UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB



(Mark one)

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

                  For the quarterly period ending June 30, 2004

[ ]   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 June 30, 2004,  there were  160,119,709  shares of Common Stock issued and
outstanding.

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

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements


                                TABLE OF CONTENTS




                                                                     PAGE
                                                                  ----------

FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS                                  1

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                        2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                      3 - 4

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                 5 - 8





<PAGE>
<TABLE>
<CAPTION>

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

                                     ASSETS

                                                                    June 30,     December 31,
                                                                      2004           2003
                                                                  -----------    -----------
                                                                  (Unaudited)     (Audited)
<S>                                                               <C>            <C>
Current Assets
  Cash                                                            $     3,879    $     3,305
  Prepaid expense                                                      15,000         69,333
                                                                  -----------    -----------
     Total Current Assets                                              18,879         72,638
                                                                  -----------    -----------

Furniture and Equipment (net)                                          55,637          6,204
                                                                  -----------    -----------

Other Assets
  License (net)                                                     1,100,750           --
  Customer list (net)                                                  49,167           --
  Goodwill                                                            335,000           --
  Deposits                                                              4,317          4,317
                                                                  -----------    -----------
     Total Other Assets                                             1,489,234          4,317
                                                                  -----------    -----------
     Total Assets                                                 $ 1,563,750    $    83,159
                                                                  ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Notes payable - stockholders                                    $   467,250    $   524,250
  Accounts payable and accrued expenses                               526,434      1,643,417
  Due to stockholder                                                   11,436           --
                                                                  -----------    -----------
     Total Current Liabilities                                      1,005,120      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, 160,119,709 and 99,967,209 issued and
   outstanding, respectively                                           16,012          9,997
  Additional paid in capital                                        7,878,465      1,752,064
  Subscription receivable                                                --             --
  Stock issued at less than par value                                  (2,683)        (2,683)
  Accumulated deficit during development stage                     (7,334,164)    (3,844,886)
                                                                  -----------    -----------
     Total Stockholders' Equity (Deficit)                             558,630     (2,084,508)
                                                                  -----------    -----------

     Total Liabilities and Stockholders' Equity                   $ 1,563,750    $    83,159
                                                                  ===========    ===========
</TABLE>

See accompanying summary of notes to unaudited condensed  consolidated financial
statements.

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

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


                                       For the Period
                                       from August 25,     For the Three Months Ended         For the Six Months Ended
                                             1999                    June 30,                          June 30,
                                       (Inception) to    ------------------------------    ------------------------------
                                        June 30, 2004         2004             2003             2004             2003
                                        -------------    -------------    -------------    -------------    -------------
<S>                                     <C>              <C>              <C>              <C>              <C>

Revenue                                 $         887    $         887    $        --      $         887    $        --
                                        -------------    -------------    -------------    -------------    -------------

Expenses
  Research and development                    241,031             --               --               --               --
  Consulting fees                           4,634,232        1,279,815          200,000        2,944,565          200,000
  Selling, general and administrative       1,698,807          223,989            2,576          397,700            6,337
  Officers' compensation                      476,000          101,000             --            131,000             --
  Financing costs                             250,000             --               --               --               --
  Depreciation and amortization                77,481           16,242             --             16,900           13,272
                                        -------------    -------------    -------------    -------------    -------------
     Total Expenses                         7,377,551        1,621,046          202,576        3,490,165          219,609
                                        -------------    -------------    -------------    -------------    -------------

     Net Loss From Operations Before
       Other Income                        (7,376,664)      (1,620,159)        (202,576)      (3,489,278)        (219,609)

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

     Net Loss                           $  (7,334,164)   $  (1,620,159)   $    (202,576)   $  (3,489,278)   $    (219,609)
                                        =============    =============    =============    =============    =============

  Basic loss per share                  $       (0.14)   $       (0.01)   $       (0.00)   $       (0.03)   $       (0.00)
                                        =============    =============    =============    =============    =============

  Weighted average common shares           50,648,586      131,958,265       94,723,802      121,969,391       93,020,506
                                        =============    =============    =============    =============    =============

</TABLE>

See accompanying summary of notes to unaudited condensed  consolidated financial
statements.

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

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

                                                                      For the Period             For the Six Months ended
                                                                      from August 25,                   June 30,
                                                                     1999 (Inception)    ------------------------------------
                                                                     to June 30, 2004            2004                2003
                                                                     ----------------    ----------------    ----------------
<S>                                                                  <C>                 <C>                 <C>
Cash flows from operating activities:
  Net loss                                                           $     (7,334,164)   $     (3,489,278)   $       (219,609)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Financing costs                                                           250,000                --                  --
    Depreciation and amortization                                              77,481              16,900              13,272
    Stock issued for services                                               4,655,061           3,973,980             200,000
    Stock issued for officer's compensation                                    63,000              63,000                --
    Decrease in prepaid expenses                                                 --                69,333                --
    (Increase) decrease in deposits                                            (4,317)               --                 1,265
    Increase (decrease) in accounts payable and accrued expenses              567,126          (1,116,983)                537
                                                                     ----------------    ----------------    ----------------
Net cash used in operating activities                                      (1,725,813)           (483,048)             (4,535)
                                                                     ----------------    ----------------    ----------------

Cash flow from investing activities:
  Cash acquired through subsidiary acquisition                                135,000             135,000                --
  Purchase of furniture and equipment                                         (68,035)             (1,250)               --
                                                                     ----------------    ----------------    ----------------
Net cash provided by investing activities                                      66,965             133,750                --
                                                                     ----------------    ----------------    ----------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                      395,439             395,436                --
  Proceeds from issuance of treasury stock                                    168,000                --                  --
  Proceeds from (repayments) of notes payable - stockholders (net)          1,087,852             (57,000)               --
  Increase in due to stockholder                                               11,436              11,436               4,650
                                                                     ----------------    ----------------    ----------------
Net cash provided by financing activities                                   1,662,727             349,872               4,650
                                                                     ----------------    ----------------    ----------------

Net increase (decrease) in cash                                                 3,879                 574                 115

Cash at beginning of period                                                      --                 3,305                  67
                                                                     ----------------    ----------------    ----------------

Cash at end of period                                                $          3,879    $          3,879    $            182
                                                                     ================    ================    ================

Supplemental Information
------------------------

Interest paid                                                        $           --      $           --      $           --
                                                                     ================    ================    ================

Income taxes paid                                                    $           --      $           --      $           --
                                                                     ================    ================    ================

</TABLE>

See accompanying summary of notes to unaudited condensed  consolidated financial
statements.

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

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





                                                                          For the Period           For the Six Months ended
                                                                          from August 25,                 June 30,
                                                                         1999 (Inception)   -----------------------------------
                                                                         to June 30, 2004           2004               2003
                                                                         ----------------   ----------------   ----------------
<S>                                                                      <C>                <C>                <C>
Non Cash Transactions:

Issuance of common stock to repay notes payable                          $        232,500   $           --     $           --
                                                                         ================   ================   ================

Issuance of common stock to repay stockholders' loans                    $        916,294   $           --     $           --
                                                                         ================   ================   ================

Issuance of common stock for services                                    $      4,655,061   $      3,973,980   $        200,000
                                                                         ================   ================   ================

Issuance of common stock for officer's compensation                      $         63,000   $         63,000   $           --
                                                                         ================   ================   ================

The following  assets were acquired  when the Company purchased
  its subsidiary through the issuance of common stock:

  Cash                                                                   $        135,000   $        135,000   $           --
  Prepaid expenses                                                       $         15,000   $         15,000   $           --
  License                                                                $      1,110,000   $      1,110,000   $           --

The following assets were acquired when the Company completed an asset
 acquistion transaction through the issuance of common stock:


  Equipment                                                              $         55,000   $         55,000   $           --
  Customer list                                                          $         50,000   $         50,000   $           --
  Goodwill                                                               $        495,000   $        495,000   $           --

</TABLE>

See accompanying summary of notes to unaudited condensed  consolidated financial
statements.

                                      -4-
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

1. Presentation of Interim Information

The accompanying  interim condensed  consolidated  financial  statements of Zkid
Network  Company  and   Subsidiary,   formerly   E.Kidnetwork.com,   Inc.,  (the
"Company"),   have  been  prepared  in  conformity  with  accounting  principles
generally  accepted in the United  States,  consistent in all material  respects
with those  applied in the  Company's  annual report on Form 10-KSB for the year
ended December 31, 2003.  The interim  financial  information is unaudited,  but
reflects  all normal  adjustments,  which  are,  in the  opinion of  management,
necessary  to  provide a fair  statement  of  results  for the  interim  periods
presented.  The interim condensed  consolidated  financial  statements should be
read in connection with the financial  statements in the Company's annual report
on Form 10-KSB for the year ended December 31, 2003.

The  Company's  condensed   consolidated  financial  statements  and  notes  are
presented as permitted by Form 10-QSB,  and do not contain  certain  information
included in the Company's  audited  financial  statements and notes for the year
ended December 31, 2003.

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.

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 no revenues and current
liabilities  exceed  current  assets by $986,241 and $2,095,029 at June 30, 2004
and December 31, 2003, respectively. 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  classifications of
recorded assets, or the amounts and  classification of liabilities that might be
necessary in the event the Company cannot continue in existence.

4. Notes Payable

The Company is indebted  to a  corporate  stockholder  in the amount of $30,000.
Payment is due on demand and bears interest at 8.0% per year.

5. Equity Transactions

On April 2, 2004,  the Company issued 100,000 shares of common stock for cash of
$10,392 and consulting services provided to the Company. The stock was valued at
$0.17 per share, or $17,000, which represents the fair market value of the stock
at that date.

                                      -5-
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004


5. Equity Transactions (continued)

On April 14,  2004,  the  Company  received  cash of  $13,750  in  payment  of a
subscription receivable balance.

On April 30,  2004,  the  Company  issued  9,000,000  shares of common  stock to
acquire 100% of the outstanding common of Web Safe Technologies,  Inc. ("WSTI").
At the conclusion of the  acquisition  WSTI became a wholly owned  subsidiary of
Zkid with all its assets,  liabilities,  equity,  revenues,  and expenses  being
consolidated into Zkids condensed consolidated  financial statements.  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 (Note 6).

On April 30,  2004,  the  Company  issued  900,000  shares  of common  stock for
consulting  services provided to the Company.  The stock was valued at $0.14 per
share, or $126,000,  which represents the fair market value of the stock at that
date.

On May 5, 2004,  the Company  issued  100,000 shares of common stock for cash of
$9,000 and services  provided to the Company.  The stock was valued at $0.15 per
share, or $15,000,  which  represents the fair market value of the stock at that
date.

On May 5, 2004, the Company received cash of $6,500 in payment of a subscription
receivable balance.

On May 10, 2004,  the Company  issued  500,000  shares of common stock for legal
services  provided to the Company.  The stock was valued at $0.13 per share,  or
$65,000, which represents the fair market value of the stock at that date.

On May 20, 2004,  the Company  issued 100,000 shares of common stock for cash of
$6,500 and services  provided to the Company.  The stock was valued at $0.12 per
share, or $12,000,  which  represents the fair market value of the stock at that
date.

On May 26, 2004, the Company issued  4,000,000 shares of common stock to acquire
certain assets from an unrelated third party.  The stock was valued at $0.11 per
share, or $440,000,  which represents the fair market value of the stock at that
date (Note 6).

On May 26,  2004,  the  Company  issued  2,675,000  shares of  common  stock for
services  provided to the Company.  The stock was valued at $0.11 per share,  or
$294,250, which represents the fair market value of the stock at that date.

On May  26,  2004,  the  Company  issued  700,000  shares  of  common  stock  as
compensation to the Chief Executive Officer of the Company. The stock was valued
at $0.09 per share,  or $63,000,  which  represents the fair market value of the
stock at that date.

On June 3, 2004,  the Company  issued 400,000 shares of common stock for cash of
$28,000 and services provided to the Company.  The stock was valued at $0.14 per
share, or $56,000,  which  represents the fair market value of the stock at that
date.


                                      -6-
<PAGE>

                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004


5. Equity Transactions (continued)

On June 3, 2004,  the Company  issued 100,000 shares of common stock for cash of
$6,876 and services  provided to the Company.  The stock was valued at $0.14 per
share, or $14,000,  which  represents the fair market value of the stock at that
date.

On June 17,  2004,  the  Company  issued  6,000,000  shares of common  stock for
services  provided to the Company.  The stock was valued at $0.12 per share,  or
$720,000, which represents the fair market value of the stock at that date.

On June 22, 2004, the Company issued  16,102,500 shares of common stock pursuant
to a 10% stock dividend  authorized by the Company's  board of directors for all
stockholders of record as of June 8, 2004.

6. Mergers and Acquisitions

Web Safe Technologies, Inc.:

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.

The  preliminary  allocation  of the  purchase  price has been made to the major
categories of assets and liabilities in the accompanying  condensed consolidated
financial  statements,  of which  $1,110,000  was  allocated  to license,  which
represents  managements  best  estimate  of the fair value of the license at the
date of acquisition.  The final  allocation may differ from the amounts included
in the accompanying condensed consolidated financial statements. The license was
assigned a useful  life of 20 years and is being  amortized  using the  straight
line method of accounting.  Amortization expense of $9,250 has been recorded for
the six months ended June 30, 2004.

The following  table reflects the estimated fair value of the assets acquired in
the purchase of WSTI:

                  Cash                  $   135,000
                  Prepaid expense            15,000
                  License                 1,110,000
                                        -----------

                                        $ 1,260,000
                                        ===========





                                      -7-
<PAGE>



                       ZKID NETWORK COMPANY AND SUBSIDIARY
                        (FORMERLY E.KIDNETWORK.COM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004


6. Mergers and Acquisitions (continued)

Asset Acquisition:

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 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 in 12 months time no
adjustment has been reflected in the financial statements.

The  preliminary  allocation  of the  purchase  price has been made to the major
categories of assets and liabilities in the accompanying  condensed consolidated
financial  statements,  of which $50,000 was  allocated to the  customer,  which
represents  managements  best estimate of the fair value of the customer list at
the date the assets  were  acquired.  The final  allocation  may differ from the
amounts  included  in  the   accompanying   condensed   consolidated   financial
statements. The customer list was assigned a useful life of 5 years and is being
amortized using the straight line method of accounting.  Amortization expense of
$833 has been recorded for the six months ended June 30, 2004.

The following  table  reflects the estimated  fair value of the assets  acquired
from USURF:

                  Office equipment     $    55,000
                  Customer list             50,000
                  Goodwill                 335,000
                                       -----------

                                       $   440,000
                                       ===========


                                      -8-
<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.

                                      -9-
<PAGE>

In the 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  completive  and will
require a high degree of funding and execution.

Our  short-term  cash  requirements  are  approximately  $20,000 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.  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 3.     Controls and Procedures

(a)      Evaluation  of Disclosure Controls and Procedures.

         Within the 90 days prior to the date of this  Quarterly  Report for the
period ended June 30, 2004,  the Company  carried out an  evaluation,  under the
supervision  and  with  the  participation  of  our  management,  including  the
Company's  former Chairman and Chief  Executive  Officer and the Chief Financial
Officer,  Jon Darmstadter,  of the  effectiveness of the design and operation of
our disclosure controls and procedures pursuant to Rule 13a-14 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 is  recorded,
processed, summarized and reported within required time periods specified by the
SEC's rules and forms.  Based upon that  evaluation,  the former Chief Executive
and Financial Officer concluded that our disclosure controls and procedures were
effective  in timely  alerting  them to  material  information  relating  to the
Company required to be included in the Company's period SEC filings.

(b) Changes in Internal Control.

         Subsequent to the date of such  evaluation as described in subparagraph
(a) above,  there were no significant  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.

                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

         None.

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

         During the quarter covered by this Report,  we authorized,  offered and
sold the  following  securities  pursuant to  exemptions  from the  registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").

         On April 30, 2004, we authorized the issuance  9,000,000  common shares
in  exchange  for all of the issued and  outstanding  capital  stock of Web Safe
Technologies,  Inc. The transaction  value was $1,260,000 based on a share price
of $0.14 per share.

         On April 30, 2004, we authorized  the issuance of 900,000 common shares
to Aware Capital  Consultants,  Inc. for business  consultation  relating to our
acquisition  of Web  Safe  Technologies,  Inc.  The  transaction  value  for the
services was $126,000 based on a share price of $0.14 per share.


                                      -11-
<PAGE>

         On  May  26,  2004,  we  issued   4,000,000   common  shares  to  Usruf
Communications,  Inc. for assets used or useful  relating to their  child-safety
software  business.  The stock was valued at Fifteen  ($0.15) Cents per share or
$600,000.  We are  obligated to make an adjustment to the total number of shares
issued to Usurf in the on, or about May 31,  2005,  so that the total price paid
in stock equals $600,000.

         On May 26, 2004, we issued  2,675,000 to W&O  Enterprises for financial
consulting services valued at $294,250.

         We believe the shares issued above were issued in 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.

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 and Reports on Form 8-K

a)       Exhibits

         Exhibit No.             Exhibit Name

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

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

(b) Reports on Form 8-K.  During this quarter we filed the following  reports on
Current Report Form 8-K: (1) May 27, 2004  reporting  Items 2 and 7, (2) May 27,
2004  reporting Item 5, (3) June 10, 2004 reporting Item 5 and (4) June 21, 2004
reporting Items 2 and 7.


                                      -12-
<PAGE>

                                   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: August 20, 2004                           By:  /s/ Mitchell Lederer
                                                     ---------------------------
                                                     Mitchell Lederer
                                                     Chief Executive Officer
                                                     Chief Financial Officer













                                      -13-