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                                                      Registration No. 333-47578



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                 FORM SB-2
        Post-effective Amendment # 2

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            Shopathomekids.Com, Inc.
                 (Name of Small Business Issuer in its charter)

Texas                      5961                             75-2882140

(State or Jurisdiction     (Primary Standard Industrial     (I.R.S. Employer
of organization)           Classification Code Number       Identification No.)



                           223 E. FM 1382, Suite 12720
                            Cedar Hill, Texas, 75104
                        (972) 293-2424 Fax (972) 293-1171

        (Address and telephone number of Registrant's principal executive
                    offices and principal place of business)


                                 Lewis Prowse II
                           223 E. FM 1382, Suite 12720
                            Cedar Hill, Texas, 75104
                        (972) 293-2424 Fax (972) 293-1171

           (Name, address, and telephone number of agent for service)

Approximate  date of proposed sale to the public:  As soon as practicable  after
this Registration Statement becomes effective.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [x]_________________________.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462 (b) under the  Securities  Act,  please check the  following box and
list the Securities Act. [ ] __________________.

If this Form is a post-effective  amendment filed pursuant to Rule 462 (c) under
the Securities  Act,  please check the following box and list the Securities Act
registration statement number [ ] __________________.

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the Securities  Act,  please check the following box and list the Securities Act
registration statement number [ ] _________________.

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box [ ]_________________________.



Title of Each Class of    Amount to be   Proposed maximum     Proposed Maximum           Amount Of
Securities to be           Registered     Offering Price     Offering Price (1)    Registration Fee (3)
registered                    ****         Per Share (1)            *****                 *******



Common stock, $.001            400,000   $            0.25   $           100,000   $               26.40




Common stock, $.001 (2)      3,399,300   $            0.25   $           849,825   $              224.35



Total                        3,799,300   $            0.25   $           949,825   $              250.75
(1) Estimated solely for purposes of calculating the registration fee.

(2)  Represents  common  stock to be  registered  on  behalf  of the 21  selling
security-holders.

(3) Previously paid by wire transfer



THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED,  OR UNTIL THE  REGISTRATION  STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
,8(a), MAY DETERMINE.

                                        1

EXPLANATORY NOTE

We are filing this post effective amendment in order to amend the plan of distribution to omit the statement that this offering will be conducted in the state of Texas to reflect "We will market the shares to a limited number of individuals known to management". The updated information can be found in the plan of distribution section.

Preliminary Prospectus
Shopathomekids.com, Inc.
a Nevada corporation

3,799,300 shares of common stock

This prospectus relates to 3,799,300 shares of common stock of
Shopathomekids.com, Inc. 3,399,300 of the shares are issued and outstanding
shares of common stock acquired by the selling security holders in private
placement transactions which were exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933. No national securities
exchange or the Nasdaq Stock Market lists the common stock being offered by the
selling security holders, and we have not applied for listing or quotation with
any national securities exchange or automated quotation system. Additionally, we
are registering 400,000 shares to be offered to a limited number of persons.

Our shares are going to be sold by our officers and directors namely Lewis
Prowse II our President and Larry Ballard our Secretary/Treasurer. The shares
will be sold on a best efforts basis with no minimum sale required. All funds
will be immediately available to us as soon as they are received.

This offering will end 120 days from the effective date of this prospectus. We
have the option of extending this offering for an additional 120 days if needed.

Additionally, we are registering 400,000 shares to be offered to a limited
number of persons. The 400,000 shares to be offered by us shall be offered and
sold:

o For a purchase price of $0.25 per share;

o Without any underwriting discounts or commissions; and

o If all of the shares offered by us are purchased, the proceeds to
Shopathomekids.com, Inc. will be $100,000.

The shares of common stock have not been registered for sale by the selling
security holders under the securities laws of any state as of the date of this
prospectus. Brokers or dealers effecting transactions in the shares should
confirm the registration thereof under the securities laws of the states in
which transactions occur or the existence of any exemption from registration.

See "risk factors" on pages 4 to 8 for factors to be considered before investing
in the shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.

The information in this prospectus is not complete and may be changed. The
selling security holders may not sell their securities until the registration
statement filed with the Securities and Exchange Commission is effective. In
addition, we may not sell our securities until this registration statement
becomes effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

The date of this prospectus is September 23, 2000 Subject to Completion

TABLE OF CONTENTS

Prospectus Summary.........................................................4
Risk Factors...............................................................4
Use of proceeds............................................................8
Determination of Offering Price............................................11
Dilution...................................................................11
Plan of Distribution.......................................................12
Legal Proceedings..........................................................13
Directors, Executive Officers, Promoters and Control persons...............13
Security Ownership of Certain Beneficial Owners and Management.............14
Selling Security Holder....................................................15
Description of Securities..................................................17
Interest of Named Experts and Counsel......................................18
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities..............................................18
Description of Business....................................................19
Management' Discussion and Analysis of Financial Condition
and Results of Operations...............................................21
Description of Property....................................................23
Certain Relationships and Related Transactions.............................23
Market for Common Equity and Related Stockholder Matters...................24
Executive Compensation.....................................................24
Financial Statements.......................................................25
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure................................................26
Indemnification of Directors and Officers..................................26
Recent Sales of Unregistered Securities....................................26
Exhibits...................................................................26
Signatures .............................................................27
Power of Attorney..........................................................28

Outside Back Cover Page

Dealer Prospectus Delivery Obligation

Until _______, all dealers that effect transactions in these securities, whether
or not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligations to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

Prospectus Summary

Our Business: Our principal business address is 223 E. FM
1382, Suite 12720, Cedar Hill, Texas,
75104; our main business telephone number
is 972.293.2424.

We were formed to offer an alternative to
kids and teens who want to find a common
gathering place on the internet to share
ideas through live chat channels in what we
believe to be a safe and secure environment
for young people.

We have been developing our web site since
inception in October 1999. We are not
currently prepared to accept orders at this
time. We expect to be able to accept orders
by March 15, 2001. We expect a full launch
by May 30, 2001. We have not had any
revenues and do not expect any revenues
until the full launch of our web site. We
have secured the services of S.D.S Wholesale
to distribute the products we will offer for
sale.

We plan to offer a new product for kids and
teens to purchase products through the
internet via a proprietary online credit
card system that can be funded by parents
and family members. The card system will be
password protected and function similarly to
a standard credit card. The amount the
purchaser can spend is directly related to
the amount of funds that have been
contributed to the account by the customer
or a family member. We are currently testing
our website and expect to go online for
transactions mid way through the first
quarter of 2001.

We plan to generate revenue by selling our
products through our website to members who
visit our site. Parents will be able to
purchase products for their children and
will be able to add money to their
children's on line credit card.

Mr. Lewis Prowse II is our president. Our
only employees are Larry Ballard, Secretary
Treasurer; Tarja Mees; Director and Romie
Krickbaum, Director. None of our Officers or
Directors have experience in the internet
sector specifically e-commerce. However, our
Officers and directors have management,
accounting, customer service and internet
technology knowledge that will be helpful in
the running of an internet based business.

Our State of Organization: We were incorporated in Texas on October
27, 1999.

Number of Shares offered shares The selling security holders want to sell
3,399,300 shares of our common stock. The
were acquired by the selling security
holders in private placement transactions
which were exempt from the registration and
prospectus delivery requirements of the
Securities Act of 1933. We also intend to
sell 400,000 shares of our common stock
being registered pursuant to this
registration statement. We will sell the
shares we are registering only to those
individuals who have received a copy of the
prospectus. In addition , we will attempt
to sell only to those individuals who have
knowledge of the internet and e-commerce
industry. We believe that most, if not
all, of the shares we are registering
will be sold to business associates of Mr.
Prowse, our President and Mr. Ballard,
our Secretary/Treasurer and our founding
shareholders. The termination date of the
offering will occur 240 days from the date
this registration statement is declared
effective by the Securities and Exchange
Commission.

Estimated use of are purchased. We will receive as
much as $100,000 if all of the shares
offered by us at $0.25 per share proceeds:
We intend to use any proceeds form such sale
for the purchase of technology equipment,
promotion of our website, corporate
development, establish strategic
relationships, secure suppliers and for
working capital. The proceeds from the sale
of the shares will be immediately available
for use by us. The proceeds from the sale of
the shares we are registering will not be
held in escrow. We will no receive any of
the proceeds from the sale of the shares
offered by the selling security holders.

RISK FACTORS

In addition to the other information specified in this prospectus, the following
risk factors should be considered carefully in evaluating our business before
purchasing any of the shares of common stock. A purchase of the shares is
speculative in nature and involves a lot of risks. No purchase of our common
stock should be made by any person who is not in a position to lose the entire
amount of his investment.

Our Officers and Directors are offering shares for sale

Our Officers and Directors are included as selling security holders. Our
Officers and Directors are offering 3,000,000 shares of the 3,399,300 shares
being registered. The selling security holders, including our officers and
directors, may sell all of their shares as soon as possible, which could
significantly decrease the price of our common stock and reduce our officers'
and directors' desire to see us succeed. Our Officers and Directors were issued
their shares for services performed on our behalf.

All of the stock owned by the selling security holders, including our officers
and directors, will be registered by the registration statement of which this
prospectus is a part. The selling security holders, including our officers and
directors, may sell some or all of their shares immediately after they are
registered. In the event that the selling security holders sell some or all of
their shares, the price of our common stock could decrease significantly.

Because we are a new company with losses since our formation, we anticipate that
we will lose money in the foreseeable future, we may not be able to achieve
profitable operations.

Since inception, October 27, 1999 we have incurred significant losses.
As of November 30, 2000, we have incurred net losses of $31,660.

We expect operating losses and negative cash flow to continue for the
foreseeable future. We anticipate our losses will increase significantly from
current levels because we expect to incur additional costs and expenses related
to:

- brand development, marketing and other promotional activities;

- the continued development of our Web site, transaction-processing systems and
network infrastructure;

- the expansion of our product offerings and Web site content; and

- strategic relationship development.

Our ability to become profitable depends on our ability to generate and
sustain substantially higher net sales while maintaining reasonable expense
levels. If we do achieve profitability, we cannot be certain that we would be
able to sustain or increase profitability on a quarterly or annual basis in the
future. See "Selected Financial Data" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations".

Seasonality could cause our quarterly sales to fluctuate dramatically

5
Because we are in the business of selling toys, the demand for our
products could change dramatically depending on the time of the year. For
example; during the Christmas holiday season the demand for our products should
be higher than the summer months. As a result of the fluctuating demand our
sales will be dramatically affected which will change our results form
operations from quarter to quarter.

There is a possibility that customers may not receive their products in a
timely manner

We do not plan to store any inventory of products. As a result there is
a possibility customers may not receive products in a timely manner if the
distributor occurs difficulty in receiving or acquiring products. If this
becomes a problem there is a possibility that we may lose customers and would
eventually affect our operating results. If this occurs our stock price could
become extremely volatile.

Because we do not have long-term or exclusive vendor contracts, we may not be
able to get sufficient quantities of popular children's products in a timely
manner. As a result, we could lose customers

In our industry it is vital to have long-term and exclusive vendor
contracts in order for customers to receive their products in a timely manner.
If we are not able to offer our customers sufficient quantities of toys or other
products in a timely manner, we could lose customers and our net sales could be
below expectations. Our success depends on our ability to purchase products in
sufficient quantities at competitive prices, particularly for the holiday
shopping season. As is common in the industry, we do not have long-term or
exclusive arrangements with any vendor or distributor that guarantee the
availability of toys or other children's products for resale. Therefore, we do
not have a predictable or guaranteed supply of toys or other products.

The management has limited experience in relation to the internet and
marketing industry. There is no guarantee that management will have the ability
to be successful in starting and managing an ongoing business. Because of the
lack of experience of management there is a possibility you may lose your entire
investment. In addition, all decisions with respect to the management of our
Company will be made exclusively by our officers and directors. Investors will
only have rights associated with minority ownership interest rights to make
decision which effect Shopathomekids.com, Inc.. The success of
Shopathomekids.com, Inc. , to a large extent, will depend on the quality of the
directors and officers we can attract. Accordingly, no person should invest in
the Shares unless he is willing to entrust all aspects of the management to our
officers and directors. At present we do not have key man life insurance. If a
catastrophic event were to occur to either of our officers or directors it will
have an adverse effect on our business.

We have had limited prior operations and few assets

We have no revenues from our operations, and our assets consists of
minimal computer equipment and software.. We have only been in operation since
our incorporation date of October 27, 1999.There can be no assurance that we
will generate revenues in the future; and there can be no assurance that we will
operate at a profitable level. See "Description of Business." If we are unable
to obtain customers and generate sufficient revenues so that it can profitably
operate, Shopathomekids.com, Inc. 's business will not succeed. In this event,
investors in the Shares may lose their entire investment.

We do not have supplier contracts

We do not currently have supplier contracts for our products that will
be sold. The size of our Company may prevent us from securing adequate supplier
contracts and we may therefore be unable to compete in the marketplace if the
products that are wished to be purchased cannot be procured. If this occurs
there is a possibility you may lose your entire investment.
6

We may not be able to compete successfully against current and future
competitors.

The online commerce market is new, rapidly evolving and intensely
competitive. Increased competition is likely to result in price reductions,
reduced gross margins and loss of market share, any of which could seriously
harm our net sales and results of operations. We expect competition to intensify
in the future because current and new competitors can enter our market with
little difficulty and can launch new Web sites at a relatively low cost. In
addition, the children's toy, video game, software, video and music retailing
industries are intensely competitive.

We currently or potentially compete with a variety of other companies,
including:

- traditional store-based toy and children's product retailers such as Toys R
Us, FAO Schwarz, Zany Brainy and Noodle Kidoodle;

- major discount retailers such as Wal-Mart, Kmart and Target;

- online efforts of these traditional retailers, including the online stores
operated by Toys R Us, Wal-Mart and FAO Schwarz;

- physical and online stores of entertainment entities that sell and license
children's products, such as The Walt Disney Company and Warner Bros.;

- catalog retailers of children's products;

- vendors or manufacturers of children's products that currently sell some of
their products directly online, such as Mattel and Hasbro;

- other online retailers that include children's products as part of their
product offerings, such as Amazon.com, Barnesandnoble.com, CDnow, Beyond.com and
Reel.com;

- Internet portals and online service providers that feature shopping services,
such as AOL, Yahoo!, Excite and Lycos; and

- various smaller online retailers of children's products, such as
BrainPlay.com, Red Rocket and Toysmart.com.

We lack diversification of our business

The size of our Company makes it unlikely that we will be able to
commit our funds to diversify our business until we have a proven track record,
and Shopathomekids.com, Inc. may not be able to achieve the same level of
diversification as larger entities engaged in this type of business. We are
relying on one main focus that of offering products through our website.

7
We do not anticipate paying cash dividends in the near future

We do not anticipate paying cash dividends on our Shares for the
foreseeable future and we intend to retain any future earnings to finance the
growth of our business. Payment of dividends, if any, will depend, among other
factors, on earnings, capital requirements, and the general operating and
financial condition of Shopathomekids.com, Inc., and will be subject to legal
limitations on the payment of dividends out of paid-in capital.

Our officers and directors may have conflicts of interest that may detract from
their services to Shopathomekids.com, Inc..

Therefore, our officers and directors may not devote sufficient time to our
affairs. The persons serving as our officers and directors have existing
responsibilities and may have additional responsibilities to provide management
and services to other entities. As a result, conflicts of interest between us
and the other activities of those persons may occur from time to time, in that
our officers and directors shall have conflicts of interest in allocating time,
services, and functions between the other business ventures in which those
persons may be or may become involved and our affairs.

We anticipate that we will need to raise additional capital to market and
distribute our wireless telecommunications technology and complete our
development.

To market our website and distribute our products and complete our development,
we will be required to raise additional funds. We believe that we may be able to
acquire additional financing at commercially reasonable rates. There can be no
assurance that we will be able to obtain additional financing at commercially
reasonable rates. We anticipate that we will spend a lot of funds on the
marketing and development of our website. Our failure to obtain additional funds
would significantly limit or eliminate our ability to fund our sales and
marketing activities. This would have a material adverse affect on our ability
to continue our operations.

We anticipate that we may seek additional funding through public or private
sales of our securities. That could include equity securities, or through
commercial or private financing arrangements. Adequate funds may not be
available when needed or on terms acceptable to us. In the event that we are not
able to obtain additional funding on a timely basis, we may be required to limit
any proposed operations or eliminate certain or all of our marketing programs,
either of which could have a material adverse affect on our results of
operations.

We will not sell any assurance shares

The 400,000 Shares being offered to the public are to be offered
directly by us, and no individual, firm, or corporation has agreed to purchase
or take down any of the shares. No assurance can be given that any or all of the
Shares will be sold.

We lack a public market for shares of our common stock, which may make it
difficult for investors to sell their shares.

There is no public market for shares of our common stock. We cannot guaranty
that an active public market will develop,

8
or be sustained. Therefore, investors may not be able to find purchasers for
their shares of our common stock. Should there develop a significant market for
our shares, the market price for those shares may be significantly affected by
such factors as our financial results and introduction of new products and
services. Factors such as announcements of new or enhanced products by us or our
competitors and quarter-to-quarter variations and our results of operations, as
well as market conditions in the high technology sector may have a significant
impact on the market price of our shares. Further, the stock market has
experienced extreme volatility that has particularly affected the market prices
of stock of many companies and that volatility often has been unrelated or
disproportionate to the operating performance of those companies.

Shares Eligible for Future Sale

After the offering we will have 8,818,300 shares of common stock outstanding
assuming the maximum of 400,000 shares are sold. Of this amount, the 3,799,300
shares being offered hereby will be freely tradable unless held by affiliates.
The remaining 5,013,900 shares of common stock will be "restricted securities"
as defined in Rule 144 of the Securities Act of 1933, and will become eligible
for public sale subject to the volume limitations and other conditions of Rule
144 commencing one year from the date of their issuance. However, 3,000,000 of
the shares being registered are held by the Officers and Directors. They will be
able to sell their shares only if they are successful in obtaining a listing on
the OTC Bulletin Board.

In general, under Rule 144, a person who has owned shares of our common stock
for at least one year would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of:

- One percent of the number of shares of common stock then outstanding,
which will equal approximately 88,183 shares immediately after this
offering; or

- The average weekly trading volume of the common stock on the OTC Bulletin
Board during the four calendar weeks preceding the filing of a notice on
Form 144 with respect to such sale.

Sales under Rule 144 are also subject to manner of sale provisions and
notice requirements and to the availability of current public information about
us.

USE OF PROCEEDS

Following the issuance of 400,000 shares of common stock offered for sale by our
company to the public, this will represent net proceeds to us of approximately
$86,200 (after deducting expenses of this offering). These proceeds will be used
to provide capital for the further development and marketing of our products,
allow us to develop strategic alliances and provide us working capital and
manage liquidity needs.

The following table sets forth the use of proceeds from this offering.

-------------------------------- -------- --------
Use of Proceeds Amount Percent
-------------------------------- -------- --------
-------- --------

Transfer Agent Fee $ 1,000 .01%
-------------------------------- -------- --------
-------------------------------- -------- --------

Printing Costs $ 1,000 .01%
-------------------------------- -------- --------
-------------------------------- -------- --------

Legal Fees $ 10,000 10%
-------------------------------- -------- --------
-------------------------------- -------- --------

Accounting Fees $ 2,500 10%
-------------------------------- -------- --------
-------------------------------- -------- --------

Marketing $ 35,000 16%
-------------------------------- -------- --------
-------------------------------- -------- --------

Purchase Products $ 20,000 20%
-------------------------------- -------- --------
-------------------------------- -------- --------

Working Capital $ 30,000 33.3%
-------------------------------- -------- --------
-------------------------------- -------- --------

Total $100,000 100%
-------------------------------- -------- --------

Management anticipates expending these funds for the purposes indicated above.
To the extent that expenditures are less than projected, the resulting balances
will be retained and used for general working capital purposes which will be
allocated according to the discretion of the Board of Directors. Conversely, to
the extent that expenditures require the utilization of funds in excess of the
amounts anticipated, supplemental amounts may be drawn from other sources,
including, but not limited to, general working capital and/or external
financing. The net proceeds of this offering that are not expended immediately
may be deposited in interest or non-interest bearing accounts, or invested in
government obligations, certificates of deposit, commercial paper, money market
mutual funds, or similar investments.

Opportunity to make inquiries.

We will make available to each Offeree, prior to any sale of the Shares, the
opportunity to ask questions and receive answers from the management of
Shopathomekids.com, Inc. concerning any aspect of the investment and to obtain
any additional information contained in this Memorandum, to the extent that we
possess the requested information or can acquire it without unreasonable effort
or expense.

Subscription Procedures.

Each person desiring to subscribe to the Shares must complete, execute,
acknowledge, and deliver to the us a Subscription Agreement, which will contain,
among other provisions, representations as to the investor's qualifications to
purchase the common stock and his ability to evaluate and bear the risk of an
investment in the Shopathomekids.com, Inc. By executing the subscription
agreement, the subscriber is agreeing that if the Subscription Agreement is
accepted by the management of Shopathomekids.com, Inc., the subscriber will be
considered a shareholder in Shopathomekids.com, Inc.

10
Promptly upon receipt of subscription documents by Shopathomekids.com, Inc., it
will make a determination within 5 business days as to whether a prospective
investor will be accepted as a shareholder in Shopathomekids.com, Inc..
Shopathomekids.com, Inc. may reject a subscriber's Subscription Agreement for
any reason. Subscriptions will be rejected for failure to conform to the
requirements of this Prospectus (such as failure to follow the proper
subscription procedure), insufficient documentation, over subscription to
Shopathomekids.com, Inc., or other reasons as Shopathomekids.com, Inc.
determines to be in its' best interest. If a subscription is rejected, in whole
or in part, the subscription funds, or portion thereof, will be promptly
returned to the prospective investor without interest by depositing a check
(payable to said investor) in the amount of said funds in the United States
mail, certified returned-receipt requested. Subscriptions may not be revoked,
canceled, or terminated by the subscriber, except as provided herein.

DETERMINATION OF OFFERING PRICE

The offering price is not based upon Shopathomekids.com, Inc. 's net worth,
total asset value, or any other objective measure of value based upon accounting
measurements.

DILUTION

Dilution is a reduction in the net tangible book value of a purchaser's
investment measured by the difference between the purchase price and the net
tangible book value of the Shares after the purchase takes place. The net
tangible book value of Common Stock is equal to stockholders' equity applicable
to the Common Stock as shown on the our balance sheet divided by the number of
shares of Common Stock outstanding. As a result of the dilution, in the event
the we are liquidated, a purchaser of Shares may receive less than his initial
investment and a present stockholder may receive more.

Our net tangible book value as of November 30, 2000 was $4,928 or .0005 per
share. The adjusted pro forma book net tangible book value after this offering
will be $0.0118 based on an assumed initial public offering price of $0.25 per
share. Therefore, purchasers of shares of common stock in this offering will
realize immediate dilution of $0.2382 cents per share or over 94.8% of their
investment. The following table illustrates dilution:

Assumedinitial public offering price per share ............................ $ 0.25

Net tangible book value per share as of November 3o, 2000 ................. $ 0.0005

Increase in net tangible book value per share attributable to new investors $ 0.0113

Pro forma net tangible book value per share after this offering ........... $ 0.0118

Dilution per share to new investors ....................................... $ 0.2382
The following table presents the following data as of November, 30, 2000 and
assumes an offering price of $0.25 per share for our new investors:

o the average price per share paid before deducting estimated underwriting
fees and our estimated offering expenses; and

o the average price per share when the stock was issued for payment.

. Shares of ** **
. Common ** ** Average Price
. Stock Consideration ** Per Share
. Acquired Amount Percent ***

Existing shareholders . 8,418,300 $ 8,418 7.7% $ .001

New Investors 400,000 $ 100,000 92.2% $ .25

Totals 8,818,300 $ 108,418 100% 100%

PLAN OF DISTRIBUTION

The shares of common stock covered by this Offering are being offered directly
by our President Lewis Prowse. We have not employed the services of an
underwriter to market the shares. The offering will be open for 120 days. If at
the end of 120 days we have not raised any funds, the offering will be extended
for an additional 120 days. If the 240 day period expires without raising any
funds, we will stop all fund raising activities at that time. We will market the
400,000 shares to a limited number of individuals known to management We will market the
shares to a limited number of individuals known to management within the state
of Texas. After a prospectus has been delivered to a prospective purchaser we
will sell our shares to the individuals who initiate contact to inform us they
elect to subscribe to our offering.

Our President Lewis Prowse II and our Secretary/Treasurer Larry Ballard will
offer a maximum of 400,000 Shares of our common stock, par value $.001 per Share
to the public. The 400,000 shares will be offered to a limited number of
individuals. Messrs. Prowse and Ballard will not sell any of their personal
shares until after the shares are trading on the OTC Bulletin Board maintained
by the NASD as per the oral agreement between Shopathomekids.com, Inc. and our
officers and directors. The funds will be available to us as soon as the shares
are sold. The minimum purchase required of an investor is $100.00. The gross
proceeds to Shopathomekids.com, Inc. will be $100,000 if all the Shares offered
are sold. No commissions or other fees will be paid to Messieurs Prowse or
Ballard directly or indirectly by us in relation to this offering. The Officers
and Directors will not be offering their shares in private transactions. Our
Officers and Directors will be able to sell their shares through the open market
when we are admitted to trade on the OTC Bulletin Board maintained by the NASD.

Each person desiring to subscribe to the Shares must complete, execute,
acknowledge, and deliver to Shopathomekids.com, Inc. a Subscription Agreement,
which will contain, among other provisions, representations as to the investor's
qualifications to purchase the common stock and his ability to evaluate and bear
the risk of an investment in Shopathomekids.com, Inc.. By executing the
subscription agreement, the subscriber is agreeing that if the Subscription
Agreement is accepted, the subscriber will be deemed, a shareholder of
Shopathomekids.com, Inc.

Promptly upon receipt of subscription documents by us, we will make a
determination within 5 business days as to whether a prospective investor will
be accepted as a shareholder in Shopathomekids.com, Inc. We may reject a
subscriber's Subscription Agreement for any reason. Subscriptions will be
rejected for failure to conform to the requirements of this Prospectus (such as
failure to follow the proper subscription procedure), insufficient
documentation, over subscription to Shopathomekids.com, Inc., or other reasons
as we may determine to be in our best interest. If a subscription is rejected,
in whole or in part, the subscription funds, or portion thereof, will be
promptly returned to the prospective investor without interest by depositing a
check (payable to said investor) in the amount of said funds in the United
States mail, certified returned-receipt requested. Subscriptions may not be
revoked, canceled, or terminated by the subscriber, except as provided herein.

Limited Public Market for Our Securities.

12
Prior to the Offering, there has been no public market for the Shares being
offered. There can be no assurance that an active trading market will develop or
that purchasers of the Shares will be able to resell their securities at prices
equal to or greater than the respective initial public offering prices. The
market price of the Shares may be affected significantly by factors such as
announcements by Shopathomekids.com, Inc. or its competitors, variations in our
results of operations, and market conditions in the toy sales and e-commerce
industries in general. The market price may also be affected by movements in
prices of stock in general. As a result of these factors, purchasers of the
Shares offered hereby may not be able to liquidate an investment in the Shares
readily or at all.

Penny Stock Regulations.

Our Shares will be quoted on the "Electronic Bulletin Board" regulated by the
National Association of Securities Dealers. In view of the fact that no broker
will be involved in the Offering, it is likely to be difficult to find a broker
who is willing to make an active market in the stock. The Securities and
Exchange Commission (the "Commission") has adopted regulations which generally
define "penny stock" to be any equity security that has a market price less than
$5.00 per share. Shopathomekids.com, Inc.'s shares will become subject to rules
that impose additional sales practice requirements on broker-dealers who sell
penny stocks to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual income
exceeding $400,000, or $300,000 together with their spouse). For transactions
covered by these rules, broker-dealers must make a special suitability
determination for the purchase of these securities and must have received the
purchaser's written consent to the transaction prior to the purchase.

Additionally, for any transaction effected involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the Commission relating to the penny stock
market. A broker-dealer also must disclose the commissions payable to both the
broker-- dealer and the registered representative, and current quotations for
the securities. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, these rules may restrict the
ability of broker-dealers to sell Shopathomekids.com, Inc.'s Shares and may
affect the ability of purchasers in the Offering to sell our securities in the
secondary market. There is no assurance that a market will develop for
Shopathomekids.com, Inc. 's Shares.

LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings.

DIRECTORS, EXECUTIVE OFFICERS
AND CONTROL PERSONS

The names, ages, and respective positions of the directors, officers, and
significant employees of Shopathomekids.com, Inc. are set forth below. There are
no other persons which can be classified as a controlling person of
Shopathomekids.com, Inc. .

Lewis Prowse II, 46, our President as well as Director has, for the past 15
years, been a partner in Anderson and Prowse Services, a plumbing and electrical
repair service in Desoto, Texas. As the owner/operator he is responsible for all
day to day operations of running a successful business including managing all
accounts payable and receivable as well as all quarterly and year end filings.

Larry E. Ballard, 26, is our Secretary/Treasurer and also a Director. Larry has
attention to detail and a sincere passion for the area of bookkeeping and
secretarial tasks. From 1998 thru the present he has been employed by J.M.C.
Food Service Distribution, Inc. Maintaining client accounts delivering &
maintaining products. Aug. 1995- Aug. 1998 Larry was employed by P.F.G.
Performance, Inc. of Mckinney, Tx. As a Customer Service Representative.

13
Tarja J. Mees, 29, Director, has recently acquired extensive IT skills, as well
as in depth knowledge in platforms such as Sun Solaris, Unix, and a variety of
Internet based development systems. She held the position of Office
Administrator for Lew Lieberbaum & Co., Inc., a retail brokerage firm in Dallas,
Texas, where she was responsible for the day to day business operations of the
branch as well as the daily, weekly, monthly reports. She held this position
from 1994 to 1996.. From 1996 to present , Tarja has been the President of TAR
Financial, a private business consulting company, where she has been involved in
numerous private businesses and in the planning of businesses going from private
corporations into the public marketplace.

Romie Krickbaum, 51, Director brings to us over 20 years of Customer Service
experience. She is currently employed by W.N.A. Cups Illustrated as a Customer
Service Representative. Duties include pricing, accounts receivable, and
maintaining relationships with various clients. From Oct. 1991 thru July 1998
she was the Customer Service Manager for the Wal-mart store located in
Lancaster, Texas.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

.The following table sets forth, as of July 31, 2000 the outstanding Shares of
common stock of Shopathomekids.com, Inc. owned of record or beneficially by each
person who owned of record, or was known by Shopathomekids.com, Inc. to own
beneficially, more than 5% of Shopathomekids.com, Inc.'s Common Stock, and the
name and share holdings of each officer and director and all officers an
directors as a group:

-- -- -- -- Percentage of
-- -- -- -- Class Owned if
-- -- -- -- the Beneficial
-- -- -- Percent of Class Owners Sell all
Title of Name and Address of Amount and Nature Owned Before the of their
Class Beneficial Owner of Beneficial Offering Registered Shares
Owner

Lewis Prowse II
Common President
211 Bob White
Desoto, TX 75123 1,017,500 12.1% 5.8%

Larry Ballard
Secretary/Treasurer
Common 1525 Jesse Ramsey
Blvd.
Cedar Hill, TX 75104 1,017,500 12.1% 5.8%

Tarja Mees
Director
Common 1353 Middleton Dr.
Cedar Hill, TX 75104 2,981,000 35.1% 22.2%

Romie Krickbaum
Director
Common 708 Hillcrest
Cedar Hill, TX 75104 3,003,000 35.3% 22.5%

Common All officers and
Directors as a group 8,019,000 94.6% 56.3%

Common All officers and
Directors as a group 8,019,000 94.6% 56.3%
14

SELLING SECURITY-HOLDERS

Shopathomekids.com, Inc. is registering for offer and sale shares of its common
stock held by it's Officers and Directors along with 21 other selling
security-holders.. The selling security-holders may offer their shares for sale
on a continuous basis pursuant to Rule 415 under the 1933 Act. SEE "RISK
FACTORS--Additional Shares Entering Public Market without Additional Capital
Pursuant to Rule 144" and the "Officers and Directors" May sell their shares
Subsequent to the effective date of this prospectus, Shopathomekids.com, Inc.
intends to apply for quotation on the OTC Bulletin Board which is maintained by
Nasdaq for its common stock; however, there can be no assurance that the common
stock will be accepted for quotation thereon. SEE "RISK FACTORS--No Current
Trading Market for Shopathomekids.com, Inc. 's Securities" and "DESCRIPTION OF
SECURITIES--Admission to Quotation to Nasdaq SmallCap Market and NASD OTC
Bulletin Board"

All of the shares registered herein will become tradeable after this
registration statement has been declared effective and may be sold after we have
been admitted to trade on the Over The Counter Bulletin Board maintained by the
National Association of Securities Dealers.

The following table sets forth the beneficial ownership of the shares held by
each person who is considered a selling security-holder.

--------- --------- ------------- -------------
--------- --------- ------------- -------------
-- Number of Percentage of Percentage of
Name and Address of Common Shares Stock Owned Stock Owned
Beneficial Owner Stock Owned Prior tored After the
-- for Sale Offering Offering (1)
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Lewis Prowse II
President
211 Bob White
Desoto, TX 75123 (2) 1,017,500 500,000 12.1% 5.8%

--------- --------- ------------- -------------
--------- --------- ------------- -------------

Larry Ballard
Secretary/Treasurer
1525 Jesse Ramsey Blvd
Cedar Hill, TX 75104 (2) 1,017,500 500,000 12.1% 5.8%

--------- --------- ------------- -------------
--------- --------- ------------- -------------
Tarja Mees
Director
1353 Middleton Dr.
Cedar Hill, TX 75104 (2) 2,981,000 1,000,000 35.1% 22.2%

--------- --------- ------------- -------------
--------- --------- ------------- -------------
Romie Krickbaum
Director
708 Hillcrest
Cedar Hill, TX 75104 (2) 3,003,000 1,000,000 35.3% 22.5%

--------- --------- ------------- -------------
--------- --------- ------------- -------------

Addie McConachie
704 Bridgeport Dr. # 3
Bismark, ND 58504 44,000 44,000 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Carol Jean Gehlke
23 Corporate Plaza #180
Newport Beach, CA. 92660 30,800 30,800 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Ken Krickbaum
800 West Renner Rd. #2626
Richardson, TX 75080 16,500 16,500 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Kevin Krickbaum
820 Preston Road
Red Oak, TX 75154 6,600 6,600 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Maria Morado
2736 McKinney
Lancaster, TX 75146 5,500 5,500 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Bette Grigorio
2043 Noble View Drive
Rancho Palos Verdes, CA90275 5,500 5,500 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Michelle Grigorio
800 West Renner Road #2626
Richardson TX, 75080 6,600 6,600 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Clark Krickbaum
545 Fawn Ridge Drive # 120
Dallas, TX 75224 16,500 16,500 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Cody Shane Living Trust
Dtd. 12/29/98
301 N. Joe Wilson # 511
Cedar Hill, TX 75104 49,500 49,500 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Wade J. Vogel
1108 27th Street N.W
Mandan, ND 58554 11,000 11,000 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

David Clifton
753 Bandit Trail
Keller, TX 76180 11,000 11,000 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Arlin Mees
4727 Thunder Road
Dallas, TX 75224 5,500 5,500 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Tammy Mees
2021 N. 3rd Street
Bismarck, ND 58501 5,500 5,500 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Ralph Rodriguez
1334 Boyd Street
Cedar Hill, TX 75104 5,500 5,500 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Aaron T. Solganic
2419 Ellis Street
Dallas, TX 75204 5,500 5,500 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Ron Terranova
8533 Vivid Violet
Las Vegas, NV 89143 5,500 5,500 * *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Kelly Charles
87 Sea Holly
Henderson, NV 89014 168,300 168,300 2% *
--------- --------- ------------- -------------
--------- --------- ------------- -------------

Total Shares Registered for Sale 3,399,300
--------------------------------------------------- ------------ -------------

* Denotes less than 1%

(1) Assumes sale of all shares offered by the selling security holders.

16
(2) Represents our Officers and Directors who will be selling their shares.

In the event the selling security-holders receive payment for the sale of their
shares, Shopathomekids.com, Inc. will not receive any of the proceeds from these
sales. Shopathomekids.com, Inc. is bearing all expenses in connection with the
registration of the shares for the selling security-holders.

The shares owned by the selling security-holders are being registered pursuant
to Rule 415 of the General Rules and Regulations of the Securities and Exchange
Commission, which Rule pertains to delayed and continuous offerings and sales of
securities. In regard to the shares offered under Rule 415, Shopathomekids.com,
Inc. has given certain undertakings in Part II of the Registration statement of
which this prospectus is a part which, in general, commit Shopathomekids.com,
Inc. to keep this prospectus current during any period in which offers or sales
are made pursuant to Rule 415.

DESCRIPTION OF SECURITIES

General Description

The securities being offered are shares of common stock. The Articles of
Incorporation authorize the issuance of 100,000,000 shares of common stock, with
a par value of $0.001 and 50,000,000 shares of preferred stock at $0.001 The
holders of the Shares: (a) have equal ratable rights to dividends from funds
legally available therefore, when, as, and if declared by the Board of Directors
of Shopathomekids.com, Inc. ; (b) are entitled to share ratably in all of the
assets of Shopathomekids.com, Inc. available for distribution upon winding up of
the affairs of Shopathomekids.com, Inc. ; (c) do not have preemptive
subscription or conversion rights and there are no redemption or sinking fund
applicable thereto; and (d) are entitled to one non-cumulative vote per share on
all matters on which shareholders may vote at all meetings of shareholders.
These securities do not have any of the following rights: (a) cumulative or
special voting rights; (b) preemptive rights to purchase in new issues of
Shares; (c) preference as to dividends or interest; (d) preference upon
liquidation; or (e) any other special rights or preferences. In addition, the
Shares are not convertible into any other security. There are no restrictions on
dividends under any loan other financing arrangements or otherwise. See a copy
of the Articles of Incorporation, and amendments thereto, and Bylaws of
Shopathomekids.com, Inc. , attached as Exhibit 3.1, Exhibit 3.2, and Exhibit
3.3, respectively, to this Form SB-2.

Non-Cumulative Voting.

The holders of Shares of Common Stock of Shopathomekids.com, Inc. do not have
cumulative voting rights, which means that the holders of more than 50% of our
outstanding Shares, voting for the election of directors, can elect all of the
directors to be elected, if they so choose. In this event, the holders of the
remaining Shares will not be able to elect any of Shopathomekids.com, Inc. 's
directors. Our officers will hold approximately 56.4 percent of our outstanding
common stock. Therefore, our Officers and Directors will be able to control the
vote on any matters requiring a shareholder vote.

Dividends.

We do not currently intend to pay cash dividends. Shopathomekids.com, Inc. 's
proposed dividend policy is to make distributions of its revenues to its
stockholders when Shopathomekids.com, Inc. 's Board of Directors deems
distributions appropriate. Because Shopathomekids.com, Inc. does not intend to
make cash distributions, potential shareholders would need to sell their shares
to realize a return on their investment. There can be no assurances of the
projected values of the shares, nor can there be any guarantees of the success
of Shopathomekids.com, Inc. .

A distribution of revenues will be made only when, in the judgment of
Shopathomekids.com, Inc. 's Board of Directors, it

17
is in the best interest of Shopathomekids.com, Inc. 's stockholders to do so.
The Board of Directors will review, among other things, the investment quality
and marketability of the securities considered for distribution; the impact of a
distribution of the investee's securities on its customers, joint venture
associates, management contracts, other investors, financial institutions, and
our internal management, plus the tax consequences and the market effects of an
initial or broader distribution of our securities.

Transfer Agent.

We have engaged the services of Nevada Agency and Trust Company of Reno, Nevada
to act as transfer agent and registrar.

INTEREST OF NAMED EXPERTS AND COUNSEL

No named expert or counsel was hired on a contingent basis, will receive a
direct or indirect interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the small
business issuer.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

No director of Shopathomekids.com, Inc. will have personal liability to
Shopathomekids.com, Inc. or any of its stockholders for monetary damages for
breach of fiduciary duty as a director involving any act or omission of any
director since provisions have been made in the Articles of Incorporation
limiting liability. The foregoing provisions shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
Shopathomekids.com, Inc. or its stockholders, (ii) for acts or omissions not in
good faith or, which involve intentional misconduct or a knowing violation of
law, (iii) under applicable Sections of the Texas Revised Statutes, (iv) the
payment of dividends in violation of Section 78.300 of the Texas Revised
Statutes or, (v) for any transaction from which the director derived an improper
personal benefit.

The By-laws provide for indemnification of the directors, officers, and
employees of Shopathomekids.com, Inc. in most cases for any liability suffered
by them or arising out of their activities as directors, officers, and employees
of Shopathomekids.com, Inc. if they were not engaged in willful misfeasance or
malfeasance in the performance of his or her duties; provided that in the event
of a settlement the indemnification will apply only when the Board of Directors
approves a settlement and reimbursement as being for the best interests of the
Corporation. The Bylaws, therefore, limit the liability of directors to the
maximum extent permitted by Texas law (Section 78.751).

The officers and directors of Shopathomekids.com, Inc. are accountable to
Shopathomekids.com, Inc. as fiduciaries, which means they are required to
exercise good faith and fairness in all dealings affecting Shopathomekids.com,
Inc. . In the event that a shareholder believes the officers and/or directors
have violated their fiduciary duties, the shareholder may, subject to applicable
rules of civil procedure, be able to bring a class action or derivative suit to
enforce the shareholder's rights, including rights under applicable federal and
state securities laws and regulations to recover damages from and require an
accounting by management.. Shareholders who have suffered losses in connection
with the purchase or sale of their interest in Shopathomekids.com, Inc. in
connection with a sale or purchase, including the misapplication by any officer
or director of the proceeds from the sale of these securities, may be able to
recover those losses from Shopathomekids.com, Inc. .

The registrant undertakes the following:

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to
18
directors, officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small business issuer
has been advised that in the opinion of the Securities and Exchange Commission
that indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

DESCRIPTION OF BUSINESS

SHOPATHOMEKIDS.COM, INC.

History and Organization

We were formed in the State of Texas as Yippyyahoo.com, Inc. on October 27 1999.
In June 2000 the our was changed to the current name of Shopathomekids.com, Inc.
At the time of the name change the President Mrs. Romie Krickbaum resigned as
President. As a result of the resignation of Mrs. Krickbaums, Mr. Lewis Prowse
II was elected as the new president and took control at that time. Also in
February 2000 there was a 1100 to 1 forward split in preparation for this
registration statement and the process of going public. We were formed to allow
kids and teens a central gathering place on the internet to chat, play
intereactive games and shop for kids and teens products in what we believe to be
a safe environment that promotes a moral lifestyle.

Our principal office location is 223 E. FM 1382, Suite 12720 Cedar
Hill, Texas, 75104 The telephone number is (817) 577-4726.

The Business

We are a developmental stage company that is in the business of retailing
products to young consumers eighteen years old or younger via the Internet. We
intend to use the internet to transact business, market our products, and
provide customer service. The products offered by us will include name brand
toys, games, electronics, and software that targets young consumers. Young
consumers will also be able to chat, send email, and play free games online.

We are truly virtual! There will be no storefront and little inventory.
Customers connect via our website (www.shopathomekids.com), where they can
search a database of name brand products by title, author, subject, or keyword.
If the customer finds a product they want to buy, they then use online forms to
specify shipping information, gift-wrapping, etc. Payment is by credit card,
submitted via the Web - the transaction is safeguarded by encryption. Our
encryption will allow secure storage of credit card information that cannot be
accessed by the merchant account. Only the owner of the credit card will be
allowed access to his or her information. We plan to also offer a means to
prepay a credit card for use by younger consumers. We intend to create a full
interactive shopping experience by providing the means to communicate with
customer service representatives via video-conferencing and/or an internet phone
as technology advances and offer quality service to customers. Through our
technology we are able to filter the types of websites accessed by users
directly form our website. In order for a user to go to another website that may
not be suitable for kids, the user must leave our website before access to the
unsuitable website can be gained.

Marketing

We are currently attempting to introduce our company to suppliers and other
companies that will allow us to offer more products through our website. Our
primary efforts are being focused on telephone introductions. Thus far we have
secured the services of S.D.S. Wholesale to provide products for distribution.
We have been unable to secure additional alliances because of the size of our
company and lack of experience of our management.

We intend to utilize several marketing channels to build our brand name and gain
market share. Traditional advertising

19
such as TV, cable, radio, newspapers, and magazines will be used to market the
website to consumers. Also, banner ads will be used at kids target sites over
the Internet. Shopathomekids.com will form strategic alliances with other
Internet portals that target young consumers to build market share. According to
IDC, online merchants pay anywhere from $0.90 to $2.67 per visitor for large
volume marketing deals with portals.

Current software that enables us to capture our customer's information and
determine buying habits will be utilized to offer the younger member a more
personalized experience. There are currently three types of technologies that
help better manage customer relationships: post-sales follow-up, customer
segmentation and evaluation, and stickiness drivers. They all automate and
facilitate the various aspects of customer relationship management.

We plan to utilize Post-sales follow-up to offer superior customer service for
all sales with self-service tools. These include lists of frequently asked
questions and their answers, knowledge databases, and message boards. We intend
to integrate support and management into their cost of sales. Customer
evaluation and segmentation technologies help companies analyze and profile site
visitors so they can determine who the most profitable customers are. Stickiness
drivers are tools and programs that keep customers coming back to a particular
site. By deploying these tools, we can streamline our service offerings and
costs, evaluate and target our key-customer base, and market to them on a
one-to-one basis. This strategy should build lifetime value and retention for
the long term.

We intend to make attempts co-advertise with suppliers and well-known Internet
portal and advertising companies to increase brand awareness. The key to
building market share and brand recognition is to gain exclusive alliances with
suppliers and Internet advertisers. To achieve this, we must prove that we are a
viable candidate for long-term growth, and will require payments in advance to
"lock-in" advertising.

Marketing and Product Objectives

Our marketing intent is to take full advantage of our brand potential while
building a base from which other revenues' sources can be mined in the retail
business. These are detailed in three areas below:

|_| Current Markets. We are not currently in any markets and we do not have any
customers. Our goal is to establish our brand at the retail level and gain
access into the retail markets. In addition, we believe that after a full
launch of our web site and gain customers we will attempt to increase
consumer awareness and hope to stimulate repeat purchases. With this
increase in sales, more desirable supplier distribution channels should
become available, increasing efficiency and saving costs.

|_| New Markets. We will attempt distribute and market its products worldwide,
offering several languages and currency options to assist the international
customer, allowing a simple purchase by the consumer.

We intend to register and trademark our brand name to prevent competitors from
copying our name.

KidZ-and-TeenZ Credit Card

We intend to enable our young consumers to use a Shopathomekids.com credit card
online controlled by parents, grandparents, or friends. For example, a kids
parent may want to prepay fifty dollars to provide a gift. However, the parent
may not want to pick the gift. The kid can use the credit card to transact
purchases online and play video games, while learning the value of money. We
intend to partner with a financial institution to provide a secure transaction
processing system and limit the risks associated with credit card processing. We
also intend to build an internal transaction processing system that will enable
in house servers to provide fast execution of customer transactions.

Recently, four sites have launched, that make it easy for kids to shop online
without their own credit card. ICanBuy, RocketCash, Cybermoola, and DoughNET let
parents set up accounts for their kids with a credit card, cash or money

20
order. Parents can set spending limits and keep track of what's being purchased.
All of the sites position themselves as environments where kids can learn to
manage money and credit. We will differentiate ourself by providing a complete
shopping experience to young consumers.

Competition

Our major competition will be companies that have a great deal more assets and
established sales such as Amazon.com, E-toys, and Toys R us. We realize that we
can not compete directly with these companies however, we do believe that we
have differences that will make our website appealing. The differences are
listed below in the section labeled "Points of Difference"

Points of Difference

There are several "points of difference"-characteristics that should make
Shopathomekids.com more attractive to young consumers:

1. Interactive shopping; Shopathomekids.com intends to offer the customer a
simple and exciting shopping experience. Young consumers will interact with
others online and interact with customer service. Chat rooms will be
available as will email capabilities. Young consumers will be able to play
online video games once they have gained access to the website. The fact
that consumers can play games and shop within the same web site should make
our web site more attractive.

2. Credit Card for Young Consumers; Shopathomekids.com intends to offer to
kids a prepaid credit card for online purchases. Parents can purchase a
gift by prepaying the card. The kid selects the product to be purchased.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following financial review and analysis is intended to assist prospective
investors in understanding and evaluating the financial condition and results of
operations of Shopathomekids.com, Inc., for the year ended November 30, 2000.
This information should be read in conjunction with their Financial Statements
and accompanying notes thereto, "Selected Financial Data" and other detailed
information regarding Shopathomekids.com, Inc. appearing elsewhere in this
Prospectus.

OVERVIEW

We were formed in October 1999 as Yippyyahoo.com, Inc. as a website that would
offer products, video games and chat areas for kids and teens under the age of
18. In June 2000 the name was changed to its current name of Shopathomekids.com,
Inc. and has been operating under that name since. We plan to offer a
proprietary credit card system that will allow young people to purchase products
through the internet. The purchaser will only be able to purchase products in an
amount no more than the amount of credit that has been credited to their card.

21
RESULTS OF OPERATIONS

Limited Operations

Since inception in October 1999 we reported a loss of ($31,660) as of November
30, 2000 or a loss of ($0.003) per share. We have only had limited operations
and have not had any revenues through November 30, 2000 since our incorporation
in October 1999. As of November 30, 2000 we have been conducting web development
and contacting possible suppliers and distributors for products that will be
offered on our website. We have secured S.D.S Wholesale as the initial supplier
for our products. S.D.S. Wholesale supplies products to small retail outlets
primarily in the eastern united states.

Capital and Liquidity

Liquidity is a measure of a company's ability to meet potential cash
requirements, including ongoing commitments to fund lending activities and for
general purposes. We have relied on loans from shareholders in the past for
operating expenses.

We have a significant ongoing liquidity needs to support our existing business
and continued growth. Our liquidity is actively managed on a periodic basis and
our financial status, including our liquidity, is reviewed periodically by our
management. This process is intended to ensure the maintenance of sufficient
funds to meet our ongoing capital needs.

We have historically relied upon loans from shareholders to provide for our
capital requirements. Management believes that funds received from this
offering, together with cash on hand at November 30, 2000 will be sufficient to
provide for our capital requirements for at least the next 12 months. We may
seek additional equity financing in the fourth quarter of 2001 through an
offering of our common stock, and contemplate that this offering, before
expenses relating to the offering, will be no less than $2 million and no more
than $5 million. There can no assurance that we will be able to complete an
additional offering of our common stock.

12 MONTH PLAN OF OPERATION

Fourth Quarter 2000- Third Quarter 2001

We are developing a website community that will offer access to online video
games and shopping, as well as, chat rooms that cater to both young kids and
teenagers. We will attempt to form strategic partnerships with wholesalers and
distributors of brand name merchandise including toys, games, and electronics
that will enable us to sell to consumers directly over the Internet. In addition
to solidifying partnerships with established shippers to ensure timely delivery
of merchandise to the consumer.

We are making efforts to form strategic alliances with other Internet portals
that target young consumers to build market share and try to form alliances in
order to co-advertise with suppliers and with companies such as AOL and Yahoo!
to increase brand awareness. We are also in the process of creating banner ads
and will promote banner ad exchange opportunities with other web sites in order
to increase market share. We have secured the services of S.D.S Wholesale as a
distributor for products that will be ordered.

We will continue development of our online credit card, which is controlled by
parents, grandparents, or friends, which enables young consumers to use a
shopathomekids.com credit card. The credit card system is scheduled to go online
by the second quarter of 2001. Our website is scheduled to go online midway
through the first quarter of 2001. At that time, until our credit card system is
operational, customers will be able to purchase products through the traditional
method of placing the credit card information in a standardized form. We also
expect to have several other languages and currency options developed and in use
by the third quarter of 2001.

22
We are currently testing our website. It is operational however, we are not
accepting orders at this time. Our developers will continue to test the system
to ensure optimal performance of all systems from Log on to shipment of product
and customer satisfaction. We plan to have all of our testing completed by
midway through the first quarter of 2001 in order to do a limited launch of our
website.

During the fourth quarter 2000 and first quarter 2001 we intend to conduct
several test runs of the entire system, conduct site analysis, transaction
analysis and evaluate accordingly, hardware, software, and personnel
requirements to initiate a full launch of our website second quarter 2001.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which establishes accounting and
reporting standards for derivative instruments and hedging activities. SFAS No.
133 requires recognition of all derivative instruments in the statement of
financial position as either assets or liabilities and the measurement of
derivative instruments at fair value. SFAS No. 133 is effective for fiscal years
beginning after June 15, 1999. FAS 137 amended FAS 133 and changed the effective
date for fiscal years beginning after June 15, 2000. The adoption of SFAS No.
133 and 137 is not expected to affect the financial statements of
Shopathomekids.com, Inc.

MARKET SUMMARY

Our main focus is to fulfill a demand for more kid oriented websites that are
safe and secure.

The following has been provided to show the current type of market and
statistical data in relation to the market Shopathomekids.com, Inc. will be
competing in:

|_| FIND/SVP reports that 14% of the under-18 consumer is currently online in
the U.S. There are currently more than 10 million children online today. 45
million children are expected to be online by 2002.

|_| Computer Intelligence reports that more than 50% of U.S. households with
kids own PC's.

|_| USA Today reports that 98% of U.S. teens have used a computer. And, of
those, 32% of 16 and 17 year olds spend 5+ hours a week online.

|_| Jupiter Research reports that the number of kids with classroom Web access
will increase from 1.5 million in 1996 to 20.0 million in 2002.

DESCRIPTION OF PROPERTY

We currently own the following property in connection with our operations:

(a) We currently have computer equipment, software and office furniture
valued at $17,420.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have a loan outstanding to one of our shareholders Carol Jean Gelhke for
$30,000 and is payable by the year 2002. For more information concerning the
promissory note please SEE EXHIBIT 99.1. We have an additional loan outstanding
to one of our shareholders Mr. Clark Krickbaum of $10,000 from October 28, 1999.
We will pay $10,000 interest if the note is paid within 18 months; if repaid
after 18 months, we will pay interest of $20,000. . Ms. Gelhk e and Mr.
Krickbaum are shareholders only and are not affiliated with us in any other
manner. On or about November 29 we issued 8,140,000 shares of our common stock
to our founders valued at $8,140. We also issued 168,300

shares of our common stock for preparation of this registration statement to
shareholder Kelly Charles valued at $14,020. This transaction can be found in
NOTE # 5 OF NOTES TO FINANCIAL STATEMENTS concerning non-cash financing
activities. As stated in note # 5 one of our directors, Mrs. Tarja Mees,
contributed fixed assets with a historical cost basis of $13,400. The value of
these assets have been determined by using the value of the original purchase
price due to the contemporaneous purchase of assets and contribution.

Our Board of Directors has determined that the services and assets provide to us
by affiliates were at a reasonable value because of the flexibility in payment
terms and the lack of working capital at the time the services were performed
and assets were contributed.

MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.

(a) Market Information.
Shopathomekids.com, Inc. 's Shares are not traded.

(b) Holders of Common Equity.
As of November 30, 2000, there were 21 shareholders of record of our
common stock.

We have not declared or paid a cash dividend to Stockholders. The Board
of Directors presently intends to retain any earnings to finance our
operations and does not expect to authorize cash dividends in the
foreseeable future. Any payment of cash dividends in the future will
depend upon Shopathomekids.com, Inc. 's earnings, capital requirements
and other factors.

EXECUTIVE COMPENSATION

(a) No officer or director of Shopathomekids.com, Inc. is receiving any
remuneration at this time and does not plan to offer any remuneration
until the corporation has sustained revenues.

(b) There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors, or employees of the corporation in the event of
retirement at normal retirement date pursuant to any presently existing
plan provided or contributed to by the corporation or any of its
subsidiaries.

(c) No remuneration is proposed to be in the future directly or indirectly by
the corporation to any officer or director under any plan which is
presently existing.

24
Included below are the previously audited statements for July 31, 2000 and the unaudited statements for April 30th, 2001.

FINANCIAL STATEMENTS

Set forth below are the our audited financial statements for the period
ended July 31, 2000. The following financial statements are attached to this
report and filed as a part thereof.

Shopathomekids.com has adopted the provisions of Financial Accounting Standards
Board Statement No. 109, Accounting for Income Taxes. They account for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.

Use of Estimates

The preparation of financial statements 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 on
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.

SHOPATHOMEKIDS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

JULY 31, 2000

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)

FINANCIAL STATEMENTS

CONTENTS

INDEPENDENT AUDITORS' REPORT 1

BALANCE SHEET 2

STATEMENT OF OPERATIONS 3

STATEMENT OF STOCKHOLDERS' DEFICIENCY 4

STATEMENT OF CASH FLOWS 5

NOTES TO FINANCIAL STATEMENTS 6-9

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF SHOPATHOMEKIDS.COM, INC.

We have audited the accompanying balance sheet of Shopathomekids.com, Inc. (A
Development Stage Company) as of July 31, 2000 and the related statements of
operations, stockholders' equity and cash flows for the period from October 27,
1999 (inception) to July 31, 2000. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides 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 Shopathomekids.com, Inc. as of
July 31, 2000 and the results of its operations and its cash flows for the
period from October 27, 2000 (inception) to July 31, 2000 in conformity with
generally accepted accounting principles.

MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
Certified Public Accountants

New York, New York
August 25, 2000

November 30, July 31,
2000 2000
------------ -----------
------------ -----------
ASSETS ........................................ (unaudited)
Current assets
Cash and cash equivalents ................ $ $
516 8,881

Property and equipment, net of accumulated
depreciation of 4,100 and $2,600 ............ 18,217
14,820
Other assets ................................. 34,026
34,020
-------- --------
-------- --------

Total assets .......................... $ 52,753 $ 57,721
======== ========
======== ========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accrued interest
7,825 4,125
Notes payable ............................ 10,000 10,000
--------
-------- --------
Total current liabilities ................ 17,825 14,125

Notes payable, less current portion .......... 30,000 30,000
--------
-------- --------

Total liabilities ..................... 47,825 44,125
--------
-------- --------

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value;
50,000,000 shares authorized, no shares
issued and outstanding .................... --
--------
Common stock, $0.001 par value;
100,000,000 shares authorized,
8,418,300 shares issued and outstanding
8,418 8,418
Additional paid in capital .................. 28,170 28,170
Deficit accumulated during
the development stage ..................... (31,660) (22,992)
-------- --------
-------- --------
Total stockholders' equity ............ 4,928 13,596
-------- --------
-------- --------

Total liabilities and stockholders' equity 52,753 $ 57,721
======== ========
======== ========

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

- 2 -

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS

October 27, 1999
August 1, 2000 to (inception) to October 27, 1999
July 31, (inception) to
November 30, 2000 2000 November 30, 2000
-------------------- -------------------- ----------------------
-------------------- -------------------- ----------------------
(unaudited) (unaudited)
Revenue $ $ $
----------- ---------------- -----------

Website development -- 4,330 4,330

Marketing, general and administrative 3,468 10,562 14,030

Interest expense 3,700 5,500 9,200

Depreciation expense 1,500 2,600 4,100

----------- ---------------- -----------
----------- ---------------- -----------

Loss from operations before income taxes (8,668) (22,992) (31,660)

Income tax expense -- -- --

----------- ---------------- -----------
----------- ---------------- -----------

Net loss $ (8,668) $ (22,992) $ (31,660)
=========== ================ ===========
=========== ================ ===========

Net loss per share - basic and diluted $ -- $ -- $ --
=========== ================ ===========
=========== ================ ===========

Weighted average shares outstanding 8,418,300 8,281,680 8,315,203
=========== ================ ===========
=========== ================ ===========

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

- 3 -

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY

Deficit
Common Stock Additional Accumulated
Paid-in During Development
* Shares Amount Capital Stage Total
Balance, October 27, 1999 -- $ -- $ -- $ -- $
Issuance of founders shares,
November 20, 1999 8,140,000 8,140 (8,140) -- --

Contribution of fixed assets -- -- 13,400 -- 13,400

Sale of shares, November 20, 1999 49,500 49 4,077 -- 4,126

Issuance of shares for interest,
November 20, 1999 16,500 17 1,358 -- 1,375

Issuance of shares for services,
November 20, 1999 44,000 44 3,623 -- 3,667

Issuance of shares for services,
June 14, 2000 168,300 168 13,852 -- 14,020

Net loss -- -- -- (22,992) (22,992)

--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------

Balance, July 31, 2000 8,418,300 8,418 28,170 (22,992) 13,596

Net loss -- -- -- (8,668) (8,668)

--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------

Balance, November 30, 2000 (unaudited) 8,418,300 $ 8,418 $ 28,170 $ (31,660) $ 4,928

========= ========= ========= ========= =========

The accompanying notes are integral part of these financial statements.

- 4 -

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS

October 27, 1999 October 27, 1999
August 1, 2000 to (inception) to (inception) to
November 30, 2000 July 31, 2000 November 30, 2000
--------------------- ---------------- ---------------------
--------------------- ---------------- ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES (unaudited) ----- (unaudited)
Net loss $ (8,668) $(22,992) $(31,660)
Adjustments to reconcile net loss to net cash used
by operating activities:
Expenses paid by stockholder
1,500 2,626 2,626
Depreciation
- 2,600 4,100
Common stock issued for services
- 3,667 3,667
Increase in accrued interest
3,700 5,500 9,200
------------------------------
------------------------------

Net cash used in operating activities (3,468) (8,599) (12,067)

-------------------- -----------
-------------------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (4,897) (4,020) (8,917)
-------------------- -----------
-----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - 40,000 40,000

Increase in deferred offering costs - (20,000) (20,000)

Sale of common stock - 1,500 1,500

---------------------------------
---------------------------------

Net cash provided by financing activities - 21,500 21,500

---------------------------------
---------------------------------

Net (decrease) increase in cash and cash equivalents (8,365) 8,881 516

CASH AND CASH EQUIVALENTS - Beginning
of period 8,881 - -

------------------------------------
------------------------------------

CASH AND CASH EQUIVALENTS - End of period $ 516 $ 8,881 $ 516

===================================
=================================

SUPPLEMENTAL INFORMATION:
During the initial period October 21, 1999 to November 30, 2000, the
Company paid no cash for interest or income taxes (unaudited).

During the initial period October 21, 1999 to July 31, 2000, the
Company paid no cash for interest or income taxes.

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

- 5 -

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Shopathomekids.com, Inc. (the "Company") is currently a development-stage
company under the provisions of the Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") NO. 7. The Company
was incorporated under the laws of the state of Texas on October 27, 1999 as
Yippyyahoo.com, Inc. and changed its name on June 2, 2000.

The Company is a business-to-consumer ("B2C") Internet portal that enables the
younger consumer (under 18) the ability to purchase safely online, Email, and
chat with others. The Company has developed a website community that offers
access to online video games and shopping, as well as chat rooms that cater to
both young kids and teenagers. A proprietary credit card is currently in
development, called the KidZ-n-TeenZ credit card, that will enable young
consumers to transact online. The following domain names have been registered
and are currently in use:

www.shopathomekids.com
www.kidz2000.com
www.teenz2000.com

Unaudited Financial Information
In the opinion of the Company, the accompanying unaudited consolidated financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly its financial position as of November
30, 2000 and the results of its operations and cash flows for the initial period
ended November 30, 2000. These statements are condensed and therefore do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.

Use of Estimates
The preparation of financial statements 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.

- 6 -

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Property and Equipment
Property and equipment is stated at cost and are depreciated
using the straight-line method over their estimated useful
lives, generally five years.

Maintenance and repairs are charged to expense as incurred.

Concentration of Credit Risk
The Company places its cash in what it believes to be
credit-worthy financial institutions. However, cash balances
may exceed FDIC insured levels at various times during the
year.

Fair Value of Financial Instruments
The carrying value of cash and cash equivalents and accrued
expenses approximates fair value due to the relatively short
maturity of these instruments. The carrying value of notes
payable approximates fair value as the instruments were
issued currently at market rates.

Long-lived Assets
Long-lived assets to be held and used are reviewed for
impairment whenever events or changes in circumstances
indicate that the related carrying amount may not be
recoverable. When required, impairment losses on assets to
be held and used are recognized based on the fair value of
the assets and long-lived assets to be disposed of are
reported at the lower of carrying amount or fair value less
cost to sell.

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.

Earnings Per Share
The Company calculates earnings per share in accordance with
SFAS No. 128, "Earnings Per Share", which requires
presentation of basic earnings per share ("BEPS") and
diluted earnings per share ("DEPS"). The computation of BEPS
is computed by dividing income available common stockholders by the weighted average number of outstanding common shares during the period. DEPS gives effect to all dilutive potential common shares outstanding during the period. The computation of DEPS does not assume conversion, exercise or contingent exercise of securities that would have an antidilutive effect on earnings. As of July 31, 2000, the Company has no securities that would effect loss per share if they were to be dilutive.

- 7 -

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Earnings Per Share (continued)
On June 12, 2000, the Company effected a 1,100 for 1 stock
split. All share and per share items in these financial
statements have been retroactively restated to reflect this
stock split.

Comprehensive Income
SFAS No. 130, "Reporting Comprehensive Income", establishes
standards for the reporting and display of comprehensive
income and its components in the financial statements. The
Company had no items of other comprehensive income and
therefore has not presented a statement of comprehensive
income.

Offering Costs
Offering costs consist primarily of professional fees. These
costs are charged against the proceeds of the sale of the
common stock in the periods in which they occur.

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:
November 30, July 31,
2000 2000
------------- ------------
Computer Equipment & Software $ 18,317 $ 13,420
Furniture and Fixtures 4,000 4,000
----------- ------------
22,317 17,420
Less: Accumulated Depreciation 4,100 2,600
------------ ------------
$ 18,217 $ 14,820
============= =============

Depreciation expense for the period ended July 31, 2000 was
$2,600, and for the period ended November 30, 2000 was
$4,100.

NOTE 3 - NOTES PAYABLE

The Company is obligated under two notes payable, as
follows:

o $10,000 pursuant to a note dated October 28, 1999. The Company will pay
$10,000 interest if the note is paid within 18 months; if repaid after 18
months, the Company will pay interest of $20,000.

o $30,000 pursuant to a note dated June 5, 2000. The note bears interest at 10%
per year and is due on June 5, 2002.

- 8 -

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000

NOTE 4 - OTHER ASSETS

Other assets consist of offering costs which will be charged
to the proceeds of the sale of common stock in the period in
which it occurs.

NOTE 5 - NON-CASH FINANCIAL ACTIVITIES

16,500 shares of common stock, valued at $1,375, were
issued as a payment of interest on a note.

44,000 shares of common stock, valued at $3,667, were
issued as a payment for services.

168,300 shares of common stock, valued at $14,020, were
issued as a payment for services.

Stockholders contributed fixed assets with a historical
cost basis of $13,400.

FINANCIAL STATEMENTS

SHOPATHOMEKIDS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

APRIL 30, 2001

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
BALANCE SHEET
(Unaudited)

April 30,
2001
-------------

ASSETS
Current assets
Cash and cash equivalents $ 466

Property and equipment, net of accumulated
depreciation of $5,975 16,342
Other assets 34,020
-------------

Total assets $ 50,828
=============

LIABILITIES AND STOCKHOLDER'S DEFICIT
Current Liabilities
Accrued interest $ 22,750
Notes payable 10,000
Advances from officer 600
-------------
Total current liabilities 33,350

Notes payable, less current portion 30,000
-------------
Total liabilities 63,350
-------------

STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value;
50,000,000 shares authorized, no shares
issued and outstanding -
Common stock, $0.001 par value;
100,000,000 shares authorized,
8,418,300 shares issued and outstanding 8,418
Additional paid in capital 28,170
Deficit accumulated during
the development stage (49,110)
-------------
Total stockholders' deficit (12,522)
-------------

Total liabilities and stockholders' deficit $ 50,828
=============

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

- 2 -

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)

October 27,
October 27, 1999
Three Months Ended Nine Months 1999 (inception)
-------------------------- Ended (inception) to to
April 30, April 30, April 30, April 30, April 30,
2001 2000 2001 2000 2001
------------ ------------ ------------ ------------ ------------

Revenue $ - $ - $ - $ - $ -

Website development - - - 4,330 4,330
Marketing, general and
administrative 416 1,287 4,118 9,308 14,680
Interest expense 12,417 1,667 18,625 3,333 24,125
Depreciation expense 1,125 1,125 3,375 1,730 5,975
------------ ------------ ------------ ------------ ------------

Loss from operations before
income taxes (13,958) (4,079) (26,118) (18,701) (49,110)

Income tax expense - - - - -
------------ ------------ ------------ ------------ ------------

Net loss $ (13,958) $ (4,079) $ (26,118) $ (18,701) $ (49,110)
============ ============ ============ ============ ============

Net loss per share
- basic and diluted - - - - -
============ ============ ============ ============ ============

Weighted average shares
outstanding 8,418,300 8,250,000 8,418,300 8,250,000 8,352,319
============ ============ ============ ============ ============

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

- 3 -

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
(Unaudited)

Deficit
Accumulated
Common Stock Additional During
---------------------------- Paid-in Development
Shares Amount Capital Stage Total
------------- ------------- ------------- ------------- -------------

Balance, October 27, 1999 - $ - $ - $ - $ -

Issuance of founders shares,
November 20, 1999 8,140,000 8,140 (8,140) - -

Contribution of fixed assets - - 13,400 - 13,400

Sale of shares, November 20, 1999 49,500 49 4,077 - 4,126

Issuance of shares for interest,
November 20, 1999 16,500 17 1,358 - 1,375

Issuance of shares for services,
November 20, 1999 44,000 44 3,623 - 3,667

Issuance of shares for services,
June 14, 2000 168,300 168 13,852 - 14,020

Net loss - - - (22,992) (22,992)
------------- ------------- ------------- ------------- -------------

Balance, July 31, 2000 8,418,300 8,418 28,170 (22,992) 13,596

Net loss - - - (26,118) (26,118)
------------- ------------- ------------- ------------- -------------

Balance, April 30, 2001 (unaudited) 8,418,300 $ 8,418 $ 28,170 $ (49,110) $ (12,522)

The accompanying notes are integral part of these financial statements.

- 4 -

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)

October 27, October 27,
August 1, 2000 1999 (inception) 1999 (inception)
to April 30, to April 30, to April 30,
2001 2000 2001
---------------- ---------------- ----------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (26,118) $ (18,701) $ (49,110)

Adjustments to reconcile net loss to net cash used
by operating activities:
Expenses paid by stockholder - 2,626 2,626
Depreciation 3,375 1,730 5,975
Common stock issued for services - 3,667 3,667
Increase in accrued interest 18,625 3,333 24,125
---------------- ---------------- ----------------

Net cash used in operating activities (4,118) (7,345) (12,717)
---------------- ---------------- ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (4,897) (4,020) (8,917)
---------------- ---------------- ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - 10,000 40,000
Advance from officer 600 - 600
Increase in deferred offering costs - - (20,000)
Sale of common stock - 1,500 1,500
---------------- ---------------- ----------------

Net cash provided by financing activities 600 11,500 22,100
---------------- ---------------- ----------------

Net (decrease) increase in cash and cash equivalents (8,415) 135 466

CASH AND CASH EQUIVALENTS - Beginning
of period 8,881 - -
---------------- ---------------- ----------------

CASH AND CASH EQUIVALENTS - End of period $ 466 $ 135 $ 466
================ ================ ================

SUPPLEMENTAL INFORMATION:
During the period October 21, 1999 to April 30, 2000, the Company paid no
cash for interest or income taxes.

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

- 5 -

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2001

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Nature of Operations
--------------------
Shopathomekids.com, Inc. (the "Company") is currently a
development-stage company under the provisions of the Financial
Accounting Standards Board ("FASB") Statement of Financial
Accounting Standards ("SFAS") NO. 7. The Company was incorporated
under the laws of the state of Texas on October 27, 1999.

Interim Financial Information
-----------------------------
The accompanying unaudited interim financial statements have been
prepared by the Company, in accordance with generally accepted
accounting principles pursuant to Regulation S-B of the Securities
and Exchanges Commission. Certain information and footnote
disclosures normally included in audited financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted. Accordingly, these
interim financial statements should be read in conjunction with
the Company's financial statements and related notes as contained
in Form SB-2 for the year ended July 31, 2000. In the opinion of
management, the interim financial statements reflect all
adjustments, including normal recurring adjustments, necessary for
fair presentation of the interim periods presented. The results
of operations for the nine months ended April 30, 2001 are not
necessarily indicative of results of operations to be expected for
the full year.

- 9 -

CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING MATTERS

None.

PART TWO. INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Information on this item is set forth in Prospectus under the heading
"Disclosure of Commission Position on Indemnification for Securities Act
Liabilities."

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Information on this item is set forth in the Prospectus under the heading "Use
of Proceeds."

RECENT SALES OF UNREGISTERED SECURITIES

On or about November 20 1999, we issued 8,140,000 shares of our common stock to
our founders in a transaction which we believe satisfies the requirements of
that certain exemption from the registration and prospectus delivery
requirements of the Securities Act of 1933, which exemption is specified by the
provisions of Section 4(2) of the Securities Act of 1933, as amended. The shares
were issued as payment for consulting services valued at $8,140.

On or about November 20, 1999 we issued 16,500 shares of our common stock to
Carol Jean Gehlke in a transaction which we believe satisfies the requirements
of that certain exemption from the registration and prospectus delivery
requirements of the Securities Act of 1933, which exemption is specified by the
provisions of Section 4(2) of the Securities Act of 1933, as amended. The shares
were issued as an interest payment on a note to a shareholder and was valued at
$1,375.

On or about November 20, 1999 we issued 44,000 shares of our common stock to
Addie McConachie in a transaction which we believe satisfies the requirements of
that certain exemption from the registration and prospectus delivery
requirements of the Securities Act of 1933, which exemption is specified by the
provisions of Section 4(2) of the Securities Act of 1933, as amended. The shares
were issued as payment for business consulting services provided to us, which
were valued at $3,667.

On or about June 14, 2000, we issued 168,300 shares of our common stock to Kelly
Charles in a transaction which we believe satisfies the requirements of that
certain exemption from the registration and prospectus delivery requirements of
the Securities Act of 1933, which exemption is specified by the provisions of
Section 4(2) of the Securities Act of 1933, as amended. The shares were issued
as payment for consulting services provided to us throughout the process of
going public, which were valued at $14,020.

EXHIBITS

The Exhibits required by Item 601 of Regulation S-B, and an index thereto, are
attached.

UNDERTAKINGS

The undersigned registrant hereby undertakes to:

(a) (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by section10(a)(3) of the Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement. (iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

26
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering. .

(b) Provide to the underwriter at the closing specified in the underwriting
agreement certificates in the appropriate denominations and registered in the
appropriate names as required by the underwriter to permit prompt delivery to
each purchaser.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission that indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against the liabilities mentioned (other than the
payment by the small business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer in the successful
defense of any action, suit or proceeding) is asserted by any director, officer
or controlling person in connection with the securities being registered, the
small business issuer will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether an indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of this type of issue.

Exhibit Description
Number

3.1 Articles of Incorporation*

3.2 Bylaws*

3.3 Certificate of Amendment*

3.4 Certificate of Amendment*

5.1 Opinion Re: Legality ** See 23.1 Consent of Counsel

23.1 Consent of Counsel*

23.2 Consent of Accountant*

24.1 Power of Attorney** See Signature Pages

27.1 Financial Data Schedule*

99.1 Promissory Note to Shareholder *

99.2 Subscription Agreement *

99.3 Summary of Oral Agreement between
Officer and Director and Shopathomekids.com, Inc.**

99.4 Distribution between S.D.S. Wholesale
and Shopathomekids.com, Inc.**

*Filed By Previous Amendment

** Filed with this Amendment

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed on this 5the day of September, 2001, the following persons in the capacities and on the dates stated:

SIGNATURE TITLE DATE

/s/ Lewis Prowse II Director September 5, 2001

/s/ Tara Mees Director September 5, 2001

/s/ Romie Krickbaum Director September 5, 2001

/s/ Larry Ballard Director September 5, 2001

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints and hereby
authorizes Lewis Prowse II with the full power of substitution, as
attorney-in-fact, to sign in such person's behalf, individually and in each
capacity stated below, and to file any amendments, including post-effective
amendments to this Registration Statement. In accordance with the requirements
of the Securities Act of 1933, this Registration Statement was signed by the
following persons in the capacities and on the dates stated.

SIGNATURE TITLE DATE

/s/ Lewis Prowse II Director September 5, 2001

/s/ Tara Mees Director September 5, 2001

/s/ Romie Krickbaum Director September 5, 2001

/s/ Larry Ballard Director September 5, 2001

ARTICLES OF INCORPORATION

YIPPYYAHOO.COM, INC.

The undersigned, a natural person of the age of eighteen years or more,
acting as sole incorporator of a corporation under the provisions if the Texas
Business Corporation Act, adopts the following Articles of Incorporation:

ARTICLE I

The name of the Corporation is YIPPYYAHOO.COM, INC.

ARTICLE II

The period of duration of the Corporation is perpetual.

ARTICLE III

The purpose for which this corporation is formed is to engage in any and
all lawful business for which corporations may be formed under the Texas
Business Corporation Act.

ARTICLE IV

The aggregate number of shares which the corporation has authority to issue
is 7,500 shares of common stock with the par value of $1.00 per share.

ARTICLE V

The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of at least $1,000, consisting
of money, labor done or property actually received.

ARTICLE VI

Without necessity for action by its shareholders, the Corporation may
purchase, directly or indirectly, its own shares to the extent of the aggregate
of unrestricted capital surplus available therefore and unrestricted reduction
surplus available therefore.
ARTICLE VII

Section 7.1. Cumulative voting shall not be permitted.
Section 7.2. Preemptive rights shall not be permitted.

ARTICLE VIII

The address of the office of the Corporation is 223 E. FM 1382 STE #1270,
Cedar Hill Texas 75104 and the name of the initial registered agent of the
Corporation at such address is ROMIE J. KRICKBAUM. The mailing address for the
Corporation is 223 E. FM 1382 STE #12720, CEDAR HILL, TEXAS 75104.

ARTICLE IX

The initial Board of Directors shall consist of 03 members who shall serve
as directors until the first annual meeting of shareholders or until such
directors' successors shall have been elected and qualified, and whose names and
addresses are as follows:

Name Address

Romie J. Krickbaum 223 E. FM 1382 STE #1270, Cedar Hill, Texas 75104

Michelle A. Gregorio 800 W. Renner Road #2626, Richardson, Texas 75080

The number of directors composing the Board of Directors may be increased
or decreased by the Board of Directors, but no decrease shall have the effect of
shortening the term of any incumbent director.

ARTICLE X

Any action required by he Texas Business Corporation Act, as amended, to be
taken at any annual or special meeting of shareholders of the Corporation, or
any action which may be taken at any annual or special meeting of shareholders
of the Corporation, may be taken without a meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such action at a
meeting at which the holders of all shares entitled to vote on the action were
present and voted.

ARTICLE XI

The name and address of the incorporator of the
Corporation is as follows:

Name Address

Jon F. Martin 3150 Sandy Ridge Drive
Clearwater, FL 336761

IN WITNESS WHEREOF, I have hereunto set my hand this
26th day of October, 1999.

----------------------
Jon F. Martin, Incorporator

Exhibit 3.2 Bylaws

BYLAWS

YIPPYYAHOO, INC.

ARTICLE ONE

REGISTERED OFFICE

1.01. The registered office and the principal office for the transaction of
the business of the corporation is located at 223 E. FM 1382 Ste# 12720 Cedar
Hill, Texas 75104. The Board of Directors has full power and authority to change
the principal office from time to time as they deem in the best interest of the
corporation.

1.02. The name of the registered agent at such address is Romie Krickbaum.

1.03. The corporation may also have offices at such other places, within or
without the State of Texas, where the corporation if qualified to do business,
as the Board of Directors may from time to time designate, or the business of
the corporation may require.

ARTICLE TWO

SHAREHOLDER'S MEETING

2.01. All meetings of the shareholders shall be held at the principal
office of the corporation, or any other location within or without the State of
Texas, as may be designated for that purpose from time to time by the Board of
Directors.

2.02. The annual meeting of the shareholders shall be held on the day
specified by the corporation's Board of Directors. At such meeting, directors
shall be elected, reports of the affairs of the corporation shall be considered,
and any other business may be transacted which is within the powers of the
shareholders.

2.03. Notice of the meeting, stating the place, day, and hour of the
meeting, and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be given in writing to each shareholder entitled to
vote at the meeting at least ten (10), but not more that fifty (50) days, before
the date of the meeting either personally or by mail or other means of written
communication, addressed to the shareholder at his address appearing on the
books of the corporation or given by him to the corporation for the purpose of
notice. Notice of adjourned meetings is not necessary unless the meeting is
adjourned for thirty(30) day or more, in which case notice of the adjourned
meeting shall be given as in the case of any special meeting.
2.04. Special meetings of the shareholders for any purpose or purposes
whatsoever may be called at any time by the President, or by the Board of
Directors, or by any two (2) or more Directors, or by one or more shareholders,
holding no less that one-tenth (1/10) of all the shares entitled to vote at the
meeting.

2.05. A majority of the voting shares constitutes a quorum for the
transaction of business. Business may be continued after the withdrawal of
enough shareholders to leave less than a quorum.

2.06. Each shareholder is entitled to one vote for each share of common
stock held of record. Voting for the election of Directors shall be by voice
unless any shareholder demands a ballot vote before the voting begins. No rights
to cumulative voting shall not be provided.

2.07. Every person entitled to vote or execute consents may do so either in
person or by written proxy executed in writing by the shareholder or his duly
authorized attorney in fact.

2.08. No defect in the calling or noticing of a shareholders' meeting will
affect the validity of any action at the meeting if a quorum was present, and if
each shareholder not present in person or by proxy signs a written waiver of
notice, consent to the holding of the meeting, or approval of the minutes,
either before or after the meeting, and such waivers, consents, or approvals are
filed with the corporate records or made part of the minutes of the meeting.

2.09. Action may be taken by the shareholders without a meeting if a
holders of a of the outstanding shares entitled to vote sign a written consent
to the action and such consent is filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

3.01. The Directors shall act only as a board and an individual Director
shall have no power as such. All corporate powers of the corporation shall be
exercised by, or under the authority of, and the business affairs of the
corporation shall be controlled by, the Board of Directors, subject, however ,
to such limitations as imposed by law, the articles of incorporation, or these
Bylaws, as to action to be authorized or approved by the shareholders. The Board
of Directors may, by contract or otherwise, given general or limited or special
power and authority to the officers and employees of the corporation to transact
the general business, or any special business, of the corporation, and may give
general or special powers of attorney to agents of the corporation to transact
business requiring such authorization.

3.02. The authorized number of Directors of this corporation shall be not
less than one (1) and not more than nine (9). The Directors need not be
shareholders of this corporation or residents of Texas. The number of Directors
may be increased or decreased from time to time by the Board of Directors, but
no decrease shall have the effect of shortening the term of any incumbent
Director. Any directorship to be filled by reason of an increase in the number
of Directors shall be filled by a vote of a majority of the board of directors,
though less than a quorum, or by a sole Director.

3.03. The Directors shall be elected annually by the shareholders entitled
to vote, and shall hold office until their respective successors are elected, or
until their death, resignation, or removal.

3.04. Vacancies in the Board of Directors may be filled by the vote of a
majority of the remaining Directors, though less than a quorum, or by a sole
remaining Director. The shareholders may elect a Director at any time to fill
any vacancy not filled by the Directors.

3.05. The entire Board of Directors or any individual Director may be
removed from office with or without cause by vote of the holders of majority of
the shares entitled to vote for directors, at any regular or special meeting of
such shareholders.

3.06. Regular meetings of the Board of Directors shall be held, without
call or notice, immediately following each annual meeting of the shareholders of
this corporation, and at such other times as the Director may determine.

3.07. All meetings of the Board of Directors for shall be held at the
principal office of the corporation or at such place within the State of Texas
as may be designated from time to time by resolution of the Board or by written
consent of all of the members of the Board.

3.08. Special meetings of the Board of Directors for any purpose shall be
called at any time by the President or, if he is absent or unable or refuses to
act, by any Vice President or any two directors. Written notices of the special
meetings, stating the time, and in general terms the purpose or purposes
thereof, shall be mailed or telegraphed or personally delivered to each Director
no later that the day before the day appointed for the meeting.

3.09. A majority of the authorized number of Directors shall be necessary
to constitute a quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
Directors present shall be regarded as the act of the Board of Directors, unless
a greater number be required by law or by the articles of incorporation.

3.10. Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting, and with the same force and effect as
a unanimous vote of Directors, if all members of the Board shall individually or
collectively consent in writing to such action.
3.11. A quorum of the Directors may adjourn any Directors' meeting to meet
again at a stated day and hour. Notice of the time and place of holding an
adjourned meeting need not be given to absent Directors if the time and place is
fixed at the meeting adjourned. In then absence of a quorum, a majority of the
Directors present at any Directors meeting, either regular or special, may
adjourn from time to time until the time fixed for the next regular meeting of
the Board.

3.12. The President, or, in his absence, any Director selected by the
Directors present, shall preside at meetings of the Board of Directors. The
Secretary of the corporation or in his absence, any person appointed by the
presiding officer, shall act as Secretary of the Board of Directors.

3.13. Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursements for expenses, as may be fixed
or determined by resolution of the Board.

3.14. The Board of Directors may authorize the corporation to pay expenses
incurred by, or to satisfy a judgment or fine rendered or levied against present
or former Directors, officers, or employees of this corporation as provided by
Article 2.02(A)(16) of the Texas Business Corporation Act.

ARTICLE FOUR

OFFICERS

4.01. The officers of the corporation shall be a President, a Secretary,
and such assistants and other officers as the Board of Directors shall from time
to time determine. Any two offices, except President and Secretary, may be held
by one person. All officers shall be elected by and hold office at the pleasure
of the Board of Directors, which shall fix the compensation and tenure of all
officers.

4.02. The officers of the corporation shall have the powers and duties
generally ascribed to the respective offices, and such additional authority or
duty as may from time to time be established by the Board of Directors.

4.03. Any payments made to an officer of the corporation such as, but not
limited to, a salary, commission, bonus, interest, rent, or entertainment
expense incurred by him, which shall be disallowed in whole or in part as a
deductible expense by the Internal Revenue Service, shall be reimbursed by such
officer to the corporation to the full extent of such disallowance. It shall be
the duty of the Directors, as a Board, to enforce payment of each amount
disallowed. In lieu of payment by the officer, subject to the determination of
the Directors, proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation has been
recovered.

4.04. Every officer of the corporation who becomes a stockholder shall
obligate himself by written agreement to repay to the corporation any part of
his salary, travel, entertainment expenses, or fringe benefits, or bonus,
interest, and rent, which may be disallowed as a corporate deduction for tax
purposes, and that such written agreement shall be deemed ratified and adopted
by the Board of Directors as of the date hereof.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01. The Board of Directors may, in its discretion, determine the method
and designate the signatory officer or officers, or other person or persons, to
execute any corporate instrument or document, or to sign the corporate name with
out limitation, except where otherwise provided by law, and such execution or
signature shall be binding upon the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

6.01. Certificates for shares of the corporation shall be issued only when
fully paid,
6.02. The corporation shall deliver certificates representing all shares in
which shareholders are entitled, which certificates shall be in such form and
device as the Board of Directors may provide. Each certificate shall bear on its
face the statement that the corporation is organized in Texas, the name in which
it is issued, the number and class of shares and series, and the par value or a
statement that the shares are without par value. The certificates shall be
signed by the President or a Vice President and the Secretary or an Assistant
Secretary, which signatures may be in facsimile if the certificates are to be
countersigned by a transfer agent or registered by a registrar, and the seal of
the corporation shall contain on the faces or backs such recitations or
references as are required by the law.

6.03. No new certificates shall be issued until the former certificate for
the share represented thereby shall have been surrendered and cancelled, except
in the case of lost or destroyed certificates for which the Board of Directors
my order new certificates to be issued upon such terms, conditions, and
guarantees as the Board may see fit to impose, including the filing of
sufficient indemnity.

6.04. Shares of the corporation may be transferred by endorsement by the
signature of the owner, his agent, attorney, or legal representative, and the
delivery of the certificate. The transferee in any transfer of shares shall be
deemed t have full notice of, and to consent to, the bylaws of the corporation
to the same extent as if he had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

7.01. All books and records provided for by statute shall be open to
inspection by the shareholders from time to time and to the extent expressly
provided by statute, and not otherwise. The Directors may examine such books and
records at all reasonable times.

7.02. The Board of Directors may close the transfer books in their
discretion for a period not exceeding fifty (50) days preceding any meeting,
annual or special, of the shareholders, or the day appointed for the payment or
a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01. The power to alter, amend, or repeal these bylaws is vested in the
Directors, subject to repeal or change by action of the shareholders.

Adopted by the Board of Directors on November 2,1999.

----------------------------
Romie Krickbaum, Pres/Director

Exhibit 3.3 CERTIFICATE OF AMENDMENT

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

YIPPYYAHOO.COM, INC.
Name of Corporation

I, the undersigned, Romie J. Krickbaum, do hereby certify:
------------------

That the Board of Directors of YIPPYYAHOO.COM, INC.
(the "Company), at a meeting duly convened and held
on the 2nd day of June 2000, adopted a resolution to
amend the original articles as follows:

Article I is hereby amended to read as
follows:

The name of the Corporation is as follows:

Shopathomekids.com, Inc.

The number of shares of the Company's common stock outstanding
and entitled to vote on an amendment to the Articles of
Incorporation was 3,000,000, that the said change and
amendment was unanimously adopted on the 2nd day of June 2000
by the Company's shareholders.

------------------------------------
Romie J. Krickbaum, President and Director

Exhibit 3.4 CERTIFICATE OF AMENDMENT

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

YIPPYYAHOO.COM, INC.
Name of Corporation

I, the undersigned, Romie J. Krickbaum, do hereby certify:
------------------

That the Board of Directors of YIPPYYAHOO.COM, INC.
(the "Company), at a meeting duly convened and held
on the 17th day of February 2000, adopted a
resolution to amend the original articles as follows:

Article IV is hereby amended to read as
follows:

The aggregate number of shares which the
Company has the authority to issue is
100,000,000 shares of common stock with the
par value of $0.001 per share, and
50,000,000 shares of preferred stock with
the par value of $0.001 per share.

The change in par value does not affect
stated capital.

The number of shares of the Company's common stock outstanding
and entitled to vote on an amendment to the Articles of
Incorporation was 7,500: that the said change and amendment
was unanimously adopted on the 17th day of February 2000 by
the Company's shareholders.

------------------------------------
Romie J. Krickbaum, President and Director

Exhibit 23.1 LEGAL OPINION

December 8th, 2000

Securities and Exchange Commission
Washington, D.C.

Re: Shopathomekids.com., Inc.

To Whom It May Concern:

Shopathomekids.com, Inc., is a corporation duly incorporated and validly
existing and in good standing under the laws of the state of Texas.
Shopathomekids.Com has full corporate powers to own its property and conduct its
business, as such business is described in the prospectus. Shopathomekids.Com is
qualified to do business as a foreign corporation in good standing in every
jurisdiction in which the ownership of property and the conduct of business
requires such qualification.

This opinion is given in connection with the registration with the Securities
and Exchange Commission of three million seven hundred and ninety nine thousand
three hundred (3,799,300) shares of common stock at a price of $.25 per share,
for sale in Shopathomekids.Com's proposed public offering.

We have acted as special counsel to Shopathomekids.Com in connection with the
review of the Registration Statement on Form SB-2, pursuant to which such shares
are being registered and, in so acting, we have examined copies of the corporate
instruments, certificates and other documents of Shopathomekids.Com and
interviewed representatives of Shopathomekids.Com to the extent we deemed it
necessary in order to form the basis for the opinion hereafter set forth. In
such examination we have assumed the genuineness of all signatures and
authenticity of all documents submitted to me as certified or photo static
copies. As to all questions of fact material to this opinion which have not been
independently established, we have relied upon statements or certificates of
officers or representatives of Shopathomekids.com.

3.399,300 of the shares being registered are now authorized and issued
shares. 400,000 are being offered for sale. Based upon the foregoing, we are of
the opinion that the 3,799,300 shares of common stock of Shopathomekids.Com
being registered for sale by Shopathomekids.Com, when issued and sold pursuant
to this Registration Statement, will be legally issued, fully paid and
non-assessable and there will be no personal liability to the owners thereof.

The undersigned hereby consents to the use of this opinion in connection with
such Registration Statement and its inclusions as an exhibit accompanying such
Registration Statement.

Very Truly yours,

/s/: Adam U.Shaikh, Esq.
Adam U. Shaikh, Esq.

Shawn F. Hackman, a PC.

Exhibit 23.2 Consent of Accountants

We hereby consent to the use in this Registration Statement of
Shopathomekids.Com, Inc. on Form SB-2/A of our report dated August 25, 2000
relating to the financial statements of Shoptathomekids.Com, Inc. and to the
reference to our Firm under the caption "Experts" in the Prospectus.

MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
Certified Public Accountants

New York, New York
January 17, 2001

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

This schedule contains summary financial information extracted from the balance
sheet and statements of operations found on pages F-1 ex seq. of the Company's
Form SB-2 for the nine months ended September 30, 1999, and is qualified in its
entirety by reference to such financial statements.

=================================================================

Exhibit 99.1 Promissory Note

Nonrecourse Dated: June 5, 2000
$30,000

PROMISSORY NOTE

FOR VALUE RECEIVED, shopathomekids.com, Inc., a Texas Corporation ("Maker"),
promises to pay to Carol Jean Gehlke, a resident of California ("Holder"), or
order, Thirty Thousand Dollars (30,000).

1. Payments. The principal on the obligation represented hereby (the
"Principal") shall be repaid in one lump sum, payable on June 5, 2002,
which date is two years from the date hereof (the "Maturity Date").

2. Interest. This obligation shall bear simple interest, which shall be at the
rate of 10% per annum, payable on the Maturity Date.

3. Type and Place of Payments. Payments of principal and interest shall be
made in lawful money of the United States of America to the above-named
Holder or his order at Maker's principal place of business.

4. Prepayment. Advance payment or payments may be made on the principal,
without penalty of forfeiture. There shall be no penalty for prepayment.

5. Default. Upon the occurrence or during the continuance of any one or more
of the events hereinafter enumerated, Holder or the holder of this Note may
forthwith or at any time thereafter during the continuance of any such
event, by notice in writing to the Maker, declare the unpaid balance of the
principal and interest on the Note to be immediately due and payable, and
the principal and interest shall become and shall be immediately due and
payable without presentation, demand, protest, notice of protest, or other
notice of dishonor, all of which are hereby expressly waived by Maker, such
events being as follows:

(a) Default in the payment of the principal and interest of this Note or any
portion thereof when the same shall become due and payable, whether at
maturity as herein expressed, by acceleration, or otherwise, unless cured
within five (5) days after notice thereof by Holder or the holder of such
Note to Maker.

(b) Maker shall file a voluntary petition in bankruptcy or a voluntary petition
seeking reorganization, or shall file an answer admitting the jurisdiction
of the court and any material allegations of an involuntary petition filed
pursuant to any act of Congress relating to bankruptcy or to any act
purporting to be amendatory thereof, or shall be adjudicated bankrupt, or
shall make an assignment for the benefit of creditors, or shall apply for
or consent to the appointment of any receiver or trustee for Maker, or of
all or any substantial portion of its property, or Maker shall make an
assignment to an agent authorized to liquidate any substantial part of its
assets; or

(c) An order shall be entered pursuant to any act of Congress relating to
bankruptcy or to any act purporting to be amendatory thereof approving any
involuntary petition seeking reorganization of the Maker, or any order of
any court shall be entered appointing any receiver or trustee of or for
Maker, or any receiver of trustee of all or any substantial portion of
property of Maker, or a writ or warrant of attachment or any similar
process shall be issued by any court against all or any substantial portion
of the property of Maker, and such order approving a petition seeking
reorganization or appointing a receiver or trustee is not vacated or
stayed, or such writ, warrant of attachment, or similar process is not
released or bonded within 60 days after its entry or levy.

6. Attorney's Fees. If this notice is placed with an attorney for collection,
or if suit be instituted for collection, or if any other remedy permitted
by law is pursued by Holder, because of any default in the terms and
conditions herein, then in such event, the undersigned agrees to pay
reasonable attorney's fees, costs, or other expenses incurred by Holder in
so doing.

7. Construction. This Note shall be governed by and construed in accordance
with the laws of the State of Texas.

8. Security. This Note shall be a nonrecourse obligation of
shopathomekids.com, Inc.

Shopathomekids.com, Inc.

By:____________________
Romie Krickbaum, Pres/Dir

xhibit 99.1 Promissory Note

Nonrecourse Dated: June 5, 2000
$30,000

PROMISSORY NOTE

FOR VALUE RECEIVED, shopathomekids.com, Inc., a Texas Corporation ("Maker"),
promises to pay to Carol Jean Gehlke, a resident of California ("Holder"), or
order, Thirty Thousand Dollars (30,000).

2. Interest. This obligation shall bear simple interest, which shall be
at the rate of 10% per annum, payable on the Maturity Date.

3. Type and Place of Payments. Payments of principal and interest shall
be made in lawful money of the United States of America to the
above-named Holder or his order at Maker's principal place of
business.

4. Prepayment. Advance payment or payments may be made on the principal,
without penalty of forfeiture. There shall be no penalty for
prepayment.

5. Default. Upon the occurrence or during the continuance of any one or
more of the events hereinafter enumerated, Holder or the holder of
this Note may forthwith or at any time thereafter during the
continuance of any such event, by notice in writing to the Maker,
declare the unpaid balance of the principal and interest on the Note
to be immediately due and payable, and the principal and interest
shall become and shall be immediately due and payable without
presentation, demand, protest, notice of protest, or other notice of
dishonor, all of which are hereby expressly waived by Maker, such
events being as follows:

(a) Default in the payment of the principal and interest of this Note or
any portion thereof when the same shall become due and payable,
whether at maturity as herein expressed, by acceleration, or
otherwise, unless cured within five (5) days after notice thereof by
Holder or the holder of such Note to Maker.

(b) Maker shall file a voluntary petition in bankruptcy or a voluntary
petition seeking reorganization, or shall file an answer admitting the
jurisdiction of the court and any material allegations of an
involuntary petition filed pursuant to any act of Congress relating to
bankruptcy or to any act purporting to be amendatory thereof, or shall
be adjudicated bankrupt, or shall make an assignment for the benefit
of creditors, or shall apply for or consent to the appointment of any
receiver or trustee for Maker, or of all or any substantial portion of
its property, or Maker shall make an assignment to an agent authorized
to liquidate any substantial part of its assets; or

(c) An order shall be entered pursuant to any act of Congress relating to
bankruptcy or to any act purporting to be amendatory thereof approving
any involuntary petition seeking reorganization of the Maker, or any
order of any court shall be entered appointing any receiver or trustee
of or for Maker, or any receiver of trustee of all or any substantial
portion of property of Maker, or a writ or warrant of attachment or
any similar process shall be issued by any court against all or any
substantial portion of the property of Maker, and such order approving
a petition seeking reorganization or appointing a receiver or trustee
is not vacated or stayed, or such writ, warrant of attachment, or
similar process is not released or bonded within 60 days after its
entry or levy.

6. Attorney's Fees. If this notice is placed with an attorney for
collection, or if suit be instituted for collection, or if any other
remedy permitted by law is pursued by Holder, because of any default
in the terms and conditions herein, then in such event, the
undersigned agrees to pay reasonable attorney's fees, costs, or other
expenses incurred by Holder in so doing.

7. Construction. This Note shall be governed by and construed in
accordance with the laws of the State of Texas.

8. Security. This Note shall be a nonrecourse obligation of
shopathomekids.com, Inc.

Shopathomekids.com, Inc.

By:____________________
Romie Krickbaum, Pres/Dir

Exhibit 99.2

SUBSCRIPTION AGREEMENT

Shopathomekids.com, Inc.

Gentlemen:
The undersigned hereby subscribes for _________ Shares of the common stock
of Shopathomekids.com, Inc. Service, Inc. (the "Shares") at a purchase price of
fifty 32/100 cents ($0.25) per Share. The undersigned hereby agrees to purchase
___________ of the Shares (the "Offering").

The undersigned subscriber (sometimes hereinafter referred to as the
"Subscriber") agrees to pay a minimum of $100 (one hundred) and 00/100 Dollars
($___________) as a subscription for the Shares being purchased hereunder. The
entire purchase price is due and payable upon the execution of this Subscription
Agreement, and shall be paid by check or subject to collection, made payable to
the order of Shopathomekids.com, Inc., Account. The management of
Shopathomekids.com, Inc. Service, Inc. shall have the right to reject this
subscription in whole or in part.
The undersigned acknowledges that the Shares being purchased hereunder will
be registered under the Securities Act of 1933, as amended (the "1933 Act"), and
will only be available for sale in the state of Texas and will be issued
pursuant to registration statement on form SB-2 promulgated under the rules and
regulations of the Securities Act of 1933.

1. The undersigned represents, warrants, and agrees as follows:

(a) This Subscription Agreement is and shall be irrevocable.

(b) He has carefully read this Subscription Agreement, and the Registration
Statement and Exhibits thereto (the "Disclosure Materials") all of which the
undersigned acknowledges have been provided to him. The undersigned has been
given the opportunity to ask questions of, and receive answers from,
Shopathomekids.com, Inc. concerning the terms and conditions of this Offering
and the Disclosure Materials and to obtain such additional written information,
to the extent Shopathomekids.com, Inc. Service, Inc. possesses such information
or can acquire it without unreasonable effort or expense, necessary to verify
the accuracy of same, as the undersigned desires in order to evaluate the
investment. The undersigned further acknowledges that he has received no
representations or warranties from Shopathomekids.com, Inc., the Issuers Agent,
or their respective employees or agents in making this investment decision other
than as set forth in the Disclosure Materials.

(c) He is aware that the purchase of the Shares is a speculative
investment involving a high degree of risk and that there is no guarantee that
he will realize any gain from this investment, and that the entire investment
could be lost. The undersigned acknowledges that he has specifically reviewed
the sections in the Registration Statement entitled "Risk Factors."

(d) He understands that no federal or state agency has made any finding
or determination regarding the fairness of this Offering of the Shares for
investment, or any recommendation or endorsement of this offering.

(e) He, if an individual, has adequate means of providing for his
current needs and personal and family contingencies and has no need for
liquidity in this investment in the Shares. The undersigned has no reason to
anticipate any material change in his personal financial condition for the
foreseeable future.

(f) He is financially able to bear the economic risk of this investment,
including the ability to hold Shopathomekids.com, Inc. shares indefinitely or to
afford a complete loss of his investment in Shopathomekids.com, Inc.

(g) His overall commitment to investments which are not readily
marketable is not disproportionate to his net worth, and the investment in the
Shares will not cause such overall commitment to become excessive.

(h) The funds provided for this investment are either separate
property of the undersigned, community property over which the undersigned has
the right of control, or are otherwise funds as to which the undersigned has the
sole right of management.

(j) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY:
If the undersigned is a partnership, corporation, trust or other entity, (i) the
undersigned has enclosed with this Subscription Agreement appropriate evidence
of the authority of the individual executing this Subscription Agreement to act
on its behalf (e.g. if a trust, a certified copy of the trust agreement; if a
corporation, a certified corporate resolution authorizing the signature and a
certified copy of the articles of incorporation; or if a partnership, a
certified copy of the partnership agreement), (ii) the undersigned represents
and warrants that it was not organized or reorganized for the specific purpose
of acquiring these Shares, and (iii) the undersigned has the full power and
authority to execute this Subscription Agreement on behalf of such entity and to
make the representations and warranties made herein on its behalf, and (iv) this
investment in Shopathomekids.com, Inc. Service, Inc. has been affirmatively
authorized, if required, by the governing board of such entity and is not
prohibited by the governing documents of the entity.

(k) The address shown under the undersigned's signature at the end of
this Subscription Agreement is the undersigned's principal residence if he is an
individual, or its principal business address if a corporation or other entity.

(l) He has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the Shares.

2. He expressly acknowledges and agrees that Shopathomekids.com, Inc. is relying
upon the undersigned's representation contained in the Subscription Documents.

3. He acknowledges that he understands the meaning and legal consequences of the
representations and warranties which are contained herein.

4. Shopathomekids.com, Inc. represents that it is duly and validly incorporated
and is validly existing and in good standing as a corporation under the laws of
the State of Texas and has all requisite power and authority, and all necessary
authorizations, approvals and orders required as of the date hereof to own its
properties and conduct its business as described in the Registration Statement
and to enter into this Subscription Agreement and to be bound by the provisions
and conditions hereof is in good standing in any other states which would impose
requirements as a result of the amount of business done by Shopathomekids.com,
Inc. in that state.

5. Except as otherwise specifically provided for hereunder, no party shall be
deemed to have waived any of his or its rights hereunder or under any other
agreement, instrument or papers signed by any of them with respect to the
subject matter hereof unless such waiver is in writing signed by the party
waiving said right. A waiver on any one occasion with respect to the subject
matter hereof shall not be construed as a bar to, or waiver of, any right or
remedy on any future occasion. All rights and remedies with respect to the
subject matter hereof, whether evidenced hereby or by any other agreement,
instrument, or paper, will be cumulative, and may be exercised separately or
concurrently.

6. The parties have not made any representations or warranties with respect to
the subject matter hereof not set forth herein, and this Subscription Agreement,
together with any instruments executed simultaneously herewith, constitutes the
entire agreement between them with respect to the subject matter hereof. All
understandings and agreements heretofore had between the parties with respect to
the subject matter hereof are merged in this Subscription Agreement and any such
instrument, which alone fully and completely expresses their agreement.

7. This Agreement may not be changed, modified, extended, terminated or
discharged orally, but only by an agreement in writing, which is signed by all
of the parties to this Agreement.

8. The parties agree to execute any and all such other and further instruments
and documents, and to take any and all such further actions reasonably required
to effectuate this Subscription Agreement and the intent and purposes hereof.

9. This Subscription Agreement shall be governed by and construed in accordance
with the laws of the State of Texas and the undersigned hereby consents to the
jurisdiction of the courts of the State of Texas and/or the United States
District Court covering the State of Texas.

THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK

EXECUTION BY SUBSCRIBER WHO IS A NATURAL PERSON

Exact Name in Which Title is to be Held

(Signature)

Name (Please Print)
Residence: Number and Street
City State Zip
Code

Social Security Number

Accepted this day of , 2000 on behalf of Shopathomekids.com, Inc. ------------

BY:

STATE OF _____________ )
) :ss

COUNTY OF ___________ )

On the day written below, before me personally appeared , residing at , to me
known and known to me to be the individual described in and who executed the
foregoing instrument, and he/she duly acknowledged to me that he/she executed
the same. SUBSCRIBED and SWORN to before me this day of , 2000.

NOTARY PUBLIC in and for said County and State.

EXECUTION BY SUBSCRIBER WHICH IS A CORPORATION, PARTNERSHIP, TRUST, ETC.

Exact Name in which title is to be Held

(Signature)

Name (Please Print)

Title of Person Executing Agreement

Address Number and Street

City State Zip Code

Tax Identification Number

Accepted this day of , 2000 on behalf of Shopathomekids.com, Inc. --------

STATE OF )
) :ss
COUNTY OF )

On the day written below, before me personally appeared , to me known, who,
being by me duly sworn, did depose and say that he/she resides at -- and that
he/she is the of the corporation described in and which executed the foregoing
instrument ------------------------------------------------------------ that
he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the board
of directors of said corporation, and that he/she signed his/her name thereto by
like order.

SUBSCRIBED and SWORN to before me
this day of , 2000.

NOTARY PUBLIC: in and for said County and State.

STATE OF )
) :ss
COUNTY OF )

SUBSCRIBED and SWORN to before me
this day of , 2000.

NOTARY PUBLIC: in and for said County and State

INVESTOR QUESTIONNAIRE

Name of Subscriber: _________________________________________________________
The offer and sale of shares (the "Shares") in Shopathomekids.com, Inc. Service,
Inc.(the "Corporation"), are being registered for public sale under the
Securities Act of 1933, as amended (the "Act") on form SB-2 and will only be
offered in the state of Texas. The undersigned Subscriber represents and
warrants to Shopathomekids.com, Inc. that:

(a) The information contained herein is complete and accurate and may be
relied upon by the Corporation; and

(b) Subscriber will notify the management of Shopathomekids.com, Inc.
Enterprises, Inc. immediately of any material change in any of such
information occurring prior to the acceptance or rejection of the
Subscriber's subscription for Shares.

INSTRUCTIONS:

Part I of this Questionnaire concerns investors who are "accredited," as that
term is defined and construed pursuant to Regulation D under the Securities Act
of 1933. If you qualify under any of the categories listed in Part I, you are
not required to fill out Part II of this Questionnaire. If you do not qualify
under any of the categories listed in Part I, you must fill out Part II.

IF THE INVESTOR IS A PARTNERSHIP, PLEASE ATTACH AN EXECUTED COPY OF THE
PARTNERSHIP AGREEMENT AND ALL AMENDMENTS THERETO. IF THE INVESTOR IS A
CORPORATION, PLEASE ATTACH A COPY OF THE ARTICLES OF INCORPORATION AND A BOARD
OF DIRECTORS RESOLUTION (CERTIFIED BY THE SECRETARY OF THE CORPORATION)
AUTHORIZING THIS INVESTMENT.

IF THE INVESTOR IS A TRUST, PLEASE ATTACH A COPY OF THE TRUST AGREEMENT AND ALL
AMENDMENTS THERETO.

PART I: ACCREDITED INVESTORS

1. FOR INDIVIDUAL INVESTORS ONLY :Please check any that apply:*Any private
business development company as defined in section 202(a)(22) of the Investment
Advisors Act of 1940

* Any organization described in section 501(a)(22) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;

* Any director, executive officer, or general partner of the issuer of the
securities being offered or sold, or any director, executive officer, or general
partner of a general partner of that issuer; * Any natural person whose
individual net worth, or joint net worth with that person's spouse, at the time
of his purchase exceeds $1,000,000;

* Any natural person who had any individual income in excess of $400,000 in each
of the two most recent years or joint income with that person' spouse in excess
of $300,000 in each of those years and has a reasonable expectation of reaching
the same income level in the current year;

* Any trust, with total assets in excess of $5,000,000, not formed for the
specific whose purchase is directed by a sophisticated person as described in
Rule 506(b)(2)(ii);

o Any entity in which all of the equity owners are accredited investors.
PART II: NON-ACCREDITED INVESTORS1. Name of Person Making Investment Decision:

Date of Birth:___________ U.S. Citizen: Yes ____ No ____

College: _________________________________________________________________

Degree: _____________ Year: ________

Graduate School: Degree: _____________ Year: _________

Social Security or Federal ID No(s): ___________________ __________________

2. Nature of Business: ___________________________________________________

Position and Duties: ___________________________________________________

Please set forth other prior occupations or duties during the past five years:

Year of Anticipated Retirement: _____________________
3. Please list investments made during the past five years:

Year: ________________ Nature of Investment: _________ Amount: _________
4. (a) I consider myself to have such knowledge and experience in financial and
business matters to enable me to evaluate the merits and risks of an investment
in Shopathomekids.com, Inc..Yes:__________ No:______________

(b) If the answer to 4(a) is "yes," please set forth below (or in an attachment)
the basis for your answer (e.g., investment or business experience, profession,
past review of other investment offerings, etc.).

(c) If the answer to 4(a) is "no," please list the name, business address and
telephone number of the person who is your purchaser representative.

5. My income from all sources was, now is, or is expected to
be:___________________________.
6. (a) My personal net worth (including the net worth of my spouse, if any) is
now estimated at: $_____________________.
(b) My personal net worth (exclusive of homes, home furnishings and automobiles)
is now estimated at: $-------------------.
(c) My estimated liquid assets equal:
$-----------------.
(d) My estimated non-liquid assets equal: $______________.

DATED: This ___________ day of __________________, 2000.

Exhibit 99.3
Summary of Oral Agreement between Officers and Directors and Shopathomekids.com,
Inc. On or around July 1, 2000 management had an informal meeting concerning the
issue of selling their shares that would be registered in the upcoming
registration statement of Shoatahomekids.com, Inc. During the meeting all
officers and directors to include Lewis Prowse II, Larry Ballard, Tarja Mees and
Romie Krickbaum recognized the fact that a portion of their shares would be
registered in the forthcoming registration statement and that after the
registration was effective their registered shares would be available for sale.
All officers recognized the fact that if shares are sold privately before the
company is trading it may effect the possibility of raising capital for the
Company. Therefore all officers and directors to include Lewis Prowse II, Larry
Ballard, Tarja Mees and Romie Krickbaum entered into an oral agreement to not
make any attempts to sell any of their registered shares until the Company had
been admitted to trade on the NASD OTC Bulletin Board.

Exhibit 99.4

Summary of Oral Agreement between S.D.S. Wholesale and Shopathomekids.com, Inc.

On July 15, 2000 Shopathomekids.com, Inc., represented by its president Lewis
Prowse II, and S.D.S. Wholesale represented by Scott Goff, its president entered
into and Oral Agreement where S.D.S. Wholesale agreed to provide products for
Shopathomekids.com, Inc. that would be sold through their internet web site.
Both companies agreed that there would be no minimum purchases required for the
agreement to begin and that all products supplied would be on an as needed basis
when products are ordered through the web site of Shopathomekids.com.