UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 2005

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from __________ to __________

                        Commission File Number: 000-29611

                          THE CHILDREN'S INTERNET, INC.
                          -----------------------------
        (Exact name of small business issuer as specified in its charter)

            Nevada                                              20-1290331
          ----------                                            -----------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

            5000 Hopyard Rd., Suite 320, Pleasanton, California 94588
            ---------------------------------------------------------
                    (Address of principal executive offices)

                                 (925) 737-0144
                                 --------------
                           (Issuer's telephone number)


                ------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of October 31, 2005, the number of shares of common stock issued and
outstanding was 26,842,138.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


<PAGE>

                          THE CHILDREN'S INTERNET, INC

                                      INDEX

                                                                           Page
                                                                          Number

PART I - FINANCIAL INFORMATION                                                1

Item 1.  Financial Statements (Unaudited)                                     1

         Unaudited Balance Sheet - September 30, 2005                         1

         Unaudited Statements of Operations - For the nine months and three   2
         months ended September 30, 2005 and 2004, and the period from
         inception to September 30, 2005

         Unaudited Statements of Cash Flows - For the nine months             3
         ended September 30, 2005 and 2004, and the period from
         inception to September 30, 2005

         Notes to Unaudited Financial Statements                              4

Item 2.  Management's Discussion and Analysis of Financial
         Conditions and Plan of Operation                                     8

Item 3.  Controls and Procedures                                              12

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                    13
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          14
Item 6.  Exhibits and Reports on Form 8-K                                     15

SIGNATURES                                                                    15


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                          THE CHILDREN'S INTERNET, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                               September 30, 2005
                                   (Unaudited)

                                      ASSETS
Current Assets:
     Cash                                                          $     13,956
     Deposit Held in Escrow                                              37,378
                                                                   ------------
                Total Current Assets                                     51,334
                                                                   ------------

Equipment:
     Equipment at Cost                                                    7,030
     Accumulated Depreciation                                              (263)
                                                                   ------------
                Book value of Equipment                                   6,767
                                                                   ------------

Other Assets:
     Deferred Charges - Related Company                               5,670,000
     Deferred Tax Asset (net of valuation allowance of
       $543,561)                                                             --
                                                                   ------------
TOTAL ASSETS                                                       $  5,728,101
                                                                   ============

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts Payable and Accrued Expenses                         $    117,361
     Accrued Officer's Salary                                           135,000
     Income Taxes Payable                                                 2,640
                                                                   ------------
                Total Current Liabilities                               255,001
                                                                   ------------
Long-Term Liabilities:
     Due to Parent Company                                              372,826
                                                                   ------------
TOTAL LIABILITIES                                                       627,827
                                                                   ------------

COMMITMENTS AND CONTINGENCIES                                                --
                                                                   ------------

STOCKHOLDERS' EQUITY
     Preferred Stock, $0.001 par value; 10,000,000 shares
       authorized; zero shares issued and outstanding                        --
     Common stock, $0.001 par value; 75,000,000 shares
       authorized; 26,834,138 shares issued and outstanding              26,834
     Additional paid-in capital                                       7,865,799
     Deficit accumulated during the development stage                (2,792,359)
                                                                   ------------
TOTAL STOCKHOLDERS' EQUITY                                            5,100,274
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $  5,728,101
                                                                   ============


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


                                       1
<PAGE>

                          THE CHILDREN'S INTERNET, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      For the Three Months              For the Nine Months
                                                      Ended September 30,               Ended September 30,              From
                                                ------------     ------------     ------------     ------------       Inception
                                                    2005              2004            2005             2004            to Date
                                                ------------     ------------     ------------     ------------     ------------
                                                                  (restated)                        (restated)
                                                                 ------------                      ------------
<S>                                             <C>              <C>              <C>              <C>              <C>
REVENUE                                         $         --     $         --     $         --     $         --     $         --

General and Administrative Expenses                  207,345          105,180          986,225          287,449        2,789,159
                                                ------------     ------------     ------------     ------------     ------------
Operating Loss before provision for
   income taxes                                     (207,345)        (105,180)        (986,225)        (287,449)      (2,789,159)

Provision for Income Taxes                                --               --              800              800            3,200
                                                ------------     ------------     ------------     ------------     ------------
NET LOSS                                        $   (207,345)    $   (105,180)    $   (987,025)    $   (288,249)    $ (2,792,359)
                                                ============     ============     ============     ============     ============


Net Loss per Common Share, after giving
retroactive effect to 2 for 1 stock split on
March 11, 2005, to the periods ended
September 30, 2004
            - basic and diluted                 $      (0.01)    $      (0.01)    $      (0.04)    $      (0.02)    $      (0.40)
                                                ============     ============     ============     ============     ============

Weighted Average Number of
Common Shares Outstanding                         26,819,750       13,523,510       24,606,115       13,523,510        6,953,611
                                                ============     ============     ============     ============     ============

                                                                    PRO FORMA INCOME DATA

Net Loss as reported (2004 restated)            $   (207,345)    $   (105,180)    $   (987,025)    $   (288,249)
Effect of errors corrected (net of tax)                   --          (17,240)              --           12,131
                                                ------------     ------------     ------------     ------------
Net Loss previously reported                    $   (207,345)    $   (122,420)    $   (987,025)    $   (276,118)
                                                ============     ============     ============     ============

Net Loss previously reported per Common
Share, after giving retroactive effect
to 2 for 1stock split on March 11, 2005,
to the periods ended September 30, 2004
            - basic and diluted                 $      (0.01)    $      (0.01)    $      (0.04)    $      (0.02)
                                                ============     ============     ============     ============
</TABLE>


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


                                       2
<PAGE>

                          THE CHILDREN'S INTERNET, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
      For the Nine Months Ended September 30, 2005, 2004 and From Inception
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                Restated         Inception
                                                                 2005             2004            to Date
                                                             ------------     ------------     ------------

CASH FLOWS USED IN OPERATING ACTIVITIES:
<S>                                                          <C>              <C>              <C>
Net Loss                                                     $   (987,025)    $   (288,249)    $ (2,792,359)

Adjustments to reconcile net loss to net cash
  used in operating activities:

     Depreciation on equipment                                        263               --              263
     Services paid with bargain stock option                      315,000               --          315,000
     Shares issued for services                                   119,760               --          695,116
     Services performed as capital contribution                        --          135,000          595,000
     Expenses paid by former officer on behalf of company              --               --            5,000
     Increase in current assets -
         Deposit Held in Escrow                                   (37,378)              --          (37,378)
     Increase in current liabilities -
         Accounts Payable and Accrued Expenses                     41,118            9,771          120,001
         Accrued Officer's Salary                                 135,000               --          135,000
                                                             ------------     ------------     ------------

Net cash used in operating activities                            (413,262)        (143,478)        (964,357)
                                                             ------------     ------------     ------------

CASH USED IN INVESTING ACTIVITIES:
         Acquisition of equipment                                  (7,030)              --           (7,030)
                                                             ------------     ------------     ------------

Net cash used in investing activities                              (7,030)              --           (7,030)
                                                             ------------     ------------     ------------

CASH PROVIDED BY FINANCING ACTIVITIES:
     Issuance of common stock                                          --               --          155,605
     Advances from parent company, net                            434,248          143,478          829,738
                                                             ------------     ------------     ------------

Net cash provided by financing activities                         434,248          143,478          985,343
                                                             ------------     ------------     ------------

Net change in cash and cash equivalents                            13,956               --           13,956

Cash and cash equivalents - beginning of period                        --               --               --

                                                             ------------     ------------     ------------
Cash and cash equivalents - end of period                    $     13,956     $         --     $     13,956
                                                             ============     ============     ============
</TABLE>


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


                                       3
<PAGE>

                          THE CHILDREN'S INTERNET, INC.
                          (A Development Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

The Children's Internet, Inc. [(formerly D.W.C. Installations) ("Company")] was
incorporated under the laws of the State of Nevada on September 25, 1996.

On July 3, 2002, Shadrack Films, Inc. (Parent Company) purchased 2,333,510 newly
issued post-split shares of our common stock for $150,000, thereby obtaining a
majority ownership interest and becoming our parent company. Total issued and
outstanding shares were increased to 4,575,510 post-split shares as a result of
this sale.

On October 11, 2002, 8,948,000 newly issued restricted post-split shares of
common stock were issued as a debt financing fee.

During the nine months ended September 30, 2005, an additional 13,310,628
restricted post-split shares of common stock were issued as explained in Notes 2
and 3, bringing the total of the Company's issued and outstanding post-split
shares to 26,834,138 at September 30, 2005.

Development Stage Enterprise

The Company is a development stage enterprise as defined by Statement of
Financial Accounting Standards (SFAS) No. 7, "Accounting and Reporting by
Development Stage Enterprises." All losses accumulated since the inception of
the Company (formerly D.W.C. Installations) have been considered as part of the
Company's development stage activities.

Additionally, the Company is a development stage company because we are devoting
the majority of our efforts to activities focused on marketing The Children's
Internet(R) service and on financial planning, raising capital, developing sales
strategies and new marketing materials and implementing our business plan.
Therefore, the Company is considered to be a development stage company in that
its planned principal operations have commenced, but there have been no
significant revenues earned by the Company to date.

Additionally, the Company is not a shell company as defined in Rule 12b-2 of the
Exchange Act.

Interim Financial Information

The accompanying unaudited interim financial statements have been prepared by
the Company in accordance with accounting principles generally accepted in the
United States of America pursuant to Regulation S-B of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted. Accordingly, these interim financial statements should be
read in conjunction with the Company's audited financial statements and related
notes as contained in the Company's Form 10-KSB for the year ended December 31,
2004. In the opinion of management, the interim financial statements reflect all
adjustments, including normal recurring adjustments, necessary for fair
presentation of the interim periods presented. The results of operations for the
nine months ended September 30, 2005 are not necessarily indicative of results
of operations to be expected for the full year.


                                       4
<PAGE>

Going Concern

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. As reflected in
the accompanying financial statements, the Company had net losses and a negative
cash flow from operations for the nine months ended September 30, 2005. These
factors raise substantial doubt about its ability to continue as a going
concern. The ability of the Company to continue as a going concern is dependent
on the Company's ability to raise additional funds and implement its business
plan. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

NOTE 2 - RELATED PARTY TRANSACTIONS

Services Provided

On January 26, 2005, the Company's Board of Directors resolved that starting
January 1, 2005, all salary due and payable to the Company's President, Chief
Executive Officer, Chief Financial Officer, and Director, Sholeh Hamedani, would
be accrued when earned. The decision will be made at the end of each year
whether to make the payment in cash, shares of the Company's restricted common
stock, or a combination of both. Accordingly, for the nine months ended
September 30, 2005, $135,000 has been accrued and charged to General and
Administrative Expense. During the nine months ended September 30, 2004, Sholeh
Hamedani provided services to the Company at a fair market value of $135,000,
which was contributed to Additional Paid-in Capital. Accordingly, she will not
seek payment for the services provided during that period.

Advances

In February 2005, the Company owed Shadrack Films, Inc., our parent company,
approximately $457,000 representing loans made by Shadrack to the Company since
activating the development stage on July 3, 2002 when it agreed to fund all of
the Company's operations. On February 15, 2005, the Company's Board of Directors
authorized and approved the conversion of the debt owed by the Company to
Shadrack, into 13,054,628 post-split shares of the Registrant's restricted
common stock at a conversion price of $.07 per share which was based upon the
only recorded direct sale of shares by the Company to date which occurred in
July of 2002.

Shadrack Films, Inc. is an entity owned and controlled by the Company's
President, Chief Executive Officer, Chief Financial Officer and Chairman of the
Board, Sholeh Hamedani, who is the sole officer, director and shareholder of
Shadrack. Shadrack also owned 2,333,510 post-split shares of the Company's
common stock, of which it sold 1,276,150 of its restricted shares in reliance on
an exemption from registration pursuant to Section 4 (1-1/2) of the Securities
Act of 1933, to approximately 130 investors between July 2004 and June 2005. In
addition, Shadrack paid for services valued at $35,000 with 70,000 restricted
shares of the Company's common stock. None of the restrictive legends have been
removed. Together with the 13,054,628 post-split shares issued upon conversion
of the debt, Shadrack owns an aggregate of 14,041,988 post-split shares of the
Company's common stock or 52.3% without giving effect to any presently
exercisable options.


                                       5
<PAGE>

Beneficial Ownership

The Company, Shadrack and Two Dog Net, Inc. (TDN), are related parties, in that,
the Company's President, Chief Executive Officer, Chief Financial Officer, and
Director, Sholeh Hamedani, is the sole shareholder of Shadrack which as of
September 30, 2005 owns 52.3% of the Company's common stock. Ms. Hamedani was
President of TDN until she resigned on August 1, 2002 and is a 10% shareholder
of TDN. In addition, the current President, Chairman and Founder of TDN, Nasser
Hamedani, is the father of the Company's President, Chief Executive Officer,
Chief Financial Officer, and Director, Sholeh Hamedani.

Licensing Agreement

On February 15, 2005, the Company's Board of Directors authorized and approved
an amendment to the Wholesale Sales and Marketing Agreement between the Company
and Two Dog Net, Inc., dated March 3, 2003. The amended license agreement
reduces the license fee for The Children's Internet(R) technology payable to TDN
from $3.00 to $1.00 per monthly subscription. In consideration for the reduction
of the fee, the Company granted TDN or its designees, an option to purchase the
Company's currently restricted common stock as described below.

Stock Options Granted

As noted above, on February 15, 2005, the Company issued an option to purchase
up to 18,000,000 shares of the Company's restricted common stock at an exercise
price of $0.07 per share which was based upon the only recorded direct sale of
shares by the Company to date which occurred in July of 2002, and a full value
of $5,670,000 if all the options were to be converted. The Option is
exercisable, in whole or in part at any time and from time to time, for a period
of five years from the date of grant. The Option also provides TDN with
"piggyback" registration rights for all shares underlying the Option on any
registration statement filed by the Company for a period of one year following
any exercise of the Option.

Also on February 15, 2005, the Company's Board of Directors granted Tyler
Wheeler, the Company's Chief Software Architect Consultant and a director, an
option to purchase up to 1,000,000 shares of the Company's restricted common
stock at an exercise price of $0.07, and a full value of $315,000 if all the
options were to be converted. The option is exercisable, in whole or in part at
any time and from time to time, for a period of five years from the date of
grant.

Both options to purchase Company shares were valued at $0.315 per share. Both of
the above options were valued using the Black-Scholes option pricing model,
which was developed for estimating the fair value of traded options, and taking
into account that all of the acquirable shares are restricted.


                                       6
<PAGE>

NOTE 3 - COMMITMENTS AND CONTINGENCIES

On February 25, 2005, the Company entered into a one-year agreement with
Crosslink Financial Communications, Inc., a California corporation, for
consulting services related to stockholder communications and public relations
with existing shareholders, brokers, dealers and other investment professionals.
As compensation for these services, Crosslink received 200,000 restricted shares
of the Company's common stock valued at $0.33 per share, monthly stock
compensation of 8,000 restricted shares of common stock, and $5,000 per month
from which Crosslink will pay for complementary services (e.g., other mailing
services, email services, data base extensions) of not less than $1,500 per
month up to an average of $2,500 per month. During the nine months ended
September 30, 2005, Crosslink had received a total of 256,000 restricted shares
of the Company's common stock under this agreement.

On August 23, 2005, the Company signed a client services agreement with Mercury
Media of Santa Monica, CA. to exclusively manage the distribution of the
Company's television infomercials. Mercury Media is an advertising agency that
specializes in purchasing airtime for different types of direct response
advertising. The term of the contract is annual until terminated by either party
by written notice of not less than 30 days. For media time bookings under this
contract, the Company will pay a 10% commission on the gross amount charged by
broadcast, satellite or cable television outlets.

NOTE 4 - COMMON STOCK

On February 15, 2005, the Company's Board of Directors authorized a 2 for 1
forward split of the Company's issued and outstanding common stock to
shareholders of record on March 7, 2005, in the form of a 100% stock dividend.
The effective date of the forward split was March 11, 2005.

NOTE 5 - INCOME TAXES

State Franchise Taxes have been recorded as an expense. All returns due have
been filed and the 2005 tax was paid when due. The Company has made a provision
for the amount due for 2002 through 2004 and is awaiting notification by the
Franchise Tax Board of the actual amount owed. In management's opinion, the
amount set aside is adequate to cover the tax due, including any additional
charges for interest and penalties.

NOTE 6 - NON-MONETARY TRANSACTIONS

Deferred Charge

As explained in Note 2, the Company's Board of Directors granted an option to
Two Dog Net, Inc. to purchase currently restricted common shares. This option
was valued at $5,670,000. This amount has been recorded as a deferred charge and
will be amortized into expense as subscription revenues are recognized.

Non-employee Compensation

As explained in Note 2, the Company's Board of Directors granted an option to
Tyler Wheeler, to purchase restricted common shares. This option was valued at
$315,000. This amount has been recorded as an expense for services and is
included with general and administrative expenses in the Company's Statement of
Operations for the nine months ended September 30, 2005.


                                       7
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION

The following discussion and analysis should be read in conjunction with our
financial statements, including the notes thereto, appearing elsewhere in this
Report.

Forward-Looking Statements

The following information contains certain forward-looking statements of
management of the Company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may," "could," "expect," "estimate," "anticipate," "plan,"
"predict," "probable," "possible," "should," "continue," or similar terms,
variations of those terms or the negative of those terms. The forward-looking
statements specified in the following information have been compiled by our
management on the basis of assumptions made by management and considered by
management to be reasonable. Our future operating results, however, are
impossible to predict and no representation, guaranty, or warranty is to be
inferred from those forward-looking statements.

Critical Accounting Policies and Estimates

The Company's financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The preparation of
these financial statements requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Selected Financial Data

The following selected statement of operations and balance sheet data for the
period from September 25, 1996, the date of our inception, through September 30,
2005 and for the nine months ended September 30, 2005 as compared to the nine
months ended September 30, 2004 were derived from our financial statements and
notes thereto included in this report which are unaudited. Historical results
are not necessarily indicative of results that may be expected for any future
period. The following data should be read in conjunction with "Plan of
Operation" and our unaudited financial statements, including the related notes
to the financial statements.


                                       8
<PAGE>

--------------------------------------------------------------------------------
                                                                 For the period
                                                                 from September
                                                                    25, 1996
                                 For the nine     For the nine     (inception)
                                 months ended     months ended       through
                                 September 30,    September 30,   September 30,
                                     2005             2004            2005
--------------------------------------------------------------------------------
Statement of Operations Data
--------------------------------------------------------------------------------
Net sales                                 --               --               --
--------------------------------------------------------------------------------
Operating expenses              $    986,225     $    287,449     $  2,789,159
--------------------------------------------------------------------------------
Operating loss                  ($   986,225)    ($   287,449)    ($ 2,789,159)
--------------------------------------------------------------------------------
Net loss                        ($   987,025)    ($   288,249)    ($ 2,792,359)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                              As of September 30, 2005
--------------------------------------------------------------------------------
Balance Sheet Data:
--------------------------------------------------------------------------------
Total assets                                         $5,728,101
--------------------------------------------------------------------------------
Total liabilities                                    $  627,827
--------------------------------------------------------------------------------
Total stockholders' equity                           $5,100,274
--------------------------------------------------------------------------------

Plan of Operation

The plan of operation should be read in conjunction with the Company's financial
statements, including the notes thereto, appearing elsewhere in this Report.

On September 10, 2002, we entered into a License Agreement with Two Dog Net for
an exclusive worldwide license to market and sell The Children's Internet(R)
service. However, because this agreement did not reflect the intent of the
parties, we replaced the royalty and license agreement with a Wholesale Sales &
Marketing Agreement dated March 3, 2003. The new agreement provides for us to be
the exclusive marketers of Two Dog Net's proprietary and patent pending secured
Internet service for pre-school to junior high school aged children called The
Children's Internet(R). We further amended this agreement in February 2005 to
decrease the per user fee from $3.00 to $1.00. In consideration for this
decrease, Two Dog Net was granted an option to acquire 18,000,000 post-split
shares of the Company's restricted common stock at an exercise price of $.07 per
share for five years from the date of grant. The shares underlying the option
have "piggyback" registration rights for a period of one year following any
exercise of the option.

We believe The Children's Internet(R) service provides completely safe,
unrestricted live access to the Internet. The cornerstone of our consumer
marketing plan is a national television advertising campaign which includes a
30-minute infomercial that was produced over a two-year period of time by Two
Dog Net. We intend to utilize the infomercial to introduce The Children's
Internet(R) service to the public, as well as build brand recognition and
generate customer subscriptions. We plan to first conduct a media test. We
believe the results from the media test will give us the platform to launch the
advertising campaign on a national basis thereafter and be the basis for the
ongoing infomercial media schedule anticipated for 2006.

In a Stock Purchase Agreement dated October 11, 2002, our original shareholders
sold then 2,237,000 post-split shares of our common stock to various purchasers,
two of whom are related parties to our management, Nasser Hamedani, Sholeh
Hamedani's father, and Soraiya Hamedani, Sholeh Hamedani's sister. Some of these
purchasers were introduced to the original shareholders by Sholeh Hamedani, our
President, Chief Financial Officer, and a Director.


                                       9
<PAGE>

Simultaneously, the Company entered into a Loan Agreement with five
shareholders, none of whom was an affiliate of the Company, nor a shareholder of
Shadrack. These Shareholders then loaned some of the proceeds to Two Dog Net,
which in turn loaned some of these funds to our parent company, Shadrack, which
in turn has loaned the Company all of its operating capital to date. In
consideration for this agreement, each such shareholder or their designee, was
issued four shares of the Company's restricted common stock in exchange for
every one freely tradable share owned by the five shareholders, as a debt
financing fee.

As of September 30, 2005, we had net loss from inception of approximately
$2,792,000, of this amount, approximately $595,000 represents the estimated fair
market value for the cost of wages, if paid, for the services rendered by our
President, Chief Executive Officer and an outside consultant (we have recorded
these amounts for the cost of wages, since they did not charge the Company, as
additional paid in capital), $859,000 represents professional fees such as legal
and accounting expenses, $575,000 represents a debt financing fee, $315,000
represents officers compensation for which options to purchase common stock were
issued, $135,000 represents accrued officers compensation and the balance of
$313,000 consists primarily of occupancy and telecommunications costs including
internet costs. To date, our parent company, Shadrack, has funded all of our
expended costs.

Currently, we are dependent on funding from Shadrack for our current operations
and for providing office space and utilities that, for the nine months ended
September 30, 2005, averaged $10,400 per month in operating costs, exclusive of
professional fees and time donated by employees. The accrued account payable due
to Shadrack Films is an open account payable. Currently, the accrued balance of
this account is approximately $373,000. Shadrack is under no obligation to
continue to fund our operations and could stop at any time without notice. We
estimate that we need a minimum of $350,000 in cash to continue our operations
for the next twelve months. At February 15, 2005, the amount due Shadrack was
approximately $457,000. Consequently on February 15, 2005, the Company's Board
of Directors authorized the conversion of all debt owed to Shadrack of
approximately $457,000 into 13,054,628 post-split shares of restricted common
stock at a conversion price of $0.07 per share.

Where practicable we plan to contract with third party companies to market The
Children's Internet service as well as to provide administrative support
services such as billing, level one technical support, and the like. We have
already entered into two agreements with Infolink Communications, Ltd, a third
party company, for the marketing of our service. However, there is no assurance
that we will be able to enter into additional arrangements for marketing and
administrative support services.

On February 25, 2005, we entered into a Consulting Agreement with Crosslink
Financial Communications, Inc., a California corporation (herein referred to as
"Consultant") for a term commencing February 25, 2005 and ending twelve months
thereafter. Consultant is to represent the Company in stockholder communications
and public relations with existing shareholders, brokers, dealers and other
investment professionals as to the Company's current and proposed activities,
and to consult with management.


                                       10
<PAGE>

For undertaking this engagement the Company agreed to issue to the Consultant a
"Commencement Bonus" payable in the form of 200,000 restricted shares of the
Company's common stock. In addition, the Company agreed to a monthly stock
compensation of 8,000 restricted shares of common stock every month on the
contract anniversary date, and a cash fee of $5,000 per month for the term of
the Agreement. Out of this fee, Consultant will pay for complementary services
(e.g., other mailing services, email services, data base extensions) up to an
average of $2,500 per month, never less than $1,500 per month.

On August 23, 2005, the Company signed a client services agreement with Mercury
Media of Santa Monica, CA. to exclusively manage the distribution of the
Company's television infomercials. Mercury Media is an advertising agency that
specializes in purchasing airtime for different types of direct response
advertising. The term of the contract is annual until terminated by either party
by written notice of not less than 30 days. For media time bookings under this
contract, the Company will pay a 10% commission on the gross amount charged by
broadcast, satellite or cable television outlets.

On May 5, 2004, our registration statement on Form SB-2 ("SB-2") was declared
effective by the SEC. The SB-2 registered 2,237,000 post-split shares for resale
by our selling shareholders and an additional 8,000,000 post-split shares were
registered for public sale directly by us. We had planned on using the proceeds,
if any, from the sale of the shares registered for sale by us to fund the
Company's business plans and operations. However, management determined to
de-register the 8,000,000 post-split shares and on October 19, 2004 we filed a
post-effective amendment to the SB-2 that was declared effective by the SEC on
October 25, 2004. As a result, we did not realize any of the anticipated funding
we may have received from the sale of these shares. Since such time, we have not
had any financing except from loans received from Shadrack.

Need for Additional Funds

Since our anticipated offering of shares to the public was terminated as
described above, we have relied exclusively on loans from Shadrack to fund all
of our expenses. There is no assurance that Shadrack will be able or willing to
continue such funding indefinitely. We will be required to obtain additional
funds through private placements of our debt or equity securities or by
borrowing money. We do not have any arrangements with potential investors or
lenders to provide such funds and there is no assurance that such additional
financing will be available when required in order to proceed with our business
plan. Further, our ability to respond to competition or changes in the market
place or to exploit opportunities will be significantly limited by lack of
available capital financing. If we are unsuccessful in securing the additional
capital needed to continue operations within the time required, we will not be
in a position to continue operations. In this event, we would attempt to sell
the Company or file for bankruptcy.


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<PAGE>

Off-Balance Sheet Arrangements

None.

ITEM 3. CONTROLS AND PROCEDURES

      DISCLOSURE CONTROLS AND PROCEDURES

      (a) Restatement.

      As previously disclosed in the Company's Form 10-KSB for the fiscal year
      ended December 31, 2004 ("Form 10-KSB"), in the course of the due
      diligence for the Form 10-KSB, our management identified an agreement that
      the Company had entered into with five of our shareholders on October 11,
      2002. This agreement provided that in consideration for the agreement of
      these shareholders to loan an affiliate of the Company proceeds from the
      sale of their shares of common stock of the Company to third parties, the
      Company would issue four shares of its restricted common stock for every
      one share owned. The aggregate number of shares of restricted common stock
      that the Company was obligated to issue pursuant to the agreement was
      4,474,000 pre-split (8,948,000 post-split) shares. The agreement was not
      disclosed in any of the Company's previous SEC filings or otherwise
      included as an exhibit as a result of an error of omission. In addition,
      the 4,474,000 pre-split (8,948,000 post-split) shares to be issued were
      not included in any of the Company's financial statements for the fiscal
      years ended December 31, 2003 or 2002 or in any interim reporting period.

      Management brought this matter to the attention of its Board of Directors
      and the Board of Directors brought it to the attention of the Company's
      new independent auditor. After discussions with management, the Board of
      Directors determined that previously reported financial information for
      the Company be restated to reflect the agreement. In light of the expected
      restatement, the Company filed a Form 8-K on April 21, 2005 under Item
      4.02 (a) advising that due to an error, its previously issued financial
      statements for the fiscal years ended December 31, 2003 and 2002 and such
      interim periods covered thereby and for the interim periods in fiscal 2004
      should no longer be relied upon.

      (b) Evaluation of Disclosure Controls and Procedures and Remediation.

      In connection with the restatement, under the direction of our Chief
      Executive Officer and Controller and outside counsel, we have reevaluated
      our disclosure and controls procedures. We have identified material
      weaknesses in our internal controls and procedures relating to the
      handling and disclosure of material agreements. In order to prevent the
      same kind of mistake noted above, the Company has implemented a new review
      system whereby all agreements which have a material effect on the Company
      will be reviewed by the Company's President and outside counsel.
      Agreements will be forwarded by the President to the Company's auditor
      which will keep copies in its files for reporting purposes. Additional
      copies will be forwarded to the Company's accounting department where it
      will be logged and processed for follow-up.


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<PAGE>

      We are confident that, as of the date of this filing, the process
      enumerated above will remediate the weakness that we identified in our
      internal controls and procedures and further that all relevant personnel
      understand and will apply the rules relating to disclosure of material
      agreements.

      In connection with this Form 10-QSB, under the direction of our Chief
      Executive Officer, we have evaluated our disclosure controls and
      procedures as currently in effect, including the remedial actions
      discussed above, and we have concluded that, as of this date, our
      disclosure controls and procedures are effective.

      It should be noted that while our management believes our new disclosure
      controls and procedures will provide a greater and more "reasonable" level
      of assurance, they do not expect that these disclosure controls and
      procedures or internal controls will prevent all errors or all fraud. All
      control systems, no matter how well conceived or operated, can provide
      only reasonable, not absolute, assurance that the objectives of the
      control system are 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 inherent
      limitations in all control systems, there can be no absolute assurance
      that all control issues and instances of fraud, if any, within the Company
      have been or could be 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. Additionally,
      controls can be circumvented by acts of collusion of two or more people,
      or by management override of the controls. The design of any system of
      internal control is based in part upon certain assumptions about the
      likelihood of future events, and there can be no assurance that any design
      will succeed in achieving its stated goals under all potential future
      conditions. Over time, controls may become inadequate because of changes
      in conditions, or the degree of compliance with the policies or procedures
      may deteriorate. Because of the inherent limitations in a cost-effective
      control system, misstatements due to error or fraud may occur and not be
      detected. In order to prevent this the company will continually review and
      refine and make any necessary changes if warranted and if within financial
      reason to keep the company's disclosure controls and procedures current
      and effective.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On November 24, 2004, Oswald & Yap, A Professional Corporation ("O&Y") filed a
complaint in the Superior Court of California, County of Orange, Case No.
04CC11623, against the Company, seeking recovery of allegedly unpaid legal fees
in the amount of $50,984.86 in connection with the legal representation of the
Company. The amount claimed was reduced subsequently to $37,378.43, which was
deposited in an escrow account by the Company on July 5, 2005. The complaint
includes causes of action for breach of contract, account stated, and quantum
merit. The Company disputes the amounts alleged owed, alleging that some
payments have not been credited by O&Y and that O&Y's services were otherwise
unsatisfactory. O&Y ultimately submitted an Offer to Compromise for a $0 payment
by the Company to O&Y in exchange for mutual releases that the Company rejected.

The Company has cross-claimed against O&Y alleging breach of contract,
professional negligence, negligent representation, and breach of good faith and
fiduciary duty. The Company is seeking damages in an unspecified amount for
costs, legal fees and losses incurred. O&Y has vigorously disputed the claims
set forth in the cross-complaint and has indicated its intention, should it
prevail in defending the cross-claim, to institute a malicious prosecution
action against the Company, Nasser Hamedani, Sholeh Hamedani and Company
counsel. Trial is set in the matter for March 20, 2006.


                                       13
<PAGE>

On September 30, 2004, the Company received a demand for arbitration from its
former auditor, Stonefield Josephson, relating to the collection of
approximately $21,700 in fees allegedly owed by the Company for accounting
services that were disputed by the Company. The parties settled their dispute
and on November 30, 2004 entered into a Settlement Agreement and Mutual General
Release, which was executed on December 10, 2004. Pursuant to the Settlement
Agreement the Company agreed to pay Stonefield Josephson the sum of $15,500 in
two installments. The first installment of $7,750 was paid on January 18, 2005
and the second and final installment of $7,750 was paid on March 4, 2005.

On July 19, 2005, the Company and its Auditors and its former Auditors received
correspondence from the Office of Enforcement of the Securities and Exchange
Commission stating that they had commenced an "informal inquiry" to determine if
there have been "any violations of the federal securities laws" by the Company.
The Company is cooperating fully with the Commission in its inquiry and will
report their findings when they are released by the Commission.

We are not aware of any other pending or threatened litigation that could have a
material adverse effect on our business.

ITEM 2. UNREGISTRED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Pursuant to the terms of the agreement between the Company and Crosslink
Financial Communications, Inc., ("Crosslink") dated February 25, 2005, the
Company agreed to issue Crosslink 200,000 restricted shares of the Company's
common stock valued at $0.33 per share and a monthly stock compensation of 8,000
restricted shares of common stock as part of its compensation for services
provided to the Company during the one-year term of the agreement. During the
nine months ended September 30, 2005, Crosslink received a total of 256,000
restricted shares of common stock under this agreement. The shares are exempt
from registration issued pursuant to Section 4(2) of the Securities Act of 1933,
as amended.


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<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this Report:

(a)   Exhibits:

      No.               Title

      31.1  Certification of Chief Executive Officer Pursuant to the Securities
            Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant
            to Section 302 of the Sarbanes-Oxley Act of 2002

      31.2  Certification of Chief Financial Officer Pursuant to the Securities
            Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant
            to Section 302 of the Sarbanes-Oxley Act of 2002

      32    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)   Reports on Form 8-K: None

                                   SIGNATURES

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

DATED: November 15, 2005                The Children's Internet, Inc.

                                        /S/ SHOLEH HAMEDANI
                                        ----------------------------------
                                        By: Sholeh Hamedani
                                        Its: President, Chief Executive Officer,
                                        and Chief Financial Officer
                                        (Principal Executive Officer, Principal
                                        Financial Officer and Principal
                                        Accounting Officer)


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