SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Lewis Richard Jackson III (Last) (First) (Middle) 9701 FAIR OAKS BLVD., SUITE 201 (Street) FAIR OAKS CA 95628 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/19/2007	3. Issuer Name and Ticker or Trading Symbol CHILDRENS INTERNET INC [ CITC.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner X Officer (give title below) Other (specify below) Acting CEO and Acting CFO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
See footnotes(1)(2)(3)(4)(5)	0	I	See footnotes(1)(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Lewis Richard Jackson III (Last) (First) (Middle) 9701 FAIR OAKS BLVD., SUITE 201 (Street) FAIR OAKS CA 95628 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner X Officer (give title below) Other (specify below) Acting CEO and Acting CFO

1. Name and Address of Reporting Person* Children's Internet Holding Company, LLC (Last) (First) (Middle) 5150 FAIR OAKS BLVD. SUITE 101-332 (Street) CARMICHAEL CA 95608 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Richard Lewis ("Lewis") and The Children's Internet Holding Company, LLC, a Delaware limited liability company ("TCI Holding"), entered into the Definitive Stock Purchase Agreement dated October 19, 2007 by and among The Children's Internet, Inc., a Nevada corporation (the "Issuer"), Shadrack Films, Inc., a California corporation ("Shadrack"), TCI Holding, Lewis, and Sholeh Hamedani (the "Stock Purchase Agreement") regarding the proposed acquisition of 128,040,988 shares of the Issuer's common stock by TCI Holding. Lewis is the managing member of TCI Holding, and as such, may be deemed to control, directly or indirectly, TCI Holding, and to beneficially own the securities held by TCI Holding.

2. The Stock Purchase Agreement was filed as Exhibit No. 1 to Amendment No. 1 to the Schedule 13D filed jointly by Lewis and TCI Holding on October 29, 2007 and is incorporated herein by reference and all references to, and descriptions of, the Stock Purchase Agreement throughout this Form 3 are qualified in their entirety by reference to the Stock Purchase Agreement.

3. TCI Holding, and thus Lewis, can be deemed to beneficially own 14,040,988 shares of the Issuer's common stock under Rule 16a-1(a)(1) because, pursuant to the Stock Purchase Agreement, Shadrack, which directly owns 14,040,988 shares of the Issuer's common stock, must engage in certain actions in order to close the Stock Purchase Agreement and consummate the transactions contemplated thereby. These actions include, without limitation, approving an amendment to the Articles of Incorporation of the Issuer to increase the number of authorized shares of the Issuer's common stock from 75,000,00 shares to 250,000,000 shares and approving the appointment of the directors to the Issuer's board of directors designated by TCI Holding.

4. Although TCI Holding and Lewis may be deemed to beneficially own the equity securities of the Issuer held by Shadrack for purposes of determining their status as ten percent holders pursuant to Rule 16a-1(a)(1), TCI Holding and Lewis do not beneficially own the equity securities held by Shadrack for reporting purposes because they do not hold a pecuniary interest in these securities pursuant to Rule 16a-1(a)(2).

5. TCI Holding and Lewis disclaim beneficial ownership of the securities described herein and this report shall not be deemed an admission that TCI Holding or Lewis are the beneficial owner of these securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Richard J. Lewis III on behalf of himself and on behalf of The Children's Internet Holding Company, LLC as its Managing Member	10/29/2007
	** Signature of Reporting Person	Date
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