The following items were the subject of a Form 12b-25  and  are included
herein: Part I, Item 2 and Part II, Item 3

                    U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                 Form 10-QSB/A


[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                 For the quarterly period ended April 13, 1997

                         Commission file number 1-14052
                       Kiddie Academy International, Inc.

       (Exact name of small business issuer as specified in its charter)


   DELAWARE                                           52-1938283
   (State or other jurisdiction                       (IRS Employer
   of incorporation or organization)                  Identification No.)

                    108 Wheel Road, Bel Air, Maryland 21015
                    (Address of principal executive offices)

                                 (410) 515-0788
                          (Issuer's telephone number)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No


         The number of shares outstanding of common stock, as of April 13, 1997:
2,025,000  shares of common stock          .
--------------------------------------------



           Transitional Small Business Disclosure Format (check one):
                           Yes                 ;     No        X

<PAGE>



KIDDIE ACADEMY INTERNATIONAL, INC.



Index



                                                                      Page
PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements:

   Consolidated Balance Sheets for April 13, 1997 (Unaudited)
   and September 29, 1996                                                1

   Unaudited Consolidated Statements of Operations                       2
   Unaudited Consolidated Statements of Cash Flows                       3

   Notes to Unaudited Consolidated Financial Statements                4-5

Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings                                                6

Item 2. Changes in Securities                                            6

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters                                            6

Item 5. Other Information                                                7

Item 6. Exhibits and Reports on Form 8-K                                 8

        Exhibit 27 Financial Data Schedule

Signature                                                                9



<PAGE>



Part 1.  FINANCIAL INFORMATION
Item 1. Financial Statements

KIDDIE ACADEMY INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

ASSETS                                                                  April 13,                  September 29,
                                                                           1997
                                                                       (UNAUDITED)                        1996
                                                                     -----------------           -----------------
<S> <C>
Current assets:
           Cash and cash equivalents                                         $141,070                   $1,232,098
           Restricted cash                                                    255,000                           --
           Accounts receivable                                                133,405                      127,972
           Prepaid expenses                                                   217,491                       60,024
           Inventories                                                        101,740                       90,347
           Notes receivable, current                                           39,880                       15,361
           Franchise development costs                                        773,675                      699,527
                                                                     -----------------           ------------------
                        Total current assets                                1,662,261                    2,225,329
                                                                     -----------------           ------------------

Property and equipment                                                      1,099,088                    1,057,066
Accumulated depreciation                                                    (378,298)                    (300,086)
                                                                     -----------------           ------------------
                        Net property and equipment                            720,790                      756,980
                                                                     -----------------           ------------------

Notes receivable, long-term                                                   136,344                      136,635
Goodwill                                                                      144,815                      116,910
Deposits                                                                      104,150                      105,437
                                                                     -----------------           ------------------
                        Total assets                                       $2,768,360                   $3,341,291
                                                                     =================           ==================

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities:
           Notes payable                                                     $255,000                           --
           Accounts payable and accrued expenses                              844,565                     $787,654
           Deferred franchise license fees                                  1,088,001                    1,125,002
           Current portion of long-term debt                                   59,413                      111,114
           Current portion of deferred rent credits                            93,992                       93,992
                                                                     -----------------           ------------------
                        Total current liabilities                           2,340,971                    2,117,762
                                                                     -----------------           ------------------

Long-term debt                                                                118,424                      190,312
Deferred rent payments                                                        275,846                      159,005
Deferred rent credits                                                         231,365                      281,976
                                                                     -----------------           ------------------
                        Total liabilities                                   2,966,606                    2,749,055
                                                                     -----------------           ------------------
Stockholders' equity
           Preferred stock, par value $0.01 per share:
             authorized 1,000,000 shares; no shares issued and                      ---                          ---
             outstanding
           Common stock, par value $0.01 per share:
             authorized 10,000,000 shares; issued and                            20,250                       20,250
             outstanding 2,025,000
           Additional paid-in capital                                       4,294,891                    4,260,280
           Accumulated deficit                                            (4,513,387)                  (3,688,294)
                                                                     -----------------           ------------------
                        Total stockholders' (deficit) equity                (198,246)                      592,236
                                                                     -----------------           ------------------
                        Total liabilities and stockholders'
                        (deficit) equity                                   $2,768,360                   $3,341,291
                                                                     =================           ==================
</TABLE>

See notes to consolidated financial statements (unaudited).

                                 1
<PAGE>


KIDDIE ACADEMY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                12 weeks            13 weeks                28 weeks            26 weeks
                                             ended April 13,    ended March 31,         ended April 13,    ended March 31,
                                                  1997                1996                    1997                 1996
                                            ------------------ -------------------      ----------------- ----------------------
<S> <C>
REVENUES:
           Company-owned mature centers              $494,148            $419,713             $1,036,943               $786,901
           Company-owned new centers                1,017,693             267,301              2,037,979                398,447
           Franchise license fees                     105,000              84,047                230,000                218,410
           Franchise royalties                        270,401             178,019                594,268                332,000
           Product sales                              103,259              67,117                338,654                112,848
           Administrative fees                         21,029              18,876                 47,133                 37,376
                                            ------------------ -------------------      ----------------- ----------------------
                 Total revenue                      2,011,530           1,035,073              4,284,977              1,885,982

OPERATING EXPENSES:
           Company-owned mature centers               432,334             367,817                909,993                736,472
           Company-owned new centers                1,284,986             537,975              2,756,497                793,869
           Cost of product sales                       82,820              52,682                253,857                 80,253
           General and administrative                 683,014             545,658              1,348,737                999,119
                                            ------------------ -------------------      ----------------- ----------------------
                 Total operating expenses           2,483,154           1,504,132              5,269,084              2,609,713
                                            ------------------ -------------------      ----------------- ----------------------

                 Loss from operations               (471,624)           (469,059)              (984,107)              (723,731)

INTEREST INCOME (EXPENSE)                                 270              33,153                  8,302                (2,093)

OTHER INCOME, net                                       8,783              57,391                150,712                 59,186

                                            ------------------ -------------------      ----------------- ----------------------
NET LOSS                                           ($462,571)          ($378,515)             ($825,093)             ($666,638)
                                            ================== ===================      ================= ======================

NET LOSS PER COMMON SHARE                             ($0.23)             ($0.18)                ($0.41)                ($0.42)
                                            ================== ===================      ================= ======================
WEIGHTED AVERAGE SHARES OUTSTANDING
                                                    2,025,000           2,051,909              2,025,000              1,593,576
                                            ================== ===================      ================= ======================
</TABLE>

See notes to consolidated financial statements (unaudited).

                                  2
<PAGE>


KIDDIE ACADEMY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  28 weeks ended                   26 weeks ended
                                                                  April 13, 1997                   March 31, 1996
                                                                -------------------              --------------------
<S> <C>
Cash flows from operating activities
           Net loss                                                     ($825,093)                        ($666,638)
           Adjustments to reconcile net loss to net cash
             used in operating activities:
             Depreciation and amortization                                  78,212                            21,822
             Gain on disposal of asset                                    (77,388)                          (56,598)
             Gain on extinguishment of debt                               (66,092)                                --
             Amortization of debt issuance costs                                --                            26,667
           Changes in assets and liabilities:
             Restricted Cash                                             (255,000)                                --
             Accounts receivable                                           (5,433)                          (63,703)
             Inventory                                                    (11,393)                          (20,831)
             Notes receivable                                              (9,060)                          (51,824)
             Franchise development costs                                  (74,148)                          (69,092)
             Other assets                                                 (26,508)                         (136,869)
             Accounts payable and accrued expenses                          56,911                          (12,477)
             Deferred franchise license fees                              (37,001)                           (8,950)
                                                                -------------------              --------------------
             Net cash used in operating activities                     (1,251,993)                       (1,038,493)
                                                                -------------------              --------------------

           Cash flows from investing activities:
            Disposal (acquisition) of property and equipment                 5,780                         (467,507)
            Proceeds from disposal of property and equipment
                                                                                --                            40,000
             Net cash (used) provided in investing activities                5,780                         (427,507)
                                                                -------------------              --------------------

           Cash flows from financing activities:
            Borrowings/(payments) on notes payable                         255,000                         (149,861)
            Payments to shareholders                                            --                          (87,722)
            Proceeds from IPO                                                   --                         3,998,613
            Borrowings/(payments) of long-term debt                       (99,815)                            50,000
                                                                -------------------              --------------------
             Net cash provided in financing activities                     155,185                         3,811,030
                                                                -------------------              --------------------

             Net (decrease) increase in cash                           (1,091,028)                         2,345,030

           Cash, beginning of period                                     1,232,098                            51,527
                                                                -------------------              --------------------

           Cash, end of period                                            $141,070                        $2,396,557
                                                                ===================              ====================
           Non-cash investing and financing activities:
           Write-off of deferred compensation                                   --                          $110,000
           Early retirement of long-term debt                              $62,738                                --
           Notes received in connection with sale of center                 98,815                                --
           Notes payable in connection with purchase of center              51,435                                --
           Notes receivable retired in connection with
            purchase of center                                              68,657                                --
                                                               -------------------               -------------------
               Total non-cash activities                                  $281,645                          $110,000
                                                                ===================              ====================
</TABLE>

See notes to consolidated financial statements (unaudited).

                                    3
<PAGE>


                       KIDDIE ACADEMY INTERNATIONAL, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

                       APRIL 13, 1997 AND MARCH 31, 1996


1.       Summary of Significant Accounting Policies

         (a) Principles of Consolidation
         The  consolidated   financial  statements  included  herein  have  been
prepared by the Company, without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission  (the  "Commission")  and include all
adjustments  which are,  in the  opinion  of  management,  necessary  for a fair
presentation.  The consolidated financial statements include the accounts of the
Company  and  its   subsidiaries.   All  intercompany   transactions  have  been
eliminated.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations.  The Company believes that the disclosures are adequate to make the
information  presented  not  misleading;  however,  it is  suggested  that these
financial  statements be read in conjunction  with the financial  statements and
the notes thereto included in the Company's annual Form 10-KSB.

          (b)     Net Loss Per Common Share
         Net loss per common share is determined by dividing the net loss by the
weighted  average  number of common and common  share  equivalents  outstanding.
Weighted  average  shares used in  computing  net loss per common  share for the
period ended April 13, 1997 consist  solely of 2,025,000  shares of common stock
issued,  as the  effect  of the  warrants  would be  antidilutive.  Pursuant  to
Securities  and  Exchange  Commission  Staff  Accounting  Bulletin No. 83, stock
options and warrants  granted  during the 12-month  period prior to the expected
date of the initial filing of the Registration  Statement,  with exercise prices
below the initial public offering  price,  have been included in the calculation
of the period ended March 31, 1996 common share equivalents,  using the treasury
stock method, for the period. Weighted average shares used in computing net loss
per common  share for the  period  ended  March 31,  1996  consist of  2,051,909
weighted   average  shares  of  common  stock   outstanding   and  common  stock
equivalents.

         (c)      Fiscal Year-end
         During fiscal year 1996, the Company changed its fiscal year to a 52 or
53 week period which ends the Sunday  nearest to September 30. As a result,  the
first quarter of fiscal year 1997 ended on January 19, 1997,  the second quarter
ended April 13, 1997, and the third quarter will end on July 6, 1997.

2.       Restricted Cash

         The  Company  has  borrowed  $255,000 on its  $500,000  Certificate  of
Deposit  (CD) Line of Credit as of April 13,  1997.  This amount is reflected in
current  liabilities as a note payable
                                          4
<PAGE>

and the  applicable  portion of the CD is reflected  as  restricted  cash. The
CD earned 4.95%  interest  and  borrowings against the CD incur interest expense
of 6.95%. On June 2, 1997, the Company was advised that its $200,000 Line of
Credit with Sparks Bank had been withdrawn.

3.       Commitments and Contingencies

         In October  1996,  the Company  entered  into a  three-year  employment
agreement with Angelo D. Bizzarro,  the Company's new Chief  Executive  Officer.
The agreement calls for a minimum salary level, a bonus based on a percentage of
pre-tax  profits and various stock  options,  including a) 75,000  non-qualified
stock  options (at an exercise  price of $3.64 per share);  b) 25,000  incentive
stock  options  (at an  exercise  price  of $2.56  per  share);  and c)  100,000
incentive  stock  options  (at an exercise  price of $2.13 per  share).  Also in
October 1996,  the employment  agreements  with George Miller and Michael Miller
were each extended to expire on February 19, 2000.

         In  many  instances,  the  Company  has  guaranteed  some  or  all of a
franchisee's obligations under the lease for the franchisee's child care center.

         The Company is subject to complaints and claims arising in the ordinary
course of business,  including its business as a franchisor.  Except as noted in
Part  II,  Item 1 the  Company  believes  that  none of the  current  claims  or
complaints are material to the Company's consolidated financial position.

4.       Earnings Per Share

         In  March  1997,  the  Financial   Accounting  Standards  Board  issued
Statement of Financial  Accounting Standards No. 128, "Earnings Per Share" (EPS)
which simplifies the standards for computing EPS previously found in APB Opinion
No. 15 and makes them comparable to international  EPS standards.  The Statement
is effective for financial  statements  issued for periods ending after December
15, 1997.  Had the following  statement  been effective for the quarters and the
six months  ended April 13, 1997 and March 31,  1996,  earnings  per share would
have been presented as follows:

<TABLE>
<CAPTION>
                                    12 weeks      13 weeks          28 weeks          26 weeks
                                     ended          ended             ended             ended
                                    April 13,      March 31,        April 13,         March 31,
                                      1996           1997              1996              1997
                                    ----------     ----------      -----------       -----------
<S> <C>
     1.  Earnings per common share    ($.23)        ($0.18)          ($.41)             ($0.42)
     2.  Earning per common share-
          assuming dilution           ($.23)        ($0.18)          ($.41)             ($0.42)
</TABLE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

This Item is omitted and will be filed by amendment pursuant to Rule 12b-25.

                                     5
<PAGE>

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS.

         The following  discussion  and analysis  should be read in  conjunction
with the Company's Consolidated Financial Statements and Notes (unaudited).  The
financial  information  and percentages set forth below in Results of Operations
and Liquidity and Capital Resources have been rounded to the nearest  thousandth
and to the nearest whole percent, respectively.

Forward-Looking Statements

         When used in this report, press releases and elsewhere by management of
the  Company  from  time to  time,  the  words  "believes,"  "anticipates,"  and
"expects"  and similar  expressions  are  intended  to identify  forward-looking
statements  that involve certain risks and  uncertainties.  A variety of factors
could cause actual results to differ  materially  from those  anticipated in the
Company's  forward-looking  statements,  the  most  critical  of  which  is  the
Company's ability to identify additional financing in the immediate future. (See
Liquidity  and Capital  Resources.)  Additional  factors  include the  Company's
ability to restructure  rent  obligations at certain  centers on terms that will
allow those  centers to be  profitable  at  reasonable  enrollment  levels;  the
Company's  ability to "ramp-up" newly acquired centers to profitable  enrollment
levels within a reasonable period of time; the Company's ability to identify and
secure  on  acceptable  terms  suitable  locations  on  which to  construct  new
Company-owned or franchised centers;  the Company's continued ability to compete
with this segment of the market;  the relatively  small number of  Company-owned
and  franchised  centers  currently  operating  which could cause poor operating
results at any one center or any  unsuccessful  new center opening to negatively
impact the Company's  overall results to a greater result than would be the case
in a larger chain; the Company's dependence on franchisees which could cause the
Company's revenues from franchise fees and royalties to be adversely affected if
the Company's franchisees experience business or operational  difficulties;  the
failure of one or more franchisees to meet its or their obligations under its or
their  leases  which  could  have a  material  adverse  effect on the  business,
operations and financial condition of the Company to the extent such obligations
have been guaranteed by the Company;  the Company's need to comply with numerous
state and local governmental  regulations and licensing requirements;  and other
risk factors that are discussed  from time to time in the Company's SEC reports.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which speak only as of the date thereof.  The Company undertakes no
obligation to publicly release the results of any events or circumstances  after
the date hereof or to reflect the occurrence of unanticipated events.

General

         The Company  derives  revenue from three  sources:  (i) weekly  tuition
generated  at  the  20  Company-owned  and  operated  centers;  (ii)  fees  from
franchisees,  including  one-time  franchise  licensing fees currently  totaling
$40,000  per  new  franchised  center,  ongoing  royalties  equal  to 7% of each
franchised   center's  gross  revenues,   and  weekly   administrative  fees  of
approximately $54 per franchised  center; and (iii) the sale of school supplies,
educational toys and equipment by

                                       1

<PAGE>

Kid's  Craft.  The  Company  currently  consists  of 56 centers (20 of which are
Company owned and 36 of which are franchised).

         The  number of franchised  centers  increased during the 12 week period
ended April 13, 1997 by the opening of four new centers.

         Revenue  from  Company-owned  centers is  recognized  in the period the
child care  services  are  provided.  Revenue  derived  from  franchise  fees is
recognized  when the  franchise  center  opens.  Accordingly,  the amount of the
deferred franchise fee liability as shown on the Company's  consolidated balance
sheet is directly related to the number of centers in development. All franchise
fees collected by the Company for centers in development  are accounted for as a
current  liability  until the center  opens,  as required by generally  accepted
accounting principles.  Royalty income is recognized in the same period in which
the  related  revenue is  generated  by each  franchised  center.  Revenue  from
administrative  fees paid by franchisees for services provided by the Company is
recognized when the Company  provides such services.  During fiscal year 1997, a
change in the Company's  fee structure is expected to permit  $10,000 of initial
fees paid by each  applicant to be  recognized  approximately  30 days after the
applicant executes a Preliminary Agreement with the Company.

         The  significant   growth  in  the  number  of  Company-owned   centers
experienced by the Company  during fiscal year 1996 and continued  growth during
the first two  quarters of fiscal  year 1997  contributed  significantly  to the
Company's  continued losses.  During this period, the number of Company-owned or
operated centers increased from seven to 20. Of these 20 centers,  thirteen were
not yet  profitable at the end of the period ended April 13, 1997 and the losses
from these thirteen  centers was greater than the income earned by the remaining
seven centers.

         The Company  believes that its  continued  losses are  attributable  to
three major causes:  first, the fixed rent structure at many centers is too high
for the center to be profitable at reasonable enrollment levels, and second, new
centers require up to twenty-four  months to "ramp-up" to profitable  enrollment
levels,  and all of the newly acquired centers are still in the "ramp-up" stage,
and third, approximately two-thirds of the Company-owned centers were taken over
from  franchisees,  and the  "ramp-up"  period for those centers has been longer
than anticipated.

         With  respect to the rents,  the Company has  determined  that the rent
structure at many of its centers so great that the center's  enrollment level is
required  to be much higher  than that which is usually  experienced  within the
industry in order for a child care center to be profitable. Further, the rent at
three centers is so high that the Company  believes that these centers may never
be profitable.  The Company is in the process of attempting to  renegotiate  the
rents at most of its  Company-owned  centers  in order to reduce  the rents to a
level  that  will  allow  these  centers  to  become  profitable  at  reasonable
enrollment levels.

         In addition,  15 of the Company's centers have not had adequate time to
"ramp-up" to profitable  enrollment  levels. New centers typically require up to
24 months to "ramp-up",  and of the Company-owned  centers,  only five have been
operated  by the  Company  for more than 24

                                       2

<PAGE>

months.  In addition, many of the centers purchased by the Company during fiscal
years 1996  and  1997  were  acquired  from  franchisees.   These  centers  have
required a longer than average  period to "ramp-up"  than that  experienced with
new centers  because the Company has not had,  with respect  to  each  of  these
centers,  the  advantage of the  enrollment surge  which  accompanies  a typical
grand  opening, and because of the natural repercussion  of  changing ownership,
and the need to overcome any  negative reputation  that may have been associated
with the former management of the applicable center.  The Company  believes that
when  the newly acquired  centers have had adequate time to "ramp-up", most will
reach  profitability,  if the rents can be renegotiated to reasonable  levels as
described above. In addition, the  Company hopes to significantly  reduce number
of  centers acquired from its franchisees in the future by enhancing its support
systems  for  franchisees  and  increasing  its   franchisee   net   worth   and
capitalization requirements.

Results of Operations

         The following  table sets forth,  for the periods  indicated,  selected
information from the Company's Consolidated Statements of Operations (except for
systemwide  centers  open at end of the period  and  systemwide  revenues),  and
amounts  expressed  as a  percentage  of revenues  from  operations.  Due to the
Company  changing to a 52/53 week fiscal year,  the quarter ended April 13, 1997
consists of 12 weeks and the quarter  ended March 31, 1996 consists of 13 weeks.
The year to date  comparisons  will  include 28 weeks for the period ended April
13,  1997 and 26 weeks for the period  ended  March 31,  1996.  While this has a
minor impact on  comparability,  it was not deemed  material enough to provide a
pro forma of these results.

                                       3

<PAGE>

<TABLE>
<CAPTION>
                                      12 weeks                13 weeks                  28 weeks                 26 weeks
                                   ended April 13,         ended March 31,           ended April 13,        ended March 31,
                                        1997                    1996                       1997                     1996
                                   ---------------         --------------            ---------------        ----------------
<S> <C>
Systemwide centers open                         56                     42                        56                       42

Systemwide revenues                     $5,375,000             $3,230,000               $11,564,000               $5,928,000
                                   ================        ===============          ================         ================

Revenues from operations:
            Company-owned centers       $1,512,000    75%        $687,000    66%         $3,075,000     72%       $1,185,000    63%
            Franchise operations          $396,000    20%        $281,000    27%           $871,000     20%         $588,000    31%
             Product sales                $103,000     5%         $67,000     7%           $339,000      8%         $113,000     6%

                                   ----------------        ---------------          ----------------         ----------------
                    Total Revenues      $2,011,000   100%      $1,035,000   100%         $4,285,000    100%       $1,886,000   100%

Operating Expenses                      $2,483,000   123%      $1,504,000   145%         $5,269,000    123%       $2,610,000   138%
                                   ----------------        ---------------          ----------------         ----------------

Net operating loss                      ($472,000)   -23%      ($469,000)   -45%         ($984,000)    -23%       ($724,000)   -38%
Interest income (expense)                       $0     0%         $33,000     3%             $8,000      0%         ($2,000)    -0%
Other income                                $9,000     0%         $57,000     6%           $151,000      4%          $59,000     3%
                                   ----------------        ---------------          ----------------         ----------------

Net Loss                                ($463,000)   -23%      ($379,000)   -37%         ($825,000)    -19%       ($667,000)   -35%
                                   ================        ===============          ================         ================
</TABLE>


                                       4

<PAGE>

                Twelve-Week Period Ended April 13, 1997 Compared
                  to Thirteen-Week Period Ended March 31, 1996


         Revenues

         Systemwide  revenues  (tuition fees from  Company-owned  and franchised
centers)  for the period ended April 13, 1997  increased  by 66%, to  $5,375,000
from $3,230,000 for the period ended March 31, 1996. This increase was due to an
increase  in the  total  number of  centers  open to 56 at April  13,  1997,  as
compared to 42 open at March 31,  1996,  and an  increase in average  enrollment
levels at centers which were open during both periods.

         The Company's  revenues from  operations for the period ended April 13,
1997 increased by 94%, to $2,011,000  from $1,035,000 for the period ended March
31, 1996. This increase was primarily due to the increase in revenues  generated
by an  increased  number of  Company-owned  centers,  as well as an  increase in
revenues generated by franchising activities and increased revenues generated by
Kid's Craft.

         Aggregate  revenues  generated by Company-owned  centers for the period
ended  April 13,  1997,  which  constituted  75% of  revenues  from  operations,
increased by 120%,  to  $1,512,000  from $687,000 for the period ended March 31,
1996.  This  increase  was due to the  increase  in the number of  Company-owned
centers  owned and  operated  during the period  ended  April 13,  1997 to 20 as
compared to 14  Company-owned  centers at the end of the period  ended March 31,
1996, as well as an increase in the average enrollment in those centers.

         Revenues from franchising  activities  (franchising fees, royalties and
administrative  fees) for the period ended April 13, 1997, which constituted 20%
of revenues from operations, increased by 41%, to $396,000 from $281,000 for the
period ended March 31, 1996.  Revenues from  franchise fees for the period ended
April 13, 1997  increased by 25%, to $105,000  from $84,000 for the period ended
March 31, 1996.  Royalties for the period ended April 13, 1997 increased by 52%,
to $270,000  from  $178,000 for the period ended March 31, 1996.  Administrative
fees for the period  ended April 13,  1997  increased  by 11%,  to $21,000  from
$19,000 for the period ended March 31, 1996.  The increase in franchise  fees is
attributable  to the number of franchised  centers opening during the applicable
period.  Four  franchised  centers opened in the period ended April 13, 1997 and
two in the period ended March 31, 1996.  The increase in revenues from royalties
and  administrative  fees  resulted from an increase in the number of franchised
centers  open as of the end of the  period  ended  April 13,  1997  which was 36
centers  compared to the period  ended March 31, 1996 which was 28 centers,  and
the increase in enrollment levels for centers open in both periods.

         Sales revenues  generated by Kid's Craft for the period ended April 13,
1997,  which  constituted 5% of revenues from  operations,  increased by 54%, to
$103,000 from $67,000 for the period ended March 31, 1996, primarily as a result
of sales to new franchised  centers opened during this period,  ongoing sales to
existing franchise centers, a retail store and catalog sales.

                                       5

<PAGE>

         Operating Expenses

         Operating  expenses include the expenses  associated with operating the
Company-owned  child care  centers  (including  payroll  and  related  expenses,
occupancy costs,  and the costs of food,  supplies,  utilities,  advertising and
insurance);  expenses associated with running the Company's franchise operations
(including payroll and related expenses, occupancy costs, travel and utilities);
and expenses  associated with the operation of Kid's Craft  (including  costs of
products,   freight,   occupancy   and   utilities);   and  other   general  and
administrative expenses.

         Aggregate  operating  expenses  for the  period  ended  April 13,  1997
increased by 65%, to  $2,483,000  from  $1,504,000 in the period ended March 31,
1996. As a percentage of operating  revenues,  operating  expenses  decreased to
approximately  123% for the period ended April 13, 1997 from  approximately 145%
for the period ended March 31, 1996. These expense  increases were due primarily
to increases in expenses  associated with "ramp-up" costs for the six additional
centers  operated by the Company  during the period  ended April 13,  1997.  The
decrease as a percent is due to the economies of scale gained from the increased
revenue levels and the relatively fixed costs of corporate overhead,  as well as
various  cost cutting  measures  implemented  by the Company  during the current
fiscal year. These measures have included staff reductions, and the reduction of
franchise development costs.

         Operating  expenses  relating to  Company-owned  centers for the period
ended  April  13,  1997,  which  constituted  69% of total  operating  expenses,
increased  by 90%, to  $1,717,000  from  $906,000 for the period ended March 31,
1996. The increase in operating  expenses for Company-owned and operated centers
for the period ended April 13,  1997,  as compared to the period ended March 31,
1996, is due to the increase in the number of centers and the related  increases
in rent due to lease obligations,  payroll, food costs and other costs increases
in  proportion  to the number of centers  operated.  The  Company  expects  that
aggregate  expenses relating to Company-owned  centers will continue to increase
as the number of  Company-owned  centers  increases.  However,  over  time,  the
Company  will seek to  capitalize  upon  economies  of scale.  Additionally,  as
"ramp-up"  centers mature beyond their initial  period of start-up  expenses and
low enrollment,  the Company believes that expense, as a percentage of revenues,
will  decrease.  Furthermore,  the  Company  is  continually  in the  process of
attempting to manage and minimize variable expenses such as payroll, food costs,
and supplies.  However,  the Company  believes  that the rent  structure at many
centers  is too  high  for the  Company  to reach  profitability  at  reasonable
enrollment levels, and that three Company-owned  centers may never be profitable
due to the current rent structure at such centers. The Company is in the process
of  attempting to  renegotiate  the terms of many of its leases in order to stem
the continuing losses at those centers.

         Costs of goods sold by Kid's Craft for the period ended April 13, 1997,
which  constituted  3% of total operating expenses, increased by 57%, to $83,000
from $53,000 for the  period  ended  March 31, 1996. This increase was primarily
due to an increase in product sales.

         General and  administrative  expenses,  which  constituted 28% of total
operating   expenses  and  which  include  the  costs  of  corporate   overhead,
franchising  operations and operating  expenses

                                       6

<PAGE>

for  Kid's  Craft,  for  the  period  ended  April 13, 1997 increased by 25%, to
$683,000 from $546,000 for the period ended March 31, 1996.  Increases  occurred
in order to support the substantial increase in the  number  of centers open and
under development and because of additional  legal,  accounting  and  consulting
expenses resulting from the Company's  capital needs. (See Liquidity and Capital
Resources.)

         Depreciation and Amortization

         Depreciation  and  amortization  expenses  consist of  depreciation  or
amortization  of  certain  equipment,   furniture  and  fixtures,  vehicles  and
leasehold improvements, and goodwill. Depreciation and amortization expense, for
the period ended April 13, 1997 increased by $16,000 to $31,000 from $15,000 for
the period ended March 31, 1996. This increase was primarily due to depreciation
expense resulting from the increase in property and equipment,  and amortization
of goodwill.

         Interest

         Interest income,  net of interest  expense,  for the period ended April
13, 1997 was $270 as compared to interest income of $33,000 for the period ended
March  31,  1996.  This  change  was  attributable  to  the  borrowings  on  the
Certificate of Deposit (CD) line of credit offset by interest  earned on the CD.
In the  quarter  ended  March 31,  1996  interest  income  was higher due to the
overnight investments on the proceeds from the IPO.

          Other Income

         For the period ended April 13, 1997, the Company  recorded other income
of  $9,000,  and in the period ended March 31, 1996,  $57,000.  This decrease is
attributable to the gain on the sale of one Company-owned center to a franchisee
in the 1996 quarter.

         As  a result of the foregoing, the Company  recorded a net loss for the
period  ended April 13, 1997 of  $463,000  as compared to a net loss of $379,000
for the period ended March 31, 1996.

                Twenty-eight Weeks Ended April 13, 1997 Compared
                    to Twenty-six Weeks Ended March 31, 1996

         Revenues

         Systemwide  revenues  (tuition fees from  Company-owned  and franchised
centers)  for the period ended April 13, 1997  increased by 95%, to  $11,564,000
from $5,928,000 for the period ended March 31, 1996. This increase was due to an
increase  in the  total  number of  centers  open to 56 at April  13,  1997,  as
compared  to 42 open at March 31,  1996 and an  increase  in average  enrollment
levels at centers which were open during both periods.

                                       7

<PAGE>


         The Company's  revenues from  operations for the period ended April 13,
1997 increased by 127%, to $4,285,000 from $1,886,000 for the period ended March
31,  1996.  This  increase  was due to an increase in revenues  generated  by an
increased number of Company-owned  centers, an increase in revenues generated by
franchising activities and increased revenues generated by Kid's Craft.

         Aggregate  revenues  generated by Company-owned  centers for the period
ended  April 13,  1997,  which  constituted  72% of  revenues  from  operations,
increased by 159%, to $3,075,000  from $1,185,000 for the period ended March 31,
1996.  This  increase  was due to the  increase  in the number of  Company-owned
centers  owned and  operated  during the period  ended  April 13,  1997 to 20 as
compared to 14  Company-owned  centers at the end of the period  ended March 31,
1996, as well as an increase in the average enrollment in those centers.

         Revenues from franchising  activities  (franchising fees, royalties and
administrative  fees) for the period ended April 13, 1997, which constituted 20%
of revenues from operations, increased by 48%, to $871,000 from $588,000 for the
period ended March 31, 1996.  Revenues from  franchise fees for the period ended
April 13, 1997  increased by 6%, to $230,000  from $218,000 for the period ended
March 31, 1996.  Royalties for the period ended April 13, 1997 increased by 79%,
to $594,000  from  $332,000 for the period ended March 31, 1996.  Administrative
fees for the period  ended April 13,  1997  increased  by 27%,  to $47,000  from
$37,000 for the period ended March 31, 1996.  The increase in franchise  fees is
attributable  to an  increase in the average  franchise  fee per center,  and an
increase in the number of franchise applicants who forfeited their franchise fee
before opening a center. There were nine franchised centers opened in the period
ended April 13, 1997 and ten in the period ended March 31, 1996. The increase in
revenues from royalties and  administrative  fees resulted from increases in the
franchised  centers open as of the end of the period ended April 13, 1997 (which
included  eight new centers opened reduced by the four that were acquired by the
Company,  one that was bought from the Company, and one that was allowed to drop
out of the system) compared to the period ended March 31, 1996, and the increase
in enrollment levels, for centers open in both periods.

         Sales revenues  generated by Kid's Craft for the period ended April 13,
1997, which  constituted 8% of revenues from  operations,  increased by 200%, to
$339,000  from  $113,000  for the period  ended March 31,  1996,  primarily as a
result of sales to new  franchised  centers  opened during this period,  ongoing
sales to existing franchise centers, a retail store and catalog sales.

         Operating Expenses

         Operating  expenses include the expenses  associated with operating the
Company-owned  child care  centers  (including  payroll  and  related  expenses,
occupancy costs,  and the costs of food,  supplies,  utilities,  advertising and
insurance);  expenses associated with running the Company's franchise operations
(including   payroll,   commissions  and  related  expenses,   occupancy  costs,
advertising,  travel and utilities);  and expenses associated with the operation
of Kid's Craft (including costs of products,  freight, occupancy and utilities);
and other general and administrative expenses.

                                       8

<PAGE>

         Aggregate  operating  expenses  for the  period  ended  April 13,  1997
increased by 102%, to $5,269,000  from  $2,610,000 in the period ended March 31,
1996. As a percentage of operating  revenues,  operating  expenses  decreased to
approximately  123% for the period ended April 13, 1997 from  approximately 138%
for the period ended March 31, 1996. These expense  increases were due primarily
to increases in expenses  associated with "ramp-up" costs for the six additional
centers  operated by the Company  during the period  ended April 13,  1997.  The
decrease as a percent is due to the economies of scale gained from the increased
revenue levels, and the relatively fixed costs of corporate overhead, as well as
various  cost cutting  measures  implemented  by the Company  during the current
fiscal year. These measures have included staff reductions, and the reduction of
franchise development costs.

         Operating  expenses  relating to  Company-owned  centers for the period
ended  April  13,  1997,  which  constituted  69% of total  operating  expenses,
increased by 140%, to $3,666,000  from $1,530,000 for the period ended March 31,
1996. The increase in operating  expenses for Company-owned and operated centers
for the period ended April 13,  1997,  as compared to the period ended March 31,
1996, is due to the increase in the number of centers and the related  increases
in rent due to lease obligations,  payroll, food costs and other costs increases
in  proportion  to the number of centers  operated.  The  Company  expects  that
aggregate  expenses relating to Company-owned  centers will continue to increase
as the number of  Company-owned  centers  increases.  However,  over  time,  the
Company  will seek to  capitalize  upon  economies  of scale.  Additionally,  as
"ramp-up"  centers mature beyond their initial  period of start-up  expenses and
low enrollment, the Company believes that expenses, as a percentage of revenues,
will  decrease.  Furthermore,  the  Company  is  continually  in the  process of
attempting to manage and minimize variable expenses such as payroll, food costs,
and supplies.  However,  the Company  believes  that the rent  structure at many
centers  is too  high  for the  Company  to reach  profitability  at  reasonable
enrollment levels, and that three Company-owned  centers may never be profitable
due to the current rent structure at such centers. The Company is in the process
of attempting to  renegotiate  those lease terms in order to stem the continuing
losses at those centers.

         Costs of goods sold by Kid's Craft for the period ended April 13, 1997,
which  constituted  5%  of  total  operating  expenses,  increased  by  218%, to
$254,000 from $80,000 for the period ended March 31,  1996.  This  increase  was
primarily due to an increase in product sales.

         General and  administrative  expenses,  which  constituted 26% of total
operating   expenses  and  which  include  the  costs  of  corporate   overhead,
franchising  operations and operating  expenses for Kid's Craft,  for the period
ended April 13, 1997  increased  by 35%, to  $1,349,000  from  $999,000  for the
period ended March 31, 1996.  Increases  occurred in all areas of expense due to
the  substantial  increase in the number of centers open and under  development,
and the additional legal,  accounting and consulting expenses resulting from the
Company's capital needs. (See Liquidity and Capital Resources.)

         Depreciation and Amortization

         Depreciation  and  amortization  expenses  consists of  depreciation or
amortization  of  certain  equipment,   furniture  and  fixtures,  vehicles  and
leasehold improvements, and goodwill.

                                       9

<PAGE>

Depreciation  and  amortization  expense,  for  the  period ended April 13, 1997
increased by $57,000 to $78,000 from $21,000 for  the  period  ended  March  31,
1996. This increase was primarily due to depreciation expense resulting from the
increase in property and equipment,  and amortization of additional goodwill.

         Interest

         Interest income,  net of interest  expense,  for the period ended April
13, 1997 was $8,000 as  compared  to  interest  expense of $2,000 for the period
ended March 31, 1996. This change was attributable to the pay-off of the line of
credit  in  December  1995  somewhat  offset by  recent  additional  borrowings,
overnight investments in the Company's sweep account resulting from the proceeds
of the initial public offering, and the elimination of capital lease obligations
and the  amortization  of debt  issuance  costs  which was  included in interest
expense during the period March 31, 1996, offset by borrowings on the CD line of
credit in fiscal year 1997.

          Other Income

         For the period ended April 13, 1997, the Company  recorded other income
of $151,000,  and in the period ended March 31, 1996, $59,000.  This increase is
attributable  to  the  gain  on  the  sale  of  one  Company-owned  center  to a
franchisee,  the early  retirement  of certain debt  obligations  at a favorable
discount and the commission earned from the transfer of one franchised center to
another franchisee.

         As a result of the  foregoing, the Company  recorded a net loss for the
period  ended  April  13, 1997 of $825,000 as compared to a net loss of $667,000
for the period ended March 31, 1996.

         Seasonality

         Due to the annual  seasonal  reduction in enrollment  during the summer
months,   which  occurs   throughout  the  child  care  industry,   the  Company
historically  has  experienced a decrease in tuition  revenues during the fourth
quarter of each fiscal year (July  through  September).  The Company  expects to
continue to  experience  such a decrease in tuition  revenues  during the fourth
quarter of its current fiscal year. As a result,  the Company's  annual earnings
have been and will continue to be heavily dependent on the results of operations
during the first three quarters of each year.


Liquidity and Capital Resources

         During the period ended April 13, 1997,  the Company has  satisfied its
cash  requirements from cash flow from operations,  the remaining  proceeds from
the initial public offering,  the sale of one Company-owned  center and draws on
the line of  credit  secured  by a CD.  The  primary  uses of cash have been for
operations,  the  purchase  of  supplies,  financing  the  start-up  of one  new

                                       10

<PAGE>


Company-owned  center,  the  acquisition  of four centers from  franchisees  and
capital expenditures.

         Net cash used in  operating  activities  for the period ended April 13,
1997 totaled approximately  $1,252,000,  reflecting,  primarily, the net loss of
$825,000,  increases in restricted cash, inventory,  franchise development costs
and  decreases  in deferred  franchise  fees,  offset by  increases  in accounts
payable.  Net cash provided by investing  activities  for the period ended April
13, 1997 totaled approximately $6,000,  reflecting the sale of one Company-owned
center, offset by the acquisition of two centers and capital expenditures.

         The  Company  has renewed  through  September  3, 1997 its bank line of
credit which permits the Company to borrow up to $200,000,  with interest at the
rate of 1.5% over the bank's prime rate. The line of credit is collateralized by
all  inventory,  equipment  and  accounts  receivable  of the  Company  and  its
subsidiaries.  The Company  also has  available  the ability to borrow  $500,000
against a CD for the same  amount.  The  interest  cost is 2%  greater  than the
interest  earnings of the CD. This line of credit  expires on July 26, 1997.  At
April 13, 1997,  there were borrowings of $255,000 against the CD line of credit
and the Company had no borrowings against the $200,000 line of credit.

         As of April 13, 1997, the Company's total debt  obligations  (exclusive
of trade credit and the CD line of credit borrowing) consisted of $178,000 which
included a $48,000 small  business  loan, a $39,000  equipment  loan, an $11,000
vehicle loan and various notes payable as a result of the purchase of franchisee
centers.

         The Company  continues to be engaged in a variety of measures  aimed at
reducing  costs.  In September  1996, the Company reduced its corporate staff by
nine and reduced its franchise  advertising  expenditures.  In January 1997, the
Company  reduced its  corporate  and  administrative  staff by eight.  A private
placement  of equity  financing  was pursued in April and May of 1997 to address
the Company's  capital  needs.  The Company is now reviewing the  possibility of
eliminating  additional staff positions from its corporate office,  and reducing
salaries  of  the  more  highly  compensated  employees.  The  Company  is  also
investigating  and evaluating  various other  measures  including the selling or
closing of certain unprofitable centers, and the renegotiation of leases at most
Company-owned centers, and has elected to eliminate the advertising of franchise
opportunities for the foreseeable future.

         Despite  the above and other  measures  taken to reduce  expenses,  the
Company's  financial  position has  deteriorated.  On May 20, 1997,  the Company
announced that the private placement was not successful. As a result thereof and
because of the continued  deterioration of the Company's financial position, the
Company faces a serious liquidity problem unless necessary  additional financing
is  immediately  identified.  At May 27,  1997,  the  Company has  borrowed  the
remaining amounts available on its CD Line of Credit. The Company was advised on
June 2, 1997 that the  Company's  $200,000  bank line of credit (of which $8,000
was drawn on as of May 30, 1997) was  withdrawn  by the Bank.  As of the date of
this filing, the Company estimates that it can only continue to satisfy its debt
obligations and working capital  requirements  until the

                                       11

<PAGE>

beginning  of  June 1997. The Board is actively pursuing all of its alternatives
with  respect to this problem.

Effects of Inflation

         The  impact  of  general  inflation on the Company's  business has been
insignificant to date and the Company believes  that  it  will  continue  to  be
insignificant  for the foreseeable future.

                                       12


<PAGE>

PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

The Company is a party to the following litigation:

Two Metroplex LLC, v. Bankers  Unicorp,  Incorporated,  Charles Brown and Kiddie
Academy Child Care Learning Centers, Inc., Marion Superior Court, Indiana, Cause
No.  49D04-9610-CP-1414.  This  matter was  instituted  in  October  1996 by Two
Metroplex  LLC (the  "Landlord"),  the owner of certain  premises  leased to the
Company's franchisee,  Bankers Unicorp,  Incorporated (the "Tenant),  and arises
out of the Tenant's default under its lease. The Tenant's  obligations under the
Lease were  guaranteed  by Charles  Brown,  the Tenant's sole  stockholder,  and
Kiddie  Academy Child Care Learning  Centers,  Inc. In the suit, the Landlord is
seeking from the Company $184,199.36,  plus interest,  attorneys' fees and court
costs.  The  $184,199.36  includes  unpaid  basic rent of  $22,676,  delinquency
service charges of $20,252.71, plus $141,270.65 in tenant improvement costs. The
Company is defending  the action on the basis that its Guaranty of Lease was not
intended  to cover the amount of any  tenant  improvement  expenses,  that these
expenses were not known by or authorized by the Company,  and that these amounts
greatly exceed the reasonable cost of the build-out approved by the Company.

Merrill  Corporation v. Kiddie Academy  International,  Inc.,  Circuit Court for
Harford County,  Maryland, Case No. 26591/59/681.  This matter was instituted on
September 23, 1996 by Merrill  Corporation in connection with financial printing
services rendered to the Company in connection with the Company's initial public
offering. Merrill asserts a claim in the amount of $129,710.36.  The Company has
filed a defense and  counter-claim  to this action which is primarily based upon
the fact that Merrill has billed the Company for an amount which greatly exceeds
its estimate of $60,000, and that the additional charges were due to "rush work"
and  additional  services not  authorized  by the Company,  and mistakes made by
Merrill.  Merrill's motion for summary judgment was denied on February 11, 1997,
and the matter has been set for trial for June 30, 1997.

The  Company  is  involved  in  additional  litigation  from  time to  time.  In
management's opinion, any litigation in which the Company is currently involved,
except as noted above,  will not result in liabilities that will have a material
adverse effect on its financial condition or results of operations.

Item 2.  Changes in Securities.
Not applicable.

Item 3.  Defaults Upon Senior Securities.
The Company is currently in default under its loan documents with Sparks Bank,
and the Bank has withdrawn the Company's line of credit.

Item 4.  Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting of Shareholders was held on March 11, 1997. Each of
the  Company's  then  current  directors  was elected to serve for an additional
one-year term of office.
                                        6
<PAGE>

These directors are  as  follows:  Angelo D. Bizzarro, Carl J. Meil, Jr.,
George Miller, Michael J. Miller, James  A.  Mitarotonda  and
Julian R. Siegel.

The additional  matters voted upon at the meeting  consisted of a) a proposal to
increase the number of shares  available to be issued under the  Company's  1995
Incentive  Compensation  Plan (the  "Plan")  from  100,000  to  300,000,  and to
establish  250,000 as the  maximum  number of shares or options to issue  shares
that may be issued in any one calendar  year to any  individual  under the Plan;
and b) the  ratification  of the  selection of Deloitte  and Touche,  LLP as the
Company's independent accountants for the current year.

The  following is a tabulation  of all matters  voted upon at the March 11, 1997
Annual Meeting:

1.                Election of directors:           For                 Withheld


                  A. Bizzarro                   1,999,505               13,100

                  C. Meil, Jr.                  1,999,505               13,100

                  G. Miller                     1,999,505               13,100

                  M. Miller                     1,999,505               13,100

                  J. Mitarotonda                1,999,505               13,100

                  R. Siegel                     1,999,505               13,100

2.                Amendments to 1995 Incentive Compensation Plan.


                         For           Against         Abstain       Not Voted

                      1,167,637         62,550         18,500         763,918


3.                Appointment of Deloitte & Touche LLP.

                         For                 Against               Abstain

                      2,003,605               9,000                  -0-

Item 5.  Other Information.
The following events occurred subsequent to the end of the period for which this
report is being filed:

CHANGE OF CONTROL
        George L. Miller, Pauline J. Miller and Michael J. Miller, the principal
stockholders of the Company, have assumed control of the Company as a result of
acquiring sufficient additional shares of the Company's common stock to give
them a majority. By written consent without a meeting executed and delivered to
the Company on Friday, May 30, 1997, the Millers have increased the size of the
Board of Directors, adding three new Directors, and have replaced two of the
existing Directors of the Company. A third existing Director resigned on June 2,
1997.

MANAGEMENT CHANGE
        On Saturday, May 31, 1997, the newly seated Board of Directors placed
Angelo D. Bizzarro, the Company's Chief Executive Officer, on administrative
leave. Michael J. Miller, President of the Company, has temporarily assumed the
duties of the Chief Executive Officer in Mr. Bizzarro's absence, in accordance
with the Company's Bylaws.

DELISTING BY BOSTON STOCK EXCHANGE
        By letter of May 28, 1997, received by the Company on June 2, 1997, the
Company was advised that the Boston Stock Exchange proposed to remove the
Company's common stock and warrants from listing and registration effective June
25, 1997.

                                   SIGNATURE
In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        KIDDIE ACADEMY INTERNATIONAL, INC.


June 2, 1997                            By:  __________________________________
Date                                         Michael J. Miller,
                                             President


June 2, 1997                            By:  __________________________________
Date                                         Guy A. Matta
                                             Chief Financial Officer


                                          7
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K.
a.       Exhibits required by Item 601 Regulation S-K:
         Exhibit 27 - Financial Data Summary
b.       Reports on Form 8-K
         - NASDAQ Delisting  - March 28, 1997
         - Boston Stock Exchange Delisting and Liquidity Issue - May 23, 1997

                                         8
<PAGE>


                                   SIGNATURE


In accordance with the  requirements of the Securities and Exchange Act of 1934,
the  registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                             Kiddie Academy International, Inc.



                                             BY: -----------------------
June 2, 1997                                      Michael J. Miller
-----------------                                 President
Date



                                              BY: ----------------------
June 2, 1997                                       Guy A. Matta
----------------                                   Chief Financial Officer
Date


                                     9
<PAGE>


                                   SIGNATURE



In accordance with the  requirements of the Securities and Exchange Act of 1934,
the  registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                          Kiddie Academy International, Inc.


  June 2, 1997                            BY:
---------------------                        ----------------------------------
Date                                              Michael J. Miller
                                                  President



  June 2, 1997                            BY:
---------------------                        ----------------------------------
Date                                               Guy A. Matta
                                                   Chief Financial Officer