UNITED STATES SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549
Form 8-K  

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

Date of report (date of earliest event reported):
March 18, 2008

The Children’s Internet, Inc.

(Exact name of registrant as specified in its charter)
 
 
 
 
 
Nevada
 
000-29611  
 
20-1290331
(State or other jurisdiction
of incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)

110 Ryan Industrial Ct., Suite 9
San Ramon, CA 94583
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(925) 743-9420
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 1.01
Entry into a Material Definitive Agreement
 
On March 18, 2008, The Children’s Internet, Inc. (“TCI”) entered into Amendment No. 4 (the “Amendment”) to the Definitive Stock Purchase Agreement (the “DSPA”) between Shadrack Films, Inc. (“Shadrack”), The Children’s Internet Holding Company, LLC (“TCI Holding”), Richard J. Lewis III, and Sholeh Hamedani, as theretofore amended. Under the Amendment, the date upon which the parties are permitted to terminate the DSPA if the closing of the DSPA has not occurred was extended from March 15, 2008 to March 31, 2008. Each party also waived any right to terminate the DSPA that may have arisen due to the lapsing of the March 15, 2008 termination date prior to the effective date of the Amendment. A copy of the Amendment is attached hereto as Exhibit 1.1.

Item 9.01
Financial Statements and Exhibits

(c)
Exhibits
 
Exhibit No.
Description
   
1.1
Amendment No. 4 to the Definitive Stock Purchase Agreement dated March 18, 2008 by and among The Children’s Internet, Inc., Shadrack Films, Inc., The Children’s Internet Holding Company, LLC, Richard Lewis, and Sholeh Hamedani.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: March 21, 2008
     
  THE CHILDREN’S INTERNET, INC.
 
  		 
  		 
 
  By:   /s/ Richard J. Lewis III  
 
Richard J. Lewis III
 
Acting Chief Executive Officer
Acting Chief Financial Officer  

 

Exhibit 1.1
THE CHILDREN’S INTERNET, INC.

AMENDMENT NO. 4 TO
THE DEFINITIVE STOCK PURCHASE AGREEMENT

This Amendment No. 4 To The Definitive Stock Purchase Agreement (this “ Amendment ”) is made and entered into as of March 18, 2008, by and among The Children’s Internet, Inc. , a Nevada corporation (the “ Company ”), Shadrack Films, Inc. , a California corporation (“ Shadrack ”), The Children’s Internet Holding Company, LLC , a Delaware limited liability company (“ Purchaser ”), Richard J. Lewis (“ Lewis ”), and Sholeh Hamedani (“ Hamedani ”). Any capitalized terms not defined herein shall have the same meanings given to them in the Original Agreement (as defined below).

RECITALS

WHEREAS, the parties entered into that certain Definitive Stock Purchase Agreement, dated as of October 19, 2007, by and among the Company, Shadrack, Purchaser, and solely with respect to Section 7.1(k) thereof, Lewis and Hamedani (the “ Original Agreement ”), as amended by Amendment No. 1 to the Original Agreement on December 6, 2007, Amendment No. 2 to the Original Agreement on February 6, 2008 and Amendment No. 3 to the Original Agreement on February 29, 2008 (the “ Agreement ”).

WHEREAS, the parties desire to amend certain termination provisions of the Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration for the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.    Amendment . Section 9.1(b) of the Agreement is amended and restated in its entirety as follows:
 
“ (b)       Either party may terminate this agreement if the Closing shall not have occurred on or before March 31, 2008 (unless the failure to close by such date shall be due to the action or failure to act of the party seeking to terminate).”
 
2.    Miscellaneous .
 
a.    Effect on Agreement .   Except as amended hereby, the Agreement shall remain in full force and effect.
 
 
b.    Waiver of Right to Terminate. Each party hereby waives any right to terminate the Agreement that may have arisen due to the lapsing of the March 15, 2008 date prior to the effective date of this Amendment.
 
c.    Further Instruments . The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Amendment.
 
d.    Notice . All notices and communications required or permitted hereunder shall be given as set forth in the Original Agreement.
 
e.    Applicable Law; Entire Agreement . This Amendment shall be governed by and construed in accordance with the laws of the State of California as it applies to agreements between California residents, entered into and to be performed entirely within California. This Amendment constitutes the entire agreement of the parties with respect to the subject matter hereof superseding all prior written or oral agreements.
 
f.    Severability . If any provision of this Amendment is held by a court to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way and shall be construed in accordance with the purposes and tenor and effect of this Amendment.
 
g.    Counterparts . This Amendment may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
 

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IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the date first written above.

Company:
 
The Children’s Internet, Inc.
 
 
Signature: /s/ Sholeh Hamedani      
 
Print Name: Sholeh Hamedani
 
Title: Chairman
 
 
Purchaser:
 
The Children’s Internet Holding Company, LLC
 
 
Signature: /s/ Richard J. Lewis III      
 
Print Name: Richard J. Lewis III
 
Title: Managing Member
 
 
Shadrack:
 
Shadrack Films, Inc.
 
 
Signature: /s/ Sholeh Hamedani      
 
Print Name: Sholeh Hamedani
 
Title: President
 
 
Hamedani:
 
Sholeh Hamedani
 
 
Signature: /s/ Sholeh Hamedani      
Lewis:
 
Richard J. Lewis, III
 
 
Signature: /s/ Richard Lewis