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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) NOVEMBER 27, 1996
KIDS MART, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 0-21910 65-0406710
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
801 SENTOUS AVENUE, CITY OF INDUSTRY, CALIFORNIA 91748
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(818) 854-3166
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
On November 27, 1996, Kids Mart, Inc. (the "Company") sold an Unsecured
Convertible Promissory Note (the "Note") in the amount of $150,000 to a
non-U.S. entity in a transaction outside the United States. The Note is
convertible into shares of the Company's common stock, par value $.0001 per
share, at a price per share of 65% of the price of the Common Stock on the day
immediately prior to conversion not to exceed $1.00. The Note will not be
registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
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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.
KIDS MART, INC.
Date: December 12, 1996 By /s/ Robert Kelleher
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Robert Kelleher
Vice President, Chief Operating
Officer and Chief Financial
Officer
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