UNITED STATES

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):

~~December~~February 3117, ~~2008~~2009

KIDVILLE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-130110	76-0763470
(State or Other Jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

163 E. 84th Street

New York, NY

(Address of Principal Executive Offices)

10028

(Zip Code)

Registrant’s telephone number, including area code: (212) 772-8435

(Former name or former address, if 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:

or Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

or Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

or Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

or Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 13.0102. Unregistered ~~Entry~~Sales ~~into~~of aEquity ~~Material Definitive Agreement~~Securities

On ~~December 31~~February 19, ~~2008~~2009, Kidville, Inc. (the “Company”) ~~executed~~sold anand ~~Asset~~issued 2,618,750 ~~Purchase~~shares ~~Agreement~~of its 13.0% Series A Cumulative Convertible Preferred Stock (“the ~~“Agreement~~Series A Preferred”), ~~with~~par ~~JWT~~value ~~Kids, Inc~~$0.,001 ~~JWT~~per IPshare, ~~Inc.~~for ~~and~~an ~~Ash~~aggregate purchase price of ~~Robinson~~$1, ~~(collectively~~047,500, together with warrants (the “~~Sellers~~Warrants”) ~~for~~to ~~the~~purchase ~~acquisition~~up byto ~~the~~an aggregate ~~Company~~of 916,563 shares of ~~the~~ ~~Seller’s~~common JWstock ~~Tumbles~~at ~~Kid’s~~an ~~gym~~exercise ~~concept~~price ~~and~~of ~~franchising~~$0.65 ~~business~~per share (the “~~Business~~Private Placement”).

AsThe ~~consideration~~holders ~~for~~of ~~the~~shares ~~acquisition~~ of ~~the~~Series ~~Business~~A ~~the~~Preferred ~~Company~~may ~~paid~~at toany ~~the Sellers~~time aand ~~closing~~from ~~cash~~time ~~payment~~to oftime convert ~~$500,000,~~such ~~together~~shares ~~with~~into ~~the issuance of 2,000,000~~ shares ~~(the “Shares”)~~ of the Company’s common stock, ~~subject~~and tothe anCompany ~~indemnification~~may ~~and~~at ~~offset~~any ~~escrow~~time ~~holdback~~after ~~amount~~August ~~equal~~8, to2010, ~~ten~~subject ~~percent~~to ~~(10%) of~~ the ~~Shares;~~fulfillment ~~and~~of acertain conditions, ~~separate~~convert ~~performance~~such ~~holdback~~shares ~~escrow~~in ~~equal~~whole tobut ~~twenty-five percent~~not ~~(25%)~~in ofpart ~~the~~into ~~Shares~~shares ~~related to the achievement~~ of ~~certain~~its common ~~domestic~~stock, ~~and international~~in ~~sales~~each ~~and~~case ~~financial~~in ~~goals. Pursuant~~accordance towith the terms of the ~~Agreement~~ ~~the Sellers are provided with the opportunity to earn additional~~Company’s ~~consideration~~recently ~~based~~filed ~~upon~~Certificate ~~the~~of ~~international~~Designation ~~franchise~~(as ~~fees~~defined ~~earned~~in byItem ~~the~~5.03 ~~Company relating directly~~ to ~~franchising~~this Current ~~the~~Report ~~Business~~on Form 8-K).

The ~~closing~~foregoing description of the ~~acquisition~~Warrants ~~was~~contained ~~subject~~herein does not purport to ~~the~~be complete ~~satisfaction~~and ofis ~~certain~~qualified ~~closing conditions,~~in ~~including,~~its ~~but~~entirety ~~not~~by ~~limited~~reference to, the ~~execution~~Form of ~~applicable~~Warrant ~~bills~~to Purchase Shares of ~~sale~~ ~~and~~Common ~~other~~Stock, ~~appropriate~~a ~~transfer~~copy ~~and~~of ~~assignment~~which ~~documents~~is ~~and~~filed ~~certain~~as ~~other~~Exhibit 4.1 to this ~~closing~~Current ~~conditions~~Report ason ~~set~~Form ~~forth~~8-K and is hereby incorporated by reference in ~~the~~this ~~Agreement~~Item 3.02.

The ~~foregoing~~issuance ~~description~~ of securities in the ~~Agreement~~Private ~~contained~~Placement ~~herein~~was ~~does~~made ~~not~~in ~~purport~~reliance toupon bean ~~complete~~available ~~and~~exemption isfrom ~~qualified~~registration inunder ~~its~~the ~~entirety~~Securities byAct ~~reference~~of ~~to the Agreement~~1933, ~~a copy~~as ofamended ~~which~~(the is“Securities ~~filed~~Act”), asby ~~Exhibit~~reason ~~10.1~~of Section 4(2) thereof, to persons ~~this~~who ~~Current~~are ~~Report~~“accredited oninvestors” ~~Form~~as ~~8-K~~defined ~~and~~in ~~is hereby~~Regulation ~~incorporated~~D bypromulgated under ~~reference~~the inSecurities ~~this Item 1~~Act.~~01.~~

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 17, 2009, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation (the “Certificate of Designation”). The Certificate of Designation created out of the Company’s authorized and unissued shares of Preferred Stock the Series A Preferred, with an initial stated value of $0.40 per share, consisting of 6,250,000 shares, having the designations, preferences, relative, participating, optional and other special rights and the qualifications, limitations and restrictions thereof as are set forth in the Company’s Certificate of Incorporation and in the Certificate of Designation.

The foregoing description of the Certificate of Designation contained herein does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated by reference in this Item 5.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

103.1 ~~Asset~~Certificate ~~Purchase~~of ~~Agreement,~~Designation ~~dated~~of asthe ofPowers, ~~December~~Preferences 31and Relative, ~~2008~~Participating, byOptional and ~~among~~Other ~~Kidville,~~Special ~~Inc~~Rights of 13.,0% ~~JWT~~Series ~~Kids,~~A ~~Inc.~~Cumulative Convertible Preferred Stock, ~~JWT~~and IPQualifications, ~~Inc.~~Limitations and ~~Ash~~Restrictions ~~Robinson~~thereof.

994.1 ~~Press~~Form ~~Release~~of ~~released~~Warrant ~~publicly~~to onPurchase ~~January~~Shares 6,of ~~2009~~Common Stock.

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.

Kidville, Inc.

Date: ~~January~~February 620, 2009 /s/ Andy Stenzler

Andy Stenzler

Chairman and Chief Executive Officer

Filing Compare · Kidville, Inc.