0.047 Cents per
share for a total value of $47,000.

5. On  February  28,  2005,  we issued  Paul  Urdan  500,000  common  shares for
consulting  and marketing  services  valued at $0.04 Cents per share for a total
value of $20,000.

6. On January 7, 2004, we issued Wellington Capital Management  1,000,000 common
shares  pursuant to consulting  contract  valued at $0.032 Cents per share for a
total value of $32,000.

7. On February 8, 2005, we issued  2,000,000  common shares to Frank Abellan IMP
Trading  Corporation in consideration  for services  relating to consultation on
European markets for our internet  product.  We valued the transaction at $0.038
Cents per share for a total value of $76,000.


The Board of  Directors of the Company  approved the issuance of the  Consultant
shares  identified  in  paragraphs  1-5 above.  These  shares  were to have been
registered on Form S-8 under the Securities Act of 1933, prior to issuance.  The
Company  failed to file the  required  registration  statement.  The shares were
issued without restrictive legends.  The Company is currently  investigating the
circumstances  surrounding  its failure to register  the  Consultant  Shares and
considering  remedies.  (See Part I, Item 3 titled,  Controls and Procedures) No
assurance  can be given,  however,  that the  Company's  failure to register the
Consultant  Shares  under  applicable  securities  laws will not have a material
adverse  effect on the Company,  its  financial  condition or the market for the
Company's common stock.

We believe the securities  identified in paragraphs 6 and 7 above were issued in
a private  transactions  pursuant to Section 4(2) of the Securities Act of 1933,
as amended,  (the  "Securities  Act").  These shares are  considered  restricted
securities  and may not be publicly  resold  unless  registered  for resale with
appropriate   governmental   agencies  or  unless  exempt  from  any  applicable
registration requirements.

Item 3.    Defaults Upon Senior Securities

     None.

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<PAGE>

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

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

Item 5. Other Information

     None.

Item 6.  Exhibits

a)   Exhibits

     Exhibit No.                       Exhibit Name

       31.1         Chief   Executive   and   Financial    Officer-Section   302
                    Certification pursuant to Sarbanes-Oxley Act.

       32.1         Chief   Executive   and   Financial    Officer-Section   906
                    Certification pursuant to Sarbanes-Oxley Act.


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                               ZKID NETWORK COMPANY


Dated: May 27, 2005                             /s/ Donald Weisberg
                                               -------------------------
                                               By: Donald Weisberg
                                               Chief Executive Officer
                                               Chief Financial Officer



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