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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A-3
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
CHILDREN'S WONDERLAND, INC.
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(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 95-4455341
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
28310 Roadside Drive, Suite 220
Agoura, California 91301
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
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(Title of Class)
Warrants to purchase Common Stock
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Common Stock and Warrants of Registrant set
forth under the caption "Description of Securities" in Registrant's
Registration Statement on Form SB-2 (File No. 333-00400-LA) as originally filed
on January 17, 1996, or as subsequently amended (the "Form SB-2 Registration
Statement"), and in the Prospectus included in the Form SB-2 Registration
Statement, or, if such description is subsequently amended, the description as
subsequently amended, is hereby incorporated by reference in response to this
item. Registrant's securities are no longer listed for trading on the Boston
Stock Exchange. Registrant's securities are now traded over-the-counter.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
Exhibit Number Exhibit Title or Description
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3.1* Registrant's Articles of Incorporation
3.2* Registrant's Bylaws
4.1* Form of Warrant Agreement and Specimen Warrant Certificate
4.2* Form of Underwriters' Unit Purchase Option
4.3* Form of Specimen Certificate for Registrant's Common Stock
28.01* Section entitled "Description of Securities" on page 48
of the Form SB-2 Registration Statement
* Filed as an exhibit to or as a part of the Form SB-2 Registration Statement
and incorporated herein by reference.
SIGNATURE
Pursuant to this requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: May 5, 1997 CHILDREN'S WONDERLAND, INC.
/s/ Debby S. Bitticks
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By: Debby S. Bitticks
Chief Executive Officer
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