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 March 31, 2004

[ ]    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                                      88-0370247
(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)

             2401 Crow Canyon Rd., Suite 201, San Ramon, CA  94583
  (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 [ ]

As of May 13, 2004, the number of shares of Common Stock issued and outstanding
was 2,287,755.

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






<PAGE>





<PAGE>
                         THE CHILDREN'S INTERNET, INC

                                     INDEX


                                                                         Page
                                                                         Number

PART I - FINANCIAL INFORMATION                                             1

Item 1. Financial Statements (Unaudited)                                   1

        Condensed Balance Sheet -March 31, 2004                            1

        Condensed Statements of Operations - For the three months
        ended March 31, 2004 and 2003, and the period from
        inception to March 31, 2004                                        2

        Condensed Statements of Stockholders' Deficit - For the
        three monthsended March 31, 2004 and the period from
        inception to March 31, 2004                                        3

        Condensed Statements of Cash Flow - For the three months
        ended March 31, 2004 and 2003, and the period from
        inception to March 31, 2004                                        4

        Notes to Condensed Financial Statements                            5

Item 2. Management's Discussion and Analysis of Financial
        Condition and Plan of Operation                                    7

Item 3. Controls and Procedures                                           18


                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                 19
Item 2. Changes in Securitiesand Use of Proceeds                          19
Item 3. Defaults Upon Senior Securities                                   19
Item 4. Submission of Matters to a Vote of Security Holders               19
Item 5. Other Information                                                 19
Item 6. Exhibits and Reports on Form 8-K                                  19

SIGNATURES                                                                20





                        PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

  BS
<TABLE>
<CAPTION>
 		           THE CHILDREN'S INTERNET, INC.
<S>                                                    <C>                               <C>                             <C> <C>
		           (A Development Stage Company)
 		                   BALANCE SHEET

                                    			                 	   March 31
                                                                                     2004
										--------------
                        ASSETS
Current Assets                                                                  $	     -
										--------------
 Total Current Assets 								             -
										--------------

Non Current Prepaid Rent                                                        $	10,000
										--------------
 Total Other Assets 									10,000
										--------------

TOTAL ASSETS                                                                    $	10,000
										==============


        LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts Payable and Accrued Expenses                                           $	83,000
Due to Parent Company                                                                  255,000
										--------------
 Total Current Liabilities							       338,000
										--------------

                                                                                       338,000
										--------------

		STOCKHOLDERS' DEFICIT

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; 2,287,755 shares issued and
outstanding										 2,000

Additional paid-in capital			                                       618,000

Deficit accumulated during the development stage
                                                                                     (948,000)
										--------------
TOTAL STOCKHOLDERS' DEFICIT							     (328,000)
										--------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                     $	10,000
										==============

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

</TABLE>



                                      IS
<TABLE>
<CAPTION>
			            THE CHILDREN'S INTERNET, INC.
<S>                                                   <C>     <C> <C> <C> <C>        <C> <C>        <C> <C>
			            (A Development Stage Company)
			              STATEMENTS OF OPERATIONS
                                             (UNAUDITED)



											   For the Period
                                                              For The Three Months       September 25, 1996
                                                                 Ended March 31,       	   (inception) to
                                                                2004        2003    	    March 31,2004
							     ------------ ----------	-------------------
REVENUE                                                      $		- $	   -	$		  -

General Selling and Administrative Expenses 	                  105,000    123,000              (984,000)
							     ------------ ----------	-------------------
Operating Loss before provision for income taxes	        (105,000)  (123,000)              (984,000)

Other Income--Gain from forgiveness of rent	                   36,000          -                 36,000

Provision for Income taxes	                                        -          -                      -
							     ------------ ----------	-------------------
NET LOSS                                                     $   (69,000) $(123,000)    $	  (948,000)
							     ============ ==========	===================
Net Loss per Common Share
    - basic and diluted		 			     $	  (0.03)  $   (0.05)    $	     (0.68)
							     ============ ==========	===================
Weighted Average Number of Common
      Shares Outstanding
    - basic and diluted					       2,287,755   2,287,755              1,398,126
							     ============ ==========	===================



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


</TABLE>
                                      CF
<TABLE>
<CAPTION>
			            THE CHILDREN'S INTERNET, INC.
<S>                                                   <C>                               <C>                <C> <C>       <C> <C>
			           (Formerly D.W.C. Installations)
			            (A Development Stage Company)
			              STATEMENTS OF CASH FLOWS





                                                             For The Three Months
                                                                Ended March 31,
                                                             2004	     2003
							-------------	------------
CASH FLOWS USED IN OPERATING ACTIVITIES:

Net Loss
                                                        $    (69,000)   $  (123,000)

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

 Services performed as capital contribution                    45,000	      75,000
 Expenses paid by former officer on behalf of company
 Increase in Assets
	 Current Assets					            -
	 Other Assets 					     (10,000)
 Increase in liabilities
	 Accounts payable and accrued expenses		     (16,000)	      17,000
	 Due to Parent Company			               50,000	      31,000
							-------------	------------

Net cash used in operating activities                               -	           -
							-------------	------------

CASH PROVIDED BY FINANCING ACTIVITIES:
     Issuance of common stock
							-------------	------------
Net cash provided by financing activities                           -	           -


Net change in cash and cash equivalents                             -	           -

Cash and cash equivalents - beginning of period                     -	           -
							-------------	------------
Cash and cash equivalents - end of period               $	    -   $	   -
							=============	============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the year -
     Interest paid					$	    -   $	   -
							=============	============
     Income taxes paid	 			         	    -   $	   -
							=============	============


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


</TABLE>
                                      SE
<TABLE>
<CAPTION>
                                                   THE CHILDREN'S INTERNET, INC.
<S>                                                 <C> <C> <C>        <C> <C>     <C> <C>         <C> <C>
                                                   (A Development Stage Company)
                                                STATEMENTS OF STOCKHOLDERS' DEFICIT





                                                       Common Stock		 Additional	    Deficit		 During
                                                                   		  Paid-In 	  Accumulated	     Stockholders'
                                                                   		  Capital	the Development 	Deficit
												     Stage
						--------------------------	-----------	---------------       --------------
                                                  Shares	  Amount
						------------   -----------
Balance, September 25, 1996                     	   -   $	 -	$	  -  	$	      -       $		   -

Issuance of common stock
for cash on September 24, 1996
at $0.005 per share                                1,121,000	     1,000	      4,000                   -		       6,000

Net Loss	                                                                                        (6,000)		     (6,000)
						------------	----------	-----------	---------------	      --------------
Balance, December 31, 1996                         1,121,000	     1,000	      4,000             (6,000)		           -

Net Loss                                                   -		 -	          -                   -		           -
						------------	----------	-----------	---------------	      --------------
Balance, December 31, 1997                         1,121,000	     1,000	      4,000             (6,000)		           -

Net Loss                                                   -		 -	          -                   -		           -
						------------	----------	-----------	---------------	      --------------
Balance, December 31, 1998                         1,121,000	     1,000	      4,000             (6,000)		           -

Net Loss                                                   -		 -	          -                   -		           -
						------------	----------	-----------	---------------	      --------------
Balance, December 31, 1999                         1,121,000	     1,000	      4,000             (6,000)		           -

Net Loss                                                   -		 -	          -             (3,000)		     (3,000)
Expenses paid by former office on behalf of company		                      3,000                                    3,000
						------------	----------	-----------	---------------	      --------------
Balance, December 31, 2000                         1,121,000	     1,000	      7,000             (9,000)		           -

Net Loss                                                   -		 -	          -                   -		           -
						------------	----------	-----------	---------------	      --------------
Balance, December 31, 2001                         1,121,000	     1,000	      7,000             (9,000)		           -

Issuance of common stock
for cash on July 3, 2002
at $0.1286 per share                               1,166,755	     1,000	    149,000 			             150,000

Expenses paid by former officer on behalf of company 		                      2,000                                    2,000
company

Services performed as capital contribution		                            125,000                                  125,000
Net Loss  	                                           - 		 -	          -           (392,000)		   (392,000)
						------------	----------	-----------	---------------	      --------------
Balance, December 31, 2002                         2,287,755	     2,000	    283,000           (401,000)		   (116,000)

Services performed as capital contribution		                             45,000                                   45,000
Net Loss                                                   -		 - 	          -           (478,000)		   (478,000)

Balance, December 31, 2003                         2,287,755	     2,000 	    328,000           (879,000)		   (549,000)

Services performed as capital contribution
Net Loss 	                                                                                       (69,000)
						------------	----------	-----------	---------------	      --------------
Balance, March 31, 2004                            2,287,755    $    2,000	$   328,000     $     (948,000)       $	   (549,000)
						============	==========	===========	===============	      ==============


The accompanying notes are an integral part of the
financial statements.
</TABLE>




<PAGE>


                         THE CHILDREN'S INTERNET, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                March 31, 2004


NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

The Children's  Internet,  Inc.  (formerly D.W.C. Installations  ("Company") is
currently a development stage company  under  the  provisions  of  Statement of
Financial  Accounting  Standards  ("SFAS") No. 7.  The Company was incorporated
under the laws of the State of Nevada on September 25, 1996.

On July 3, 2002, Shadrack Films, Inc.  purchased  1,166,755 newly issued 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 2,287,755 as a result of this sale.

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
Exchanges 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,  2003.   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  three  months  ended March 31, 2004 are not necessarily
indicative of results of operations to be expected for the full year.

Basis of Presentation

The accompanying financial statements have  been  prepared  in  conformity with
accounting   principles   generally   accepted  in  the  United  States,  which
contemplate continuation of the Company  as  a  going  concern.    At  present,
although  the  Company  has signed contracts establishing revenue sources,  the
Company has not generated  any  revenues  from  these  established  sources  of
revenue.   This  factor raises substantial doubt about the Company's ability to
continue as a going  concern.   Without  realization  of  additional capital or
established revenue sources, it would be unlikely for the Company  to  continue
as  a  going  concern.  The financial statements do not include any adjustments
relating to the  recoverability and classification of recorded asset amount, or
amounts and classification  of  liabilities  that might be necessary should the
Company be unable to continue in existence.  It  is  management's  objective to
seek  additional  capital  through  the  an  SB-2  Registration  Statement (See
Footnote 3.)

NOTE 2 - RELATED PARTY TRANSACTIONS

The Company's principal office is leased by the Parent Company, Shadrack Films,
Inc. The Parent Company pays for and provides the office space utilized  by the
Company as well as pays for the Company's telecommunications and utility costs.
The Company has agreed to reimburse the Parent Company for these costs and  any
other  direct  costs paid on its behalf.  As of March 31, 2004, the Company had
accrued a payable  due to the Parent Company of approximately $255,000 for such
costs.

In April 2004, the Company  moved to a new office location and the monthly rent
approximates $3,600.  The Company  has Shadrack Film's verbal permission to use
this office space, but this permission  is  revocable at any time without prior
notice. These offices are 2,059 square feet and  are  leased  by Shadrack Films
from the landlord, Principal Life Insurance Company, an Iowa corporation.  From
March  22,  2004 until April 30, 2004, Shadrack Films received the office space
on a rent-free  basis.  From month two (May 1, 2004) through thirteen the basic
rent per month is $3,603;  for  months  fourteen through twenty five, the basic
rent per month will be $3,706; and for months  twenty-six through thirty-seven,
the basic rent per month will be $3,809 under a lease agreement that expires on
May 1, 2007. Shadrack Films is responsible for making  all rent payments to the
landlord, but the cost of these rent payments are being added to the balance of
the  accrued account payable due to Parent Company for the  expenses  that  the
Parent Company, Shadrack Films, has been paying on the Company's behalf.

The Company,  Shadrack  and  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 owns 51% of the
Company's common stock.  Ms. Hamedani was President  of  TDN  until  August  1,
2002.   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.

The Company's President,  Chief Executive Officer, Chief Financial Officer, and
Director, Sholeh Hamedani provided  services  to  the  Company at a fair market
value of $45,000 during the three months ended March 31, 2004 and will not seek
payment for the services provided.

On  June 28, 2002, the Company entered into a Consulting  Agreement  with  Alan
Schram.  This agreement provides for Alan Schram to provide consulting services
to the Company.  In return for his services, the agreement entitles Alan Schram
to receive 25,000 shares of the Company's common stock at the completion of the
agreement's  four  month  term.    The consulting services have been accrued in
other expenses. The Company is currently  in  negotiations  with  Mr. Schram to
settle  its  obligations  under  the  terms of this agreement.  As of the  date
hereof, these shares have not been issued.  Alan Schram is the Company's former
President, Secretary, Chief Financial Officer and Director.

NOTE 3 - SB-2 REGISTRATION STATEMENT

On February 10, 2003, the Company filed  a  Form  SB-2  Registration  Statement
offering  for  sale  of  up  to  a maximum of 4,000,000 shares of the Company's
common stock directly to the public.  There  is no underwriter involved in this
offering. The shares are being offered without  any  underwriting  discounts or
commissions.   The  purchase  price  is $2.00 per share.  If all of the  shares
offered by the Company are sold, the proceeds will be $8,000,000.   The Company
received notification from the SEC that  their  SB-2 Registration Statement No.
333-103072 was declared effective on May 5, 2004.

NOTE 4 - GAIN FROM FORGIVENESS OF RENT

On  February 13, 2004 the Company received notice  that  their  landlord,  Hill
Physicians  Medical  Group,  Inc. had filed an unlawful detainer action against
the Company on February 6, 2004  in  the  Contra Costa County Superior Court as
case  number  WS04-0238.  On February 19, 2004  the  Company  signed  a  Mutual
Settlement Agreement and Release.  The effect of the release has been reflected
in the operating  statements  as  a gain from forgiveness of rent for the three
months ended March 31, 2004 in the approximate amount of $36,000.


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

This  quarterly  report on Form 10-QSB contains statements relating  to  future
results of the Company (including certain projections and business trends) that
are  "forward-looking   statements"   as  defined  in  the  Private  Securities
Litigation Reform Act of 1995.  Actual results may differ materially from those
projected as a result of certain risks  and  uncertainties,  including  but not
limited  to changes in political and economic conditions; demand for and market
acceptance   of  new  and  existing  products,  as  well  as  other  risks  and
uncertainties detailed from time to time in the filings of the Company with the
Securities and Exchange Commission.

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  March  31,
2004  and  for  the  three months ended March 31, 2004 as compared to the three
months ended March 31,  2003  were  derived  from  our financial statements and
notes  thereto  included  in this report which are unaudited.   The  difference
between the periods was primarily  due  to the forgiveness of rent.  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
footnotes.

<TABLE>
<CAPTION>

                                                          For the period
		    For the three	For the three	from September 25, 1996
		     months ended	 months ended	  (Inception) through
                    March 31, 2004	March 31, 2003	    March 31, 2004
<S>            <C>                           <C>                  <C>
STATEMENT OF
OPERATIONS
DATA
Net sales                  - 			-
Operating               105,000 	   123,000		 984,000
expenses:
Operating loss         (105,000)          (123,000)		(984,000)
Net Loss               (69,000)           (123,000)		(948,000)
</TABLE>


<TABLE>
<CAPTION>
                           As of March 31, 2004
<S>                         <C>
BALANCE SHEET DATA:
Total assets                       10,000
Current liabilities               338,000
Total stockholders' deficit      (328,000)
</TABLE>



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.

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.

Through a wholesale sales & marketing  agreement  with  Two Dog Net, Inc. ("Two
Dog  Net"),  we  are 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{reg-trade-mark}.   We  plan  to
introduce this Internet service  designed specifically for children that allows
them to have  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  and  is  ready  to  air.  We  intend to utilize the
infomercial to introduce The Children's Internet{reg-trade-mark} service to the
public, as well as build brand recognition and generate customer subscriptions.
We plan to first conduct a media test in the fourth quarter of 2004. We believe
the  results  from  the  media  test  will give us the platform to  launch  the
advertising campaign on a national basis thereafter.

In a Stock Purchase Agreement dated October 11, 2002, our original shareholders
sold 1,118,500 of their 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.  Some  of
these purchasers resold their shares  to unrelated third parties.  A portion of
the proceeds received from the stock sales by the purchasers was in turn loaned
to Shadrack Films, Inc., our parent company,  to finance our initial operations
thus far.  These amounts are reflected on the financial  statements  as "Due to
Parent  Company."   Our  President,  Chief  Executive  Officer,  and one of our
Directors,  Sholeh  Hamedani,  is  the sole shareholder of our parent  company,
Shadrack Films, Inc.

As of March 31, 2004, we had an accumulated  total  net  loss  of approximately
$948,000.  Of this amount, approximately $460,000 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  as  contributed  capital, since these
individuals did not charge the Company), $351,000 represents  professional fees
such  as  legal  and accounting expenses, and the balance of $137,000  consists
primarily of occupancy  and  telecommunications costs including internet costs.
To date, our parent company, Shadrack  Films,  has  funded  all of our expended
costs.

Currently, we do not have any cash on hand and are dependent  on  funding  from
Shadrack  Films  for  our current operations and for providing office space and
utilities that, for the quarter ended March 31, 2004, averaged $8,000 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  $255,000   .  Our parent  company  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  $180,000 in cash to continue our operations
for the next twelve months.

Our registration statement filed with  the  Securities  and Exchange Commission
("SEC")  was  declared  effective on May 5, 2004.  This registration  statement
registers 4,000,000 shares  of  our common stock to be sold by us at a price of
$2.00 per share in a direct public  offering.   We have not raised any funds in
this offering yet and can offer no assurance that  any shares will be sold.  If
we  raise  the  maximum  offering  of  $8,000,000, our working  capital  needs,
including expansion of marketing and technical  operations,  will  be  met  for
approximately  24  months without regard to any subscription revenue. We do not
currently have any arrangements  for alternative financing in the event that we
raise less then the maximum offering.

Where practicable, we plan to contract with third party companies to market The
Children's   Internet{reg-trade-mark}   Service   as   well   as   to   provide
administrative  support  services  such  as  billing  and  level  one technical
support.    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.

We plan to scale our expenditures depending upon  the amount of funds raised in
our direct public offering, with initial funds being  used  primarily to market
the services in an effort to develop a revenue base sufficient  to  support our
operations.   Following  is  a  discussion  of  how  we  to  plan to proceed at
different levels of funding.

FUNDING AT THE 10% LEVEL:

If we receive net proceeds of $755,000 from the direct public  offering,  which
is the approximate net proceeds we will receive if we raise 10% of the funds we
are  hoping to raise in this offering, we anticipate using the funding to cover
occupancy, telecommunications and other office costs for a twelve month period.
We plan  to  spend  the  majority  of  the  funds raised on marketing and sales
initiatives in an effort to achieve sufficient  revenues  to  help  support the
company on an ongoing basis.  The infomercial television campaign would  be the
primary marketing vehicle to generate sales.

At  this  level  of  funding, we anticipate that our employees will continue to
donate the necessary time  as  they  have  in  the  past  for approximately six
months.  However, they are under no obligation to continue  to  do  so and they
could stop at any time without notice.

At this level of funding, we plan to expend approximately $90,000 in  marketing
funds in the initial 90 days as follows:

   {circle}Approximately   $10,000   for  creating,  printing  and  duplicating
      collateral  marketing  materials  including   sales   brochures  and  The
      Children's Internet{reg-trade-mark} installation CDs with packaging.

   {circle}Approximately $10,000 to re-edit and update the infomercial with new
      testimonials  and  to create additional versions of the infomercial  with
      different price points  and  special  free trial offers based on consumer
      feedback from the media test.

   {circle}Approximately $70,000 to conduct a  television  media test to assess
      consumer response, test various price points and to fine-tune  the  media
      plan prior to "rolling-out" or launching the media schedule.

We  expect  the  $70,000  media  test  conducted in the first 90 days to secure
approximately 140 thirty-minute infomercial  time  slots,  in  approximately 40
markets, airing on both family oriented national television networks,  such  as
Pax  TV  (Paxson  Communications  Corporation)  and  on various local affiliate
broadcast stations.  This approach should allow us to  test  a  broad  range of
time periods, various markets, and multiple national and local stations.

In the fourth through twelfth months upon completion of the initial three-month
media  test  phase,  we  will  enter  the roll-out phase.  During this roll-out
phase,  we  plan to re-book all airings that  achieved  or  exceeded  the  pre-
determined target  goal  as  well as expand the media mix to include additional
time periods on proven stations  and  include other stations in proven markets.
In the roll-out phase. it is estimated that an average of approximately $44,000
would be spent each month on media time.

Technical operations' costs at the 10% level of funding include our data center
co-location facility and contingent technical  reserve  costs  of approximately
$41,000. plus license fees paid to Two Dog Net and for technical  support based
upon subscribers.  Working capital and general corporate purposes at this level
of  funding are for occupancy costs, telecommunications costs and other  office
costs, which approximate $5,000 per month.  Although we owe our parent company,
Shadrack  Films,  approximately $255,000 in accrued costs for expenses incurred
in the past, we do  not plan to repay this amount in the first twelve months at
the 10% level of funding.

FUNDING AT THE 25% LEVEL

If we receive net proceeds of $1,955,000 from the direct public offering, which
is the approximate net proceeds we will receive if we raise 25% of the funds we
are hoping to raise in  this offering, we anticipate using the funding to cover
occupancy, telecommunications and other office costs for a twelve-month period.
We plan to spend the majority  of  the  funds  raised  on  marketing  and sales
initiatives  in  an  effort to achieve sufficient revenues to help support  the
company on an ongoing  basis.   The infomercial television campaign will be our
primary marketing vehicle to generate sales.

At this level of funding, we anticipate  that  our  employees  will continue to
donate  the  necessary  time  as  they  have in the past for approximately  six
months.  However, they are under no obligation  to  continue  to do so and they
could stop at any time without notice.

At this level of funding, we plan to expend approximately $90,000  in marketing
funds in the initial 90 days as follows:

   {circle}Approximately   $10,000   for  creating,  printing  and  duplicating
      collateral  marketing  materials  including   sales   brochures  and  The
      Children's Internet{reg-trade-mark} installation CDs with packaging.

   {circle}Approximately $10,000 to re-edit and update the infomercial with new
      testimonials  and  create  additional  versions  of the infomercial  with
      different price points and special free trial offers  based  on  consumer
      feedback from the media test.

   {circle}Approximately  $70,000  to  conduct  a media test to assess consumer
      response, test various price points and to fine tune the media plan prior
      to "rolling-out" or launching the media schedule.

We expect the $70,000 media test conducted in the  first  90  days  will secure
approximately  140  thirty-minute  infomercial time slots, in approximately  40
markets, airing on both family oriented  national  television networks, such as
Pax  TV  (Paxson  Communications  Corporation) and on various  local  affiliate
broadcast stations.  This approach  should  allow  us  to test a broad range of
time periods, various markets, and multiple national and local stations.

In the fourth through twelfth months upon completion of the initial three-month
media  test  phase,  we  will enter the roll-out phase.  During  this  roll-out
phase, we plan to re-book  all  airings  that  achieved  or  exceeded  the pre-
determined  target  goal  as well as expand the media mix to include additional
time periods on proven stations  and  include other stations in proven markets.
In  the  roll-out  phase, it is estimated  that  an  average  of  approximately
$125,000 would be spent each month on media time.

In addition to infomercial  marketing, we would spend approximately $240,000 in
the same time period on other  support  advertising  and promotional activities
including, public relations, direct mail campaigns, newspaper and magazine ads,
and online marketing all focused on publications, events and regions that reach
our target market of parents.

Technical operations' costs at the 25% level of funding include our data center
co-location facility and contingent technical reserve  costs  of  approximately
$83,000  plus license fees paid to Two Dog Net and for technical support  based
upon subscribers.   We  further anticipate spending at this level an additional
$160,000  for  the  development   of   new   web   pages   of   The  Children's
Internet{reg-trade-mark} daily features like the Fun Facts of the Day, Surveys,
Grab Bag and new home room environments to give the child more choices and keep
them engaged.  Working capital and general corporate purposes at  this level of
funding  are  for  occupancy  costs, telecommunications costs and other  office
costs,  which approximate $5,000  per  month.   In  addition,  we  would  incur
personnel costs of approximately $7,000 per month and other contingent costs of
$900  per   month.   Although  we  owe  our  parent  company,  Shadrack  Films,
approximately  $255,000  in accrued costs for expenses incurred in the past, we
do not plan to repay this amount in the first twelve months at the 25% level of
funding.

FUNDING AT THE 50% LEVEL

If we receive net proceeds  of  $3,955,000 in the direct public offering, which
is the approximate net proceeds we will receive if we raise 50% of the funds we
are hoping to raise in this offering,  we anticipate using the funding to cover
occupancy, telecommunications and other office costs for a twelve-month period.
We  plan  to spend the majority of the funds  raised  on  marketing  and  sales
initiatives  in  an  effort  to achieve sufficient revenues to help support the
company on an ongoing basis.   The  infomercial television campaign will be our
primary marketing vehicle to generate sales.

At this level of funding, we anticipate  that  our  employees  will continue to
donate  the  necessary  time  as they have in the past for approximately  three
months.  However, they are under  no  obligation  to continue to do so and they
could stop at any time without notice.

At this level of funding we plan to expend approximately  $90,000  in marketing
funds in the initial 90 days as follows:

   {circle}Approximately   $10,000   for  creating,  printing  and  duplicating
      collateral  marketing  materials  including   sales   brochures  and  The
      Children's Internet{reg-trade-mark} installation CDs with packaging.

   {circle}Approximately $10,000 to re-edit and update the infomercial with new
      testimonials  and  create  additional  versions  of the infomercial  with
      different price points and special free trial offers  based  on  consumer
      feedback from the media test.

   {circle}Approximately  $70,000  to  conduct  a media test to assess consumer
      response, test various price points and to fine tune the media plan prior
      to "rolling-out" or launching the media schedule.

We expect the $70,000 media test conducted in the  first  90  days  will secure
approximately  140  thirty-minute  infomercial time slots, in approximately  40
markets, airing on both family oriented  national  television networks, such as
Pax  TV  (Paxson  Communications  Corporation) and on various  local  affiliate
broadcast stations.  This approach  should  allow  us  to test a broad range of
time periods, various markets and multiple national and local stations.

In the fourth through twelfth months upon completion of the initial three-month
media  test  phase,  we  will enter the roll-out phase.  During  this  roll-out
phase, we plan to re-book  all  airings  that  achieved  or  exceeded  the pre-
determined  target  goal  as well as expand the media mix to include additional
time periods on proven stations  and  include other stations in proven markets.
In  the  roll-out  phase, it is estimated  that  an  average  of  approximately
$258,000 would be spent each month on media time.

An additional $20,000  would  be  spent  in  producing  30,  60  and  90 second
commercial  spots  to  support  the  infomercial,  as  well as to broadcast the
commercial  spots  in  new markets as a stand alone advertising  campaign.   In
addition, we would spend  approximately  $240,000  in  the  same time period on
other   support  advertising  and  promotional  activities  including,   public
relations,  direct  mail  campaigns,  newspaper  and  magazine  ads, and online
marketing all focused on publications, events and regions that reach our target
market of parents.

Technical operations' costs at the 50% level of funding include our data center
co-location  facility  and  contingent technical reserve costs of approximately
$103,000 plus license fees paid  to Two Dog Net and for technical support based
upon subscribers.  We further anticipate  spending  at this level an additional
$510,000   for   the   development   of   new  web  pages  of  The   Children's
Internet{reg-trade-mark} daily features like the Fun Facts of the Day, Surveys,
Grab Bag and new home room environments to give the child more choices and keep
them engaged.  Working capital and general  corporate purposes at this level of
funding  are for occupancy costs, telecommunications  costs  and  other  office
costs, which  approximate  $5,000  per  month.   In  addition,  we  would incur
personnel  costs of approximately $26,000 per month and other contingent  costs
of $3,000 per  month.  We owe our parent company, Shadrack Films, approximately
$255,000 in accrued  costs for expenses incurred in the past.  At the 50% level
of funding, we plan to repay this amount in the first twelve months.

At this level of funding, we believe would have sufficient operating capital to
currently pay management  employees,  at  close  to market rates, and all other
employees at market rates for their time.

FUNDING AT THE 75% LEVEL

If we receive net proceeds of $5,955,000 in the direct  public  offering, which
is the approximate net proceeds we will receive if we raise 75% of the funds we
are hoping to raise in this offering, we anticipate using the funding  to cover
occupancy, telecommunications and other office costs for a twelve month period.
We  plan  to  spend  the  majority  of  the funds raised on marketing and sales
initiatives in an effort to achieve sufficient  revenues  to  help  support the
company on an ongoing basis.  The infomercial television campaign will  be  our
primary marketing vehicle to generate sales.

At  this  level  of  funding, we anticipate that our employees will continue to
donate the necessary time  as  they  have  in  the past for approximately three
months.  However, they are under no obligation to  continue  to  do so and they
could stop at any time without notice.

At  this level of funding we plan to expend approximately $90,000 in  marketing
funds in the initial 90 days as follows:

   {circle}Approximately   $10,000   for  creating,  printing  and  duplicating
      collateral  marketing  materials  including   sales   brochures  and  The
      Children's Internet{reg-trade-mark} installation CDs with packaging.

   {circle}Approximately $10,000 to update and re-edit the infomercial with new
      testimonials  and  create  additional  versions  of the infomercial  with
      different price points and special free trial offers  based  on  consumer
      feedback from the media test.

   {circle}Approximately  $70,000  to  conduct  a media test to assess consumer
      response, test various price points and to fine tune the media plan prior
      to "rolling-out" or launching the media schedule.

We expect the $70,000 media test conducted in the  first  90  days  will secure
approximately  140  thirty-minute  infomercial time slots, in approximately  40
markets, airing on both family oriented  national  television networks, such as
Pax  TV  (Paxson  Communications  Corporation) and on various  local  affiliate
broadcast stations.  This approach  should  allow  us  to test a broad range of
time periods, various markets and multiple national and local stations.

In the fourth through twelfth months upon completion of the initial three-month
media  test  phase,  we  will enter the roll-out phase.  During  this  roll-out
phase, we plan to re-book  all  airings  that  achieved  or  exceeded  the pre-
determined  target  goal  as well as expand the media mix to include additional
time periods on proven stations  and  include other stations in proven markets.
In  the  roll-out  phase, it is estimated  that  an  average  of  approximately
$258,000 would be spent each month on media time.

An additional $20,000  would  be  spent  in  producing  30,  60  and  90 second
commercial spots to support the infomercial as well as broadcast the commercial
spots  in  new markets as a stand alone advertising campaign.  In addition,  we
would spend  approximately  $440,000  in  the same time period on other support
advertising and promotional activities including, public relations, direct mail
campaigns, newspaper and magazine ads, and  online  marketing  all  focused  on
publications, events and regions that reach our target market of parents.

Technical operations' costs at the 75% level of funding include our data center
co-location  facility  and  contingent technical reserve costs of approximately
$118,000 plus license fees paid to Two Dog Net for technical support based upon
subscribers.   We further anticipate  spending  at  this  level  an  additional
$800,000  for  the   development   of   new   web   pages   of  The  Children's
Internet{reg-trade-mark} daily features like the Fun Facts of the Day, Surveys,
Grab Bag and new home room environments to give the child more choices and keep
them engaged.  Working capital and general corporate purposes  at this level of
funding  are  for  occupancy  costs, telecommunications costs and other  office
costs,  which approximate $5,000  per  month.   In  addition,  we  would  incur
personnel  costs  of approximately $42,000 per month and other contingent costs
of $3,000 per month.   We owe our parent, Shadrack Films, company approximately
$255,000 in accrued costs  for  expenses incurred in the past. At the 75% level
of funding, we plan to repay this amount.

At this level of funding, we believe we would have sufficient operating capital
to pay management employees, who previously donated a portion of their time, at
close to market rates, and all other employees at market rates for their time.



FUNDING AT THE 100% LEVEL

If we receive net proceeds of $7,955,000  in  the direct public offering, which
is the approximate net proceeds we will receive  if  we raise 100% of the funds
we are hoping to raise in this offering, we anticipate  using  the  funding  to
cover  occupancy,  telecommunications and other office costs for a twelve month
period.  We plan to  spend  the  majority  of the funds raised on marketing and
sales initiatives in an effort to achieve sufficient  revenues  to help support
the company on an ongoing basis.  The infomercial television campaign  will  be
our primary marketing vehicle to generate sales.

At this level of funding, we believe we would have sufficient operating capital
to pay all of our employees at market rates for their time.

At  this  level of funding we plan to expend approximately $90,000 in marketing
funds in the initial 90 days as follows:

   {circle}Approximately   $10,000   for  creating,  printing  and  duplicating
      collateral  marketing  materials  including   sales   brochures  and  The
      Children's Internet{reg-trade-mark} installation CDs with packaging.

   {circle}Approximately $10,000 to update and re-edit the infomercial with new
      testimonials  and  create  additional  versions  of the infomercial  with
      different price points and special free trial offers  based  on  consumer
      feedback from the media test.

   {circle}Approximately  $70,000  to  conduct  a media test to assess consumer
      response, test various price points, and to  fine  tune  the  media  plan
      prior to "rolling-out" or launching the media schedule.

We  expect  the  $70,000  media test conducted in the first 90 days will secure
approximately 140 thirty-minute  infomercial  time  slots,  in approximately 40
markets, airing on both family oriented national television networks,  such  as
Pax  TV  (Paxson  Communications  Corporation)  and  on various local affiliate
broadcast stations.  This approach should allow us to  test  a  broad  range of
time periods, various markets, and multiple national and local stations.

In the fourth through twelfth months upon completion of the initial three-month
media  test  phase,  we  will  enter  the roll-out phase.  During this roll-out
phase,  we  plan to re-book all airings that  achieved  or  exceeded  the  pre-
determined target  goal  as  well as expand the media mix to include additional
time periods on proven stations  and  include other stations in proven markets.
In the roll-out phase it is estimated that  on  average  approximately $515,000
would be spent each month on media time.

An  additional  $20,000  would  be  spent  in  producing 30, 60 and  90  second
commercial spots to support the infomercial as well as broadcast the commercial
spots in new markets as a stand alone advertising  campaign.   In  addition, we
would  spend  approximately  $580,000 in the same time period on other  support
advertising and promotional activities including, public relations, direct mail
campaigns, newspaper and magazine  ads,  and  online  marketing  all focused on
publications, events and regions that reach our target market of parents.

Technical  operations'  costs  at  the  100% level of funding include our  data
center  co-location  facility  and  contingent   technical   reserve  costs  of
approximately  $146,000  plus  license  fees paid to Two Dog Net for  technical
support based upon subscribers.  We further  anticipate  spending at this level
an additional $1,200,000 for the development of new web pages of The Children's
Internet{reg-trade-mark} daily features like the Fun Facts of the Day, Surveys,
Grab Bag and new home room environments to give the child more choices and keep
them engaged.  Working capital and general corporate purposes  at this level of
funding  are  for  occupancy  costs, telecommunications costs and other  office
costs,  which approximate $5,000  per  month.   In  addition,  we  would  incur
personnel  costs  of approximately $48,000 per month and other contingent costs
of $14,000 per month.  We owe our parent company, Shadrack Films, approximately
$255,000 in accrued costs for expenses incurred in the past.  At the 100% level
of funding, we plan to repay this amount in the first twelve months.

At this level of funding, we believe would have sufficient operating capital to
pay all employees at market rates for their time.

POSSIBLE NEED FOR ADDITIONAL FUNDS

We may be wrong in  our estimates of revenue generated from marketing costs and
additional funds may  also  be  required in order to proceed with our marketing
plan and our business plan.  Additionally, we will likely need additional funds
in the event Shadrack Films discontinues  funding  our  operations.   Should we
need additional funds, we would attempt to raise these funds through additional
private placements 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 the business plan or that our ability to respond to competition or
changes in the marketplace or to exploit opportunities  will  not be 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.

Although this Plan of  Operation  describes our planned use of the net proceeds
of our offering at different funding  levels, we can offer no assurance that we
will raise any funds in the offering.

If we are unsuccessful in securing the capital needed to continue operations or
if initial sales of subscriptions do not  fund  continued  operations,  we will
continue  to look to our parent company to fund operations and to employees  to
donate their time.  If our parent company, Shadrack Films, a company controlled
by Sholeh Hamedani,  discontinues  the  funding of our operations and/or if our
key employees discontinue donating their  time, we will not be in a position to
continue operations.  In this event, we would  attempt  to  sell the company or
file for bankruptcy.

OFF-BALANCE SHEET ARRANGEMENTS

None.


ITEM 3.     CONTROLS AND PROCEDURES

Our  Chief  Executive  Officer  and  Chief  Financial Officer (the  "Certifying
Officers") are responsible for establishing and maintaining disclosure controls
and procedures and internal controls and procedures for financial reporting for
the Company.  The Certifying Officers have designed  such  disclosure  controls
and procedures and internal controls and procedures for financial reporting  to
ensure that material information is made known to them, particularly during the
period  in  which  this  report  was  prepared.   The  Certifying Officers have
evaluated the effectiveness of the Company's disclosure controls and procedures
and internal controls and procedures for financial reporting  as  of the end of
the  period  covered  by  this report and believe that the Company's disclosure
controls and procedures and  internal  controls  and  procedures  for financial
reporting  are  effective based on the required evaluation.  During the  period
covered  by this report,  there  were  no  changes  in  internal  controls  and
procedures  that  materially  affected,  or are reasonably likely to materially
affect, the Company's internal control and procedures over financial reporting.






<PAGE>


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To the best knowledge of management, there are no legal proceedings pending or
threatened against the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

1.    The following Exhibits are filed herein:

      No.         Title

      1.1         Lease Agreement entered into by our parent company, Shadrack
                  Films, dated March 11, 2004*
      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

*Incorporated by reference from Amendment 6 to the Company's Registration
Statement on Form SB-2, filed on April 29, 2004, as amended (Registration No.
333-103072).

2.      Reports on Form 8-K filed:  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: May 21, 2004                    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)