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~~

~~DATE~~PURSUANT OF TO ~~REPORT~~SECTION ~~(DATE~~13 OFOR ~~EARLIEST EVENT REPORTED~~15(D): ~~June 9, 2006~~OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 26, 2007

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)~~

(~~310) 645-9680~~Address ~~(Registrant’s~~ Of ~~Telephone~~Principal ~~Number,~~Executive ~~Including~~Offices) ~~Area~~(Zip 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))

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

~~Pursuant~~⁪ toPre-commencement acommunications ~~Securities~~pursuant ~~Purchase~~to ~~Agreement~~Rule 14d-2(~~the “Purchase Agreement”~~b) ~~between~~under ~~Small~~the ~~World~~Exchange ~~Kids, Inc.~~Act ~~and various investors~~ (~~the~~17 ~~“Purchasers”), on~~CFR ~~June 9, 2006, the Company sold in a private placement 2,277,273 shares of its Class A~~240.14d-~~1 Convertible Preferred Stock~~ 2(~~the “Preferred Shares”~~b) 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.)

In⁪ ~~connection~~Pre-commencement ~~with~~communications ~~the sale of the Preferred Shares, on June 9, 2006,~~ pursuant to ~~Conversion~~Rule ~~Agreements, the Company converted~~ 13e-4(~~the “Debt Conversion”~~c) anunder ~~aggregate of $3 million of such indebtedness (including a portion of accrued interest thereon) into 2,763,636 Preferred Shares as follows: (i)~~ the ~~24% Notes~~Exchange ~~Due~~Act ~~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~~17 inCFR principal amount of the 10% Convertible Debentures due in 2008 along with accrued but unpaid interest and penalties; and (iii) the 10% Note 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 Officer240. 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 13e-4(~~the “Preferred Stock Conversion”~~c) ~~all shares of such Preferred Stock (plus accrued dividends thereon~~) ~~into 4,908,157 Preferred Shares.~~

~~Additionally, in connection with the sale of the~~Item ~~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~~ 1. ~~Cloud Capital Partners L~~01.P. Entry ~~(“St. Cloud”)~~into pursuant to which the Company prepaid $50,000 of the 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~~Material ~~interest~~ Definitive 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.Agreement

~~ITEM~~On January 326, 2007, Small World Kids, Inc.02, ~~Unregistered~~a ~~Sales~~Nevada corporation (the “Company”) entered into an Omnibus Amendment No.1 with Laurus Master Funds, Ltd. (“Laurus”) that (a) amended the Overadvance Side Letter dated October 19, 2006 by extending the maturity of ~~Equity~~the ~~Securities~~Overadvance of up to $1,500,000 from October 19, 2007 to February 28, 2008 and (b) amended the Security Agreement dated February 28, 2006 by increasing the Concentration Limits for accounts on standard terms from 15% to 32.5% and deleting the requirements in the Security Agreement for the listing of the Company’s shares on the NASDAQ, OTC Bulletin Board or other Principal Market and for the timely filing with the SEC of all reports required to be filed pursuant to the Exchange Act.

On January 9 26, ~~2006~~2007, the Company ~~sold~~also toentered into the ~~Purchasers~~ anSecond ~~aggregate~~Amendment to Registration ofRights ~~2,277,273~~Agreement ~~Preferred~~with ~~Shares for $2~~Laurus,~~505,000.~~ that ~~The~~amended the ~~Preferred~~ Registration ~~Shares~~Rights ~~are~~Agreement ~~convertible,~~dated atFebruary ~~the option of the holder~~28, ~~into~~2006 by ~~shares~~deleting of the ~~Company Common Stock at an initial conversion price of one share of Common~~ ~~Stock~~ requirement ~~for~~to ~~each~~file ~~Preferred~~a ~~Share,~~Registration ~~subject to adjustment~~Statement. ~~The~~No ~~terms~~default ofis ~~the~~incurred or ~~Preferred~~ penalties ~~Shares~~ are ~~set~~owed ~~forth~~if in the ~~Certificate~~Registration ofstatement ~~Designation~~that ofwas ~~Class A-1 Convertible~~originally ~~Preferred Stock attached hereto as Exhibit 4.4. In connection~~filed ~~with~~ on June ~~the sale~~15, ~~the~~2006 ~~Company~~and ~~issued~~amended toby CAmendment No.~~E. Unterberg,~~ ~~Towbin~~1 ~~warrants~~ to ~~purchase~~ ~~100,000 shares of~~ the ~~Company’s~~Registration ~~Common~~Statement filed on ~~Stock~~October at4, ~~$2.00~~2006 ~~per~~is ~~share~~withdrawn.

~~Pursuant to the Debt Conversion, the Company issued an~~Item ~~aggregate~~ 3.02. Unregistered ofSales ~~2,763,636 Preferred Shares to the holders~~ of ~~certain indebtedness~~Equity ~~of the Company.~~ Securities

~~Pursuant~~On January to26, 2007, the ~~Preferred~~Company ~~Stock~~issued ~~Conversion,~~a ~~the~~Warrant to purchase an aggregate of ~~Company~~ 685,185 shares at an exercise price of $.01 per share to Laurus. The Warrant was issued ~~4,908,157~~in ~~Preferred~~connection ~~Shares~~with the extension of the maturity of the Overadvance to February 28, 2008 and the ~~holder~~increase of the ~~Company’s~~Concentration ~~Class A~~Limits on standard ~~Preferred~~ terms from ~~Stock~~15% to 32.5%.

~~Pursuant to the Third Amendment, the Company issued to St.~~Item ~~Cloud a convertible note in the principal amount of $2,250,000 which~~9.01. is Financial ~~convertible~~Statements ~~into~~and ~~shares of Common Stock at $4~~Exhibits.~~00 per share.~~

2Exhibits

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.

4.1	Omnibus Amendment No. 1, dated as of January 26, 2007 by and between Small World Kids, Inc. and Small World Toys, Inc. and Laurus Master Fund, Ltd.

4.2	Second Amendment to Registration Rights Agreement, dated as of January 26, 2007 by and between Small World Kids, Inc. and Small World Toys, Inc. and Laurus Master Fund, Ltd.

4.3	Common Stock Purchase Warrant Agreement dated as of January 26, 2007 by and between Small World Kids, Inc. and Laurus Master Fund, Ltd.

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

~~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.

4.3		Certificate of Designation of Class A-1 Convertible Preferred Stock dated as of June 2, 2006.
	SMALL WORLD KIDS, INC.
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.
Date: January 30, 2007	By:	/s/ Debra Fine
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.
		Name: Debra Fine
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.
		Title: President and Chief Executive Officer
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

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