UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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

~~PURSUANT~~DATE TOOF ~~SECTION 13~~REPORT ~~OR 15~~(DDATE OF EARLIEST EVENT REPORTED): June OF9, 2006

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 14, 2005

SMALL WORLD KIDS, INC.

(Exact Name Of Registrant Specified In Charter)

NEVADA		333-68532		86-0678911
(State Of Incorporation)		(COMMISSION FILE NUMBER)		(IRS Employer Identification No.)

5711 Buckingham Parkway, Culver City, CA 90230 (Address Of Principal Executive Offices) (Zip Code)

(~~Address~~310) Of645-9680 (Registrant’s ~~Principal~~Telephone ~~Executive~~Number, ~~Offices)~~Including ~~(Zip~~ Area Code)

(310) 645-9680

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, is Changed Since Last Report)

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:

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))

~~o Soliciting~~Item ~~material~~1.01. ~~pursuant~~Entry tointo ~~Rule 14a-12 under~~a ~~the~~Material ~~Exchange~~Definitive ~~Act (17 CFR 240.14a-12)~~Agreement

~~o Pre-commencement~~Pursuant ~~communications~~to ~~pursuant~~a toSecurities Purchase Agreement (the “Purchase ~~Rule~~Agreement”) between Small World Kids, ~~14d-2~~Inc. and various investors (bthe “Purchasers”), on June ~~under~~9, 2006, the ~~Exchange~~Company ~~Act~~sold ~~(17~~in ~~CFR~~a ~~240.14d-~~private placement 2,277,273 shares of its Class A-1 Convertible Preferred Stock (bthe “Preferred Shares”)) for $2,505,000. The Company also received a binding commitment for an additional $200,000. The Purchase Agreement granted to the Purchaser piggyback registration rights with respect to the shares of Company Common Stock issuable upon conversion of the Preferred Shares and certain participation rights in respect of future equity financings.

~~o Pre-commencement~~In ~~communications~~connection with the sale of the Preferred Shares, on June 9, 2006, pursuant to Conversion Agreements, the Company converted ~~Rule~~(the “Debt Conversion”) an aggregate of $3 ~~13e-4~~million of such indebtedness (cincluding a portion of accrued interest thereon) into 2,763,636 Preferred Shares as follows: (i) ~~under~~the 24% Notes Due 2006 in principal amount of $1,000,000 with Hong Kong League Central Credit Union, PCCW Credit Union and HIT Credit Union; (ii) the $1.5 million ~~Exchange~~in ~~Act~~principal amount of the 10% Convertible Debentures due in 2008 along with accrued but unpaid interest and penalties; and (17iii) the ~~CFR~~10% Note ~~240~~Due 2006 — Related Party in principal amount of $500,000 in notes to various investors which included Debra Fine, the Company’s President and Chief Executive Officer.~~13e-4~~ who provided $175,000 of the total borrowing. Additionally, pursuant to a separate Conversion Agreement with the holder of the Company’s 10% Class A Convertible Stock, on June 9, 2006, the Company converted (cthe “Preferred Stock Conversion”) all shares of such Preferred Stock (plus accrued dividends thereon) into 4,908,157 Preferred Shares.

~~Item~~Additionally, 3in connection with the sale of the Preferred Shares, the Company entered into a Third Amendment to the Note Purchase Agreement (the “Third Amendment”) dated as of June 9, 2006 with St.03 Cloud ~~Material~~Capital ~~Modification~~Partners L.P. (“St. Cloud”) pursuant to ~~Rights~~which the Company prepaid $50,000 of ~~Security~~the ~~Holders~~existing $2,500,000 note and issued to St. Cloud two new notes to replace the existing note. The first note is in the principal amount of $200,000 for twelve months with monthly amortization payments at a 10% interest rate. The second note is for $2,250,000 with interest at 10% per annum, interest only payable on June 30, 2006 and September 15, 2006. Commencing September 16, 2006, payments will be interest only each month through September 15, 2008, and commencing October 15, 2008, monthly amortization payments (based on a five-year amortization) with all interest plus unpaid principal due on September 15, 2011. The second note is convertible into shares of the common stock of the Company at $4.00 per share.

~~On October 14,~~ITEM ~~2005, Small World Kids, Inc~~3.02 ~~(the~~Unregistered ~~“Registrant”)~~Sales ~~completed a ten for one (10:1) reverse stock split (“Reverse Stock Split”)~~ of ~~its outstanding~~Equity common stock. In connection with the Reverse Stock Split, the Registrant did not issue any fractional shares and any fractional shares were rounded down to the next full share. As a result of the Reverse Stock Split, there are approximately 5,400,000 shares outstanding. . The Reverse Stock Split did not reduce the number of authorized shares of common stock, which is 100,000,000 shares, alter the par value of the common stock, which is $0.001 per share, or modify any voting rights or other terms of the common stock.Securities

~~As a~~On ~~result~~January 9, ~~of the Reverse Stock Split~~2006, the ~~conversion~~Company ~~price~~sold ~~and/or~~to the ~~number~~ ~~shares~~Purchasers ~~issuable~~an aggregate of ~~conversion~~2,277,273 ofPreferred ~~the~~Shares ~~Registrant’s~~for ~~outstanding~~$2,505,000. ~~Series A~~The ~~Convertible~~ Preferred ~~stock~~Shares are convertible, ~~10%~~at ~~Convertible~~the ~~Debentures~~option ~~and~~of ~~related~~the ~~warrants~~holder, into shares of the ~~warrants~~Company ~~related~~Common toStock ~~the~~at ~~Notes,~~an ~~issued~~initial toconversion ~~St.~~price ~~Cloud~~of ~~Capital~~one ~~Partners,~~share ~~L.P.,~~of Common ~~the~~Stock ~~warrants~~for ~~related~~each toPreferred ~~the~~Share, ~~Notes~~subject ~~issued~~ to ~~various~~adjustment. ~~investors~~The ~~which~~terms ~~included~~of the ~~Debra~~Preferred ~~Fine,~~Shares are set forth in the ~~Company’s President~~Certificate ~~and~~of ~~Chief~~Designation ~~Executive~~of ~~Officer,~~Class A-1 Convertible ~~the~~Preferred ~~warrants~~Stock ~~related~~attached tohereto ~~the~~as ~~Notes~~Exhibit 4.4. ~~issued~~In connection towith ~~Strome~~the sale, ~~and~~ the ~~warrants~~Company issued to ~~Cambria Capital LLC~~C.E. Unterberg, ~~may~~Towbin ~~each~~warrants beto ~~proportionally~~purchase ~~adjusted~~100,000 ~~pursuant~~shares toof the ~~respective~~Company’s ~~terms~~Common ~~thereof~~Stock at $2.00 per share.

~~Item~~Pursuant ~~5.03~~to ~~Amendments~~the toDebt ~~Articles~~Conversion, the Company issued an aggregate of ~~Incorporation~~2,763,636 orPreferred ~~Bylaws;~~Shares ~~Change~~to inthe ~~Fiscal~~holders ~~Year~~of certain indebtedness of the Company.

~~Effective~~Pursuant ~~October 14,~~to ~~2005~~the Preferred Stock Conversion, the ~~Registrant~~Company ~~amended~~issued ~~the~~4,908,157 ~~Articles~~Preferred ofShares ~~Incorporation~~ to ~~effect~~the holder of the ~~Reverse~~Company’s ~~Stock~~Class A ~~Split~~Preferred Stock.

~~Item~~Pursuant 8to the Third Amendment, the Company issued to St.01 Cloud ~~Other~~a ~~Events~~convertible note in the principal amount of $2,250,000 which is convertible into shares of Common Stock at $4.00 per share.

~~As a result of the reverse stock split, our trading symbol changed. The new trading symbol of our common stock on the over-the-counter Bulletin Board is SMWK.~~2

All of the securities were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and Regulation D promulgated thereunder.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~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.~~Exhibits

	SMALL WORLD KIDS, INC.
4.3		Certificate of Designation of Class A-1 Convertible Preferred Stock dated as of June 2, 2006.
Date: October 14, 2005	By:	/s/ Robert Rankin
10.1		Securities Purchase Agreement dated as of June 9, 2006 by and between Small World Kids, Inc. and the purchasers of the Company’s Class A-1 Convertible Preferred Stock.
		Name: Robert Rankin
10.2		Registration Rights Agreement dated as of June 9, 2006 by and between Small World Kids, Inc. and the purchasers of the Company’s Class A-1 Convertible Preferred Stock.
		Title: Chief Financial Officer
10.3		Third Amendment to the Note Purchase Agreement dated June 2, 2006 by and between Small World Kids, Inc. and St. Cloud Capital Partners L.P.
10.4		Conversion Agreement dated as of May 26, 2006 between the Company and HIT Credit Union
10.5		Conversion Agreement dated as of May 26, 2006 between the Company and PCCW Credit Union
10.6		Conversion Agreement dated as of May 26, 2006 between the Company and Hong Kong League Central Credit Union
10.7		Conversion Agreement dated as of May 26, 2006 between the Company and certain lenders ($500,000)
10.8		Conversion Agreement dated as of May 26, 2006 between the Company and SWT, LLC
10.9		Conversion Agreement dated as of May 26, 2006 between the Company and certain lenders ($1,500,000)
99.2		Press release dated June 13, 2006.

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.

		SMALL WORLD KIDS, INC.
Date: June 13, 2006		By /s/ Robert Rankin
		Name: Robert Rankin Title: Chief Financial Officer

Filing Compare · SMALL WORLD KIDS INC