SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                          FORM 10-KSB/A AMENDMENT NO. 1

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

                   For the fiscal year ended December 31, 2002

                                       or

	[ ] 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.
           (Name of Small Business Issuer as specific in its Charter)

               Nevada                                         88-0370247
   (State or Other Jurisdiction of                         (I.R.S. Employer
   Incorporation or Organization)                         Identification No.)

2401 Crow Canyon Rd., Suite 201, San Ramon, CA                   94583
(Address of Principal Executive Offices)                      (Zip Code)


        Issuer's telephone number, including area code:  (925) 406-2364

       Securities registered pursuant to Section 12(b) of the Act:  None

          Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $.001 par value
                               (Title of Class)

Indicate by check mark whether the issuer (1) has filed all reports required to
be  filed  by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  12  months  (or for such shorter periods 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 if disclosure of delinquent filers pursuant to Item  405
of Regulation S-K is not contained herein, and will not be contained herein, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by reference in Part III of this Form 10-KSB  or  any
amendment to this Form 10-KSB.  Yes  X   No __

For the fiscal year ended December 31, 2002, the Company's revenue was $0.00.

As of March 28, 2003, the number  of  shares  of  Common  Stock outstanding was
2,287,755.  The aggregate market value of the Company's Common  Stock  held  by
non-affiliates  as  of March 28, 2003 was $-0- as the Company's Common Stock is
not presently quoted or trading on any quotation system or exchange.

THIS ANNUAL REPORT ON  FORM 10-KSB/A IS BEING FILED FOR THE PURPOSE OF AMENDING
PARTS OF OUR ANNUAL REPORT  ON  FORM  10-KSB FOR THE FISCAL YEAR ENDED DECEMBER
31, 2002 TO REFLECT THE REPLACEMENT OF   THE  LICENSE  AND TECHNOLOGY AGREEMENT
BETWEEN THE CHILDREN'S INTERNET AND TWO DOG NET, INC. WITH  A  WHOLESALE  SALES
AND MARKETING AGREEMENT.  THERE WAS NO RESTATEMENT OF FINANCIAL INFORMATION  IN
THE  ANNUAL  REPORT ON FROM 10-KSB REQUIRED FOR THIS CHANGE. ALL INFORMATION IN
THIS 10-KSB IS  AS  OF  THE DATE OF OUR ANNUAL REPORT ON FORM 10-KSB, MARCH 28,
2003, AND DOES NOT REFLECT  ANY SUBSEQUENT INFORMATION OR EVENTS OTHER THAN THE
REPLACEMENT OF THE AGREEMENT.


                      DOCUMENTS INCORPORATED BY REFERENCE

The  following documents are incorporated  herein  by  reference:  Registration
Statement  on  Form  SB-2, filed on February 10, 2003, as amended (Registration
No. 333-103072) is incorporated in Part IV, Item 13(a).



<PAGE>
                               TABLE OF CONTENTS
                                                                           PAGE

ITEM 1   DESCRIPTION OF BUSINESS..............................................1

ITEM 2   DESCRIPTION OF PROPERTY..............................................5

ITEM 3   LEGAL PROCEEDINGS....................................................6

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................6

ITEM 5   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTTERS.................................................6

ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND PLAN OF OPERATIONS.....................................6

ITEM 7   FINANCIAL STATEMENTS.................................................8

ITEM 8   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE..................................9

ITEM 9   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT...........9

ITEM 10  EXECUTIVE COMPENSATION..............................................11

ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         12

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................13

ITEM 13  EXHIBITS AND REPORTS ON FORM 8K.....................................14

ITEM 14  CONTROLS AND PROCEDURES.............................................15

SIGNATURES...................................................................15
<PAGE>




                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS.


THIS ANNUAL REPORT ON FORM 10-KSB/A IS BEING FILED FOR THE PURPOSE  OF AMENDING
PARTS OF OUR ANNUAL REPORT  ON  FORM  10-KSB FOR THE FISCAL YEAR ENDED DECEMBER
31, 2002 TO REFLECT THE REPLACEMENT OF   THE  LICENSE  AND TECHNOLOGY AGREEMENT
BETWEEN THE CHILDREN'S INTERNET AND TWO DOG NET, INC. WITH  A  WHOLESALE  SALES
AND MARKETING AGREEMENT.  THERE WAS NO RESTATEMENT OF FINANCIAL INFORMATION  IN
THE  ANNUAL  REPORT ON FROM 10-KSB REQUIRED FOR THIS CHANGE. ALL INFORMATION IN
THIS 10-KSB IS  AS  OF  THE DATE OF OUR ANNUAL REPORT ON FORM 10-KSB, MARCH 28,
2003, AND DOES NOT REFLECT  ANY SUBSEQUENT INFORMATION OR EVENTS OTHER THAN THE
REPLACEMENT OF THE AGREEMENT.

BUSINESS DEVELOPMENT

We were incorporated in the State  of  Nevada  on  September 25, 1996 as D.W.C.
Installations.   We  changed  our  name  to The Children's  Internet,  Inc.  on
December 27, 2002.  We are a development stage  company  and  currently have no
revenues, only minimal assets, and have incurred losses since our inception.

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.

On September 10, 2002, we entered into a License Agreement with Two Dog Net,
Inc.  for  an  exclusive  worldwide  license  to market and sell The Children's
Internet(TM) service.  We were required to pay Two  Dog  Net a  monthly royalty
payment of 7% of net sales of The Children's Internet(TM) product.  We acquired
the  license  for  $2,000,000  required to be paid no later than September  10,
2004.  We paid $15,500 of this amount  during  the  quarter ended September 30,
2002.

On March 3, 2003, we replaced the License Agreement with  a  Wholesale  Sales &
Marketing  Agreement  with  the same effective date of September 10, 2002. This
Wholesale Sales and Marketing  Agreement gives us the exclusive worldwide right
to  market,  sell,  and  distribute  The  Children's Internet(TM)  service  and
wholesale dial-up Internet  service  of Two Dog Net.  We will pay Two Dog Net a
per  user charge of $3.00 per month for  each  user  accessing  The  Children's
Internet(TM)  service.  The Wholesale Sales & Marketing Agreement has a term of
five years and renews for  additional  five  year  terms  automatically  unless
either  we  or  Two Dog Net give written notice of termination of the agreement
not less than one year before the end of any five year term.

PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS

The Children's Internet(TM) offers secure,real time access to approximately one
million  pre-selected   and   pre-approved  educational  and  entertaining  age
appropriate web pages as well as  secure  e-mail,  homework  help, games, news,
super  portals  to  learning  activities  and  virtually  limitless educational
resources all within its safe, protected online environment.   We  believe that
the  proprietary,  patent-pending  security  software, Safe Zone Technology(TM)
offers unprecedented security against Internet predators  and  Internet content
that  is  inappropriate  for  children.   The  target market for The Children's
Internet(TM)  is  the  48  million children on-line in  2002, (1)  as  well  as
America's schools which are  connected  to the Internet.  The astronomical rate
of general Internet use in the United States  is  expected to grow by 2 million
new  users  per  month..  (2)   Nearly two-thirds (62%)  of  US  families  have
computers at home, but roughly 1  out of 5 (17%) of those with computers do not
have Internet access due to safety  concerns.  (3)  Surveys tell us that 85% of
all  parents with children under 11 years of age  have  expressed  concern  for
their  child's safety by overseeing each and every click and 45% of all parents
feel the Internet is critical for educational purposes. (4)

We will  also  sell  wholesale  dial-up  service  to  ISPs.   The US market for
Internet services includes over 7,785 ISPs generating revenues of $32.5 billion
in  2000.  (5)  Many of these ISPs are unable to obtain cost effective  pricing
from other Tier  1  bandwidth  providers.  Through Two Dog Net's agreement with
Qwest Communications as a re-seller of wholesale dial-up service, our agreement
with Two Dog Net allows us to present  ISPs  with  the  ability  to lower their
telecommunications costs and obtain a national reach by becoming able to accept
subscribers from across the United States.

COMPETITION

The  market  for  Internet  products  and  services  is highly competitive  and
competition  is  expected  to increase.  There are no substantial  barriers  to
entry  in  these markets.  Although  we  currently  believe  that  the  diverse
segments of  the  Internet  market  provide  opportunities  for  more  than one
supplier of products and services similar to ours, it is possible that a single
supplier may dominate one or more market segments.

Our  management  believes  that the principal competitive factors in our market
are brand recognition, ease  of  use,  comprehensiveness  of available content,
customization  by the consumer, quality and responsiveness of  search  results,
the availability  of  high-quality,  focused value added services, and required
technology to offer access to end users  with  few  interruptions.  Competition
among current and future suppliers of Internet navigational  and  informational
services,  high-traffic  websites  and ISPs, could result in significant  price
competition and reductions in revenues.  There can be no assurance that we will
be able to compete successfully or that competitive  pressures  will not have a
material  adverse  effect  on  our  business,  operating results, and financial
condition.

We compete with other providers of security software, information and community
services.  Many  companies offer competitive products  or  services  addressing
filtering of Internet  content,  including,  among others, Net Nanny (Net Nanny
Software,  Inc.),  Cyber  Patrol  (The Learning Company),  Cyber  Snoop  (Pearl
Software, Inc.), Cyber Sentinel (Security  Software Systems, Inc.), Cybersitter
97 (Solid Oak Software, Inc.), SurfWatch (SurfWatch Software, Inc.),

1  -  Internet  Commerce  &  Communications  Division,  Information  Technology
      Association of America, February 2002.
2  -  Id.
3  -  Report from the Internet Commerce & Communications  Division, Information
      Technology Association of America, February 2002.
4  -  Greenfield Online, Inc. April 1999.
5  -  Cahners  In-Stat Group.  The U.S. ISP  Industry:  Revenues  and  Services
      (Report # IS00-04SP) September 2000.

WebChaperone  (WebCo  International,  Inc.) EdView Channel Lock and EdViewsmart
Zone (EdView, Inc.) and X-Stop (Log-On  Data,  Inc.).   In addition, we compete
with  online  services  such  as  Yahooligans! (Yahoo!), an Internet  navigator
designed for children in grades K-12;  America  Online  (America Online, Inc.),
which offers parental control options for Internet access;  and  Disney's Blast
Online, which also offers child-oriented Internet navigation.  These  companies
already have an established market presence, and are far ahead of us in gaining
market share.  Also, entities that sponsor or maintain high-traffic websites or
that provide an initial point of entry for Internet users, such as the Regional
Bell  Operating  Companies  or commercial online services such as the Microsoft
Network ("MSN") and America Online  ("AOL"),  currently offer and could further
develop, acquire or license Internet search and navigation functions that could
compete with our product.

Many  of  our  existing  competitors,  as well as a  number  of  potential  new
competitors, have significantly greater  financial,  technical,  marketing  and
distribution  resources.  In addition, providers of Internet tools and services
may be acquired by, receive  investments  from,  or enter into other commercial
relationships with larger, well-established and well-financed  companies,  such
as  Microsoft  or  AOL.   Greater competition resulting from such relationships
could have a material adverse  effect  on  our  business, operating results and
financial condition.

SOURCES AND AVAILABILITY OF RAW MATERIALS AND PRINCIPAL SUPPLIERS

We currently offer two products through our agreement with Two Dog Net: (1) The
Children's Internet(TM) service; and (2) wholesale  dial-up  Internet  service.
There are no  other  products  available  through  our agreement at the present
time, nor do we anticipate being able to offer other  products for at least the
next twelve months, if not longer.  Any events adversely  affecting Two Dog Net
will also affect us as we are entirely dependent on our agreement  with Two Dog
Net  for any revenues.  If Two Dog Net were to cease its operations,  we  would
need to find alternative sources of revenues, which we may be unable to do.  In
such an event, we could be forced to cease operations entirely.

We are  also  dependent  upon  private  third  party  providers  such  as Qwest
Communications Corporation to provide the principal Internet connection for The
Children's  Internet(TM).  Any  disruption  in the Internet access provided  by
third-party providers or any failure of third-party  providers to handle higher
volumes of user traffic could have a material adverse  effect  on our business,
operating results, and financial condition.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We currently do not have any customers.

INTELLECTUAL PROPERTY

Our  success is dependent on the Two Dog Net, Inc. proprietary technology  that
we market  and  sell.  Following is a list of the intellectual property we have
the rights to use  in  our  selling  and  marketing  efforts  of The Children's
Internet from Two Dog Net, Inc.:

   -  "The Children's Internet(TM)" registered trademark.
   -  Safe Zone Technology(TM) registered trademark.
   -  The Safe Zone Technology(TM) software patent application pending.
   -  "Two Dog Net(TM)" a trademark.

Despite  our  efforts  to  protect  our  exclusive sales and marketing  rights,
unauthorized parties may attempt to copy aspects  of  products or to obtain and
use information that we regard as proprietary.  Policing  unauthorized  use  of
our  products  is  difficult, and while we cannot determine the extent to which
piracy of our software  products  exists,  such  piracy can be expected to be a
persistent problem, particularly in international  markets  and  as a result of
the  growing  use  of  the  Internet.   Some  courts have held that shrink-wrap
licenses, because they are not signed by the licensee,  are not enforceable. In
addition, there can be no assurance that patent applications  filed  by Two Dog
Net will result in patents being issued, and any patents that may be issued  to
it  in  the  future,  will  afford  protection against competitors with similar
technology; nor can there be any assurance  that  patents issued to Two Dog Net
will not be infringed upon or designed around by others or that others will not
obtain patents that we would need to license or design around.

GOVERNMENT APPROVAL AND EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS
ON THE BUSINESS

Due to the increasing popularity and use of the Internet,  laws and regulations
with respect to the Internet may be adopted at federal, state and local levels,
covering  issues  such  as  user  privacy,  freedom  of  expression,   pricing,
characteristics  and  quality  of products and services, taxation, advertising,
intellectual  property rights, information  security  and  the  convergence  of
traditional  telecommunications  services  with  Internet  communications.   We
cannot predict  the  nature  of  future  legislation  and  the  manner in which
government  authorities  may  interpret  and  enforce that legislation.   As  a
result, we could be subject to potential liability  under  future  legislation,
which  in  turn  could restrict our operations or cause additional expenses  or
losses.   For  example,   if   legislation   were   adopted   in  the  U.S.  or
internationally  that  makes  transacting  business  over  the  Internet   less
favorable  or  otherwise curtails the growth of the Internet, this could reduce
demand for our products and services and reduce sales and profits.

In addition, applicability  to  the  Internet of existing laws governing issues
such as property ownership, copyright  and  other intellectual property issues,
taxation,  libel,  obscenity and personal privacy  is  uncertain.   These  laws
generally pre-date the  advent of the Internet and related technologies and, as
a result, do not consider  or  address  the  unique  issues of the Internet and
related technologies.  Changes to laws intended to address  these  issues could
create  uncertainty  in  the  marketplace, reducing demand for our services  or
increasing the cost of doing business  as  a  result  of  litigation  costs  or
increased service delivery costs.

RESEARCH AND DEVELOPMENT

Based  on  our  agreement  with Two Dog Net, we will look to Two Dog Net as our
research and development partner  and  will  continue to rely on Two Dog Net to
keep  The  Children's Internet(TM) technology current.  To  date,  all  of  the
research and  development  efforts  have been performed by Two Dog Net at their
expense.

Over the course of the past six years,  Two  Dog  Net  has  been focused on the
development  of  Safe  Zone  Technology(TM), The  Children's  Internet(TM), the
creation of unique user interfaces and feature functionality for The Children's
Internet(TM). In the future, in association with Two Dog Net, we  will  explore
ways to leverage our current knowledge on compatible product enhancements.  For
example,  some of the development may focus on interactive learning systems,  a
parent's  portal,  multiple  participant  interactive  games  for  children,  a
companion product to  The Children's Internet(TM) aimed at the teen market, and
on-line books.

We will only begin development  of  new  products  after  we  have successfully
launched The Children's Internet(TM)and feel comfortable that the  research and
development effort will not dilute our focus and resources from the  success of
The Children's Internet(TM).

EMPLOYEES

We  currently  employ  five  full-time  employees,  four  in management and one
technical  employee.   We  do not anticipating hiring any additional  employees
during calendar year 2003.  The Company hires independent contractors on an "as
needed" basis only.  The Company  has  no collective bargaining agreements with
its  employees.  The  Company  believes that  its  employee  relationships  are
satisfactory.

ITEM 2. PROPERTIES

We currently lease 2,759 square  feet  of office space for $4,276.45 per month.
Our lease has a term of 14 months from May  1,  2002 through June 30, 2003.  We
conduct all of our operations from these facilities.



<PAGE>




ITEM 3. LEGAL PROCEEDINGS

We are not engaged in any legal proceedings and are not aware of any pending or
threatened  litigation  that  could  have  a material  adverse  effect  on  our
business.

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

None.

                                    PART II

ITEM 5.  MARKET  FOR THE REGISTRANT'S COMMON  EQUITY  AND  RELATED  STOCKHOLDER
         MATTERS.

The Company's Common  Stock  is  not  currently  quoted or traded on any public
securities quotation system or exchange.

HOLDERS

As  of  March  28,  2003,  there  were  81  shareholders  holding  certificated
securities.  The Company's transfer agent is Transfer Online,  227  S.W.  Pine,
Suite 300, Portland, OR 97204.

DIVIDENDS

The  Company has not paid any dividends on its Common Stock since its inception
and does not anticipate or contemplate paying cash dividends in the foreseeable
future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN
         OF OPERATIONS.

SELECTED FINANCIAL DATA

The following  selected  statement  of  operations  data  for  the  period from
September  25,  1996, the date of our inception, through December 31, 2002  and
for the fiscal year  ended  December  31,  2002 were derived from our financial
statements and notes thereto included in this  annual report which are audited.
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 audited financial statements,
including the related footnotes.

<TABLE>
<CAPTION>
                                              		For the period
                               For the year  	     from September 25, 1996
                            ended December 31,	      (inception) through
                                   2002		       December 31, 2002
<S>                                <C>                       <C>

STATEMENT OF OPERATIONS DATA
Net sales                        $    -0-                 $    -0-
Operating expenses:               392,389                  400,994
Operating loss                   (392,389)                (400,994)
Net Loss                         (392,389)                (400,994)

</TABLE>

<TABLE>
<CAPTION>
                              As of December 31, 2002
<S>                                <C>

BALANCE SHEET DATA:
Total assets                     $    -0-
Current liabilities               115,389
Total stockholders' deficit      (115,389)

</TABLE>

PLAN OF OPERATION

You should read the following plan of operation  together  with  our  financial
statements  and related notes appearing elsewhere in this annual report.   This
plan of operation  contains  forward-looking  statements  that  involve  risks,
uncertainties, and assumptions.  The actual results may differ materially  from
those  anticipated  in  these forward-looking statements as a result of certain
factors appearing elsewhere in this annual report.

Effective September 10, 2002, we have an agreement with Two Dog Net, Inc. to be
the  exclusive  marketers of  their  proprietary  and  patent  pending  secured
internet service  for pre-school to junior high school aged children called The
Children's Internet(TM).  We  plan  to introduce the first, fully comprehensive
Internet service designed specifically  for  children  that allows them to have
completely  safe, unrestricted live access to the Internet.   During  2003,  we
plan to conduct a media test to introduce The Children's Internet(TM)service to
the public at  large via a 30-minute infomercial.  The infomercial was produced
by Two Dog Net over  a  two-year  period and is ready to air.  The results from
the media test will serve as a basis  for  the ongoing media plan to launch the
infomercial on a national basis thereafter.   We  plan  to  outsource  all non-
strategic core competencies.  By following this strategy, we intend to minimize
the number of employees required to manage our intended growth through 2003.

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 us.  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."

We have applied for registration  of 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.  If we
raise the maximum offering of $8,000,000, our working capital needs will be met
for approximately 24 months.

Additional funds may also be required in order to  proceed  with  our marketing
plan  described  above  and  our  business  plan described in "Business of  the
Company"  below.   These  funds  would  be raised  through  additional  private
placements or other financial arrangements  including debt or equity.  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 market place 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.

OFF-BALANCE SHEET ARRANGEMENTS

None.

ITEM 7.  FINANCIAL STATEMENTS.

The financial statements required to  be filed pursuant to this Item 7 begin on
page F-1 of this report.



<PAGE>

			INDEPENDENT AUDITORS' REPORT


TO THE BOARD OF DIRECTORS OF THE CHILDREN'S INTERNET, INC.:

We have audited the accompanying balance sheet of The Children's Internet, Inc.
(formerly  D.W.C.  Installations)  (A Development Stage Company) as of December
31, 2002 and  the  related  statements of operations, stockholders' deficit and
cash flows for each of the two  years in the period ended December 31, 2002 and
for the period from September 25, 1996 (inception) to December 31, 2002.  These
financial statements are the responsibility  of  the  Company's management. Our
responsibility is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  auditing standards  generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are  free  of material misstatement. An audit includes  examining,  on  a  test
basis, evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.   An  audit also includes assessing the accounting principles  used
and significant estimates made by management, as well as evaluating the overall
financial statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In  our  opinion, the financial statements referred to above present fairly, in
all material  respects, the financial position of the Children's Internet, Inc.
as of December  31,  2002  and the results of its operations and its cash flows
for each the two years in the period ended December 31, 2002 and for the period
from September 25, 1996 (inception)  to  December  31,  2001 in conformity with
generally accepted accounting principles in the United States.

The  accompanying  financial statements have been prepared  assuming  that  the
Company will continue  as  a  going  concern.   As  discussed  in Note 1 of the
accompanying  financial  statements, the Company has no established  source  of
revenue, which raises substantial  doubt  about  its  ability  to continue as a
going concern. Management's plan in regard to this matter is also  discussed in
Note  1.  These financial statements do not include any adjustments that  might
result from the outcome of this uncertainty.


/s/Stonefield Josephson, Inc.
---------------------------------
STONEFIELD JOSEPHSON, INC.
Certified Public Accountants
Santa Monica, California
March 11, 2003


<PAGE>



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

                                                                        December 31,
                                                                           2002
									 ---------
                                 ASSETS



TOTAL ASSETS                                                             $       -
									 =========

                 LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable and accrued expenses                                       62,635
Due to parent company                                                       52,754
									 ---------
     Total current liabilities                                             115,389
									 ---------

TOTAL LIABILITIES							   115,389
									 ---------

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                     2,288
Additional paid-in capital                                                 283,317
Deficit accumulated during the development stage                          (400,994)
									 ---------
TOTAL STOCKHOLDERS' DEFICIT                                               (115,389)
									 ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              $       -
									 =========


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




					F-1

<TABLE>
<CAPTION>

<S>                                   <C>                 <C>        <C>               <C>        <C>
				THE CHILDREN'S INTERNET, INC.
			       (Formerly D.W.C. Installations)
				(A Development Stage Company)
				  STATEMENTS OF OPERATIONS



                                          		      For the Period
                                           For The Year     September 25, 1996
                                       	 Ended December 31,    (inception) to
                                            2002     2001    December 31, 2002

REVENUE                                      $ -        $ -           $ -

General selling and                       392,389         -       400,994
          administrative expenses      	 --------   --------	 ---------

Operating loss before                    (392,389)        -      (400,994)
     provision for income taxes

Provision for income taxes                     -          -             -
				      	 --------   --------	 ---------
NET LOSS                                $(392,389)      $ -     $(400,994)
				      	 ========   ========	 =========
Net loss per common share
  - basic and diluted                     $(0.19)       $ -       $(0.31)
				     	 ========   ========	 =========
Weighted average number of common
shares outstanding
  - basic and diluted                   2,067,267   1,121,000    1,277,460
				         ========   ========	 =========

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


<PAGE>


					F-2

<TABLE>
<CAPTION>

<S>                                              <C>        <C>       <C>    <C> <C>         <C> <C>                      <C> <C>

   					      THE CHILDREN'S INTERNET, INC.
					     (Formerly D.W.C. Installations)
					      (A Development Stage Company)
					   STATEMENTS OF STOCKHOLDERS' DEFICIT


                                                        Common              Additional      Deficit Accumulated
                                                         Stock                Paid-In      During the Development
                                                                              Capital		Stage		 Stockholders'
                                                  Shares           Amount					    Deficit

Balance, September 25, 1996                              -         $    -     $    -                       -       $     -
						----------	   ------     ------		    --------	   -------
Issuance of common stock
for cash on September 24, 1996
at $0.005 per share                              1,121,000          1,121      4,484                       -         5,605

Net Loss                                                                                             (5,605)       (5,605)
						----------	   ------     ------		    --------	   -------
Balance, December 31, 1996                       1,121,000          1,121      4,484                 (5,605)             -

Net Loss                                                 -              -          -                       -             -
						----------	   ------     ------		    --------	   -------
Balance, December 31, 1997                       1,121,000          1,121      4,484                 (5,605)             -

Net Loss                                                 -              -          -                       -             -
						----------	   ------     ------		    --------	   -------
Balance, December 31, 1998                       1,121,000          1,121      4,484                 (5,605)             -

Net Loss                                                 -              -          -                       -             -
						----------	   ------     ------		    --------	   -------
Balance, December 31, 1999                       1,121,000          1,121      4,484                 (5,605)             -

Net Loss                                                 -              -          -                 (3,000)       (3,000)

Expenses paid by former officer on behalf of                                   3,000                                 3,000
company
						----------	   ------     ------		    --------	   -------
Balance, December 31, 2000                       1,121,000          1,121      7,484                 (8,605)             -

Net Loss                                                 -              -          -                       -             -
						----------	   ------     ------		    --------	   -------
Balance, December 31, 2001                       1,121,000          1,121      7,484                 (8,605)             -

Issuance of common stock
for cash on July 3, 2002
at $0.1286 per share                             1,166,755          1,167    148,833                       -        150,000

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

Services performed as capital contribution                                   125,000                               125,000

Net Loss                                                 -              -          -               (392,389)     (392,389)

						----------	   ------     ------		    --------	  --------
Balance, December 31, 2002                       2,287,755          2,288    283,317               (400,994)     (115,389)
						==========	   ======     ====== 		    ========	  ========

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



						F-3


<TABLE>
<CAPTION>

<S>                                                     <C>                <C>        <C>

						THE CHILDREN'S INTERNET, INC.
					       (Formerly D.W.C. Installations)
						(A Development Stage Company)
						   STATEMENTS OF CASH FLOWS


                                                                                   For the Period
                                                             For The Year 	  September 25, 1996
                                                           Ended December 31,	     (inception)
                                                           2002          2001     December 31, 2002

CASH FLOWS USED IN OPERATING ACTIVITIES:

Net Loss                                                 $(392,389)   $    -          $ (400,994)

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

    Services performed as capital contribution             125,000         -             125,000
    Expense paid by former officer on behalf of company      2,000         -               5,000
   Increase (decrease) in liabilities
    Accounts payable and accrued expenses                   62,635         -              62,635
    Due to parent company                                   52,754         -              52,754
							  --------   -------		--------
Net cash used in operating activities                     (150,000)        -	        (155,605)


CASH PROVIDED BY FINANCING ACTIVITIES:
    Issuance of common stock                               150,000         -    	 155,605
							  --------   -------		--------
Net cash provided by financing activities                  150,000         -             155,605
							  --------   -------		--------

CASH USED FOR INVESTMENT 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>


						F-4






                         THE CHILDREN'S INTERNET, INC.
                        (Formerly D.W.C. INSTALLATIONS)
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 2002



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.

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 no 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.

Use of Estimates

The preparation of financial statement in conformity  with  generally  accepted
accounting  principles  requires  management  to make estimates and assumptions
that affect the reported amounts of assets and  liabilities  and  disclosure of
contingent  assets and liabilities at the date of the financial statements  and
the reported  amounts  of  revenue  and  expenses  during the reporting period.
Actual results could differ from those estimates.

Cash and Cash Equivalents

The  Company considers all highly liquid investments  purchased  with  original
maturities of three months or less to be cash equivalents.

Income Taxes

Income  taxes  are  provided  for  based  on the liability method of accounting
pursuant  to  SFAS  No. 109, "Accounting for Income  Taxes".   Deferred  income
taxes, if any, are recorded  to reflect the tax consequences on future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts at each year-end.

Loss Per Share

SFAS No. 128,  "Earnings (Loss)  Per Share", requires the presentation of basic
loss per share and diluted loss per  share.  The  computation of basic loss per
share  is  computed by dividing loss available to common  stockholders  by  the
weighted average  number of outstanding common shares during the period Diluted
loss per share gives effect to all dilutive potential common shares outstanding
during the period.   As  of December 31, 2002, the Company has no anti-dilutive
common shares outstanding.

					F-5

<PAGE>





Comprehensive Income

As of December 31, 2002, the  Company has no items that represent comprehensive
income and therefore, has not included  a  schedule  of comprehensive income in
the accompanying financial statements.

Segment Reporting

The Company adopted the provisions of SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS 131 requires  public  companies
to   report  financial  and  descriptive  information  about  their  reportable
operating  segments. The Company identifies its operating segments based on how
management internally  evaluates separate financial information (if available),
business activities and  management  responsibility.  The  Company  believes it
operates  in  a  single business segment and adoption of this standard did  not
have a material impact  on The Company's financial statements. Through December
31, 2002 there have been no foreign operations.

New Accounting Pronouncements

In July 2001, the FASB issued  SFAS  No. 142, "Goodwill and Other Intangibles."
SFAS No. 142 addresses the initial recognition, measurement and amortization of
intangible assets acquired individually  or  with  a group of other assets (but
not  those acquired in a business combination) and addresses  the  amortization
provisions  for  excess  cost  over  fair  value  of  net  assets  acquired  or
intangibles  acquired in a business combination. The statement is effective for
fiscal years beginning  after  December 15, 2001, and is effective July 1, 2001
for any intangibles acquired in a business combination initiated after June 30,
2001. The Company does not expect  the  recently issued SFAS No. 142, "Goodwill
and Other Intangibles" to currently have  a  material  impact  on the Company's
financial position or results of operations since the Company has  no  goodwill
or other intangible assets.

In  October 2001, the FASB recently issued SFAS No. 143, "Accounting for  Asset
Retirement Obligations," which requires companies to record the fair value of a
liability  for  asset  retirement  obligations  in the period in which they are
incurred.  The  statement applies to a company's legal  obligations  associated
with the retirement  of  a  tangible  long-lived  asset  that  results from the
acquisition, construction, and development or through the normal operation of a
long-lived  asset.  When  a liability is initially recorded, the company  would
capitalize the cost, thereby  increasing  the  carrying  amount  of the related
asset.  The capitalized asset retirement cost is depreciated over the  life  of
the respective asset while the liability is accreted to its present value. Upon
settlement  of  the liability, the obligation is settled at its recorded amount
or the company incurs  a  gain  or  loss. The statement is effective for fiscal
years beginning after June 30, 2002.  The  Company does not expect the adoption
to have a material impact to the Company's financial  position  or  results  of
operations  since  the  Company has not participated in such activities covered
under this pronouncement.

In October 2001, the FASB  issued  SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets". Statement  144  addresses the accounting and
reporting for the impairment or disposal of long-lived  assets.  The  statement
provides a single accounting model for long-lived assets to be disposed of. New
criteria  must  be  met  to  classify the asset as an asset held-for-sale. This
statement also focuses on reporting the effects of a disposal of a segment of a
business. This statement is effective for fiscal years beginning after December
15, 2001. The Company does not expect the adoption to have a material impact to
the Company's financial position or results of operations.

In  April  2002,  the  FASB issued  Statement  No.  145,  "Rescission  of  FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement  rescinds  FASB  Statement No. 4, "Reporting Gains
and Losses from Extinguishment of Debt", and an  amendment  of  that Statement,
FASB  Statement  No.  64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements" and FASB  Statement  No. 44, "Accounting for Intangible Assets of
Motor Carriers". This Statement amends  FASB  Statement No. 13, "Accounting for
Leases",  to eliminate an inconsistency between  the  required  accounting  for
sale-leaseback  transactions  and  the  required  accounting  for certain lease
modifications  that  have  economic  effects that are similar to sale-leaseback
transactions. The Company does not expect  the  adoption  to  have  a  material
impact to the Company's financial position or results of operations.

In  June  2002,  the  FASB  issued  Statement  No.  146,  "Accounting for Costs
Associated  with  Exit  or  Disposal  Activities."  This  Statement   addresses
financial  accounting  and reporting for costs associated with exit or disposal
activities and nullifies  Emerging  Issues  Task  Force  (EITF) Issue No. 94-3,
"Liability  Recognition  for  Certain Employee Termination Benefits  and  Other
Costs  to  Exit  an  Activity  (including   Certain   Costs   Incurred   in   a
Restructuring)."  The  provisions  of  this Statement are effective for exit or
disposal activities that are initiated after  December  31,  2002,  with  early
application  encouraged.  The  Company  does  not expect the adoption to have a
material impact to the Company's financial position or results of operations.

					F-6

In October 2002, the FASB issued Statement No.  147,  "Acquisitions  of Certain
Financial Institutions-an amendment of FASB Statements No. 72 and 144  and FASB
Interpretation  No.  9",  which  removes acquisitions of financial institutions
from the scope of both Statement 72  and  Interpretation  9  and  requires that
those  transactions  be  accounted  for in accordance with Statements No.  141,
Business Combinations, and No. 142, Goodwill  and  Other  Intangible Assets. In
addition, this Statement amends SFAS No. 144, Accounting for  the Impairment or
Disposal  of  Long-Lived  Assets,  to include in its scope long-term  customer-
relationship intangible assets of financial institutions such as depositor- and
borrower-relationship  intangible  assets   and  credit  cardholder  intangible
assets. The requirements relating to acquisitions  of financial institutions is
effective for acquisitions for which the date of acquisition  is  on  or  after
October  1,  2002.  The  provisions related to accounting for the impairment or
disposal  of  certain long-term  customer-relationship  intangible  assets  are
effective on October  1,  2002.  The  adoption of this Statement did not have a
material impact to the Company's financial position or results of operations as
the Company has not engaged in either of these activities.

In December 2002, the FASB issued Statement  No.  148,  "Accounting  for Stock-
Based Compensation-Transition and Disclosure", which amends FASB Statement  No.
123, Accounting for Stock-Based Compensation, to provide alternative methods of
transition  for a voluntary change to the fair value based method of accounting
for stock-based  employee  compensation. In addition, this Statement amends the
disclosure requirements of Statement  123  to  require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The transition guidance and annual disclosure  provisions of Statement
148 are effective for fiscal years ending after December 15, 2002, with earlier
application   permitted  in  certain  circumstances.  The  interim   disclosure
provisions are  effective for financial reports containing financial statements
for interim periods  beginning  after  December  15, 2002. The adoption of this
Statement did not have a material impact to the Company's financial position or
results   of  operations  as  the  Company  does  not  have   any   stock-based
compensation.

In January  2003,  the  FASB  issued  Interpretation  No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes  the  criteria  by which
one  company  includes another entity in its consolidated financial statements.
Previously, the  criteria  were  based  on  control  through  voting  interest.
Interpretation 46 requires a variable interest entity to be consolidated  by  a
company  if  that company is subject to a majority of the risk of loss from the
variable interest  entity's activities or entitled to receive a majority of the
entity's residual returns  or  both.  A  company  that  consolidates a variable
interest  entity  is  called  the  primary  beneficiary  of  that  entity.  The
consolidation requirements of Interpretation 46 apply immediately  to  variable
interest   entities   created   after   January  31,  2003.  The  consolidation
requirements apply to older entities in the first fiscal year or interim period
beginning after June 15, 2003. Certain of  the disclosure requirements apply in
all financial statements issued after January  31, 2003, regardless of when the
variable  interest  entity was established. The Company  does  not  expect  the
adoption to have a material  impact  to  the  Company's  financial  position or
results of operations.


NOTE 2 - RESTATEMENT

The financial statements for the period ending September 30, 2002 were restated
to reflect the replacement of the license and technology agreement with Two Dog
Net,  Inc.  with  a wholesales sale and marketing agreement.  On September  10,
2002, the Company  entered  into  a  renewable  five year royalty and licensing
agreement  with  Two Dog Net, Inc. ("TDN"). Under the  terms  of  that  license
agreement with TDN, in addition to the monthly royalty payment due, the Company
was required to pay  an additional $2,000,000 no later than September 10, 2004.
The Company capitalized  this amount for the technology license and established
an amortization period of three years, the expected useful life of the license.
On November 5, 2002, the Company  exchanged  two million shares of its Series A
Convertible Preferred Stock for the long term debt owed. The original agreement
did  not reflect the true intent of the parties  and  on  March  3,  2003,  the
Company  replaced  the  royalty  and license agreement with a wholesale sales &
marketing agreement with the same  effective  date  of  September 10, 2002 (see
Note  3).  The  effect  of  the  change  was to remove long term  debt  and  an
intangible asset net of accumulated amortization  from the balance sheet and to
reduce the net loss for the three months ended September 30, 2002 ($53,118) and
to reduce stockholders' deficit at September 30, 2002  by  a  like amount.  The
financial  statements  for the three and nine months ended September  30,  2002
have  been  restated  to properly  reflect  the  replacement  agreement.   This
restatement resulted in the following changes:



					Three months		Nine months
					   Ended		  Ended
						September 30, 2002

Net Loss, as previously reported	 $(300,894)		 $(315,846)
Restatement				    53,118 		    53,118
					 ----------		 ----------

Net Loss, as restated			 $(247,776)		 $(262,728)
					 ==========		 ==========

Net Loss per share, as previously reported  $(0.13)		    $(0.21)
Restatement				      0.02 		      0.04
					 ----------		 ----------
Net Loss per share, as restated	 	    $(0.11)		    $(0.17)
					 ==========		 ==========

					F-7



NOTE 3 -   SALES AND MARKETING AGREEMENT

The agreement  is for an  exclusive and renewable five year wholesale sales and
marketing  agreement with Two  Dog  Net,  Inc.  ("TDN")  to  be  the  exclusive
marketers of  their proprietary and patent pending secured internet service for
children pre-school  to  junior  high  called The Children's Internet(R) and an
internet dial-up service. Under the terms  of  the  agreement,  the Company can
continue  the  agreement for an additional five years on the same terms  unless
either party terminates  by  written notice to the other party no less than one
year before the end of the term.  Under  the  terms  of the sales and marketing
agreement with TDN, the Company will pay TDN a fee per month per subscriber for
the services subscribed.


NOTE 4 - RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal  property.  The Parent
Company provides for the office space utilized and pays for the utilities.  The
Company  has accrued a payable due to the parent company for  reimbursement  of
such costs.

The Company's  President, Chief Executive Officer and Director, Sholeh Hamedani
and an outside financial  consultant have provided services to the Company at a
fair market value of $125,000,  and  will  not  seek  payment  for the services
provided.

The  Company,  Shadrack  and  TDN  are  related  parties  in that the Company's
President, Chief Executive 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 is Nasser  Hamedani,  the  father of the
Company's President, Chief Executive Officer, and Director, Sholeh Hamedani.

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
extend  the  term 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.

Nasser Hamedani owns 47% of TDN, the company  with whom the Company has entered
into the Sales and Marketing Agreement, and he  is  the father of the Company's
President,  Chief  Executive  Officer, Chief Financial Officer,  and  Director,
Sholeh Hamedani.

					F-8

In a Stock Purchase Agreement dated  October  11,  2002, the Company's original
shareholders  sold  1,118,500  of  their  shares  of common  stock  to  various
purchasers,  two of whom are related parties to the  Company.   Some  of  these
purchasers were introduced to the original shareholders by Sholeh Hamedani, the
Company's 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 sale by the Purchasers was in turn  loaned  to
the  Company's  parent,  who  used these funds to finance the operations of the
Company.  These amounts are reflected  on  the  financial  statements as Due to
Parent Company.


NOTE 5 - SUBSEQUENT EVENTS

On  February  6,  2003,  the  Company filed a Form SB-2 registration  statement
offering for sale 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.


					F-9


<PAGE>



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

None.

                                   PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Our directors and executive officers are as follows:


     Name              	Age		Position
     ----		---		--------
Sholeh Hamedani   	35 	President, Chief Executive Officer,
				Chief Financial Officer,
				Chairman of the Board of Directors

Jamshid Ghosseiri 	63 	Secretary, Director

Tyler Wheeler     	32 	Director

Roger Campos, Esq.	56 	Director

Dale Boehm        	34 	Director


MS. SHOLEH HAMEDANI, is our President, Chief Executive Officer, Chief Financial
Officer and has been our Chairman of the Board since August 23, 2002.  From May
2002 through the  present,  she has served as the President, CEO and Founder of
Shadrack Films, Inc., formerly The Children's Internet, Inc.  From July 1995 to
August 2002, she was President  and  co-founder of Two Dog Net, Inc. a security
solutions provider and software developer.   She  was  responsible for managing
product development of new technologies, as well as creating  and  implementing
their  marketing  strategies.  Ms.  Hamedani's  experience  includes local  and
national  advertising  campaigns  on television, radio, and print  as  well  as
producing, scripting and directing  educational  video  programs and television
Infomercials. Prior to Two Dog Net, Inc. Ms. Hamedani was  part of the founding
team at SyberVision Systems in the Production and TV Media Department from 1985
to 1989.  Ms. Hamedani attended California State University,  Hayward  majoring
in Business Administration from 1985 to1988.

MR.  JAMSHID  GHOSSEIRI has been a director since August 23, 2002 and Secretary
since January 2, 2003.  From January 9, 1989 through the present, he has served
as Chief of the  Microbiology  Department  at  Mt.  Diablo  Medical Center. Mr.
Ghosseiri has over 35 years of experience in the field of clinical microbiology
and  research in infectious diseases. He received a B.S. from  San  Jose  State
University  in  1966  and  completed  his  Post  Graduate Studies in Infectious
Diseases at Stanford University in 1969.

MR. TYLER WHEELER has been a director since August  23,  2002.  Mr. Wheeler has
spent  the greater portion of his life in the presence of computer  technology,
specializing  in  system  integration  and  design.   He  co-founded Micro Tech
Systems in 1989.  In 1993, he and his father founded Integrative Systems, Inc.,
a hardware and software computer consulting firm. From January 1996 through the
present, Mr. Wheeler serves as Vice President of Technology  at  Two  Dog  Net,
Inc.  a  security  solutions  provider  and  software  developer.   Mr. Wheeler
completed  a  BA  in  Finance  and Business Law at California State University,
Fresno in May of 1996.

MR. ROGER CAMPOS, ESQ. has been  a  director since August 23, 2002.  Mr. Campos
received  his  J.D.  (law)  degree  in  June   1972   from  the  United  States
International University (San Diego, CA) and received his  BA  in  June of 1969
from  the  University  of California at Santa Barbara. He has over 25 years  of
experience in legal and  management  positions  with five federal U.S. agencies
during the Nixon, Ford, and Reagan administrations, including the White House's
Office of Management and Budget. From February 2002  through  the  present,  he
serves  as  President  and  CEO of the Minority Business Roundtable, a national
membership organization, based  in  Washington  DC,  for  CEOs  of the nation's
largest  minority-owned  companies.  From  January  2000 to February 2002,  Mr.
Campos  was  Executive  Director  of  the Minority Business  Roundtable.   From
January  1997  to  January 2000, he served  as  Vice  President  of  government
relations for the Hispanic Association of Colleges and Universities. Mr. Campos
provides consulting  services in the areas of contracting, marketing, financing
and business transactions.

MR. DALE BOEHM has been  a  director  since  August  23,  2002.  From July 2001
continuing  through the present, Mr. Boehm has served as Director of  Sales  at
Qwest Telecommunications,  Inc.  From December 2000 to July 2001, Mr. Boehm was
the Regional Vice President  of  Central  Region  Sales  at  OneSecure  Inc., a
managed security services provider enabling clients to co-manage firewalls. Mr.
Boehm  was  Regional  Vice  President Enterprise Solutions of GlobalCenter from
November 1999 through December  2000  and  Manager IP Network Solutions at AT&T
from  February  1999  through November 1999.  From  January  2000  through  the
present, Mr. Boehm has  been  an  instructor of TCP/IP, Business-to-Business e-
Commerce, and IP Technology programs  at the University of Wisconsin-Milwaukee.
He  is  the Chairman on the Executive Steering  Committee  for  the  University
Outreach  Program.   He  is  also  a member of the Information Systems Security
Association    (ISSA)(R).    Mr.   Boehm   received    his    Certificate    of
Telecommunications  Analysis from the University of Wisconsin-Milwaukee in 1994
and is currently enrolled  at  Concordia  University,  Mequon,  Wisconsin for a
Bachelor of Arts, Management & Communication degree.

Directors  are  elected  to serve until the next annual meeting of stockholders
and until their successors  have  been elected and have qualified. Officers are
appointed to serve until the meeting  of  the  Board of Directors following the
next  annual  meeting  of  stockholders and until their  successors  have  been
elected and qualified.


                                       10
<PAGE>


COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
officers, as well as persons  who  own  more  than  10%  of  our  common  stock
("Reporting Persons") to file reports of ownership and changes in ownership  on
Forms  3,  4  and  5  with the Securities and Exchange Commission.  The Company
believes that all Reporting  Persons  have  complied on a timely basis with all
filing requirements applicable to them.

ITEM 10. EXECUTIVE COMPENSATION.

GENERAL COMPENSATION DISCUSSION

All decisions regarding compensation for our  executive  officers and executive
compensation programs are reviewed, discussed, and approved  by  the  Board  of
Directors.   All  compensation  decisions  are  determined following a detailed
review   and  assessment  of  external  competitive  data,   the   individual's
contributions   to   our   success,   any   significant   changes  in  role  or
responsibility, and internal equity of pay relationships.

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation earned  by or paid to the
executive  officers  for  the  last  three fiscal years.  None of our  officers
earned more than $100,000 in the last three fiscal years.


                                       11

<PAGE>





<TABLE>
<CAPTION>


                                              ANNUAL COMPENSATION	LONG TERM COMPENSATION
<S>                                   <C>  <C>   <C> <C>    <C>           <C>            <C>               <C> <C>     <C>
                                                                                 Awards               Payouts
                                     Year               Other Annual   Restricted     Securities       LTIP      All Other
                                                        Compen-sation Stock Awards    Underlying      Payouts  Compensation
                                          Salary  Bonus      ($)          ($)          Options/         ($)         ($)
                                            ($)    ($)                                   SARs
                                                                                          (#)
Sholeh Hamedani, President,
   CEO, CFO 			     2002 $75,000[1]$0       $0            $0             -0-           $0          $0

Alan Schram, President, Secretary    2002 $142,848  $0       $0            $0             -0-           $0          $0
 and Treasurer[2]
                                     2001  $  0     $0       $0            $0             -0-           $0          $0

Hagit Bernstein, President and       2000  $  0     $0       $0            $0             -0-           $0          $0
Secretary[3]
                                     1999  $  0     $0       $0            $0             -0-           $0          $0

Raphi Shram, Treasurer[4]            2000  $  0     $0       $0            $0             -0-           $0          $0

                                     1999  $  0     $0       $0            $0             -0-           $0          $0

</TABLE>




No options or SARs where granted to any executive officers.

EMPLOYMENT AND RELATED AGREEMENTS

We have not entered into any employment agreements.

COMPENSATION OF DIRECTORS

Directors of the Company do not receive any cash compensation, but are entitled
to reimbursement of their reasonable expenses  incurred in attending directors'
meetings.

				12


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth the shareholdings  of those persons who: (i) own
more  than  5%  of our common stock as of March 28, 2003  with  the  number  of
outstanding shares  at 2,287,755; (ii) are our officers or directors; and (iii)
all officers and directors as a group:


<TABLE>
<CAPTION>
                      Name                    Number of        Percentage
						Shares	      Beneficially
								Owned[5]

<S>                                               <C>              <C>
Sholeh Hamedani, President,
	CEO, CFO, Director[6]		       1,166,755[7]     51.0%

Jamshid Ghosseiri, Ph.D., Secretary, Director(2)   -0-             -0-

Tyler Wheeler, CTO, Director(2)                    -0-             -0-

Roger Campos, Esq., CTO, Director(2)               -0-             -0-

Dale Boehm, Director(2)                            -0-             -0-

All Officers and Directors as a
	group (5 people)                       1,166,755         51.0%

Shadrack Films, Inc.                           1,166,755 (3)     51.0%

</TABLE>



	 1 - Accrued unpaid and was contributed to capital as of December 31, 2002.

	 2 - Resigned August 12, 2002.

	 3 - Resigned January 1, 2001.

	 4 - Resigned January 1, 2001.

	 5 - Except as otherwise indicated, we believe that the beneficial owners
	     of Common Stock listed above, based on information furnished by such
	     owners, have sole investment and voting power with  respect to  such
	     shares,  subject   to  community  property  laws  where  applicable.
	     Beneficial  ownership  is  determined  in  accordance with the rules
	     of the SEC  and  generally  includes voting or investment power with
	     respect to securities.  Shares of Common Stock subject to options or
	     warrants currently exercisable, or exercisable within 60  days,  are
	     deemed outstanding for purposes of computing the  percentage of  the
	     person  holding  such  options  or  warrants,  but  are  no   deemed
	     outstanding for purposes of computing  the percentage  of any  other
	     person.

	 6 - c/o 2401 Crow Canyon Road, Suite 201, San Ramon, California  94583.

	 7 - Consists of 1,166,755  shares of common  stock  owned  by  Shadrack
	     Films, Inc.  formerly known  as The  Childrens  Internet,  Inc.,  a
	     California  corporation,  of  which  Sholeh  Hamedani  is  the sole
	     shareholder.







ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We have related parties as follows:

    -  Our  President,  Chief  Executive  Officer, and  one  of  our Directors,
       Sholeh Hamedani, is the sole shareholder of our parent company, Shadrack
       Films, Inc.  Ms. Hamedani was also President  of  Two Dog Net, Inc., the
       licensor of The Children's Internet(R) technology until  August 1, 2002.
       Ms. Hamedani also owns approximately 10% of the total outstanding shares
       of Common Stock of Two Dog Net, Inc.

   -   Ms.  Hamedani's  father,  Nasser Hamedani,  is  the  current  President,
       Chairman and majority shareholder of Two Dog Net, Inc.


On June 28, 2002, we entered into a Consulting Agreement with Alan Schram. This
agreement provides for Alan Schram to  provide  consulting  services to us.  In
return for his services, the agreement entitles Alan Schram to  receive  25,000
shares  of  our  common  stock  at the completion of the agreement's four month
term.  We are currently in negotiations  with  Mr. Schram to extend the term of
this  agreement.  As of the date hereof, these shares  have  not  been  issued.
Alan Schram  is  our  former  President, Secretary, Chief Financial Officer and
Director.

On  July  3, 2002, we entered into  an  agreement  with  Shadrack  Films,  Inc.
Pursuant to  the agreement, we sold 1,166,755 newly issued shares of our common
stock to Shadrack  Films,  Inc.  in exchange for an aggregate purchase price of
$150,000.  Sholeh Hamedani is the sole shareholder of Shadrack Films, Inc.

On September 10, 2002, we entered  into an agreement with Two Dog Net, Inc. for
the exclusive rights to market, sell  and distribute The Children's Internet(R)
technology and intellectual property. Under our new Wholesale Sales & Marketing
Agreement, effective March 3, 2003, we  will  pay the following fees to Two Dog
Net:

   -  $3.00 per month for each user accessing The Children's Internet(TM)
      service;

   -  $3.79 per month for each user accessing the Internet dial-up
      service; and

   -  $0.75 per user for each hour of usage in excess of 150 hours in a
      given month.

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 us. 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
sale by the purchasers was in turn  loaned  to Shadrack Films, Inc., our parent
company.  Shadrack Films used these funds to  finance  our  initial  operations
thus far.  These amounts are reflected on the financial statements as  "Due  to
Parent Company."


ITEM 13.EXHIBITS AND REPORTS ON FORM 8-K.


<PAGE>

(A) EXHIBITS

      3.1   Articles of Incorporation, dated September 25, 1996*
      3.2   Certificate of Amendment of Articles of Incorporation, dated
            February 10, 2000*
      3.3   Certificate of Amendment of Articles of Incorporation, dated
            December 27, 2002*
      3.4   Certificate of Designation of Series A Preferred Stock, dated
            November 8, 2002*
      3.5   Bylaws*
      10.1  Plan of Reorganization and Acquisition, July 3, 2002*
      10.2  Consulting Agreement with Alan Schram, dated June 28, 2002*
      10.3  License Agreement dated September 10, 2002*
      10.4  Amendment to License Agreement, dated November 5, 2002*
      10.5  Wholesale Sales & Marketing Agreement, dated March 3, 2003**
      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 the Company's Registration Statement on Form
SB-2, filed on February 10, 2003, as amended (Registration No. 333-103072).

**Incorporated by reference from the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2002, filed on March 31, 2003 (SEC File No.
000-29611).

(B)   REPORTS ON FORM 8-K

None.

ITEM 14  CONTROLS AND PROCEDURES

Our Chief Executive  Officer,  President,  and  Chief  Financial  Officer  (the
"Certifying   Officers")  are  responsible  for  establishing  and  maintaining
disclosure controls  and  procedures  for the Company.  The Certifying Officers
have designed such disclosure controls  and  procedures 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  within 90 days of the date
of  this  report  and  believe  that  the  Company's  disclosure  controls  and
procedures are effective based on the required evaluation.   There have been no
significant  changes  in  internal  controls  or  in  other factors that  could
significantly  affect  internal  controls  subsequent  to  the  date  of  their
evaluation,  including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

                                  SIGNATURES

In  accordance  with  Section  13  or 15(d) of the Exchange Act, the registrant
caused  this  report  to  be signed on its  behalf  by  the  undersigned,  duly
authorized.

                                       THE CHILDREN'S INTERNET, INC.


DATED: November 21, 2003               By: /s/ Sholeh Hamedani
				       -------------------------------------
                                           Sholeh Hamedani
                                           President, Director
                                           (Principal Executive Officer)


DATED: November 21, 2003               By: /s/ Sholeh Hamedani
				       -------------------------------------
                                           Sholeh Hamedani
                                           Chief Financial Officer, Director
                                           (Principal Financial Officer and
                                           Principal Accounting Officer)