-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q15L4BHSvHC2OvbfBi0KnH/+zuHXRvLETbxLiUkf2OizH5t6/pdZ2Nqt91dvox9B 7DYmWkw6DyoVQRfi4FZJRw== 0001188112-08-000358.txt : 20080214 0001188112-08-000358.hdr.sgml : 20080214 20080214095742 ACCESSION NUMBER: 0001188112-08-000358 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: CALLIOPE CORPORATION GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VALENS CAPITAL MANAGEMENT LLC GROUP MEMBERS: VALENS OFFSHORE SPV II, CORP. GROUP MEMBERS: VALENS U.S. SPV I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMALL WORLD KIDS INC CENTRAL INDEX KEY: 0001157564 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 870678991 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82456 FILM NUMBER: 08609093 BUSINESS ADDRESS: STREET 1: 5711 BUCKINGHAM PARKWAY CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: (310) 645-9680 MAIL ADDRESS: STREET 1: 5711 BUCKINGHAM PARKWAY CITY: CULVER CITY STATE: CA ZIP: 90230 FORMER COMPANY: FORMER CONFORMED NAME: SAVON TEAM SPORTS INC DATE OF NAME CHANGE: 20010814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS MASTER FUND LTD CENTRAL INDEX KEY: 0001189294 IRS NUMBER: 980337673 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415800 SC 13G/A 1 t61683a_sc13ga.txt SCHEDULE 13G AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d - 102) Under the Securities Exchange Act of 1934 Amendment No. 1 SMALL WORLD KIDS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 83167N203 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP No. 83167N203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 540,516 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 540,516 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,516 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Based on 5,410,575 shares of common stock, par value $0.01 per share (the "Shares"), of Small World Kids, Inc., a Nevada corporation (the "Company"), outstanding as of May 21, 2007, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), Calliope Corporation ("Calliope") and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund, Valens U.S. and Calliope, the "Investors"), collectively, held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 595,807 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 88,527 Shares. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC. Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 83167N203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Calliope Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237865 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 540,516 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 540,516 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,516 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Based on 5,410,575 shares of common stock, par value $0.01 per share (the "Shares"), of Small World Kids, Inc., a Nevada corporation (the "Company"), outstanding as of May 21, 2007, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), Calliope Corporation ("Calliope") and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund, Valens U.S. and Calliope, the "Investors"), collectively, held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 595,807 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 88,527 Shares. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC. Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 83167N203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 540,516 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 540,516 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,516 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 5,410,575 shares of common stock, par value $0.01 per share (the "Shares"), of Small World Kids, Inc., a Nevada corporation (the "Company"), outstanding as of May 21, 2007, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), Calliope Corporation ("Calliope") and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund, Valens U.S. and Calliope, the "Investors"), collectively, held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 595,807 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 88,527 Shares. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC. Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 83167N203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 540,516 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 540,516 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,516 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 5,410,575 shares of common stock, par value $0.01 per share (the "Shares"), of Small World Kids, Inc., a Nevada corporation (the "Company"), outstanding as of May 21, 2007, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), Calliope Corporation ("Calliope") and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund, Valens U.S. and Calliope, the "Investors"), collectively, held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 595,807 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 88,527 Shares. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC. Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 83167N203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 540,516 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 540,516 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,516 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Based on 5,410,575 shares of common stock, par value $0.01 per share (the "Shares"), of Small World Kids, Inc., a Nevada corporation (the "Company"), outstanding as of May 21, 2007, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), Calliope Corporation ("Calliope") and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund, Valens U.S. and Calliope, the "Investors"), collectively, held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 595,807 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 88,527 Shares. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC. Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 83167N203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 540,516 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 540,516 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,516 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 5,410,575 shares of common stock, par value $0.01 per share (the "Shares"), of Small World Kids, Inc., a Nevada corporation (the "Company"), outstanding as of May 21, 2007, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), Calliope Corporation ("Calliope") and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund, Valens U.S. and Calliope, the "Investors"), collectively, held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 595,807 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 88,527 Shares. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC. Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. - ------------------------------------------------------------------------------- CUSIP No. 83167N203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |x| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 540,516 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 540,516 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,516 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 5,410,575 shares of common stock, par value $0.01 per share (the "Shares"), of Small World Kids, Inc., a Nevada corporation (the "Company"), outstanding as of May 21, 2007, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), Calliope Corporation ("Calliope") and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund, Valens U.S. and Calliope, the "Investors"), collectively, held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 595,807 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 88,527 Shares. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC. Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 83167N203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |x| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 540,516 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 540,516 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,516 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 5,410,575 shares of common stock, par value $0.01 per share (the "Shares"), of Small World Kids, Inc., a Nevada corporation (the "Company"), outstanding as of May 21, 2007, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), Calliope Corporation ("Calliope") and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund, Valens U.S. and Calliope, the "Investors"), collectively, held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 595,807 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 88,527 Shares. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC. Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. Item 1(a). Name of Issuer: SMALL WORLD KIDS, INC. Item 1(b). Address of Issuer's Principal Executive Offices: 5711 Buckingham Parkway, Culver City, CA 90230 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. This Schedule 13G, as amended, is also filed on behalf of Calliope Corporation, a Delaware corporation, Laurus Capital Management, LLC, a Delaware limited liability company, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Offshore SPV II, Corp., a Delaware corporation, Eugene Grin and David Grin. Calliope Corporation is a wholly owned subsidiary of Laurus Master Fund Ltd. Laurus Capital Management, LLC manages Laurus Master Fund, Ltd. Valens Capital Management, LLC manages Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by Laurus Master Fund, Ltd., Calliope Corporation, Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp reported in this Schedule 13G, as amended. Information related to each of Laurus Capital Management, LLC, Calliope Corporation, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp., Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Laurus Capital Management, LLC 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 83167N203 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 540,516 shares of Common Stock* (b) Percent of Class: 9.99%* (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock* (ii) shared power to vote or to direct the vote: 540,516 shares of Common Stock* (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock* (iv) shared power to dispose or to direct the disposition of: 540,516 shares of Common Stock* Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - ------------ * Based on 5,410,575 shares of common stock, par value $0.01 per share (the "Shares"), of Small World Kids, Inc., a Nevada corporation (the "Company"), outstanding as of May 21, 2007, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), Calliope Corporation ("Calliope") and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund, Valens U.S. and Calliope, the "Investors"), collectively, held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 595,807 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 88,527 Shares. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC. Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. 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. February 14, 2008 ---------------------------------- Date LAURUS MASTER FUND, LTD. /s/ David Grin ---------------------------------- David Grin Director APPENDIX A A. Name: Calliope Corporation, a Delaware corporation Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware B. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware C. Name: Valens U.S. SPV I, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware D. Name: Valens Offshore SPV II, Corp., a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware E. Name: Valens Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware F. Name: Eugene Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Director of Laurus Master Fund, Ltd. Principal of Laurus Capital Management, LLC Citizenship: United States G. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Director of Laurus Master Fund, Ltd. Principal of Laurus Capital Management, LLC Citizenship: Israel Each of Calliope Corporation, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp., Eugene Grin and David Grin hereby agrees, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively. Calliope Corporation /s/ David Grin - ---------------------------------- David Grin Principal February 14, 2008 Laurus Capital Management, LLC /s/ David Grin - ---------------------------------- David Grin Principal February 14, 2008 Valens U.S. SPV I, LLC Valens Offshore SPV II, Corp. By: Valens Capital Management, LLC Individually and as investment manager /s/ David Grin - ---------------------------------- David Grin Authorized Signatory February 14, 2008 /s/ David Grin - ---------------------------------- David Grin, on his individual behalf February 14, 2008 /s/ Eugene Grin - ---------------------------------- Eugene Grin, on his individual behalf February 14, 2008 -----END PRIVACY-ENHANCED MESSAGE-----