Sunrise Educational Services Inc – ‘424B3’ on 10/4/95

As of:  Wednesday, 10/4/95   ·   Accession #:  950153-95-254   ·   File #:  33-15724

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus Supplement Dated 9/28/95                    3     15K 

424B3
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SUPPLEMENT DATED SEPTEMBER 28, 1995 TO PROSPECTUS DATED APRIL 28, 1995    

1,000,000 COMMON SHARES 

SUNRISE PRESCHOOLS, INC.

      The second paragraph on the front cover page of the Prospectus dated
April 28, 1995 is amended and replaced in its entirety as follows:              

         Each Warrant was originally exercisable for one Common Share at a price
of $5.00 per share, subject to adjustment under certain circumstances. On       
September 21, 1995, the Company announced that it had extended the expiration   
date of the Warrants through November 6, 1995 (the "Warrant Expiration Date")   
and reduced the exercise price of each exercisable warrant to $1.00 for the     
period remaining prior to the Warrant Expiration Date. As conditions to         
extension of the Warrant and reduction of the exercise price, the Company has   
provided that each holder of Warrants may exercise only one of each sixteen     
Warrants held, and that the Warrants will be non-transferable for their         
remaining term. Exercises of the Warrants into less than whole share increments 
will not be accepted. The exercise of the Warrants in accordance with the terms 
described above is also subject to effective registration of the underlying     
shares or an available exemption from registration in the state of such holder's
residence. Holders of Warrants electing to exercise their Warrants prior to the 
Warrant Expiration Date may revoke such election, so long as notice of such     
revocation is received by the Company on or prior to the Warrant Expiration     
Date. All Warrants exercised and not revoked on or prior to the Warrant         
Expiration Date will be accepted by the Company and the Common Shares issuable  
upon the exercise of such Warrants will be delivered to the respective holders  
of Warrants as soon as practicable after the Warrant Expiration Date. Assuming  
all of the eligible Warrants are exercised, the proceeds to the Company are     
estimated to be approximately $62,500, prior to expenses associated with the    
registration of the Common Shares and the extension and reduction of the        
exercise price of the Warrants. The proceeds will be allocated to the Company's 
working capital for general corporate purposes.                                 

To the extent that any statement in this Prospectus Supplement
conflicts with a statement contained in the Prospectus, the statement in this   
Prospectus Supplement shall control.                                            

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY 
PERSONS ABLE TO SUSTAIN A TOTAL LOSS OF THEIR INVESTMENT.  SEE "RISK FACTORS."  

--------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY NOR HAS THE COMMISSION OR ANY
SUCH AGENCY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY        
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

424B3
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SUPPLEMENTAL INFORMATION

       The Prospectus is further amended to include the following additional
information:                                                                    

HOLDINGS OF OFFICERS AND DIRECTORS

     The following officers, directors and affiliates of the Company own
Warrants:                                                                       

                                                                [Download Table]

                                                              Number of Warrants
 Name and Title                                                Beneficially Held
 --------------                                               ------------------
                                                                                
 James R. Evans                                                   16,300(1)     
 Chairman of the Board and President                                            

 Barbara L. Owens                                                  2,300(2)     
 Executive Vice President, Director, Secretary and Treasurer                    

 Robert A. Rice                                                   35,000        
 Director                                                                       

-------------------                                                             

(1)      Of Mr. Evans' 16,300 Warrants, 300 of such Warrants are held in a      
     trust for the benefit of Mr. Evans' children, of which Mr. Evans is
        the trustee.  Mr. Evans acquired 16,000 of the Warrants he owns in the
    open market on September 22, 1995 at a price of $0.15 per Warrant.

(2)      Of Ms. Owens' 2,300 Warrants, 150 of such Warrants are held in a trust 
   for the benefit of Ms. Owens' children, of which Ms. Owens is the
trustee.                                                      

MARKET FOR COMMON STOCK AND WARRANTS

      Trading activity with respect to the Company's Common Stock has been
limited and the volume of transactions should not of itself be deemed to        
constitute an "established public trading market." A public trading market      
having the characteristics of depth, liquidity and orderliness depends upon the 
existence of market makers as well as the presence of willing buyers and        
sellers, which are circumstances over which the Company does not have control.  

    The Common Stock is quoted in the National Daily Quotation Service
("Pink Sheets") published daily by the National Quotation Bureau, Inc. under    
the symbol SUNR.  Quotations are also available for the Common Stock through    
the Electronic Bulletin Board operated by the National Association of           
Securities Dealers, Inc. under the symbol 3SUNR. The following table sets forth 
the high and low bid prices for the Common Stock based on closing transactions  
during each specified period as reported by the National Quotation Bureau, Inc.,
which prices reflect inter-dealer prices without retail mark- up, mark-down or  
commission and may not necessarily represent actual transactions:               

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424B3
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                                                        [Enlarge/Download Table]

                           Fiscal 1995 Bid                           Fiscal 1994 Bid             
                --------------------------------------  -----------------------------------------
                       High                  Low                High                   Low       
                       ----                  ---                ----                   ---       
                                                                                                 
First Quarter         $1.375               $1.000               $1.000                 $.750     

Second Quarter         1.688                 .938                1.250                  .875     

Third Quarter          1.563                1.125                1.500                  .750     

Fourth Quarter         2.625                1.250                1.625                  .875     

Until September 22, 1995, at which time the Warrants became   
non-transferable, the Warrants were quoted in the Pink Sheets under the symbol  
SUNRW and on the Electronic Bulletin Board under the symbol 3SUNRW. The         
following table sets forth the high and low bid prices for the Warrants based on
closing transactions for each specified period as reported by the National      
Quotation Bureau, Inc.                                                          

                                                        [Enlarge/Download Table]

                           Fiscal 1995 Bid                           Fiscal 1994 Bid             
                --------------------------------------  -----------------------------------------
                        High                  Low                High                   Low      
                        ----                  ---                ----                   ---      
                                                                                                 
First Quarter          $.188                $.063                $.188                 $.063     

Second Quarter          .188                 .063                 .188                  .063     

Third Quarter           .375                 .063                 .188                  .063     

Fourth Quarter          .375                 .063                 .250                  .125     

PURPOSE OF PROPOSAL TO WARRANTHOLDERS 

       The Company has announced that it has entered into a letter of intent
to undertake a public offering of securities. In connection with planning for   
such offering, the Company decided to make a proposal to the Warrantholders     
which would result in the final disposition of the Warrants. Accordingly, the   
Company has reduced the exercise price of the Warrants and extended their       
expiration date through November 6, 1995, all as described in this Prospectus   
Supplement.  The Company had extended the expiration date of the Warrants       
several times over the past several years. The Company believes that this final 
extension through November 6, 1995 in combination with the reduction in the     
exercise price of the Warrants will provide Warrantholders an opportunity to    
benefit from exercise of a portion of their Warrants.                           

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		11/6/95		1		3			8-A12G
Filed on:		10/4/95
		9/28/95		1
		9/22/95		2		3
		9/21/95		1
		4/28/95		1
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