UNITED STATES

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 of Report (Date of earliest event reported): ~~October~~May 2031, ~~2020~~2024

Kid Castle Educational Corporation

(Exact name of registrant as specified in its charter)

Delaware	~~File Number: 333-39629~~	59File Number: 000-~~2549529~~56174		59-2549529
(State of incorporation)	~~(Commission File Number)~~	(~~IRS~~Commission ~~Employer~~File ~~Identification No.~~Number)		(IRS Employer Identification No.)

370 Amapola Ave., Suite 200A, Torrance, CA 90501

(Address of principal executive offices) (Zip Code)

(310) 895-1839

(Registrant’s telephone number, including area code)

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:

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Emerging ~~Soliciting~~growth ~~material~~company ~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~☒

If ~~Pre-commencement~~an ~~communications~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule~~Section ~~14d-2~~13(ba) ~~under~~of the Exchange ~~Act~~ ~~(17 CFR 240~~Act.~~14d-2(b))~~ ☒

Securities ~~Pre-commencement~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~13e-4~~l 2(cb) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.13e-4(c))~~:

Title of each class Trading		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value of $0.0001		KDCE		OTCMKTS

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Risk Factors section of this report.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Item 2.01 - Completion of Acquisition or Disposition of Assets.

On ~~September~~May 1531, ~~2020~~2024, asthe ~~part~~Board of ~~its~~Directors ~~sales~~ of ~~unregistered securities to certain corporation,~~ Kid Castle Educational Corporation ~~acquired~~(the ~~100% interest in~~“Company”), ~~and control~~at ofa ~~Community~~special ~~Economic~~meeting ~~Development~~held ~~Capital~~in Torrance, ~~LLC (a~~ California ~~Limited Liability Company)~~, aratified ~~specialty~~an ~~real~~Installment ~~estate~~Sale ~~holding~~Agreement ~~company~~entered ~~for~~on ~~specialized assets~~January ~~including~~12, ~~affordable housing~~2024, ~~opportunity~~between ~~zones~~the ~~properties,~~Company ~~medical real~~and ~~estate~~American ~~investments~~Community Capital LP, ~~hemp~~a ~~and~~California ~~cannabis~~limited ~~farms,~~partnership ~~dispensaries~~controlled ~~facilities,~~by ~~CBD~~Kid ~~related~~Castle’s ~~commercial facilities~~CEO, ~~industrial~~for ~~and commercial~~the ~~real~~sale ~~estate,~~of ~~and~~Alpharidge ~~other~~Capital ~~real~~LLC, ~~estate~~the ~~related~~Corporation’s main ~~services~~operating subsidiary (“Alpharidge”).

~~Item~~With this 3ratification, the sale of Alpharidge evidenced by the Installment Sale Agreement which was executed on January 12, 2024 was consummated.02 Following -this ~~Unregistered~~consummation ~~Sales~~of the disposition, the Company shall no longer include the operations of ~~Equity~~Alpharidge ~~Securities~~in its consolidation financial statements. All liabilities related to the business of Alpharidge has been assumed by the purchaser.

OnThe ~~September~~consideration ~~15,~~for ~~2020,~~the ~~Kid~~Disposition ~~Castle~~consisted ~~Educational Corporation~~of (~~the “Company”~~i) ~~entered~~purchaser’s ~~into~~assumption aof ~~stock~~all ~~purchase~~the ~~agreement with certain corporation~~ related toliabilities ~~our~~of ~~President~~Alpharidge ~~and~~Capital, plus ~~CEO~~(ii) ~~with respect to~~ the ~~private~~ ~~placement~~payment of ~~900,000~~cash ~~shares~~in ofthe ~~its~~amount ~~preferred stock at a purchase price~~ of $31,562,067, payable in ~~cash~~two hundred and aforty ~~transfer~~(240) ofequal ~~100%~~monthly ~~interest~~payments ~~in, and control~~ of ~~Community Economic Development Capital~~$6,510, ~~LLC (a California Limited Liability Company). The~~beginning ~~shares~~on ~~were~~July ~~issued~~1, to2024, ~~the~~and ~~investors~~paid ~~without~~on ~~registration under~~ the ~~Securities Act~~first ofday ~~1933 based upon exemptions from registration provided under Section 4(2)~~ of the ~~Act~~month ~~and~~thereafter ~~Regulation~~until DJune ~~promulgated~~1, ~~thereunder~~2044. ~~The issuances did not involve any public offering; no general solicitation or general advertising was used in connection with the offering.~~

Item 9.01. Financial Statements and Exhibits.

Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Installment Sale Agreement, dated as of January 12, 2024

10.2		Board Resolution to Ratify the Sell of Alpharidge, dated May 31, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~(d) Exhibits~~SIGNATURE

Exhibit No.		Description
10.1		Securities Purchase Agreement dated September 15, 2020

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.

SIGNATURE

		Kid Castle Educational Corporation

Dated:	June 03, 2024	By:	/s/ Frank I Igwealor
			Frank I Igwealor, CPA, JD, CMA, CFM, ESQ.
			President and CEO

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.

Kid Castle Educational Corporation

Dated:	October 20, 2020 By:	/s/ Frank I Igwealor
		Frank I Igwealor, CPA, JD, CMA, CFM
		President and CEO

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