SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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


                Date of Report (Date of Earliest Event Reported):
                                  July 3, 1996



                                CHILDROBICS, INC.
- --------------------------------------------------------------------------------

             (Exact Name of Registrant as Specified in its Charter)

    New York                        0-25110                        11-3163443
- ----------------                 ----------------                ---------------
(State or other                  (Commission File                (IRS Employer
 jurisdiction of                    Number)                       Identification
 incorporation)                                                   No.)

                                200 Smith Street
                           Farmingdale, New York 11735
                    ----------------------------------------
                    (Address of principal executive offices)

                    Registrant's Telephone Number, including
                            area code: (516) 694-0999



               --------------------------------------------------
                 (Former Address, if changed since last report)





<PAGE>

Item 5.           Other Events.
                  -------------

         Employment Termination and Option Termination Agreement.
         --------------------------------------------------------

                  On July 3, 1996,  Childrobics,  Inc. (the  "Company")  entered
into  an  Employment   Termination   and  Option   Termination   Agreement  (the
"Termination  Agreement") with Salvatore Casaccio, the Company's Chairman, Chief
Executive  Officer  and a  Director  of the  Company;  A.  Joseph  Melnick,  the
Company's  President,  Chief Operating  Officer,  Chief Financial  Officer and a
Director of the Company;  and Richard  Bartlett,  the Company's  Executive  Vice
President and a Director of the Company (collectively, the "Officers"). Pursuant
to the terms of the Termination Agreement, the Officers have agreed to terminate
their  employment  agreements  with the  Company,  to  resign  as  officers  and
Directors of the Company and to relinquish certain options previously granted to
them by the Company,  in exchange  for which each of the  Officers  will receive
$200,000 (plus  reimbursement  for certain expenses not to exceed $17,000 in the
aggregate,  and in the case of Mr.  Bartlett,  the repayment of loans previously
made by Mr.  Bartlett to the  Company in the amount of $77,620)  and each of the
Officers  will be granted  options to purchase  300,000  shares of the Company's
Common Stock at an exercise price of $.01 per share.  Of the payments to be made
to the Officers pursuant to the Termination Agreement,  $50,000 shall be payable
to each of the Officers at the closing of the  Termination  Agreement  (plus the
expense  reimbursement and loan repayment referenced above) and the remainder of
such obligations with respect to the payments to be made to the Officers will be
evidenced by notes to be issued by the Company in favor of each of the Officers,
which  will be due one  year  from  the  closing  of the  Termination  Agreement
(subject to certain mandatory  prepayments) and will be secured by the assets of
Group Coin Associates,  Inc., a subsidiary of the Company.  The Company has also
agreed to use its best efforts to register the sale of the shares issuable upon

                                      - 2 -






<PAGE>


exercise of such options,  subject to certain  restrictions  on the sale of such
shares by the Officers.  In addition,  pursuant to the terms of the  Termination
Agreement, at the closing, the Company will transfer to Mr. Casaccio, all of the
outstanding  shares  of  stock  of  Bayridge  Playrobics,   Inc.,  Third  Avenue
Playrobics,  Inc., and East Side  Playrobics,  Inc., the Company's  subsidiaries
which operate the Company's playcenters in Bayside,  Brooklyn and Manhattan, New
York, respectively,  and will also transfer to Mr. Casaccio all of the assets of
the Company which are used in the operation of the Company's  playcenter located
at Avenue U in  Brooklyn,  New  York.  At the  closing,  the  Company  will also
transfer to Messrs.  Casaccio and Bartlett,  the Company's  stock in Fun Station
USA of  Staten  Island,  Inc.,  the  Company's  subsidiary  which  operates  the
Company's playcenter in Staten Island, New York.

         The closing of the Termination  Agreement is subject to the fulfillment
of certain conditions, and there can be no assurance that the conditions will be
satisfied and that the closing of the Termination Agreement will occur.

         The foregoing summary of the Termination Agreement is incomplete and is
qualified in its entirety by  reference  to the copy of the  agreement  filed as
Exhibit 1 annexed hereto.

         Appointment of Two New Directors
         --------------------------------

                  At a special  meeting of the Board of Directors  (the "Board")
held on July 3, 1996,  the Company  increased the number of members of the Board
from three to five members and appointed  Conrad J. Gunther,  Jr. and Douglas B.
Fox to serve as members of the Board.

         Prior to the closing of the  Termination  Agreement,  the Officers have
agreed to refrain from taking  certain  actions  without the  unanimous  written
consent of the Board, including Messrs. Gunther and Fox.

                                      - 3 -

<PAGE>


         In addition,  as  compensation  for agreeing to serve as members of the
Board,  the Company  has agreed to elect each of Messrs.  Gunther and Fox on the
following terms:

         (a) Each of Messrs.  Gunther and Fox will receive an annual retainer of
$18,000 per year,  payable  semiannually in equal  installments,  with the first
such payment  being due within 30 days from their  appointment  to the Board and
the next payment six months thereafter (Thereafter payable on January 1 and July
1 each year);

         (b) Each of Messrs. Gunther and Fox will receive $1,000 for each formal
meeting of the Board and $500 for each meeting of the Compensation Committee,
all payable on the day of such meeting;

         (c) Each of Messrs. Gunther and Fox were retained as consultants to the
Company for a 60-day period  commencing on the date of their  appointment to the
Board for a fee of  $20,000  each,  in order to assist  the  Company  in certain
proposed transactions,  including the evaluation and negotiation of the proposed
acquisition of Just Kiddie Rides, Inc.;

         (d) Each of Messrs.  Gunther and Fox were granted  options,  subject to
shareholder approval, to purchase 100,000 shares of common stock of the Company,
exercisable  at $.10 per  share,  such  options  to vest in three  installments,
50,000 of which shall vest on the date of election to the Board and the next two
installments  of 25,000 options to vest on the next two  anniversaries  thereof,
provided,  however  all  such  options  shall  immediately  vest  under  certain
circumstances  (The  shares  issuable  upon  exercise  of such  options are also
subject to  restriction  on sale without the consent of the Company for a period
of two years); and

         (h) The Company agreed to grant to each of Messrs.  Gunther and Fox, at
a later date, subject to shareholder approval, options to purchase an additional

                                      - 4 -

<PAGE>



100,000  shares of common stock of the Company,  exercisable  at $.10 per share,
such  options to vest in three  installments,  50,000 of which shall vest on the
date of grant of such options and the next two installments of 25,000 options to
vest on the next two anniversaries thereof,  provided,  however all such options
shall  immediately  vest under certain  circumstances  (The shares issuable upon
exercise of such  options are also  subject to  restriction  on sale without the
consent of the Company for a period of two years).

         Mr.  Gunther  has been a business  development  manager  and  financial
advisor with the Allied Group, a privately-owned insurance brokerage firm, since
1995. He also served as Chief Operating  Officer and Executive Vice President of
North Fork Bancorporation, a publicly-traded company, from 1989 to 1995.

         Since 1994,  Mr. Fox has been employed  with  Landmark  Communications,
Inc.  ("Landmark"),  a  multi-divisional  media  company  and  served  as  Chief
Operating  Officer-President of Publishing and Video Games of Landmark from June
1994 to November 1995. Mr. Fox joined Times Mirror,  Inc., a newspaper group, in
1987 and served as Corporate Vice  President-Marketing  from October 1987 to May
1994 and as  President  and Chief  Operating  Officer of New York  Newsday  from
September 1990 to October 1992.

                  Acquisition of Just Kiddie, Inc.
                  --------------------------------

                  On July 3, 1996, the Company  entered into a revised letter of
intent with Just  Kiddie  Rides,  Inc.  ("Just  Kiddie"),  pursuant to which the
Company  will  acquire  all  or  substantially  all  (either  by  merger,  asset
acquisition or stock purchase) of Just Kiddie (the "Acquisition").

         The letter of intent  contemplates that the purchase price will consist
of $1,000,000  and  3,273,750  shares of the  Company's  Common Stock,  of which
250,000  shares of Common  Stock will  entitle  the  holders  thereof to certain
registration  rights in connection  with  registration  statements  filed by the
Company. In

                                      - 5 -

<PAGE>



addition,  the letter of intent  contemplates that Gerard A. Reda, the President
of Just  Kiddie  will  enter  into an  employment  agreement  with the  Company,
pursuant to which Mr. Reda will become President and Chief Executive  Officer of
the Company, will receive initial annual compensation of $250,000 per year, will
become a member of the Company's  Board of Directors and will be granted options
to  purchase  200,000  shares of the  Company's  Common  Stock,  subject  to the
Company's achieving certain net income levels for the two fiscal years following
Mr. Reda's  employment  with the Company.  The  obligations  with respect to the
payments to be made to Just Kiddie pursuant to the Acquisition will be evidenced
by notes to be issued by the Company in favor of Just Kiddie,  which will be due
one year from the  closing  of the  Acquisition  (subject  to  certain  proposed
mandatory  prepayments)  and  will  be  secured  by a  pledge  of  stock  of the
subsidiary  of the  Company  holding  the assets of Just  Kiddie  following  the
Acquisition.

                  Just Kiddie has agreed,  for a period of 60 days commencing on
the  date  of the  letter  of  intent  relating  to  the  Acquisition,  to  deal
exclusively  with the Company in  connection  with the sale of capital  stock or
assets of Just Kiddie,  any financing  transaction  for Just Kiddie,  subject to
certain exceptions, or the merger or joint venture of Just Kiddie with any other
entity  (all such  transactions  being  referred  to  herein as an  "Acquisition
Transaction"), and that Just Kiddie shall not solicit, initiate or encourage any
offer,  proposal or inquiry from, or engage in negotiations with, or provide any
information to, any  corporation,  partnership,  person or other entity or group
with respect to any  Acquisition  Transaction  nor shall Just Kiddie  accept any
proposal with respect to an Acquisition Transaction.

                  The letter of intent is not (except  for  certain  provisions,
including the exclusive negotiation provision described above) a binding

                                      - 6 -

<PAGE>



agreement  and is subject to a number of  conditions  to closing,  including due
diligence by both of the parties which is ongoing, and there can be no assurance
that the Company will  consummate the  Acquisition on the terms set forth in the
letter of intent or at all.

                  The foregoing  summary of the letter of intent with respect to
the  Acquisition  is incomplete and is qualified in its entirety by reference to
the copy of the letter of intent filed as Exhibit 2 annexed hereto.

         Item 7.           Financial Statements and Exhibits.
                           ----------------------------------

                           (c)      Exhibits

                                    1.   Employment   Termination   and   Option
Termination  Agreement, dated July 3, 1996, among Salvatore  Casaccio, A. Joseph
Melnick, Richard Bartlett and Childrobics, Inc.

                                    2.  Letter of  Intent,  dated  July 3, 1996,
among Just Kiddie Rides, Inc. and Childrobics, Inc.

                                    3. Press  Release  issued by the  Company on
July 10, 1996.


















                                      - 7 -

<PAGE>


         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. 

July 10, 1996

                                        CHILDROBICS, INC.

                                        By: /s/ Salvatore Casaccio
                                        ---------------------------
                                            Salvatore Casaccio
                                            Chairman and Chief Executive Officer















                                      - 8 -
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{"company-data": {"conformed-name": "CHILDROBICS INC", "cik": "0000921685", "assigned-sic": "7900", "irs-number": "113163443", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25110", "film-number": "96593251"}, "business-address": {"street1": "200 SMITH STREET", "city": "FARMINGDALE", "state": "NY", "zip": "11735", "phone": "5166960999"}, "mail-address": {"street1": "200 SMITH STREET", "city": "FARMINGDALE", "state": "NY", "zip": "11735"}, "former-company": {"former-conformed-name": "PLAYROBICS INC", "date-changed": "19940414"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                Date of Report (Date of Earliest Event Reported):
                                  July 3, 1996

                                CHILDROBICS, INC.
- --------------------------------------------------------------------------------

             (Exact Name of Registrant as Specified in its Charter)

    New York                        0-25110                        11-3163443
- ----------------                 ----------------                ---------------
(State or other                  (Commission File                (IRS Employer
 jurisdiction of                    Number)                       Identification
 incorporation)                                                   No.)

                                200 Smith Street
                           Farmingdale, New York 11735
                    ----------------------------------------
                    (Address of principal executive offices)

                    Registrant's Telephone Number, including
                            area code: (516) 694-0999

               --------------------------------------------------
                 (Former Address, if changed since last report)
Item 5.           Other Events.
                  -------------

         Employment Termination and Option Termination Agreement.
         --------------------------------------------------------

                  On July 3, 1996,  Childrobics,  Inc. (the  "Company")  entered
into  an  Employment   Termination   and  Option   Termination   Agreement  (the
"Termination  Agreement") with Salvatore Casaccio, the Company's Chairman, Chief
Executive  Officer  and a  Director  of the  Company;  A.  Joseph  Melnick,  the
Company's  President,  Chief Operating  Officer,  Chief Financial  Officer and a
Director of the Company;  and Richard  Bartlett,  the Company's  Executive  Vice
President and a Director of the Company (collectively, the "Officers"). Pursuant
to the terms of the Termination Agreement, the Officers have agreed to terminate
their  employment  agreements  with the  Company,  to  resign  as  officers  and
Directors of the Company and to relinquish certain options previously granted to
them by the Company,  in exchange  for which each of the  Officers  will receive
$200,000 (plus  reimbursement  for certain expenses not to exceed $17,000 in the
aggregate,  and in the case of Mr.  Bartlett,  the repayment of loans previously
made by Mr.  Bartlett to the  Company in the amount of $77,620)  and each of the
Officers  will be granted  options to purchase  300,000  shares of the Company's
Common Stock at an exercise price of $.01 per share.  Of the payments to be made
to the Officers pursuant to the Termination Agreement,  $50,000 shall be payable
to each of the Officers at the closing of the  Termination  Agreement  (plus the
expense  reimbursement and loan repayment referenced above) and the remainder of
such obligations with respect to the payments to be made to the Officers will be
evidenced by notes to be issued by the Company in favor of each of the Officers,
which  will be due one  year  from  the  closing  of the  Termination  Agreement
(subject to certain mandatory  prepayments) and will be secured by the assets of
Group Coin Associates,  Inc., a subsidiary of the Company.  The Company has also
agreed to use its best efforts to register the sale of the shares issuable upon

                                      - 2 -
exercise of such options,  subject to certain  restrictions  on the sale of such
shares by the Officers.  In addition,  pursuant to the terms of the  Termination
Agreement, at the closing, the Company will transfer to Mr. Casaccio, all of the
outstanding  shares  of  stock  of  Bayridge  Playrobics,   Inc.,  Third  Avenue
Playrobics,  Inc., and East Side  Playrobics,  Inc., the Company's  subsidiaries
which operate the Company's playcenters in Bayside,  Brooklyn and Manhattan, New
York, respectively,  and will also transfer to Mr. Casaccio all of the assets of
the Company which are used in the operation of the Company's  playcenter located
at Avenue U in  Brooklyn,  New  York.  At the  closing,  the  Company  will also
transfer to Messrs.  Casaccio and Bartlett,  the Company's  stock in Fun Station
USA of  Staten  Island,  Inc.,  the  Company's  subsidiary  which  operates  the
Company's playcenter in Staten Island, New York.

         The closing of the Termination  Agreement is subject to the fulfillment
of certain conditions, and there can be no assurance that the conditions will be
satisfied and that the closing of the Termination Agreement will occur.

         The foregoing summary of the Termination Agreement is incomplete and is
qualified in its entirety by  reference  to the copy of the  agreement  filed as
Exhibit 1 annexed hereto.

         Appointment of Two New Directors
         --------------------------------

                  At a special  meeting of the Board of Directors  (the "Board")
held on July 3, 1996,  the Company  increased the number of members of the Board
from three to five members and appointed  Conrad J. Gunther,  Jr. and Douglas B.
Fox to serve as members of the Board.

         Prior to the closing of the  Termination  Agreement,  the Officers have
agreed to refrain from taking  certain  actions  without the  unanimous  written
consent of the Board, including Messrs. Gunther and Fox.

                                      - 3 -
In addition,  as  compensation  for agreeing to serve as members of the
Board,  the Company  has agreed to elect each of Messrs.  Gunther and Fox on the
following terms:

         (a) Each of Messrs.  Gunther and Fox will receive an annual retainer of
$18,000 per year,  payable  semiannually in equal  installments,  with the first
such payment  being due within 30 days from their  appointment  to the Board and
the next payment six months thereafter (Thereafter payable on January 1 and July
1 each year);

         (b) Each of Messrs. Gunther and Fox will receive $1,000 for each formal
meeting of the Board and $500 for each meeting of the Compensation Committee,
all payable on the day of such meeting;

         (c) Each of Messrs. Gunther and Fox were retained as consultants to the
Company for a 60-day period  commencing on the date of their  appointment to the
Board for a fee of  $20,000  each,  in order to assist  the  Company  in certain
proposed transactions,  including the evaluation and negotiation of the proposed
acquisition of Just Kiddie Rides, Inc.;

         (d) Each of Messrs.  Gunther and Fox were granted  options,  subject to
shareholder approval, to purchase 100,000 shares of common stock of the Company,
exercisable  at $.10 per  share,  such  options  to vest in three  installments,
50,000 of which shall vest on the date of election to the Board and the next two
installments  of 25,000 options to vest on the next two  anniversaries  thereof,
provided,  however  all  such  options  shall  immediately  vest  under  certain
circumstances  (The  shares  issuable  upon  exercise  of such  options are also
subject to  restriction  on sale without the consent of the Company for a period
of two years); and

         (h) The Company agreed to grant to each of Messrs.  Gunther and Fox, at
a later date, subject to shareholder approval, options to purchase an additional

                                      - 4 -
100,000  shares of common stock of the Company,  exercisable  at $.10 per share,
such  options to vest in three  installments,  50,000 of which shall vest on the
date of grant of such options and the next two installments of 25,000 options to
vest on the next two anniversaries thereof,  provided,  however all such options
shall  immediately  vest under certain  circumstances  (The shares issuable upon
exercise of such  options are also  subject to  restriction  on sale without the
consent of the Company for a period of two years).

         Mr.  Gunther  has been a business  development  manager  and  financial
advisor with the Allied Group, a privately-owned insurance brokerage firm, since
1995. He also served as Chief Operating  Officer and Executive Vice President of
North Fork Bancorporation, a publicly-traded company, from 1989 to 1995.

         Since 1994,  Mr. Fox has been employed  with  Landmark  Communications,
Inc.  ("Landmark"),  a  multi-divisional  media  company  and  served  as  Chief
Operating  Officer-President of Publishing and Video Games of Landmark from June
1994 to November 1995. Mr. Fox joined Times Mirror,  Inc., a newspaper group, in
1987 and served as Corporate Vice  President-Marketing  from October 1987 to May
1994 and as  President  and Chief  Operating  Officer of New York  Newsday  from
September 1990 to October 1992.

                  Acquisition of Just Kiddie, Inc.
                  --------------------------------

                  On July 3, 1996, the Company  entered into a revised letter of
intent with Just  Kiddie  Rides,  Inc.  ("Just  Kiddie"),  pursuant to which the
Company  will  acquire  all  or  substantially  all  (either  by  merger,  asset
acquisition or stock purchase) of Just Kiddie (the "Acquisition").

         The letter of intent  contemplates that the purchase price will consist
of $1,000,000  and  3,273,750  shares of the  Company's  Common Stock,  of which
250,000  shares of Common  Stock will  entitle  the  holders  thereof to certain
registration  rights in connection  with  registration  statements  filed by the
Company. In

                                      - 5 -
addition,  the letter of intent  contemplates that Gerard A. Reda, the President
of Just  Kiddie  will  enter  into an  employment  agreement  with the  Company,
pursuant to which Mr. Reda will become President and Chief Executive  Officer of
the Company, will receive initial annual compensation of $250,000 per year, will
become a member of the Company's  Board of Directors and will be granted options
to  purchase  200,000  shares of the  Company's  Common  Stock,  subject  to the
Company's achieving certain net income levels for the two fiscal years following
Mr. Reda's  employment  with the Company.  The  obligations  with respect to the
payments to be made to Just Kiddie pursuant to the Acquisition will be evidenced
by notes to be issued by the Company in favor of Just Kiddie,  which will be due
one year from the  closing  of the  Acquisition  (subject  to  certain  proposed
mandatory  prepayments)  and  will  be  secured  by a  pledge  of  stock  of the
subsidiary  of the  Company  holding  the assets of Just  Kiddie  following  the
Acquisition.

                  Just Kiddie has agreed,  for a period of 60 days commencing on
the  date  of the  letter  of  intent  relating  to  the  Acquisition,  to  deal
exclusively  with the Company in  connection  with the sale of capital  stock or
assets of Just Kiddie,  any financing  transaction  for Just Kiddie,  subject to
certain exceptions, or the merger or joint venture of Just Kiddie with any other
entity  (all such  transactions  being  referred  to  herein as an  "Acquisition
Transaction"), and that Just Kiddie shall not solicit, initiate or encourage any
offer,  proposal or inquiry from, or engage in negotiations with, or provide any
information to, any  corporation,  partnership,  person or other entity or group
with respect to any  Acquisition  Transaction  nor shall Just Kiddie  accept any
proposal with respect to an Acquisition Transaction.

                  The letter of intent is not (except  for  certain  provisions,
including the exclusive negotiation provision described above) a binding

                                      - 6 -
agreement  and is subject to a number of  conditions  to closing,  including due
diligence by both of the parties which is ongoing, and there can be no assurance
that the Company will  consummate the  Acquisition on the terms set forth in the
letter of intent or at all.

                  The foregoing  summary of the letter of intent with respect to
the  Acquisition  is incomplete and is qualified in its entirety by reference to
the copy of the letter of intent filed as Exhibit 2 annexed hereto.

         Item 7.           Financial Statements and Exhibits.
                           ----------------------------------

                           (c)      Exhibits

                                    1.   Employment   Termination   and   Option
Termination  Agreement, dated July 3, 1996, among Salvatore  Casaccio, A. Joseph
Melnick, Richard Bartlett and Childrobics, Inc.

                                    2.  Letter of  Intent,  dated  July 3, 1996,
among Just Kiddie Rides, Inc. and Childrobics, Inc.

                                    3. Press  Release  issued by the  Company on
July 10, 1996.

                                      - 7 -
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. 

July 10, 1996

                                        CHILDROBICS, INC.

                                        By: /s/ Salvatore Casaccio
                                        ---------------------------
                                            Salvatore Casaccio
                                            Chairman and Chief Executive Officer

                                      - 8 -