- Amended Statement of Ownership: Private Transaction (SC 13E3/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

KID CASTLE EDUCATIONAL CORPORATION

(Name of the Issuer)

KID CASTLE EDUCATIONAL CORPORATION

MIN-TAN YANG

(Names of Persons Filing Statement)

Common Stock

(Title of Class of Securities)

49375K109

(CUSIP Number of Class of Securities)

Emma Tseng		Carter Mackley
8th Floor, No. 98 Min Chuan Road		K&L Gates LLP
Hsien Tien, Taipei, Taiwan ROC		925 4 th Avenue
Taipei, Taiwan		Seattle, Washington 98104-1158
(886) 2-2218-5996		(206) 623-7580

(Name, Address and Telephone Numbers of Persons Authorized to Receive Notices and Communications

on Behalf of the Persons Filing Statement)

This statement is filed in connection with (check the appropriate box):

A.	x	The filing of solicitation materials or an information statement subject to Regulation 14A (Sections 240.14a-1 through 240.14b-2), Regulation 14C (Sections 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (Section 240.13e-3(c)) under the Securities Exchange Act of 1934 (“the Act”).

B.	¨	The filing of a registration statement under the Securities Act of 1933.

C.	¨	A tender offer.

D.	¨	None of the above.

Check the following box if the solicitation materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: x

Calculation of Filing Fee
Transaction Valuation *		Amount of Filing Fee*
$ 303,000		$ 60.60

Calculated by multiplying 0.0002 by the estimated aggregate cash payment of $303,000 to holders of fewer than 5,000 shares of the Issuer’s common stock. The aggregate cash payment is equal to the product of the price of $0.18 per pre-split share and 1,683,333 pre-split shares, the estimated aggregate number of shares held by such holders.

¨	Check the box if any part of the fee is offset as provided by Section 240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:		$60.60
Form or Registration No.:		Schedule 13E-3
Filing Party:		Kid Castle Educational Corporation
Date Filed:		June 18, 2009

SCHEDULE 13E-3

This Amendment No. 6 is the sixth and final amendment to the Rule 13e-3 Transaction Statement filed on June 18, 2009 (the “Schedule 13E-3” ) by Kid Castle Educational Corporation, a Florida corporation (referred to herein as “Kid Castle” or the “Company”) in connection with action taken by a majority of the Company’s shareholders by written consent, dated June 17, 2009, and re-delivered on February 24, 2010 (the “Shareholder Consent”), relating to a proposal to deregister the Company’s common stock from registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Previously, Amendments No. 1, No. 2, No. 3, No. 4 and No. 5 were filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) on September 9, 2009, November 2, 2009, January 14, 2010, January 15, 2010, and February 24, 2010, respectively. This Amendment is filed pursuant to Rule 13e-3(d)(3) as a final amendment to the Schedule 13E-3 to report the results of the 1-for-5,000 reverse stock split, which was followed immediately by a 5,000-for-1 forward stock split (together with the reverse split, the “Stock Split Transaction”).

Shareholders holding shares of the Company’s common stock representing the required majority of votes approved this action by written consent in lieu of a special meeting of the Company’s shareholders on June 17, 2009, in accordance with the relevant sections of the Florida Business Corporations Act and the Company’s articles of incorporation, and re-executed and re-delivered such consent to the Company on February 24, 2010. The Company filed Articles of Amendment to its Articles of Incorporation with the Florida Secretary of State to effectuate the Stock Split Transaction, effective as of 5:00 p.m. (Eastern Time) on March 25, 2010. As a result of the Stock Split Transaction, (i) shareholders owning fewer than 5,000 shares of the Company’s common stock prior to the consummation of the Stock Split Transaction have the right to receive cash at a price of $0.18 per share owned by such shareholders immediately prior to the Stock Split Transaction, and (ii) shareholders owning 5,000 or more shares of the Company’s common stock immediately prior to the Stock Split Transaction continue to own the same number of shares of the Company’s common stock as they did immediately before the Stock Split Transaction.

The Company will proceed to pay the cash out price to the shareholders to be cashed out according to the procedures outlined in the Company’s Definitive Information Statement on Schedule 14C (the “Information Statement”) filed with the SEC on February 24, 2010. The information contained in the Information Statement, including all annexes to it, is expressly incorporated herein by reference. Capitalized terms used and not otherwise defined herein have the meanings given in the Information Statement.

Based on information available to the Company, the Stock Split Transaction reduced the number of record holders of the Company’s common stock to fewer than 300. The Company intends to file a Form 15 with the SEC at the same time that it files this Amendment No. 6 to terminate the registration of the Company’s common stock under the Exchange Act. Upon the filing of the Form 15, in the absence of action by the SEC, the Company will no longer be required to file periodic reports with the SEC, including annual reports on Form 10-K and quarterly reports on Form 10-Q, and will no longer be subject to the SEC’s proxy statement delivery requirements.

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Item 1. Summary Term Sheet.

The information set forth in the Information Statement in the section titled “SUMMARY TERM SHEET” is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address.

The name of the subject company is Kid Castle Educational Corporation. Kid Castle is a Florida corporation with its executive offices located at 8th Floor, No. 98 Min Chuan Road, Hsien Tien, Taipei, Taiwan, Republic of China. Kid Castle’s telephone number is (011) 886-2-2218-5996.

(b) Subject Securities.

The subject class of equity securities to which this Schedule 13E-3 relates is the Company’s common stock, no par value per share, of which 30,000,000 shares were outstanding as of June 30, 2009, and as of March 26, 2010.

The section of the Information Statement titled “INFORMATION ABOUT THE COMPANY — Market Price of Common Stock” is incorporated herein by reference.

(d) Dividends.

The section of the Information Statement titled “INFORMATION ABOUT THE COMPANY — Dividends” is incorporated herein by reference.

(e) Prior Public Offerings.

The Company has not made any underwritten public offering of its common stock during the past three years.

(f) Prior Stock Purchases.

The Company has not purchased any subject securities during the two years preceding the date of the filing of this Schedule 13E-3. On June 17, 2009, in order to finance the costs of the Transaction and the operations of the Company following the Transaction, Company CEO and director Min-Tan Yang purchased 5,000,000 shares of the Company’s common stock at $0.18 per share for an aggregate purchase price of $900,000. The purchase of stock by Mr. Yang was reviewed and approved by the Independent Committee in conjunction with its overall review and approval of the Transaction. See section in the Information Statement titled “SPECIAL FACTORS — Potential Conflicts of Interests of our Officers and Directors,” which is incorporated herein by reference.

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Item 3. Identity and Background of Filing Person.

(a) Name and Address.

There are two filing persons. One filing person, Kid Castle, is also the subject company, with its address and telephone number provided in Item 2 above. The names of the Company’s officers and directors are:

Directors
Suang-Yi Pai
Min-Tan Yang
Ming-Tsung Shih
Robert Theng
Ping Hsiung Wang

Officers
Min-Tan Yang	Chief Executive Officer
Suang-Yi Pai	Acting Chief Financial Officer

The address of each director and executive officer of the Company is c/o Kid Castle Educational Corporation, 8th Floor, No. 98 Min Chuan Road, Hsien Tien, Taipei, Taiwan, Republic of China.

The name of the other filing person is Min-Tan Yang, the Company’s Chief Executive Officer and majority shareholder. Mr. Yang’s address is set forth above.

(b) Business and Background of Entities. None.

The section titled “INFORMATION ABOUT THE COMPANY — Information Concerning the Board of Directors and Executive Officers” set forth in the Information Statement is incorporated herein by reference.

Neither the Company, Mr. Yang, nor any of its other directors or executive officers, to the Company’s or Mr. Yang’s knowledge, has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) nor have they been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Mr. Yang, and each of the Company’s other officers and directors, is a citizen of the Republic of China.

Item 4. Terms of the Transaction.

(a) Material Terms.

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The information set forth in the Information Statement under “SUMMARY TERM SHEET” and “SPECIAL FACTORS” is incorporated herein by reference.

(b) Purchases.

No securities will be purchased from any officer, director, or affiliate of the Company in connection with the Transaction.

The information set forth in the Information Statement under “SUMMARY TERM SHEET — The Transaction,” “— Effects of the Transaction,” “— Determination of Shareholders of Record,” “— Payment to Cashed Out Shareholders,” and “— Material U.S. Federal Income Tax Consequences;” and “SPECIAL FACTORS — Effects of the Transaction,” “— Independent Committee Deliberations and Fairness,” and “— Material U.S. Federal Income Tax Consequences” is incorporated herein by reference.

(d) Appraisal Rights.

The information set forth in the Information Statement under “SPECIAL FACTORS — No Appraisal or Dissenters’ Rights” is incorporated herein by reference.

(e) Provisions for Unaffiliated Security Holders.

The Company has not made any special provisions to make corporate records available or grant unaffiliated security holders counsel or appraisal services at the expense of either filing person.

(f) Eligibility for Listing or Trading.

Not applicable.

Item 5.

Past Contacts, Transactions, and Negotiations and Agreements.

(a) Transactions. None.

(b) Significant Corporate Events.

On June 17, 2009, in order to finance the costs of the Transaction and the operations of the Company following the Transaction, Company CEO and director Min-Tan Yang purchased 5,000,000 shares of the Company’s common stock at $0.18 per share for an aggregate purchase price of $900,000. The purchase of stock by Mr. Yang was reviewed and approved by the Independent Committee in conjunction with its overall review and approval of the Transaction. See section in the Information Statement titled “SPECIAL FACTORS — Potential Conflicts of Interests of our Officers and Directors,” which is incorporated herein by reference. The Subscription Agreement relating to Mr. Yang’s purchase is attached as Exhibit A to the Company’s Current Report on Form 8-K filed with the Commission on June 18, 2009.

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On November 28, 2007, the Company obtained a new bank loan of $1,542,401 from Union Bank of Taiwan. The loan is secured by the Company’s land and buildings and is personally guaranteed by Mr. Yang and Mr. Pai, Chairman of the Board. The loan bears interest at the lending bank’s basic fixed deposit rate plus 1.45% per annum. Of the principal, $370,176 is repayable in 24 equal monthly installments. A final balloon payment of $1,172,225 is due on November 28, 2009. The applicable interest rate is approximately 3.76% per annum.

(e) Agreements Involving Kid Castle’s Securities . None.

Item 6. Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired.

The fractional shares cancelled in exchange for cash payments pursuant to the Transaction will return to the pool of authorized, but unissued, shares of the Company.

The information set forth in the Information Statement under “SUMMARY TERM SHEET — Purpose of and Reasons for the Transaction,” “— Effects of the Transaction;” and “SPECIAL FACTORS — Purpose of and Reasons for the Transaction,” “— Effects of the Transaction,” “— OTC Bulletin Board; Pink Sheets Quotation,” “— Independent Committee Deliberations and Fairness,” and “— Plans for the Company after the Transaction” is incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects.

(a) Purposes.

(b) Alternatives.

The information set forth in the Information Statement under “SPECIAL FACTORS — Purpose of and Reasons for the Transaction” and “— Alternatives to the Transaction” is incorporated herein by reference.

The information set forth in the Information Statement under “SUMMARY TERM SHEET — Purpose of and Reasons for the Transaction;” and “SPECIAL FACTORS — Purpose of and Reasons for the Transaction,” “— Background of the Transaction,” “— Independent Committee Deliberations and Fairness,” and “— Alternatives to the Transaction,” is incorporated herein by reference.

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(d) Effects.

The information set forth in the Information Statement under “SUMMARY TERM SHEET — The Transaction,” “— Effects of the Transaction,” and “— Material Federal Income Tax Consequences;” and “SPECIAL FACTORS — Purpose and Reasons for the Transaction,” “— Effects of the Transaction,” “— OTC Bulletin Board; Pink Sheets Quotation,” “— Conduct of the Company’s Business After the Transaction,” and “— Material U.S. Federal Income Tax Consequences” is incorporated herein by reference.

Item 8. Fairness of the Transaction.

(a) Fairness.

The Company and Mr. Yang each reasonably believes that the Transaction is fair to unaffiliated security holders, both those continuing with the company and those that will be cashed out. No director dissented to or abstained from voting on the Transaction.

(b) Factors Considered in Determining Fairness.

The sections entitled “SPECIAL FACTORS — Purposes of and Reasons for the Transaction,” “—Independent Committee Deliberations and Fairness,” and “—Board of Directors’ Deliberations” are incorporated herein by reference.

The Transaction is not structured so that the approval of at least the majority of unaffiliated security holders is required.

(d) Unaffiliated Representative.

The directors who are not employees of the Company (which directors form the Independent Committee) did not retain an unaffiliated representative to act solely on behalf of the unaffiliated security holders for purposes of negotiating the terms of the Transaction. The Independent Committee reviewed the Transaction with respect to fairness to unaffiliated shareholders (both continuing and cashed out), and relied on the valuation analysis of Polaris Securities Co., Ltd, which is unaffiliated with the Company. The information set forth in the Information Statement under “SUMMARY TERM SHEET — Independent Committee and Fairness;” and “SPECIAL FACTORS — Purposes of and Reasons for the Transaction,” “— Independent Committee and Fairness,” and “— Valuation Report of Polaris Securities,” is incorporated herein by reference.

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(e) Approval of Directors.

The Transaction was approved by a majority of the Company’s directors who are not employees of the Company. See also the information set forth in the Information Statement under “SUMMARY TERM SHEET — Independent Committee and Fairness;” and “SPECIAL FACTORS — Fairness of the Transaction,” “— Independent Committee and Fairness,” and “—Valuation Report of Polaris Securities,” which sections are incorporated herein by reference.

(f) Other Offers. None.

Item 9. Reports, Opinions, Appraisals and Negotiations.

(a) Report, Opinion or Appraisal.

The Board of Directors and the Independent Committee received the report of Polaris Securities Co., Ltd, dated June 6, 2009, regarding the fair value of the Company’s common stock for purposes of evaluating the fairness of the consideration to be given for the cashed out shareholders in the Transaction.

(b) Preparer and Summary of Report, Opinion or Appraisal.

The information set forth in the Information Statement under “SPECIAL FACTORS —Valuation Report of Polaris Securities” is incorporated herein by reference.

(c) Availability of Documents. The full text of the fairness opinion of Polaris Securities Co., Ltd, dated June 6, 2009, is included as Exhibit A to the Information Statement. A copy of the fairness opinion is also available for inspection and copying at the Company’s principal executive offices, 8th Floor, No. 98 Min Chuan Road, Hsien Tien, Taipei, Taiwan, Republic of China.

Item 10.

Source and Amounts of Funds or Other Consideration.

(a) Source of Funds.

The information set forth in the Information Statement under “SUMMARY TERM SHEET — Financing for the Transaction;” “QUESTIONS AND ANSWERS ABOUT THE TRANSACTION — What is the total cost of the Transaction to the Company?” and “SPECIAL FACTORS — Source of Funds and Expenses” is incorporated herein by reference.

(b) Conditions. None.

The information set forth in the Information Statement under “QUESTIONS AND ANSWERS ABOUT THE TRANSACTION — What is the total cost of the Transaction to the Company?”, “SPECIAL FACTORS — Effects of the Transaction” and “— Source of Funds and Expenses” is incorporated herein by reference.

(d) Borrowed Funds . Not applicable.

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Item 11. Interest in Securities of Kid Castle.

(a) Securities Ownership.

The information set forth in the Information Statement under “INFORMATION ABOUT THE COMPANY — Security Ownership of Certain Beneficial Owners” is incorporated herein by reference.

(b) Securities Transactions. None.

Item 12. Solicitation or Recommendation.

(d) Intent to Tender Vote in Going-Private Transaction.

The information set forth in the Information Statement under “SUMMARY TERM SHEET — Effects of the Transaction,” “— Potential Conflicts of Interest;” and “SPECIAL FACTORS — Effects of the Transaction,” “— Potential Conflicts of Interests of our Officers and Directors” is incorporated herein by reference.

(e) Recommendations of Others.

The information set forth in the Information Statement under “SUMMARY TERM SHEET — Effects of the Transaction,” “—Potential Conflicts of Interest;” and “SPECIAL FACTORS — Effects of the Transaction,” “— Potential Conflicts of Interests of our Officers and Directors” is incorporated herein by reference.

Item 13. Financial Statements.

(a) Financial Information.

The Company’s audited financial statements for the fiscal years ended December 31, 2006, 2007, and 2008 are included in the Company’s Form 10-K for the period ended December 31, 2008, filed with the Commission on March 17, 2009, which is incorporated herein by reference. The Company’s unaudited financial statements for the quarters ended March 31, 2009, June 30, 2009, and September 30, 2009, are included in the Company’s Forms 10-Q for the periods then ended, filed with the Commission respectively on May 14, 2009, August 13, 2009, and December 23, 2009 (Form 10-Q/A), which are incorporated herein by reference (other than the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to forward–looking statements).

(b) Pro Forma Information.

None.

Item 14.

Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations of Recommendations.

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Not applicable. The Company did not solicit proxies or make any recommendations to shareholders in connection with the Transaction.

(b) Employees and Corporate Assets.

No expenses are involved in soliciting proxies or making recommendations as there were no votes solicited. The Company’s Chief Executive Officer, Acting Chief Financial Officer, and Corporate Secretary are the primary company employees involved in preparing and reviewing the Information Statement, this Schedule 13E-3, and other Transaction documents.

Item 15. Additional Information.

(b) Other Material Information

All of the information set forth in the Information Statement, the Company’s 2008 Annual Report on 10-K, and quarterly reports on 10-Q for the first, second, and third quarters of 2009 is incorporated by reference, except that the invocation of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to forward-looking statements invoked in the Form 10-K and Form 10-Qs do not apply to any statements the Company or Mr. Yang makes in connection with this Schedule 13E-3 or the Information Statement.

Item 16.		Exhibits.

(a)(5)(1)		Information Statement (incorporated herein by reference to the Information Statement pursuant to section 14(c) of the Securities Exchange Act of 1934 filed with the SEC on June 18, 2009).

A(5)(2)		Letter of Transmittal

(c)		Valuation Report of Polaris Securities Co., Ltd, dated June 6, 2009 (incorporated by reference to Exhibit A to the Information Statement).

(d)		Not applicable.

(e)		Subscription Agreement, dated June 17, 2009, between the Company and Min-Tan Yang for the purchase of 5,000,000 shares of common stock (incorporated herein by reference to Exhibit A to the Company’s Current Report on Form 8-K filed with the Commission on June 18, 2009).

(f)		Not applicable.

(g)		Not applicable.

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Copies of these documents may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C. 20549, and copies of all or any part of these documents may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov. The Company will also make copies of these documents available upon written request to the Company’s headquarters. The Company’s headquarters are located at 8th Floor, No. 98 Min Chuan Road, Hsien Tien, Taipei, Taiwan, Republic of China.

* * *

After due 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.

	KID CASTLE EDUCATIONAL CORPORATION

Dated: March 29, 2010	/s/ Min-Tan Yang
	MIN-TAN YANG CHIEF EXECUTIVE OFFICER

	For himself:

Dated: March 29, 2010	/s/ Min-Tan Yang
	MIN-TAN YANG