SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
CHILDROBICS, INC.\
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
168814101
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(CUSIP Number)
Josef B. Volman, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
(212) 661-6500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 30, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X].
Page 1 of 6 pages
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SCHEDULE 13D
CUSIP NO. 168814101
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Gerard A. Reda ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00 (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
4,250,000 (See Item 5)
NUMBER OF --------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED None
BY EACH
REPORTING
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
4,250,000 (See Item 5)
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.0 %
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14 TYPE OF REPORTING PERSON
IN
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Page 2 of 6 pages
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Item 1. Security and Issuer.
This Statement relates to shares of common stock, par value $.01 per share,
of Childrobics, Inc. (the "Common Stock"), a New York corporation (the
"Issuer"). The principal executive office of the Issuer is located at 200 Smith
Street, Farmingdale, New York 11735.
Item 2. Identity and Background.
The Reporting Person is Gerard A. Reda. His business address is c/o
Childrobics, Inc., 200 Smith Street, Farmingdale, New York 11735. The Reporting
Person's principal occupation is serving as President of the Issuer.
During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On September 30, 1996, in connection with the merger of Just Kiddie Rides,
Inc., a New York corporation, ("JKR") into Just Kiddie Acquisition Corp., a
wholly-owned subsidiary of the Issuer ("Acquisition Corp."), the Reporting
Person received 4,250,000 shares of Common Stock in exchange for his shares of
common stock, without par value, of JKR ("JKR Common Stock") (as described in
Item 4).
Item 4. Purposes of Transaction.
Pursuant to an Agreement of Merger (the "Agreement of Merger"), JKR merged
into Acquisition Corp. on September 30, 1996 (the "Merger"), and the Reporting
Person who, prior to the Merger, was the owner of 85% of the outstanding shares
of JKR Common Stock, received as consideration for the JKR Common Stock held by
Mr. Reda pursuant to the Agreement of Merger (i) 4,250,000 shares of the Common
Stock, which represents 41% of the outstanding shares of Common Stock
outstanding as of September 30, 1996 (based on 5,355,000 shares of Common Stock
outstanding as of September 30, 1996, plus 5,000,000 shares of Common Stock
issued pursuant to the Agreement of Merger), (ii) a promissory note in the
principal amount of $637,500, and (iii) a non-competition payment in the amount
of $250,000, in exchange for his shares of JKR Common Stock.
Page 3 of 6 pages
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Item 5. Interests in Securities of the Issuer.
(a) The Reporting Person beneficially owns 4,250,000 shares of Common
Stock, representing approximately 41% of the outstanding shares of Common
Stock.1
(b) The Reporting Person has sole voting power over 4,250,000 shares of
Common Stock.
(c\) Except for the transaction on September 30, 1996 described in Item 4,
the Reporting Person has not, in the past sixty days, engaged in any transaction
involving shares of Common Stock.
(d) N/A.
(e) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described in Items 4 and 5, the Reporting Person has no
agreements or understandings with any person or entity respecting the securities
of the Issuer.
Item 7. Material to be Filed as Exhibits.
(a) Merger Agreement, dated September 30, 1996, among Just Kiddie Rides,
Inc., Gerard A. Reda, Just Kiddie Acquisition Corp., and Childrobics, Inc.
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1 Based on 10,355,000 shares of Common Stock reported to be outstanding
of September 30, 1996.
Page 4 of 6 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 9, 1996 /s/ Gerard A. Reda
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Gerard A. Reda
Page 5 of 6 pages
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EXHIBIT INDEX
1. Merger Agreement, dated September 30, 1996, among Just Kiddie Rides,
Inc., Gerard A. Reda, Just Kiddie Acquisition Corp., and Childrobics, Inc.
Page 6 of 6 pages
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