SHOPATHOMEKIDS COM INC, SB-2/A, 2000-11-13

SHOPATHOMEKIDS COM INC
SB-2/A, 2000-11-13
CATALOG & MAIL-ORDER HOUSES

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Registration No. 333-47578

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

FORM SB-2
Amendment No. 2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Shopathomekids.Com, Inc.
(Name of Small Business Issuer in its charter)
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<S> <C> <C>
Texas 5961 75-2882140

(State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
organization) Classification Code No.)
</TABLE>

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)

Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200, Las Vegas,
Nevada 89102; (702) 732-2253, fax: (702) 940-4006

Lewis Prowse II
211 Bob White, Desoto, TX 75123; (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
[ ]_________________________.

CALCULATION OF REGISTRATION FEE

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<S> <C> <C> <C> <C>
Title of Class of Amount to be Registered Proposed Max. Off.Price Proposed Maximum Amount Of
Securities Per Share Offering Price (1) Registration Fee(3)

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

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

Total 3,799,300 $0.25 $949,825 $250.75
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(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.

PART ONE. INFORMATION REQUIRED IN PROSPECTUS

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.

PROSPECTUS

SHOPATHOMEKIDS.COM, INC.

3,799,300

Common Stock

Offering Price $0.25 per share

Shopathomekids.com, Inc., a Texas corporation ("Company"), is hereby offering up
to 400,000 shares of its $0.001 par value common stock ("Shares") at an offering
price of $0.25 per Share pursuant to the terms of this Prospectus for the
purpose of providing working capital for Shopathomekids.com, Inc. In addition,
Shopathomekids.com, Inc. is registering 3,399,300 outstanding shares on behalf
of the holders of such common stock. All costs incurred in the registration of
these shares are being borne by Shopathomekids.com, Inc. No underwriter or
broker/dealer has been retained by Shopathomekids.com, Inc. to assist in the
sale of the shares. The shares offered on behalf of the company will be sold by
the officers and directors of Shopathomekids.com, Inc. All shares being sold by
the selling securityholders will be offered and sold by each individual
securityholder. The officers and directors of Shopathomekids.com, Inc. will not
be involved in the offer and sale of securityholders shares other than their
own.

The shares will become tradeable on the effective date of this prospectus. The
selling securityholders will receive the proceeds from the sale of their shares
and Shopathomekids.com, Inc. will not receive any of the proceeds from such
sales. The selling securityholders, directly or through agents, dealers or
representatives to be designated from time to time, may sell their shares on
terms to be determined at the time of sale, however for the purpose of this
offerint the initial price is established at $0.25 per share. There can be no
guarantee of the price the selling seecurityholders will receive for their
shares. SEE "PLAN OF DISTRIBUTION." The selling securityholders reserve the sole
right to accept or reject, in whole or in part, any proposed purchase of his or
her shares being offered for sale.

The Shares offered hereby are highly speculative and involve a high degree of
risk to public investors and should be purchased only by persons who can afford
to lose their entire investment (See "Risk Factors" starting on page ).

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<S> .......................................... <C> <C> <C>
............................................ Underwriting
............................................ Price to Public Discounts Comission Proceeds to Issuer
Per Share ................................... $ 0.25 -0- $ 0.25
Minimum ...................................... $ 20,000.00 -0- $ 20,000.00
Maximum ...................................... $ 949,825.00 -0- $ 100,000.00
</TABLE>

Information contained herein is subject to completion or amendment. The
registration statement relating to the securities has been filed with the
Securities and Exchange Commission. The securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

Subject to Completion, Dated ________________, 2000

This offering involves a significant degree of risk and prospective investors
need to read the section called "Risk Factors" which begins on page 6.

We are registering for sale 3,399,300 shares on behalf of 21 selling
security-holders of our common stock. Included in the selling security-holders
are the current officers and directors consisting of 3,000,000 of the shares
being offered by current shareholders.

We must sell a minimum of 80,000 units within 240 days from the effective date
of this Registration. Amounts received will be deposited in our bank account and
will not be available to us until the minimum amount of $20,000 is received. The
officers and directors will only offer their shares for sale after the minimum
amount of $20,000 has been received by Shopathomekids.com, Inc. The officers and
directors will only be allowed to sell their shares on a delayed basis if a
trading market ever develops and not through privately negotiated transactions
during this offering before trading starts. If a public market does not develop
for the Company's securitites the officers and directors will not be permitted
sell their shares registered in this offering. If a trading market develops the
officers and directors will be subject to Rule 144 limitations.

These securities will be offered in a self under written offering by our
officers and directors namely Mr. Lewis Prowse II President and Director of
Shopathiomekids.com, Inc. and Larry Ballard Secretary/Treasurer and Director of
Shopathomekids.com, Inc.

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

(1) A minimum of 80,000 shares and a maximum of 400,000 shares may be sold on a
"bestefforts" basis. All proceeds from this offering will be held in the
bank account of Shopathomekids.com, Inc. until the minimum amount has been
received. If the minimum amount is not reached within the prescribed 240
days all funds will be reimbursed plus interest to shareholders within 7
days of the cut off date.

(2) The Net Proceeds to Shopathomekids.com, Inc. is before the payment of
certain expenses in connection with this offering. See "Use of Proceeds."

<PAGE>

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<CAPTION>
Table of Contents
<S> ........................................................................ <C>
============================================================================ ==

Prospectus Summary .................................................... 4

Selected Financial Data ........................................ 5

Risk Factors .......................................................... 6

Use of Proceeds ....................................................... 11

Determination of Offering Price ....................................... 13

Dilution .............................................................. 13

Plan of Distribution .................................................. 14

Legal Proceedings ..................................................... 15

Directors, Executive Officers, Promoters, and

Control Persons .................................................. 15

Security Ownership of Certain Beneficial Owners

and Management ................................................... 16

Description of Securities ............................................. 19

Interest of Named Experts and Counsel ................................. 20

Disclosure of Commission Position on Indemnification

For Securities Act Liabilities ................................... 20

Description of Business ............................................... 21

Management's Discussion and Analysis of Financial

Conditions and Results of Operation .............................. 23

Description of Property ............................................... 25

Certain Relationships and Related Transactions ........................ 25

Market for Common Equity and Related Stockholder Matters .............. 25

Executive Compensation ................................................ 26

Financial Statements .................................................. 27

Changes in and Disagreements with Accountants of Accounting Matters ... 28

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3
INITIAL PUBLIC OFFERING PROSPECTUS

3,799,300 SHARES OF COMMON STOCK

Shopathomekids.com, Inc. was formed to offer an alternative to kids and teens
who wanted to find a common gathering place on the internet to share ideas
through live chat channels in a safe and secure environment.

Shopathomekids.com, Inc. will 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.

This is our initial public offering. The initial public offering price will be
$0.25 per share. We are also registering for sale 3,399,300 shares on behalf of
selling security-holders who's shares will also be priced at an initial offering
price of $0.25 however the actual sales price will be determined by the market
price at the time of sale or the price of a privately negotiated transaction..
Included in the selling security-holders are the officers and directors who are
registering 300,000,000 shares for sale. No market currently exists for our
shares and there is no guarantee that a market will ever develop.

THE OFFERING AND SHOPATHOMEKIDS.COM, INC.'S SECURITIES

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<S> .................................. <C> <C>
Sold ................................. Minimum Maximum

Securities Being Offered ............. 80,000 400,000

Shares Outstanding Before the Offering 8,413,200 8,413,200

Shares Outstanding After the Offering 8,493,200 8,813,200
</TABLE>

o We intend to use our proceeds:

to conduct market research and commence our market strategy,

to further develop our website,

to secure suppliers for the products we intend to sell,

to help establish strategic partnerships

to establish a financial reporting system and for general
corporate and working capital.

The Offering.

Shares of Shopathomekids.com, Inc. will be offered at $0.25 per Share. See "Plan
of Distribution." The minimum purchase required of an investor is $100.00. If
all the Shares offered are sold, the net proceeds to the Company will be
$100,000. See "Use of Proceeds." This balance will be used as working capital
for Shopathomekids.com, Inc.

Liquidity of Investment.

Although the Shares will be "free trading," there is no established market for
the Shares and there may not be in the future. Therefore, an investor should
consider his investment to be long-term. See "Risk Factors."
Selected Financial Data

As more fully discussed in accompanying financial statements, The following
table sets forth selected financial data of Shopathomekids.com, Inc. through
July 31, 2000. The selected financial data has been derived from the audited
consolidated financial statements and notes thereto of Shopathomekids.com, Inc.
which is included elsewhere in this prospectus. As of this date there has been
limited activity in Shopathomekids.com, Inc.

STATEMENT OF CASH FLOWS
OCTOBER 27, 1999 (INCEPTION) TO JULY 31, 2000

CASH FLOWS FROM OPERATING ACTIVITIES

<S> ............................................................................... <C>
Net loss ....................................................... $
(22,992)

Adjustments to reconcile net loss to net cash used by operating
activities

Expenses paid by stockholder
2,626

Depreciation
2,600

Common stock issued for services
3,667

Increase in accrued interest
5,500
-------

Net cash used in operating activities
(8,599)
-------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of equipment ...................................... (4,020)
-------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from notes payable
40,000

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

Sale of common stock
1,500
-------

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

Net increase in cash and cash equivalents
8,881

CASH AND CASH EQUIVALENTS - Beginning of period ................ --
-------

CASH AND CASH EQUIVALENTS - July 31, 2000 ...................... $
8,881
=======

</TABLE>

BALANCE SHEET DATA
OCTOBER 27, 1999 (INCEPTION) TO JULY 31, 2000

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<S> ................................................................................ <C>
ASSETS

Current assets
Cash and cash equivalents ................................... $
8,881

Property and equipment, net of accumulated depreciation of $2,600
14,820
Other assets
34,020
--------
--------

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

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

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

Total liabilities ........................................ 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
Additional paid in capital ..................................... 28,170
Deficit accumulated during
the development stage ........................................ (22,992)
--------
--------
Total stockholders' equity ............................... 13,596
--------
--------

Total liabilities and stockholders' equity .................. $57,721
========
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5
Risk Factors

An investment in Shopathomekids.com, Inc. involved risks due in part to a
limited previous financial and operating history of Company, as well as
competition in the Bowling industry. Also, certain potential conflicts of
interest arise due to the relationship of Shopathomekids.com, Inc. to management
and others. See "Risk Factors."

RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE AND INVOLVE A
HIGH DEGREE OF RISK. THEY SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO
LOSE THEIR ENTIRE INVESTMENT. THEREFORE, EACH PROSPECTIVE INVESTOR SHOULD, PRIOR
TO PURCHASE, CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS AMONG OTHER
THINGS, AS WELL AS ALL OTHER INFORMATION SET FORTH IN THIS PROSPECTUS.

THE PRESIDENT AND 12.1% SHAREHOLDER IS ATTAMPTING TO SELL 500,000 SHARES WHICH
REPRESENTS 49.1% OF HIS POSITION.

The president and 12.1% shareholder Mr. Lewis Prowse II is registering
500,000 shares for sale. If a trading market ever is developed and Mr. Prowse
registers 500,000 of his shares for sale in this registered offering, he will be
subject to limitations of Rule 144, including its volume limitations in the sale
of his shares. The timing of such sales and the price at which the shares are
sold by the selling security holder could have an adverse effect upon the public
market for the common stock, should one develop. Mr. Prowse will only be allowed
to offer shares for sale after the minimum offering amount of $20,000 has been
met and when a trading market develops.

THE SECRETARY/TREASURER AND 12.1% SHAREHOLDER IS ATTAMPTING TO SELL 500,000
SHARES WHICH REPRESENTS 49.1% OF HIS POSITION.

The secretary and 12.1% shareholder Mr. Larry E. Ballard is registering
500,000 shares for sale. If a trading market ever is developed and Mr. Ballard
registers 500,000 of his shares for sale in this registered offering, he will be
subject to limitations of Rule 144, including its volume limitations in the sale
of his shares. The timing of such sales and the price at which the shares are
sold by the selling security holder could have an adverse effect upon the public
market for the common stock, should one develop. Mr. Ballard will only be
allowed to offer shares for sale after the minimum offering amount of $20,000
has been met and when a trading market develops.

A DIRECTOR AND 35.7% SHAREHOLDER IS ATTEMPTING TO SELL 1,000,000 OF HER SHARES
WHICH REPRESENTS 33.33% OF HER POSITION.

The director and 35.7% shareholder Mrs. Romie Krickbaum, is registering
1,000,000 shares for sale. If a trading market ever is developed and Mrs.
Krickbaum registers 1,000,000 of her shares for sale in this registered
offering, she will be subject to limitations of Rule 144, including its volume
limitations in the sale of her shares. The timing of such sales and the price at
which the shares are sold by the selling security holder could have an adverse
effect upon the public market for the common stock, should one develop. Mrs.
Krickbaum will only be allowed to offer shares for sale after the minimum
offering amount of $20,000 has been met and when a trading market develops.

A DIRECTOR AND 35.4% SHAREHOLDER IS ATTEMPTING TO SELL 1,000,000 OF HER SHARES
WHICH REPRESENTS 33.5% OF HER POSITION.

The director and 35.4% shareholder Mrs. Tarja Mees, is registering 1,000,000
shares for sale. If a trading market ever is developed and Mrs. Mees registers
1,000,000 of her shares for sale in this registered offering, she will be
subject to limitations of Rule 144, including its volume limitations in the sale
of her shares. The timing of such sales and the price at which the shares are
sold by the selling security holder could have an adverse effect upon the public
market for the common stock, should one develop. Mrs. Mees will only be allowed
to offer shares for sale after the minimum offering amount of $20,000 has been
met and when a trading market develops.

WE HAVE A HISTORY OF LOSSES AND WE ANTICIPATE FUTURE LOSSES AND NEGATIVE
CASHFLOWS.

Since inception, October 27, 1999 we have incurred significant losses.
As of July 31, 2000, we have incurred net losses of $22,292.

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 AFFECT OUR QUARTERLY SALES

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.

WE DO NOT PLAN TO STORE ANY INVENTRY OF OUR PRODUCTS

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.

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
vailability of toys or other children's
products for resale. Therefore, we do not have a predictable or guaranteed
supply of toys or other products.

LIMITED EXPERIENCE OF MANAGEMENT

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 onging 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
Shopathomekids.com, Inc. will be made exclusively by the officers and directors
of the Company. 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 Shopathomekids.com, Inc. can
attract. Accordingly, no person should invest in the Shares unless he is willing
to entrust all aspects of the management to the officers and directors of
Shopathomekids.com, Inc.. At present Shopathomekids.com, Inc. does not have key
man life insurance. If a catastrophic event were to occur to either officer or
director of Shopathomekids.com, Inc. it will have an adverse effect on it's
business.

LIMITED PRIOR OPERATIONS

The Company has no revenues from its operations, and has minimal assets. There
can be no assurance that Shopathomekids.com, Inc. will generate significant
revenues in the future; and there can be no assurance that Shopathomekids.com,
Inc. will operate at a profitable level. See "Description of Business." If the
Company is unable to obtain customers and generate sufficient revenues so that
it can profitably operate, Shopathomekids.com, Inc. 's business will not
succeed. In such event, investors in the Shares may lose their entire
investment.

LACK OF SUPPLIER CONTRACTS

Shopathomekids.com, Inc. does not currently have supplier contracts for
its products that will be sold. The size of Shopathomekids.com may prevent it
from securing adequate supplier contracts and 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.

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.

USE OF PROCEEDS NOT SPECIFIC

The proceeds of this offering have been allocated only generally.
Proceeds from the offering have been allocated generally to legal and
accounting, and working capital. Accordingly, investors will entrust their funds
with management in whose judgment investors may depend, with only limited
information about management's specific intentions with respect to a significant
amount of the proceeds of this offering. See "Use of Proceeds."

LACK OF DIVERSIFICATION

The size of Shopathomekids.com, Inc. makes it unlikely that
Shopathomekids.com, Inc. will be able to commit its funds to diversify the
business until it has 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. Relying on one main focus of business could
cause Shopathomekids.com, Inc. to cease operations if it cannot attain a
sufficient client base.

ABSENSE OF CASH DIVIDENDS

The Board of Directors does not anticipate paying cash dividends on the
Shares for the foreseeable future and intends to retain any future earnings to
finance the growth of the Company's 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.

CONFLICTS OF INTEREST

The officers and directors may have other interests to which they devote
substantial time, either individually or through partnerships and corporations
in which they have an interest, hold an office, or serve on boards of directors,
and each will continue to do so notwithstanding the fact that management time
may be necessary to the business of Shopathomekids.com, Inc.. As a result,
certain conflicts of interest may exist between Shopathomekids.com, Inc. and its
officers and/or directors which may not be susceptible to resolution.
In addition, conflicts of interest may arise in the area of corporate
opportunities which cannot be resolved through arm's length negotiations. All of
the potential conflicts of interest will be resolved only through exercise by
the directors of such judgment as is consistent with their fiduciary duties to
Shopathomekids.com, Inc.. It is the intention of management, so as to minimize
any potential conflicts of interest, to present first to the Board of Directors
to Shopathomekids.com, Inc., any proposed investments for its evaluation.

ADDITIONAL FIANNCING MAY BE REQUIRED

Even if all of the 400,000 Shares offered to the public are sold, the
funds available to Shopathomekids.com, Inc. may not be adequate for it to be
competitive in the areas in which it intends to operate. See "Plan of
Distribution." There is no assurance that additional funds will be available
from any source when needed by Shopathomekids.com, Inc. for expansion; and, if
not available, Shopathomekids.com, Inc. may not be able to expand its operation
as rapidly as it could if such financing were available. The proceeds from this
offering are expected to be sufficient for Shopathomekids.com, Inc. to develop
and market it's line of services. Additional financing could possibly come in
the form of debt/preferred stock. If additional shares were issued to obtain
financing, investors in this offering would suffer a dilutive effect on their
percentage of stock ownership in Shopathomekids.com, Inc.. However, the book
value of their shares would not be diluted, provided additional shares are sold
at a price greater than that paid by investors in this offering.
Shopathomekids.com, Inc. does not anticipate having within the next 12 months
any cash flow or liquidity problems

NO ASSURANCE SHARES WILL BE SOLD

The 400,000 Shares being offered to the public are to be offered
directly by Shopathomekids.com, Inc., 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.

A PUBLIC MARKET NAY BOT DEVELOP FOR SHOPATHOMEKIDS.COM, INC.'S COMMON STOCK

A public trading market for Shopathomekids.com, Inc.'s common stock may
not develop or if developed may not be sustained. Furthermore, if for any reason
the common stock is not listed on the OTC Bulletin Board maintained by Nasdaq or
a public trading market does not otherwise develop, purchasers of the shares may
have difficulty selling their common stock should they desire to do so.

SHARES ELIGIBLE FOR FUTURE SALE

All of the Shares which are held by management have been issued in
reliance on the private placement exemption under the Securities Act of 1933, as
amended ("Act"). Such Shares will not be available for sale in the open market
without separate registration except in reliance upon Rule 144 under the Act. In
general, under Rule 144 a person (or persons whose shares are aggregated) who
has beneficially owned shares acquired in a nonpublic transaction for at least
on year, including persons who may be deemed Affiliates of Shopathomekids.com,
Inc. (as that term is defined under the Act) would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of 1%
of the then outstanding shares of common stock, or the average weekly reported
trading volume on all national securities exchanges and through NASDAQ during
the four calendar weeks preceding such sale, provided that certain current
public information is then available. If a substantial number of the Shares
owned by management were sold pursuant to Rule 144 or a registered offering, the
market price of the Common Stock could be adversely affected.

10
USE OF PROCEEDS

Following the issuance of the minimum of 80,000 Shares or a maximum of 400,000
of common stock offered for sale by Shopathomekids.com, Inc. to the public, this
will represent net proceeds to Shopathomekids.com, Inc. of approximately $6,200
(after deducting certain expenses of this offering) and $86,200 maximum. These
proceeds will be used to provide capital for the further development and
marketing of its products, allow Shopathomekids.com, Inc. to develop strategic
alliances and provide working capital and manage liquidity needs.

The following table sets forth the use of proceeds from this offering (based on
the minimum and maximum offering amounts):
<TABLE>
<CAPTION>
Minimum Sold Maximum Sold
<S> ............................................ <C> <C> <C> <C>
------------------------------------------------------------------ -------- -------- -------- --------

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

Transfer Agent Fee ............................. $1,000 5% $1,000 .01%
------------------------------------------------------------------ -------- -------- -------- --------
------------------------------------------------------------------ -------- -------- -------- --------

Printing Costs ................................. $1,000 5% $1,000 .01%
------------------------------------------------------------------ -------- -------- -------- --------
------------------------------------------------------------------ -------- -------- -------- --------

Legal Fees ..................................... $10,000 50% $10,000 10%
------------------------------------------------------------------ -------- -------- -------- --------
------------------------------------------------------------------ -------- -------- -------- --------

Accounting Fees ................................ $1,800 9% $2,500 10%
------------------------------------------------------------------ -------- -------- -------- --------
------------------------------------------------------------------ -------- -------- -------- --------

Marketing ...................................... $3,200 16% $35,000 16%
------------------------------------------------------------------ -------- -------- -------- --------
------------------------------------------------------------------ -------- -------- -------- --------

Purchase Products .............................. 0 0 $20,000 20%
------------------------------------------------------------------ -------- -------- -------- --------
------------------------------------------------------------------ -------- -------- -------- --------

Working Capital ................................ $3,000 15% $30,000 33.3%
------------------------------------------------------------------ -------- -------- -------- --------
------------------------------------------------------------------ -------- -------- -------- --------

Total .......................................... $20,000 100% $100,000 100%
------------------------------------------------------------------ -------- -------- -------- --------
</TABLE>

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 are allocated
according to the discretion of the Board of Directors. Conversely, to the extent
that such 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.

11
Opportunity to make inquiries.

The Company 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 Shopathomekids.com, Inc. possesses such 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 Company 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 Company. By executing the subscription
agreement, the subscriber is agreeing that if the Subscription Agreement is
accepted by the management of Shopathomekids.com, Inc., such a subscriber will
be considered a shareholder in Shopathomekids.com, Inc.

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 such other reasons other 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.

12
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 Company's balance sheet divided by the
number of shares of Common Stock outstanding. As a result of such dilution, in
the event the Company is 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 July 31, 2000 was $13,596.00 or .001 per
share. The adjusted pro forma book net tangible book value after this offering
will be $0.0128 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 $0.2372 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 July 31, 2000 ..................... $0.001

Increase in net tangible book value per share attributable to new investors $0.0118

Pro forma net tangible book value per share after this offering ........... $0.0128

Dilution per share to new investors ....................................... $0.2372
</TABLE>

The following table presents the following data as of July, 31, 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.

<TABLE>
<S> <C> <C> <C> <C>
* Shares of Common Consideration Percent Average Price
* Stock Acquired Amount * Per Share

Existing shareholde 8,413,200 $8,413 7.7 $.001

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

Totals 8,813,200 $108,413 100 100%

</TABLE>

13
PLAN OF DISTRIBUTION

The shares of common stock covered by this Offering are being offered directly
by our President David R. Clifton. 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 the minimum amount of funds the offering
will be extended for an additional 120 days. If the 240 day period expires
without raising the minimum amount of $20,000 all funds with interest will be
returned to purchasers.

We will market the shares to individuals generally known to the management of
Shopathomekids.com, Inc. in the state of Texas. A prospective subscriber will
receive by mail an effective SB-2 and will be contacted by telephone or in
person after the prospective investor has had the opportunity to review the
prospectus.

Shopathomekids.com, Inc. namely its President David R. Clifton will offer a
minimum of 80,000 and a maximum of 400,000 Shares of its common stock, par value
$.001 per Share to the public on a "Best Efforts" basis. 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 Mr. Clifton directly or indirectly by
Shopathomekids.com, Inc. in relation to this offering. Our Officers and
Directors will not sell any shares registered by them in this offering until the
minimum amount of 80,000 shares are sold and if the company is successful at
obtaining a listing on the OTC Bulletin Board maintained by the NASD. After the
minimum amount of shares are sold the Officers and Directors may elect to sell
their shares. The Officers and Directors willnot be offering their shares in
private transactions. The Officers and Directors of Shopathomekids.com, Inc.
will only be able to sell their shares through the open market if the company is
successful at obtaining a listing on the OTC Bulletin Board maintained by the
NASD.

These securities are offered by Shopathomekids.com, Inc. subject to prior sale
and to approval of certain legal matters by counsel.

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, such a subscriber will be deemed, a shareholder of
Shopathomekids.com, Inc.

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 such other reasons other 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.

Limited Public Market for Company's Securities.

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
Shopathomekids.com, Inc. 's results of operations, and market conditions in the
retail and bowling 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.

The Company's 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 purpose of such 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 the Company's
securities in the secondary market. There is no assurance that a market will
develop for Shopathomekids.com, Inc. 's Shares.

LEGAL PROCEEDINGS

The Company is 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 Company's President as well as Director has, for the
past 15 years, been a partner in Anderson and Prowse Services, a plumbing and
electricalrepair 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 Company's Secretary/Treasurer and also a Director.
Larry has unique ability for 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.

Tarja J. Mees, 29, one of our Company's Directors 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. 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 for two
years. During the last four years, Tarja has been involved in numerous private
businesses and in the planning of businesses going from private corporations
into the public marketplace.

Romie Krickbaum, 51, brings to the Company 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:

<TABLE>
<CAPTION>
% of Class
Owned if the
% of Owned After % of Class Beneficial
Class of Beneficial Owner of Beneficial Offering the Minimum is Sold Minimum is their registered
Ownership Sold
<S> <C> <C> <C> <C> <C> <C>

Common Lewis Prowse II
. President
. 211 Bob White
. Desoto, TX 75123 1,017,500 12.1 11.9 11.4 5.8%

Common Larry Ballard
. Secretary/Treasurer
. 1525 Jesse Ramsey
. Blvd.
. Cedar Hill, TX 75104 1,017,500 12.1 11.9 11.4 5.8%

Common Tarja Mees
. Director
. 1353 Middleton Dr.
. Cedar Hill, TX 75104 2,981,000 35.1 34.7 33.5 22.2%

Common Romie Krickbaum
. Director
. 708 Hillcrest
. Cedar Hill, TX 75104 3,003,000 35.3 35 33.7 22.5%

</TABLE>

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 or delayed 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 only after the minimum amount of 80,000 shares sold has been reached."

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 Bulletin Board"

All of the shares registered herein will become tradeable on the effective date
of this prospectus.

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

<TABLE>
<S> <C> <C> <C> <C>
--------------------------------------------------- ------------ ------------- ------------------ ------------------

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

--------------------------------------------------- ------------ ------------- ------------------ ------------------
--------------------------------------------------- ------------ ------------- ------------------ ------------------
Lewis Prowse II
President
211 Bob White
Desoto, TX 75123 1,017,500 500,000 12.1% 5.8%
--------------------------------------------------- ------------ ------------- ------------------ ------------------
--------------------------------------------------- ------------ ------------- ------------------ ------------------
Larry Ballard
Secretary/Treasurer
1525 Jesse Ramsey Blvd.
Cedar Hill, TX 75104 1,017,500 500,000 12.1% 5.8%
--------------------------------------------------- ------------ ------------- ------------------ ------------------
--------------------------------------------------- ------------ ------------- ------------------ ------------------
Tarja Mees
Director
1353 Middleton Dr.
Cedar Hill, TX 75104 2,981,000 1,000,000 35.1% 22.2%
--------------------------------------------------- ------------ ------------- ------------------ ------------------
--------------------------------------------------- ------------ ------------- ------------------ ------------------

Romie Krickbaum
Director
708 Hillcrest
Cedar Hill, TX 75104 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 * *
--------------------------------------------------- ------------ ------------- ------------------ ------------------

17
--------------------------------------------------- ------------ ------------- ------------------ ------------------

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
--------------------------------------------------- ------------ ------------- ------------------ ------------------
</TABLE>

* Denotes less than 1%

(1) Assumes sale of all shares offered by the selling securityholders. 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 such 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 the Company 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 such
outstanding Shares, voting for the election of directors, can elect all of the
directors to be elected, if they so choose. In such event, the holders of the
remaining Shares will not be able to elect any of Shopathomekids.com, Inc. 's
directors.

Dividends.

The Company does 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 such
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 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 the company's internal
management, plus the tax consequences and the market effects of an initial or
broader distribution of such securities.

Possible Anti-Takeover Effects of Authorized but Unissued Stock.

Upon the completion of this Offering, assuming the maximum offering of 400,000
is sold, Shopathomekids.com, Inc. 's authorized but unissued capital stock will
consist of 91,186,800 shares of common stock. One effect of the existence of
authorized but unissued capital stock may be to enable the Board of Directors to
render more difficult or to discourage an attempt to obtain control of
Shopathomekids.com, Inc. by means of a merger, tender offer, proxy contest, or
otherwise, and thereby to protect the continuity of the Company's management.
If, in the due exercise of its fiduciary obligations, for example, the Board of
Directors were to determine that a takeover proposal was not in the Company's
best interests, such shares could be issued by the Board of Directors without
stockholder approval in one or more private placements or other transactions
that might prevent, or render more difficult or costly, completion of the
takeover transaction by diluting the voting or other rights of the proposed
acquirer or insurgent stockholder or stockholder group, by creating a
substantial voting block in institutional or other hands that might undertake to
support the position of the incumbent Board of Directors, by effecting an
acquisition that might complicate or preclude the takeover, or otherwise.

Transfer Agent.

The Company has 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 such
director since provisions have been made in the Articles of Incorporation
limiting such 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 such 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 to the Company, 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
certain 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 such sale or purchase, including the
misapplication by any such officer or director of the proceeds from the sale of
these securities, may be able to recover such 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 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 such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

SHOPATHOMEKIDS.COM, INC.

History and Organization

Shopathomekids.com, Inc. was formed in the State of Texas as Yippyyahoo.com,
Inc. on October 27 1999. In June 2000 the name was changed to the current name
of Shopathomekids.com, Inc. At that 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 of the company at that time. Also in February 2000 there was a 1100 to 1
forward split in preperation for this registration statement and the process of
going public. Shopathomekids.com, Inc was 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 a safe environment that promotes a good
lifestyle.

The Principal office location of Shopathomekids.com, Inc. is 223 E. FM
1382, Suite 12720 Cedar Hill, Texas, 75104 The telephone number is (817)
577-4726.

THE BUSINESS

Shopathomekids.com is a developmental stage company that is in the business of
retailing products to young consumers eighteen years old or younger via the
Internet. Shopathomekids.com uses the Internet to transact business, market its
products, and provide customer service. The products offered by
Shopathomekids.com 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.

Shopathomekids.com is truly virtual! There will be no storefront and little
inventory. Customers connect via Shopathomekids.com's 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. Shopathomekids.com plans to also offer
a means to prepay a credit card for use by younger consumers. The Company
intends 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.

Marketing

Shopathomekids.com intends to utilize several marketing channels to build its
brand name and gain market share. Traditional advertising 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 Shopathomekids.com to capture its 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.

Post-sales follow-up technology will enable Shopathomekids.com 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. Shopathomekids.com intends 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,
Shopathomekids.com can streamline its service offerings and costs, evaluate and
target their key-customer base, and market to them on a one-to-one basis. This
strategy builds lifetime value and retention for the long term.

The Company intends 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, the Company must prove
that it is a viable candidate for long-term growth, and will require payments in
advance to "lock-in" advertising.

Marketing and Product Objectives

Shopathomekids.com's marketing intent is to take full advantage of its 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. Expanding the Company's brand at the retail level will
grow current markets. In addition, increasing consumer awareness and repeat
purchases will be a key factor in expanding sales. With this increase in
sales, the more desirable supplier distribution channels will become
available, increasing efficiency and saving costs.

|_| New Markets. Shopathomekids.com 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.

The Company intends to register and trademark its brand name to prevent
competitors from copying its name - assisting the branding goals of the Company.

Points of Difference

The "points of difference"-characteristics that make Shopathomekids.com unique
relative to competitors-fall into six important areas:

1. Offer products on the Internet only; no storefronts exist, which means a
lower cost for overhead and inventory.

2. 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.

3. 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.

4. Timely delivery of products; Customers require convenient and timely
service. Therefore, the Company will establish distribution channels that
will allow a customer to receive a product within a few days, one to two
days if they require expedited service.

5. Number of products offered; The Company intends to offer as many products
as possible that are targeted to the young consumer.

6. Competitive pricing; The Company will discount its products to build
customer awareness and loyalty.

KidZ-and-TeenZ Credit Card

The company intends to enable its 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. Shopathomekids.com intends to partner with a financial institution to
provide a secure transaction processing system and limit the risks associated
with credit card processing. It also intends 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 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. Shopathomekids.com will differentiate itself by providing a
complete shopping experience to young consumers.

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 July 31, 2000. This
information should be read in conjunction with the Company's Financial
Statements and accompanying notes thereto, "Selected Financial Data" and other
detailed information regarding Shopathomekids.com, Inc. appearing elsewhere in
this Prospectus.

OVERVIEW
Shopathomekids.com, Inc. was formed in October 1999 as Yippyyahoo.com, Inc. as w
website that would offer products, video games and chat ares for kids and teens
under the age of 18. In June 2000 the name was change to its current name of
Shopathomekids.com, Inc. and has been operating under that name since.
Shopathomekids.com, Inc. plans 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.

RESULTS OF OPERATIONS:

Limited Operations

Since inception in October 1999 Shopathomekids.com, Inc. reported a loss of
($22,292) as of July 31, 2000 or a loss of ($0.02) earnings per share.
Shopathomekids.com, Inc. has only had limited operations and has had no revenues
through July 31, 2000 since it's incorporation in October 1999. As of July 31,
2000 Shopathomekids.com, Inc. as been conducting web development and contacting
possible suppliers and distributors for products that will be offered on it's
website.

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. Shopathomekids.com, Inc. has primarily relied on loans from
shareholders in the past for operating expenses.

The Company has significant ongoing liquidity needs to support its existing
business and continued growth. The Company's liquidity is actively managed on a
periodic basis and the Company's financial status, including its liquidity, is
reviewed periodically by the Company's management. This process is intended to
ensure the maintenance of sufficient funds to meet the needs of the Company.

The Company has historically relied upon the cash flow from operations to
provide for its capital requirements. Management believes that funds received
from this offering, together with cash on hand at July 31, 2000 will be
sufficient to provide for its capital requirements for at least the next 12
months. The Company may seek additional equity financing in the third quarter of
2001 through an offering of its 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 the Company
will be able to complete a secondary offering.

12 MONTH PLAN OF OPERATION

Fourth Quarter 2000- Third Quarter 2001

Shopathomekids.com has developed a website community that offers access to
online video games and shopping, as well as, chat rooms that caters 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 shopathomekids.com 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.

Shopathomekids.com will make 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.

Shopathomekids.com will continue development of its online credit card, which is
controlled by parents, grandparents, or friends, which enables its young
consumers to use a shopathomekids.com credit card. The credit card system is
scheduled to go online by the second quarter of 2001. Until then customers may
purchase products through the traditional method of placing the credit card
information in a standardized form. We should be able to start accepting orders
by midway through the first quarter of 2001. We also expect to have several
other languages and currency options developed and in use by the third quarter
of 2001.

Our website is currently operational in a test phase as of Fall 2000. 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.

During the fourth quarter 2000 and first quarter 2001 we intend to conduct
several test runs of the entire system, conduct site analysis, sales analysis,
consumer satisfaction, 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. The adoption of SFAS No. 133 is not expected to
affect the financial statements of Shopathomekids.com, Inc.

MARKET SUMMARY

The main focus of Shopathomekids.com, Inc. 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.

|_| Jupiter Research anticipates revenues from Web sites geared toward children
will grow six-fold from 1996 ($306 million) to 2002 ($1.8 billion). Online
games will be a major part. Jupiter predicts revenues from children's
online services in 2002 will be roughly half that realized by the video
game market.

25
DESCRIPTION OF PROPERTY

The Company currently owns the following property in connection with its
operations:

(a) Shopathomekids.com, Inc. currently has computer equipment, software and
office furniture valued at $17,420.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Shopathomekids.com, Inc. has a loan outstanding to shareholder 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. Shopathomekids.com, Inc. also issued
$168,300 shares of it's common stock for business consulting to shareholder
Kelly Charles valued at $14,020. For more information SEE NOTE # 5 OF NOTES TO
FINANCIAL STATEMENTS.
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 July 31, 2000, there were 21 shareholders
of record of Shopathomekids.com, Inc. 's common stock.

(c) Dividends. Shopathomekids.com, Inc. has not declared or paid a cash
dividend to Stockholders. The Board of Directors presently intends to
retain any earnings to finance Company 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.

26
FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

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

The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts 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

CONTENTS

<TABLE>
<S> ................................. <C>
PAGE

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 ...... 6-8

</TABLE>

<PAGE>

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

<PAGE>

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
BALANCE SHEET
JULY 31, 2000

<TABLE>
<S> ..................................................................................................... <C>
ASSETS
Current assets
Cash and cash equivalents .................................................................... $
8,881

Property and equipment, net of accumulated depreciation of $2,600
14,820
Other assets
34,020
--------
--------

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

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

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

Total liabilities ......................................................................... 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
Additional paid in capital ...................................................................... 28,170
Deficit accumulated during
the development stage ......................................................................... (22,992)
--------
--------
Total stockholders' equity ................................................................ 13,596
--------
--------

Total liabilities and stockholders' equity ................................................... $ 57,721
========
========

</TABLE>

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

- 2 -

<PAGE>

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM OCTOBER 27, 1999
(INCEPTION) TO JULY 31, 2000

Revenue ................................................................................... $
-----------

Website development ....................................................................... 4,330
Marketing, general and administrative ..................................................... 10,562
Internet expense
5,500
Depreciation expense
2,600
-----------
-----------

Loss from operations before income taxes .................................................. (22,992)

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

Net loss .................................................................................. $ (22,992)
===========
===========

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

Weighted average shares outstanding ....................................................... 8,281,680
===========
</TABLE>

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

- 3 -

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

Deficit
Accumulated
Additional During Development
Common Stock Paid-in
--------------------------------
<S> ...................................................... <C> <C> <C> <C> <C>

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
========== ======== ======= ============== ==============
</TABLE>

The accompanying notes are integral part of these financial statements.

- 4 -

<PAGE>

SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
OCTOBER 27, 1999 (INCEPTION) TO JULY 31, 2000

<TABLE>
<S> ................................................................................ <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ................................................................. $ (
22,992)
Adjustments to reconcile net loss to net cash used by operating activities
Expenses paid by stockholder
2,626
Depreciation
2,600
Common stock issued for services
3,667
Increase in accrued interest
5,500
--------

Net cash used in operating activities ......................................... (
8,599)
--------
--------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment .................................................... ( 4,020)
--------
--------

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

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

Net increase in cash and cash equivalents
8,881

CASH AND CASH EQUIVALENTS - Beginning of period
--------
--------
--------

CASH AND CASH EQUIVALENTS - July 31, 2000 ..................................... $
8,881
========
</TABLE>

SUPPLEMENTAL INFORMATION:
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 -

<PAGE>

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

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.

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.

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)

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 to 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.

On February 17, 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.

- 7 -

<PAGE>

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)

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

<TABLE>
<S> ............................................ <C>
Property and equipment is summarized as follows:

Computer Equipment & Software .................. $13,420
Furniture and Fixtures ......................... 4,000
17,420
Less: Accumulated Depreciation ................. 2,600
$14,820
</TABLE>

Depreciation expense for the period ended July 31, 2000 was
$2,600.

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.
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.

- 8 -

<PAGE>

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

None.
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; and Notwithstanding the forgoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation From the low or high end of
the estimated maximum offering range may be reflected in the form of prospects
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.

(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 such denominations and registered in such 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 such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (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 such 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 such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Cedar Hill, State of
Texas, on this 26th day of September, 2000.

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
Lewis Prouse II his or her true and lawful attorney-in-fact with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any registration
statement that is to be effective upon filing pursuant to Rule 462 under the
Securities Act of 1933, as amended, and to cause the same to be filed with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting to said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
whatsoever requisite or desirable to be done in and about the premises, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all acts and things that said attorney-in-fact
and agent, or his substitute, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Shopathomekids.com, Inc.

By:/s/ Lewis Prowse II

Lewis Prowse II

President

Special Power of Attorney

The undersigned constitute and appoint Lewis Prowse II their true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form SB-2 Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorney-in-fact the full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

SIGNATURE .......... TITLE DATE

/s/ Lewis Prowse II Director September 26, 2000

/s/ Tara Mees ..... Director September 26, 2000

/s/ Romie Krickbaum Director September 26, 2000

/s/ Larry Ballard . Director September 26, 2000

</TABLE>

EXHIBIT INDEX

<TABLE>
<S> <C>
ExhibitDescription
3.1 Articles of Incorporation

3.2 Bylaws

3.3 Certificate of Amendment

3.4 Certificate of Amendment

5.1 Opinion Re: Legality

23.1 Consent of Counsel

23.2 Consent of Accountant

24.1 Special Power of Attorney

27.1 Financial Data Schedule

99.1 Promissory Note to Shareholder

99.2 Subscription Agreement

</TABLE>