8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

April 18, 2008

Date of Report (Date of earliest event reported)

SUMMER INFANT, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	001-33346	20-1994619
(State or Other	(Commission File Number)	(IRS Employer
Jurisdiction of Incorporation)		Identification No.)

1275 PARK EAST DRIVE

WOONSOCKET, RHODE ISLAND 02895

(Address of Principal Executive Offices)  (Zip Code)

(401) 671-6550

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Summer Infant, Inc. (the “Company”) hereby amends its Current Report on Form 8-K, event date April 18, 2008, in order to provide the financial statements and pro forma financial information required by Item 9.01 of the Form 8-K.  This Current Report on
Form 8-K/A amends the Current Report on Form 8-K filed by Summer Infant, Inc. (“the “Company”), event date April 18, 2008 (the “Initial Form 8-K”), by amending and restating Item 9.01.  The Initial Form 8-K is incorporated herein by reference.  No other Item of the Initial Form 8-K is hereby amended.  This amendment provides the historical financial statements within the time periods required under Item 9.01(a) and the pro forma financial information required under Item 9.01(b), in each case relating to the consummation of the Company’s acquisition of Kiddopotamus and Company (“Kiddopotamus”) on April 18, 2008.  The historical financial statements were excluded from the Initial Form 8-K in reliance on Items 9.01(a) and 9.01(b).

Item 2.01Completion of Acquisition or Disposition of Assets.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The audited consolidated financial statements of Kiddopotamus for the years ended December 31, 2007 and 2006, including the report of the independent registered public accounting firm, are filed as Exhibit 99.2 to this report and are incorporated herein by reference.

The unaudited financial statements of Kiddopotamus for the three months ended March 31, 2008, including the balance sheet as of March 31, 2007, and the statements of operations for the three month periods ended March 31, 2008 and 2007, are filed as Exhibit 99.3 to this report and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma financial information of the Company and subsidiaries for the three months ended March 31, 2008, reflecting the acquisition of Kiddopotamus as though the acquisition had occurred on March 31, 2008 and summer’s historical statement of income for the year ended December 31, 2007 with those of Kiddopotamus for the year ended December 31, 2007 as if the acquisition had occured on January 1, 2007, is filed as Exhibit 99.4 to this report and is incorporated herein by reference.

2

The following exhibits are filed with this document.

Exhibit Number	Description
*10.1	Agreement and Plan of Merger, dated as of April 18, 2008, by and among Summer Infant (USA), Inc., Kiddo Acquisition Co., Inc., a wholly-owned subsidiary of Summer USA (“Merger Sub”), Kiddopotamus and Company (“Kiddopotamus”), J. Chris Snedeker, Kristen Peterson Snedeker and Thomas K. Manning.
*10.2	Registration Rights Agreement, dated as of April 18, 2008, by and among Summer Infant, Inc. and J. Chris Snedeker and Kristen Peterson Snedeker.
*99.1	Press release, issued on April 21, 2008.
**99.2	Audited consolidated financial statements of Kiddopotamus for the years ended December 31, 2007 and 2006.
**99.3	Unaudited consolidated financial statements of Kiddopotamus for the three months ended March 31, 2008.
**99.4	Unaudited pro forma financial information of the Company and subsidiaries for the three months ended March 31, 2008 and the year ended December 31, 2007, reflecting the acquisition of Kiddopotamus as though the acquisition had occurred on January 1, 2007.

*	Previously filed
**	Filed herewith

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUMMER INFANT, INC.
	BY:	/s/ Joseph Driscoll
		Joseph Driscoll
		Chief Financial Officer
Dated: June 30, 2008

4

EX-99.2

Exhibit 99.2

To the Board of Directors and Shareholders

Kiddopotamus and Company

Stilwell, Kansas

We have audited the accompanying balance sheets of Kiddopotamus and Company as of December 31, 2007 and 2006, and the related statements of income, cash flows and stockholders’ equity for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kiddopotamus and Company as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ McGladrey & Pullen, LLP

New York, New York

June 30, 2008

F-1

Kiddopotamus and Company

Balance Sheets

(Dollars in thousands)

	December 31, 2007		December 31, 2006
ASSETS
CURRENT ASSETS
Cash	$	59	$	70
Trade receivables, net of allowance for doubtful accounts of $195 as of December 31, 2007 and $198 as of December 31, 2006, respectively	2,270		1,553
Inventory	3,232		1,673
Prepaids and other current assets	1,032		567
Deferred tax assets	268		269
TOTAL CURRENT ASSETS	6,861		4,132
Property and equipment, net	53		26
Goodwill	49		49
Intangible assets, net	44		35
Other assets	2		2
TOTAL ASSETS	$	7,009	$	4,244
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Line of credit	$	1,750	$	510
Accounts payable and accrued expenses	733		567
TOTAL CURRENT LIABILITIES	2,483		1,077
Deferred tax liabilities	25		25
TOTAL LIABILITIES	2,508		1,102
Commitments and Contingencies (1)
STOCKHOLDERS’ EQUITY
Series A Convertible Preferred Stock; par value of $.01	41		41
5,000,000 shares authorized, 4,090,021 shares issued and outstanding.
Common stock, par value of $.01 per share; 10,000,000 shares authorized, 5,000,000 shares issued and outstanding	50		50
Additional paid-in capital	2,357		2,357
Retained earnings	2,053		694
TOTAL STOCKHOLDERS’ EQUITY	4,501		3,142
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,009	$	4,244

See notes to financial statements

F-2

Kiddopotamus and Company

Statements of Income

(Dollars in thousands)

	Year ended  December 31, 2007			Year ended  December 31, 2006
Net revenues	$	13,256		$	9,659
Cost of goods sold	7,794			5,849
GROSS PROFIT	5,462			3,810
Selling, general and administrative expenses	3,232			2,598
OPERATING INCOME	2,230			1,212
OTHER INCOME (EXPENSE)
Interest expense	(97		)	(58		)
Other income	71
INCOME BEFORE PROVISION FOR INCOME TAXES	2,204			1,154
Income tax expense	845			458
NET INCOME	$	1,359		$	696

See notes to financial statements

F-3

Kiddopotamus and Company

 Statements of Cash Flows

 (Dollars in thousands)

	For the year ended
	December 31, 2007			December 31, 2006
Cash flows from operating activities:
Net income	$	1,359		$	696
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization	35			21
Deferred taxes	1			(17		)
Changes in assets and liabilities
Increase in trade receivables	(717		)	(408		)
Increase in inventory	(1,559		)	(138		)
Increase (decrease) in accounts payable and accrued expenses	166			(169		)
(Increase) decrease in prepaids and other current assets	(465		)	17
Net cash provided by (used in) operating activities	(1,180		)	2
Cash flows from investing activities:
Acquisitions of property and equipment	(51		)	(8		)
Acquisitions of intangible assets	(20		)	(8		)
Cash used in investing activities	(71		)	(16		)
Cash flows from financing activities:
Net borrowings (repayments) on line of credit	1,240			(85		)
Net cash provided by (used in) financing activities	1,240			(85		)
Net decrease in cash	(11		)	(99		)
Cash at beginning of year	70			169
Cash at end of year	$	59		$	70
Supplementary Disclosures of Cash Flow Information:
Cash paid during the year for interest	$	97		$	58
Cash paid during the year for income taxes	$	993		505

See notes to financial statements

F-4

Kiddopotamus and Company

  Statements of Stockholders’ Equity

 (Dollars in thousands)

	Preferred Stock			Common Stock			Additional Paid - in		(Accumulated deficit)
	Shares	Amount		Share	Amount		Capital		Retained earnings			Total Stockholders’ Equity
Balance at December 31, 2005	4,090,021	$	41	5,000,000	$	50	$	2,357	$	(2	)	$	2,446
Net income for the year									696			696
Balance at December 31, 2006	4,090,021	$	41	5,000,000	$	50	$	2,357	$	694		$	3,142
Net income for the year									1,359			1,359
Balance at December 31, 2007	4,090,021	$	41	5,000,000	$	50	$	2,357	$	2,053		$	4,501

See notes to financial statements

F-5

KIDDOPOTAMUS AND COMPANY

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and basis of presentation

Kiddopotamus and Company (the “Company”) was incorporated under the state laws of Colorado on December 16, 1997.  The Company designs, manufactures and distributes products for use with infants and young children.  Sales are generated both online and through specialty juvenile chains and independent juvenile stores in the United States, Canada, Europe and Asia.

Revenue Recognition

The Company records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Sales are recorded net of provisions for returns and allowances, customer discounts, and other sales related discounts. The Company bases its estimates for discounts, returns and allowances on negotiated customer terms and historical experience. Customers do not have the right to return products unless the products are defective. The Company records a reduction of sales for estimated future defective product deductions based on historical experience.

Sales incentives or other consideration given by the Company to customers that are considered adjustments of the selling price of its products, such as allowances and product placement fees, are reflected as reductions of revenue. Sales incentives and other consideration that represent costs incurred by the Company for assets or services received, such as the appearance of the Company’s products in a customer’s national circular ad, are reflected as selling, general and administrative expenses in the accompanying statements of income.

Trade Receivables

Trade receivables are reported at their outstanding unpaid principal balances reduced by an allowance for doubtful accounts. The Company estimates doubtful accounts based on historical bad debts, factors related to specific customers’ ability to pay and current economic trends. The Company writes off accounts receivable against the allowance when a balance is determined to be uncollectible.

Inventory

Inventory is comprised of finished goods and is stated at the lower of cost using the first-in, first-out (FIFO) method, or market (net realizable value).  The Company regularly reviews slow-moving and excess inventories, and writes down inventories to net realizable value if the ultimate expected proceeds from the disposals of excess inventory are less than the carrying cost of the merchandise.

Property and Equipment

Property and equipment are recorded at cost. The Company owns the molds used in the production of its products by third party manufacturers.

Depreciation is provided over the estimated useful lives of the respective assets using the straight-line method.

Goodwill and Other Intangible Assets

Goodwill relates to the 1998 acquisition of NuZone Products Corporation. The Company accounts for Goodwill in accordance with the Financial Accounting Standards Board adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS 142 requires that goodwill and intangible assets that have indefinite useful lives no longer be subject to amortization and be tested at least annually for impairment based on discounted cash flows.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered to be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition exceeds its carrying amount. The amount of impairment loss, if any, is measured as the difference between the net book value of the asset and its estimated fair value.

Patents are capitalized based on cost.  Patents are amortized on a straight-line basis over five years.

Trademarks are capitalized based on cost.  Trademarks are amortized on a straight-line basis over five years.

F-6

KIDDOPOTAMUS AND COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Stock

In 2003, the Company issued 4,090,021 shares of Series A Convertible Preferred Stock.  This stock has preferential rights with respect to cash dividends and upon liquidation of the Company.  In the event of liquidation, holders of Series A Convertible Preferred Stock will be entitled to their pro rata portion of the net proceeds, but not less than $.50122 per share.

Upon the occurrence of a liquidity event, all shares of Series A Convertible Preferred Stock shall be converted into a number of shares of common stock at a conversion rate as defined in the agreement.

The holders of Series A Convertible Preferred Stock are entitled to vote on all corporate matters.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. The Company maintains all cash deposits with financial institutions.  The Company has not experienced any losses on these accounts. The Company continuously evaluates the creditworthiness of its customers and monitors their payment patterns.

Shipping Costs

Shipping costs are included in selling expenses and amounted to approximately $193,000 and $54,000 for the years ended December 31, 2007 and 2006, respectively.

Advertising Costs

The Company charges advertising costs to expense as incurred. Advertising expense, which consists primarily of promotional and cooperative advertising allowances provided to customers, was approximately $954,00 and $698,000 for the years ended December 31, 2007 and 2006, respectively.

Product Liability and Warranty Reserves

The Company maintains insurance to protect against product liability claims. Premiums are charged as an expense during the period of coverage. In the normal course of business, the Company may offer warranties on certain of its products, generally limited to product replacement. A reserve would be recorded if the Company’s experience (including industry data) showed that there was a material exposure related to certain types of products; this experience would include looking at actual claims experience and other factors. To the extent the Company establishes that a material liability exists, a reserve is established and would be included in accrued liabilities. No liability was provided at December 31, 2007 and December 31, 2006 based on the historical claims experience of the Company.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Income Taxes

Income tax expense reflects the tax effects of transactions entering into the determination of pretax accounting income.  When revenues or expenses are reported in different accounting periods for financial and income tax reporting purposes, the related tax effects are deferred in accordance with the net change in liability method of accounting for deferred income taxes.  A valuation allowance is established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be recognized.

F-7

KIDDOPOTAMUS AND COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”), which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely that not” that the position is sustainable based on its technical merits. The provision of FIN 48 are effective for fiscal years beginning after December 15, 2007. The Company does not expect that FIN 48 will have a material effect on its financial condition or results of operations.

The Company does not believe that any other recently issued, but not yet effective accounting standards will have a material effect on the Company’s financial position, results of operations or cash flows.

2.  INTANGIBLE ASSETS

Intangible assets consist of the following (in 000’s):

	December 31, 2007		December 31, 2006
Patents and trademarks	$	75	$	56
Other	7		7
	82		63
Less accumulated amortization	38		28
	$	44	$	35

Amortization expense was approximately $11,000 and $12,000 in December 2007 and 2006, respectively.

Estimated amortization expense for Patents and Trademarks for the next five years are as follows (in 000’s):

2008	$	11
2009		6
2010		2
2011		2
2012		2

3. PROPERTY AND EQUIPMENT

Property and equipment, consist of (in $000’s):

	December 31, 2007		December 31, 2006		Depreciation/Period
Computer hardware and software	$	31	$	29	5 years
Molds, tools and dies	23		23		3 years
Office equipment	6		6		7 years
Trade show equipment	49				3 years
Vehicles	9		9		5 years
	118		67
Less accumulated depreciation	65		41
Property and equipment, net	$	53	$	26

Depreciation for 2007 and 2006 was approximately $23,000 and $11,000 respectively, and is included in selling, general and administrative expenses in the accompanying statements of income.

F-8

4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following (in $000’s):

	December 31, 2007		December 31, 2006
Accounts payable	$	179
Customer allowances	225		$	225
Income taxes payable	71		218
Other (none in excess of 5% of current liabilities)	258		124
Total	$	733	$	567

5. LINE OF CREDIT

The Company had a revolving working capital line of credit with a bank which originated on June 27, 2005 and was renewed on June 27, 2007.  The line was subsequently increased in August 2007 and matures in August 2008.  The maximum amount available under the agreement is $3,000,000, of which $1,750,000 and $510,000 were outstanding at December 31, 2007 and 2006, respectively.  Interest is payable at the bank’s prime rate, but not less than 6% (7.25% at December 31, 2007).  The note is secured by a commercial security agreement including substantially all accounts receivable, inventory, general intangibles and equipment.  The agreement is also secured by assignment of two life insurance policies.

As of December 31, 2007 and 2006, the Company was in compliance with the financial covenants associated with this debt.

6: INCOME TAXES

The following is a summary of the provision for income tax (in 000’s):

	December 31, 2007			December 31, 2006
Taxes currently payable	$	844		$	475
Deferred income taxes	1			(17			)
	$		845	$		458

The provision varies from the amounts computed using statutory rates because of non-deductible expenses (e.g., officer’s life insurance) and the effect of state income taxes.

Deferred income taxes result primarily from use of the allowance method of accounting for doubtful accounts receivable for financial reporting purposes and the direct write-off method for income tax purposes; use of accelerated depreciation methods for income tax purposes and from amortization of goodwill for income tax purposes.

A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense is shown below (in 000’s):

	December 31, 2007		December 31, 2006
Computed at the statutory rate	$	750	392
Increase (decrease) resulting from:
Non deductible items	1		1
State income taxes - net of federal tax benefit	93		66
Officer life premiums	1
401(k) credit			(1	)
Actual tax provision	$	845	458

F-9

The tax effects of temporary differences related to deferred taxes shown on the balance sheets were:

	December 31, 2007			December 31, 2006
Deferred tax assets:
Allowance for doubtful accounts	$	78		$	79
Inventory reserve	150			150
Customer return reserve	40			40
	268			269
Deferred tax liabilities:
Depreciation and amortization	(25		)	(25		)
	(25		)	(25		)
Net deferred tax asset	$	243		$	244

The above net deferred tax asset is presented on the balance sheets as follows:
	December 31, 2007			December 31, 2007
Deferred tax asset - current	$	268		$	269
Deferred tax asset - long term	(25		)	(25		)
Net deferred tax asset	$	243		$	244

7. PROFIT SHARING PLAN

Effective January 1, 2006, the Company sponsored a profit sharing 401(k) plan covering substantially all eligible employees.  Employees may elect to contribute up to 4% of their individual compensation to the plan.  The Company matches 100% of the first 4% of employee contributions to the plan.  Employees are 100% vested in the Company’s matching contribution.  The Company may also make discretionary profit sharing contributions to the plan.  Discretionary contributions vest at a rate of 20% annually, beginning in the second year of anemployee’s service, and fully vests in six years. The company’s 2007 and 2006 matching contribution totaled $10,814 and $8,278, respectively.

8. MAJOR CUSTOMERS

Sales to one customer comprised approximately 58% of net revenues for the year ended December 31, 2007. Amounts due from this customer comprised approximately 73% of trade receivables at December 31, 2007.

Sales to one customer comprised approximately 58% of net revenues for the year ended December 31, 2006.

9. COMMITMENTS AND CONTINGENCIES

Lease Agreement

The Company leases office space under terms of an operating lease agreement through January 2009.

As of December 31, 2007, future minimum lease payments are as follows (in 000’s):

2008	$	53
2009	5
	$	58

Rent expense was approximately $53,000 and $41,000 for the years ended December 31, 2007 and 2006, respectively.

Customer Agreements

The Company enters into annual agreements with its customers in the normal course of business. These agreements define the terms of product sales including in some instances cooperative advertising costs and product return privileges (for defective

F-10

products only) or defective allowances (which are based upon historical experience). These contracts are generally annual in nature and obligate the Company only as to products actually sold to the customer.

Agreements and Lease Commitments

The Company has entered into formal leases with providers of computer and communication equipment. These leases in the aggregate represent minimum monthly payments of approximately $1,000 which expire at various times through August 2010.

The Company entered into an agreement with a shipping company for a 36 month period with a minimum monthly cost commitment of $2,000.

Approximate future minimum rental payments due under these leases are as follows (in $000’s):

Year Ending
2008	$	36
2009	27
2010	2
	$	65

10. SUBSEQUENT EVENT

On April 18, 2008, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), among Summer Infant, Inc., Kiddo Acquisition Co., Inc., a wholly-owned subsidiary of Summer Infant, Inc., (“Merger Sub”), Kiddopotamus and Company (“Kiddopotamus”), J. Chris Snedeker, Kristen Peterson Snedeker and Thomas K. Manning, under which the Company was acquired by Summer Infant Inc., a leading manufacturer and supplier of infant nursery, travel and feeding accessories. Pursuant to the terms of the Merger Agreement, on April 18, 2008, Merger Sub merged with and into Summer Infant, Inc., with the company continuing as the surviving entity (the “Merger”). As a result of the Merger, the Company became an indirect, wholly-owned subsidiary of Summer Infant, Inc.

Under the merger agreement, the total purchase price paid by Summer Infant, Inc. to the holders of the Company’s common and preferred stock, plus the payment of various closing expenses, was $12,500,000. Of the total purchase price, approximately $9,600,000 was received in cash, and approximately $2,900,000 was received by the issuance of 697,890 unregistered shares of Summer Infant, Inc.’s common stock at $4.126 per share, which represented the ten day trading average on Summer Infant, Inc., ending on the trading day two business days prior to the closing of the merger. Each holder of the Company’s common and preferred stock (other than J. Chris Snedeker and Kristen Peterson Snedeker (the “Principal Stockholders”)) elected to receive their allocation of the total net purchase price in cash. As required by the Merger Agreement, the Principal Stockholders received one half of their allocation of the total net purchase price in shares and one half in cash.

Summer Infant, Inc. funded the cash portion of the total net purchase price with borrowings under its two new secured credit facilities. Approximately 10% of the total net purchase price was deposited in escrow to secure the post-closing indemnification obligations of the former Company stockholders, including the Principal Stockholders, under the terms of the Merger Agreement.

F-11

EX-99.3

Exhibit 99.3

Kiddopotamus and Company

Condensed Balance Sheet (Unaudited)

(In thousands of dollars)

	March 31, 2008		March 31, 2007
ASSETS
CURRENT ASSETS
Cash			$	34
Trade receivables, net of allowance for doubtful accounts of $198 as of March 31, 2008 and $199 as of March 31, 2007	$	2,284	2,389
Inventory	3,258		1,419
Prepaids and other current assets	470		932
Deferred tax assets	268		269
TOTAL CURRENT ASSETS	6,280		5,043
Property and equipment, net	48		55
Goodwill	49		49
Other intangible assets, net	52		33
Other assets	2		2
TOTAL ASSETS	$	6,431	$	5,182
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Line of credit	$	218	$	790
Accounts payable and accrued expenses	1,125		881
TOTAL CURRENT LIABILITIES	1,343		1,671
Deferred tax liabilities	25		25
TOTAL LIABILITIES	1,368		1,696
STOCKHOLDERS’ EQUITY
Series A Convertible Preferred Stock; par value of $.01; 5,000,000 shares authorized, 4,090,021 shares issued and outstanding.	41		41
Common stock, par value of $.01 per share; 10,000,000 shares authorized, 5,000,000 shares issued and outstanding	50		50
Additional paid-in capital	2,357		2,357
Retained earnings	2,615		1,038
TOTAL STOCKHOLDERS’ EQUITY	5,063		3,486
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,431	$	5,182

F-1

Kiddopotamus and Company

Condensed Statement of Income (Unaudited)

(In thousands of dollars)

	Three Months Ended March 31, 2008			Three Months Ended   March 31, 2007
Net revenues	$	3,789		$	3,189
Cost of goods sold	2,245			1,912
GROSS PROFIT	1,544			1,277
Selling, general & administrative expenses	758			696
OPERATING INCOME	786			581
OTHER INCOME (EXPENSE)
Interest expense	(27		)	(13		)
Other income	64
INCOME BEFORE PROVISION FOR INCOME TAXES	823			568
Income tax expense	262			224
NET INCOME	$	561		344

F-2

Kiddopotamus and Company

 Statements of Cash Flows

 (Dollars in thousands)

	Three Months Ended
	March 31, 2008			March 31, 2007
Cash flows from operating activities:
Net income	$	561		$	344
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization	6			6
Deferred taxes	—			—
Changes in assets and liabilities
Increase in trade receivables	(14		)	(836		)
Increase (decrease) in inventory	(26		)	254
Increase in accounts payable and accrued expenses	392			314
Decrease (increase) in prepaids and other current assets	562			(365		)
Net cash provided by (used in) operating activities	1481			(283		)
Cash flows from investing activities:
Acquisitions of property and equipment	(8		)	(33		)
Acquisitions of intangible assets	—			—
Cash used in investing activities	(8		)	(33		)
Cash flows from financing activities:
Net borrowings (repayments) on line of credit	(1532		)	280
Net cash (used in) provided by financing activities	(1532		)	280
Net decrease in cash	(59		)	(36		)
Cash at beginning of period	59			70
Cash at end of period	$	0		$	34

See notes to financial statements

F-3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying interim condensed financial statements of Kiddopotamus and Company are unaudited, but in the opinion of management, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results for the interim periods. Accordingly, they do not include all information and notes required by generally accepted accounting principles for complete financial statements. The results of operations for interim periods are not necessarily indicative of results to be expected for the entire fiscal year or any other period. These interim financial statements should be read in conjunction with the Company’s financial statements and notes for the year ended December 31, 2007 elsewhere in this document.

F-4

EX-99.4

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated balance sheet combines Summer Infant, Inc. (“Summer”) historical balance sheets and those of Kiddopotamus as of March 31, 2008, giving effect to the transactions described in the Acquisition Agreement as if they had occurred on March 31, 2008.  The following unaudited pro forma condensed consolidated statements of income combine (i) Summer’s historical statement of income for the three months ended March 31, 2008 with those of Kiddopotamus for the three months ended March 31, 2008 and (ii) Summer’s historical statement of income for the year ended December 31, 2007 with those of Kiddopotamus for the year ended December 31, 2007, in each case giving effect to the acquisition as if it had occurred on January 1, 2007.

Under the purchase method of accounting, the preliminary purchase price has been allocated to the net tangible and intangible assets acquired and liabilities assumed, based on preliminary estimates, which assume that historical cost approximates fair value of the assets and liabilities of Summer.  As such, management estimates that a substantial portion of the excess purchase price will be allocated to non-amortizable intangible assets.  These estimates are subject to change upon the finalization of the valuation of certain assets and liabilities and may be adjusted in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations.

We are providing this information to aid you in your analysis of the financial aspects of the acquisition.  The unaudited pro forma condensed consolidated financial statements described above should be read in conjunction with Summer’s financial statements and those of Kiddopotamus and the related notes thereto.  The pro forma adjustments are preliminary and the unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the acquisition taken place on the dates noted, or of Summer’s future financial position or operating results.

F-1

Unaudited Pro Forma Condensed Consolidated Balance Sheet

March 31, 2008

(In thousands of dollars)

	Summer			Kiddopotamus		Adjustments			Pro forma
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,283							$	2,283
Trade receivables, net of allowances for doubtful accounts	26,570			$	2,284				28,854
Inventory, primarily finished goods	22,251			3,258					25,509
Prepaids and other current assets	934			470					1,404
Deferred tax assets	134			268					402
TOTAL CURRENT ASSETS	52,172			6,280					58,452
Property and equipment, net	9,657			48					9,705
Goodwill	36,193			49		$	7,461	(a)	43,703
Other intangible assets, net	9,407			52					9,459
Other Assets	216			2					218
TOTAL ASSETS	$	107,645		$	6,431	$	7,461		$	121,537
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Line of credit	$	28,213		$	218	$	9,621	(a)	$	38,052
Accounts payable and accrued expenses	18,568			1,125					19,693
Current portion of long term liabilities	273								273
TOTAL CURRENT LIABILITIES	47,054			1,343		9,621			58,018
Long term liabilities, less current portion	4,008								4,008
Deferred tax liabilities	548			25					573
TOTAL LIABILITIES	51,610			1,368		9,621			62,599
STOCKHOLDERS’ EQUITY
Series A Convertible Preferred Stock				41		(41		)(b)
Common stock	1			50		(50		)(b)	1
Additional paid-in capital	50,946			2,357		(2,357		)(b)	53,849
						2,903		(a)
Retained earnings	5,099			2,615		(2,615		)(b)	5,099
Accumulated other comprehensive loss	(11		)						(11		)
TOTAL STOCKHOLDERS’ EQUITY	56,035			5,063		(2,160		)	58,938
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	107,645		$	6,431	$	7,461		$	121,537

F-2

Unaudited Pro Forma Condensed Consolidated Statement of Income and Per Share Data

Three Months Ended March 31, 2008

(In thousands of dollars, except for per share amounts)

	Summer			Kiddopotamus			Adjustments			Pro forma
Net revenues	$	28,425		$	3,789					$	32,214
Cost of goods sold	18,490			2,245						20,735
GROSS PROFIT	9,935			1,544						11,479
Selling, general & administrative expenses	7,887			758						8,645
OPERATING INCOME	2,048			786						2,834
OTHER INCOME (EXPENSE)
Interest expense	(382		)	(27		)	$	(121	)(c)	(530		)
Other income				64						64
INCOME BEFORE PROVISION FOR INCOME TAXES	1,666			823			(121		)	2,368
Income tax expense	662			262			(48		)(d)	876
NET INCOME	$	1,004		$	561		$	(73	)	$	1,492
Weighted average number of shares outstanding:
Basic and diluted	13,907,892						697,890		(a)	14,605,782
Net income per share:
Basic and diluted	$	.07								$	.10

F-3

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except for per share amounts)

a)To record the purchase of all the stockholders’ equity of Kiddopotamus and the allocation of the purchase price to assets acquired and liabilities assumed as follows:

Calculation of allocable purchase price (in $000’s):

	March 31, 2008
Cash	$	9,137
Stock	2,879		*
Capitalized transaction costs	484
Purchase Price	$	12,500

Estimated allocation of purchase price:

Kiddopotamus, net assets acquired:

	March 31, 2008			Asset Life
Trade Receivables	$	2,284
Inventory	3,258
Prepaids, and other current assets	470
Deferred tax assets	268
Property and equipment, net	48
Other intangible assets, net	52
Other assets	2
Line of credit	(218		)
Accounts payable	(1,125		)
	5,039
Goodwill (residual)	7,461			Indefinite
Total allocable purchase price	$	12,500

* The stock portion of the acquisition consists of 697,890 shares at a price per share of $4.126, which was the average closing price of a share of Summer common stock for the 10 consecutive trading days prior to public announcement by Summer of the contemplated purchase of the stockholders’ equity of Summer.

b)To state pre-acquisition equity at Kiddopotamus.

c)To record increased interest expense due to the increase in debt required to fund the Kiddo acquisition.

d)To record increased state and federal income taxes at 40%.

Purchase Accounting Adjustment

Under the purchase method of accounting, the total preliminary purchase price has been allocated to the net tangible and intangible assets acquired and liabilities assumed, based on various preliminary estimates of their face values by Summer management.  Management’s estimates and assumptions are subject to change upon the finalization of the valuation and may be adjusted in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations.  The purchase price allocation is not finalized.  Valuations of customer relationships, trade name and intellectual property, have not been completed.  Management has assumed that carrying value approximates fair value for certain tangible assets and liabilities of Summer Infant, Inc.  Some of these assets, such as goodwill, will be non-amortizable; other assets will be amortized over their useful lives.

Under the purchase method of accounting, the financial statements of the acquiring entity remain unchanged and the Acquisition will be recorded as of the closing date, reflecting the assets and liabilities of Kiddopotamus (the target), at their acquisition date fair values.  Intangible assets that are identifiable are recognized separately from goodwill which is measured and recognized as the excess of the fair value of Kiddo, as a whole, over the net amount of the recognized identifiable assets acquired and liabilities assumed.  The results of operations of Kiddopotamus will be included in the results of the combined entity from the date of acquisition forward.

The preliminary allocation of the purchase price for accounting purposes was based upon preliminary estimates and assumptions that are subject to change upon the finalization of the transaction and the related valuations.  While it is possible that these estimates may change, management does not anticipate that there will be a material change to the purchase price allocation as a result of any changes to these preliminary estimates.

F-4

Unaudited Pro Forma Condensed Consolidated Statement of Income and Per Share Data

Year Ended December 31, 2007

(In thousands of dollars, except for per share amounts)

	Summer		Kiddopotamus			Adjustments			Pro forma
Net revenues	$	68,117	$	13,256					$	81,373
Cost of goods sold	42,356		7,794						50,150
GROSS PROFIT	25,761		5,462						31,223
Selling, general & administrative expenses	21,196		3,232						24,428
OPERATING INCOME	4,565		2,230						6,795
OTHER INCOME (EXPENSE)
Interest income (expense)	228		(97		)	$	(673	)(c)	(542		)
Other income			71						71
INCOME BEFORE PROVISION FOR INCOME TAXES	4,793		2,204			(673		)	6,324
Income tax expense	1,678		845			(269		)(d)	2,254
NET INCOME	$	3,115	$	1,359		$	(404	)	$	4,070
Weighted average number of shares outstanding:
Basic	13,426,000					697,890		(a)	14,123,890
Diluted	13,507,000					697,890		(a)	14,204,890
Net income per share:
Basic	$	.23							$	.29
Diluted	$	.23							$	.29

F-5