##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended May 31, 2007
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For
the transition period from  to
 Commission File No. 000-50916
 PEOPLES EDUCATIONAL HOLDINGS, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    41-1368898
(I.R.S. Employer
Identification No.)299 Market Street, Saddle Brook, NJ
(Address of principal executive offices)
    
    07663
(Zip Code)
 Registrants telephone number, including area code: (201) 712-0090
 Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.02 par value
  o
Yes      þ No
 o
  þ Yes      o No
 o
  o o þ
 o þ




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##### 



TABLE OF CONTENTS
 Page No.EXPLANATORY NOTE
    
    
    1PART III
    
    
    1ITEM 10. Directors, Executive Officers and Corporate Governance
    
    
    1ITEM 11. Executive Compensation
    
    
    3ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    16ITEM 13. Certain Relationships and Related Transactions, and Director
Independence
    
    
    16ITEM 14. Principal Accounting Fees and Services
    
    
    18PART IV
    
    
    19ITEM 15. Exhibits, Financial Statement Schedules
    
    
    19SIGNATURES
    
    
    21Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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##### Table of Contents



EXPLANATORY NOTE
   
 PART III
 
 ITEM 10. Directors, Executive Officers and Corporate Governance
  G. Thomas Ahern
 Brian T. Beckwith
 John C. Bergstrom
 Richard J. Casabonne
 1




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Anton J. Christianson
 Michael L. DeMarco
 James P. Dolan
 Diane M. Miller
 James J. Peoples
 Board Committees.
    2




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Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
   
 ITEM 11. Executive Compensation
 Compensation Discussion and Analysis
 Overview
  Compensation Philosophy and Objectives
  3




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
    
    base salary;
    
    performance-based short-term cash incentive compensation;
    
    long-term equity incentive compensation;
    
    perquisites and other benefits; and
    
    severance and change in control benefits.
 History
    Compensation Components
 Base Salary
    4




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Performance-Based Short-Term Cash Incentives
     Bonus
  Long-Term Equity Incentive Compensation
    Share-Based Payment
 5




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Perquisites and Other Benefits
  Severance Arrangements and Change in Control Plan
 Severance Benefits.
 Policies Related to Compensation
 Guidelines for Equity Awards
  Stock Ownership Guidelines
  Compliance with Sections 162(m) and 409A
   6




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Peoples Educational Holdings, Inc. 1998 Stock Plan
  Eligibility and Administration
  Awards Under the Stock Plan
  Stock Options
   7




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Restricted Stock
  Amendment
 General Provisions
 Federal Income Tax Consequence
 Incentive Stock Options
  8




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Nonqualified Stock Options.
 Restricted Stock
  Performance-Based Compensation
  
    
    earnings (either in the aggregate or on a per share basis);
    
    net income or loss (either in the aggregate or on a per share basis);
    
    operating profit;
    
    EBITDA or adjusted EBITDA;
    
    growth or rate of growth in cash flow;
    
    cash flow provided by operations (either in the aggregate or on a per share basis);
    
    free cash flow (either in the aggregate or on a per share basis);
    
    costs;
    
    gross revenues;
    
    reductions in expense levels in each case, where applicable, determined either on a
company-wide basis or in respect of any one or more business units;
    
    operating and maintenance cost management and employee productivity;
    
    stockholder returns (including return on assets, investments, equity, or gross sales);
    
    return measures (including return on assets, equity, or sales);
    
    growth or rate of growth in return measures;
    
    share price (including growth measures and total stockholder return or attainment by the
shares of a specified value for a specified period of time);
    
    net economic value;
    
    economic value added;
    
    aggregate product unit and pricing targets;
    
    strategic business criteria, consisting of one or more objectives based on meeting specified
revenue, market share, market penetration, geographic business expansion goals, objectively
identified project milestones, production volume levels, cost targets, and goals relating to
acquisitions or divestitures;
    
    achievement of business or operational goals such as market share and/or business development;
 9




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
    
    achievement of diversity objectives;
    
    results of customer satisfaction surveys; or
    
    debt ratings, debt leverage and debt service.
 Change in Control
  Termination of Employment
   Amendment and Termination
  Transferability
  Adjustments
   10




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Non-qualified Deferred Compensation for 2007
  Pension Benefits
  Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report
  Submitted by the Compensation Committee
 Summary of Cash and Certain Other Compensation
  11




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##### Table of Contents



Summary Compensation Table for Fiscal Year Ended May 31, 2007
 Non-EquityIncentitive
    
    
    
    
    
    (c )
    
    (b )Plan
    
    (a)
    
    Option
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    
    Compensation
    
    Bonus
    
    Awards
    
    Compensation
    
    TotalBrian T. Beckwith
    
    
    2007
    
    
    $
    300,000
    
    
    $
    
    
    
    $
    
    
    
    $
    26,821
    
    
    $
    2,159
    
    
    $
    328,980President and Chief Executive OfficerMichael DeMarco
    
    
    2007
    
    
    $
    181,725
    
    
    $
    
    
    
    $
    10,000
    
    
    $
    3,483
    
    
    $
    692
    
    
    $
    195,900Executive Vice President and
Chief Financial OfficerDiane Miller
    
    
    2007
    
    
    $
    162,098
    
    
    $
    
    
    
    $
    
    
    
    $
    3,483
    
    
    $
    9,195
    
    
    $
    174,776Executive Vice President and
Chief Creative OfficerJames P. Peoples
    
    
    2007
    
    
    $
    100,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,839
    
    
    $
    103,839Chairman, Senior Advisor
 
 (a)
    
    The Company paid Mr. DeMarco a $10,000 bonus in connection with his promotion to Executive
Vice President in January 2007.(b)
    
    The named executives receive a car allowance and the non-business portion of this allowance
is included as taxable income to the named executive. For 2007, the taxable amounts were as
follows: Mr. Beckwith  $2,160; Mr. DeMarco  $692; Mr. Peoples  $2,880; and Ms. Miller
 $7,200. In addition, the Company provided supplemental life insurance to Mr. Peoples and
Ms. Miller. The 2007 premiums associated with these policies were taxable income as follows;
Mr. Peoples  $959; and Ms. Miller  $1,995.(c)
    
    These amounts reflect the expense recognized for financial statement reporting purposes for
fiscal 2007 in accordance with SFAS No. 123R, unreduced by the estimated service-based
forfeitures. The other assumptions used in calculating these amounts are set forth in Note 9
to the Consolidated Financial Statements for the fiscal year ended May 31, 2007. The
following table sets forth additional information regarding the expense recorded for fiscal
2007: Supplemental Table for Options Awards Column
For the Fiscal Year Ended May 31, 2007
 Number
    
    ExpenseGrant
    
    of Shares
    
    RecordedName and Principal Position
    
    Date
    
    Granted
    
    in 2007Brian T. Beckwith
    
    
    1/2/2002
    
    
    
    125,000
    
    
    $
    8,733President and Chief Executive Officer
    
    
    7/30/2004
    
    
    
    48,000
    
    
    $
    13,80510/3/2005
    
    
    
    10,000
    
    
    $
    4,283Total
    
    
    
    
    
    
    
    
    
    $
    26,821Michael DeMarco
    
    
    10/3/2005
    
    
    
    5,000
    
    
    $
    3,483Executive Vice President and
Chief Financial OfficerDiane Miller
    
    
    10/3/2005
    
    
    
    5,000
    
    
    $
    3,483Executive Vice President and 
Chief Creative OfficerJames P. Peoples
    
    
    
    
    
    
    
    
    
    
    Chairman, Senior Advisor
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Grants of Plan-Based Awards for Fiscal Year Ended May 31, 2007
  Outstanding Equity Awards at May 31, 2007
  Option AwardsNumber of SecuritiesUnderlyingUnexercised Options
    
    OptionExercise
    
    Option(#)
    
    (#)
    
    Price
    
    ExpirationNamed Executive
    
    
    
    
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    DateBrian T. Beckwith
    
    
    (1
    )
    
    
    108,331
    
    
    
    16,669
    
    
    $
    3.00
    
    
    
    1/1/2012President and
    
    
    (2
    )
    
    
    
    
    
    
    48,000
    
    
    $
    4.50
    
    
    
    7/30/2012Chief Executive Officer
    
    
    (3
    )
    
    
    5,000
    
    
    
    5,000
    
    
    $
    5.20
    
    
    
    10/3/2010125,000
    
    
    
    
    
    
    $
    3.00
    
    
    
    12/18/2011Michael DeMarco
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    $
    3.60
    
    
    
    6/23/2013Executive Vice President and
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    $
    3.00
    
    
    
    5/17/2012Chief Financial Officer
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    $
    3.50
    
    
    
    12/29/2010(4
    )
    
    
    2,500
    
    
    
    2,500
    
    
    $
    5.20
    
    
    
    10/3/20102,000
    
    
    
    
    
    
    $
    3.00
    
    
    
    12/21/200910,000
    
    
    
    
    
    
    $
    3.00
    
    
    
    5/31/2009Diane Miller
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    $
    3.00
    
    
    
    10/26/2011Executive Vice President and
    
    
    (4
    )
    
    
    2,500
    
    
    
    2,500
    
    
    $
    5.20
    
    
    
    10/3/2010Chief Creative OfficerJames P. Peoples
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    Chairman, Senior Advisor
 
 (1)
    
    Becomes exercisable with respect to 16,669 shares on January 1, 2008(2)
    
    Becomes exercisable with respect to 11,109 shares on January 1, 2008, 22,222 shares on
January 1, 2009, and 14,669 shares on January 1, 2010.(3)
    
    Becomes exercisable with respect to 2,500 shares on each of October 3, 2007 and 2008(4)
    
    Becomes exercisable with respect to 1,250 shares on each of October 3, 2007 and 2008 Option Exercises and Stock Vested for Fiscal Year Ended May 31, 2007
  Potential Payments Upon Termination
  13




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Compensation of Non-Management Directors.
  Non-Management Director Compensation for the Fiscal Year Ended May 31, 2007
 Fees
    
    Option
    
    OtherEarned
    
    Awards
    
    Compensation
    
    TotalG. Thomas Ahern
    
    $
    14,000
    
    
    $
    5,948
    (b)
    
    $
    
    
    
    $
    19,948John C. Bergstrom
    
    $
    24,000
    
    
    $
    2,976
    (b)
    
    $
    
    
    
    $
    26,976Richard J. Casabonne
    
    $
    14,000
    
    
    $
    2,976
    (b)
    
    $
    23,000
    (a)
    
    $
    39,976Anton J. Christianson
    
    $
    18,000
    
    
    $
    2,976
    (b)
    
    $
    
    
    
    $
    20,976James P. Dolan
    
    $
    20,000
    
    
    $
    2,976
    (b)
    
    $
    
    
    
    $
    22,976
 14




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(a)
    
    Represents the amount paid for consulting services to Casabonne Associates, of which
Richard J. Casabonne is the principal owner.(b)
    
    These amounts reflect the expense recognized for financial statement reporting purposes
for fiscal 2007 in accordance with SFAS No. 123R, unreduced by the estimated service-based
forfeitures. The other assumptions used in calculating these amounts are set forth in Note
9 to the Consolidated Financial Statements for the fiscal year ended May 31, 2007. The
following table sets forth additional information regarding the expense recorded for fiscal
2007: 
 Number
    
    ExpenseGrant
    
    of Shares
    
    RecordedName
    
    Date
    
    Granted
    
    in 2007G. Thomas Ahern
    
    
    6/22/2006
    
    
    
    10,000
    
    
    $
    4,20610/11/2006
    
    
    
    2,000
    
    
    $
    1,742Total
    
    
    
    
    
    
    
    
    
    $
    5,948John C. Bergstrom
    
    
    5/13/2004
    
    
    
    4,000
    
    
    $
    6163/1/2005
    
    
    
    2,000
    
    
    $
    61810/11/2006
    
    
    
    2,000
    
    
    $
    1,742Total
    
    
    
    
    
    
    
    
    
    $
    2,976Richard J. Casabonne
    
    
    5/13/2004
    
    
    
    4,000
    
    
    $
    6163/1/2005
    
    
    
    2,000
    
    
    $
    61810/11/2006
    
    
    
    2,000
    
    
    $
    1,742Total
    
    
    
    
    
    
    
    
    
    $
    2,976Anton J. Christianson
    
    
    5/13/2004
    
    
    
    4,000
    
    
    $
    6163/1/2005
    
    
    
    2,000
    
    
    $
    61810/11/2006
    
    
    
    2,000
    
    
    $
    1,742Total
    
    
    
    
    
    
    
    
    
    $
    2,976James P. Dolan
    
    
    5/13/2004
    
    
    
    4,000
    
    
    $
    6163/1/2005
    
    
    
    2,000
    
    
    $
    61810/11/2006
    
    
    
    2,000
    
    
    $
    1,742Total
    
    
    
    
    
    
    
    
    
    $
    2,976
 15




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ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Common StockBeneficiallyBeneficial Owner
    
    Owned
    
    
    Total (%)Anton J. Christianson (1) (2)
    
    
    1,900,254
    
    
    
    42.6
    %NAP & CO  c/o Delaware State Pension Fund (3)
    
    
    603,151
    
    
    
    13.6
    %James J. Peoples (4)
    
    
    571,581
    
    
    
    12.9
    %Dolphin Offshore Partners, Inc. (5)
    
    
    361,887
    
    
    
    8.1
    %Diane M. Miller (1) (4)
    
    
    328,516
    
    
    
    7.3
    %Brian T. Beckwith (1) (4)
    
    
    262,789
    
    
    
    5.6
    %Michael L. DeMarco (1)
    
    
    69,500
    
    
    
    1.5
    %John C. Bergstrom (1)
    
    
    58,650
    
    
    
    1.3
    %James P. Dolan (1)
    
    
    50,834
    
    
    
    1.1
    %Richard Casabonne (1)
    
    
    29,334
    
    
    
    *G. Thomas Ahern (1)
    
    
    9,500
    
    
    
    *Directors and Officers as a group (9 persons) (1) (2)
    
    
    3,280,958
    
    
    
    66.3
    %
 
 *
    
    Less than 1%(1)
    
    Includes shares of Common Stock subject to outstanding stock options exercisable within
60 days as follows: Mr. Christianson, 18,334 shares; Ms. Miller, 77,500 shares; Mr.
Beckwith, 238,331 shares; Mr. DeMarco, 69,500 shares; Mr. Bergstrom, 18,334 shares; Mr.
Dolan, 50,834 shares; Mr. Casabonne, 29,334 shares; Mr. Ahern, 5,500 and directors and
officers as a group, 507,667 shares.(2)
    
    Mr. Christiansons ownership includes ownership of 1,813,363 shares owned by School
Power Limited Partnership, and 68,557 shares owned by Adam Smith Activist Fund, LLC. The
general partners of School Power Limited Partnership are Gordon Stofer and Adam Smith
Companies, LLC.  Mr. Christianson is the manager of and controls Adam Smith Companies, LLC.
The managing member of Adam Smith Activist Fund is Adam Smith Management, LLC.  Mr.
Christianson is the manager of Adam Smith Management, LLC and has investment power with
respect to the securities owned by Adam Smith Activist Fund, LLC.  Mr. Christianson and Mr.
Stofer share voting and investment powers with respect to the securities owned by School
Power Limited Partnership. Adam Smith Companies, LLC, Adam Smith Management, LLC, Mr.
Christianson and Mr. Stofer disclaim beneficial ownership of the securities owned by School
Power Limited Partnership and Adam Smith Activist Fund, LLC except to the extent of their
pecuniary interest in such securities.  The address of Mr. Christianson, Mr. Stofer, Adam
Smith Activist Fund, LLC and School Power Limited Partnership is 301 Carlson Parkway, Suite
#103, Minnetonka, MN 55305(3)
    
    The address of the Delaware State Pension Fund is 860 Silver Lake Boulevard, McArdle
Building, Suite #1, Dover, Delaware 19904.(4)
    
    The address of Mr. Peoples, Ms. Miller and Mr. Beckwith is 299 Market Street, Saddle
Brook, New Jersey 07663-5316. 16




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(5)
    
    The general partner of Dolphin Direct Equity Partners, L.P. is Dolphin Advisors, LLC,
and the managing member of Dolphin Advisors, LLC is Dolphin Management, Inc. Peter E.
Salas is the President and sole owner of Dolphin Management, Inc. and exercises voting and
investment powers with respect to the securities owned by Dolphin Direct Equity Partners,
L.P. Dolphin Advisors, LLC, Dolphin Management, Inc. and Mr. Salas disclaim beneficial
ownership of the securities owned by Dolphin Direct Equity Partners, L.P. except to the
extent of their pecuniary interest in such securities. The address of Dolphin Direct
Equity Partners, L.P. is 129 East 17th Street, New York, NY 10003. Equity Compensation Plan Table
  Number of securitiesremaining available forNumber of securities to be
    
    Weighted-average
    
    future issuance underissued upon exercise of
    
    exercise price of
    
    equity compensationoutstanding options,
    
    outstanding options,
    
    plans (excluding securitieswarrants and rights
    
    warrants and rights
    
    reflected in column (a))Plan Category
    
    (a)
    
    (b)
    
    (c)Equity compensation plans approved by security holders
    
    
    818,536
    
    
    $
    3.46
    
    
    
    55,975Equity compensation plans not approved
by security holders
    
    
    37,500
    
    
    $
    3.00
    
    
    
    Total
    
    
    856,036
    
    
    $
    3.44
    
    
    
    55,975
  
 ITEM 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
    Director Independence
  17




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ITEM 14. Principal Accounting Fees and Services
 Independent Auditors Fees
  (a)
    
    Audit Fees. Fees for audit services totaled $110,432 and $69,908 in
fiscal 2007 and fiscal 2006, respectively, including fees for the
annual audits and the reviews of the Companys quarterly reports on
Form 10-Q.(b)
    
    Audit-Related Fees. Fees for audit-related services totaled $7,800 and
$2,810 in fiscal 2007 and fiscal 2006, respectively. These services
related to responding to technical and accounting questions and the
related research, and meetings with management.(c)
    
    Tax Fees. Fees for tax services, including certain tax compliance
assistance, totaled $1,650 and $260 in fiscal 2007 and fiscal 2006.(d)
    
    All Other Fees. There were no other services provided by McGladrey &
Pullen, LLP or RSM McGladrey, Inc., not included above, in either
fiscal 2007 or fiscal 2006.
  18




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PART IV
 
 ITEM 15. Exhibits, Financial Statement Schedules
 (a)
    
    (1) Financial Statements. The Companys Consolidated Financial Statements and the Report of
Independent Registered Public Accounting Firm were included in Item 8 of the Annual Report as
originally filed.
 (2)
    
    Financial Statements Schedules: The following financial statement schedule was
included in the Annual Report as originally filed:
  (3)
    
    Exhibits. The following exhibits are included with this Annual Report on Form 10-K (or
incorporated by reference) as required by Item 601 of Regulation S-K:
 EXHIBIT NO.
    
    DESCRIPTION3.1
    
    Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrants Form 10-KSB for the
year ended December 31, 2001).3.2
    
    Bylaws of the Registrant (incorporated by reference to Exhibit 3.2
to the Registrants Form 8-K dated May 23, 2007).10.1
    
    Registrants 1998 Stock Plan (incorporated by reference to
Exhibit 10.1 to the Registrants Form 10-KSB for the year ending
December 31, 1998).10.2
    
    Employment Agreement between Peoples Education, Inc. and James J.
Peoples, dated June 30, 2003 (incorporated by reference to
Exhibit 10 to the Registrants Form 10-QSB for the quarter ended
June 30, 2003) as amended by Amendment to Employment Agreement
dated June 17, 2005 (incorporated by reference to Exhibit 10.1 to
the Registrants Form 8-K dated June 17, 2005), as amended by
Second Amendment to Employment Agreement dated July 31, 2006
(incorporated by reference to Exhibit 10.1 to the Registrants
Form 8-K dated September 11, 2006) and as amended by Third
Amendment to Employment Agreement dated August 3, 2007
(incorporated by reference to Exhibit 10.1 to the Registrants
Form 8-K dated August 3, 2007)10.3
    
    Amended and Restated Employment Agreement between Peoples
Education, Inc. and Diane M. Miller dated July 1, 2001
(incorporated by reference to Exhibit 10.8 to the Registrants
Form 10-KSB for the year ended December 31, 2001), as amended by
Amendment to Employment Agreement dated November 19, 2004
(incorporated by reference to Exhibit 10.1 to the Registrants
Form 8-K dated November 22, 2004).10.4
    
    Amended and Restated Employment Agreement between the Company and
Michael L. DeMarco dated May 17, 2002 (incorporated by reference
to Exhibit 10 to the Registrants Form 10-QSB for the quarter
ended June 30, 2002) as amended by Amendment to Employment
Agreement dated October 4, 2005 (incorporated by reference to
Exhibit 10.1 to the Registrants Form 8-K dated October 4, 2005)
and by Second Amendment to Employment agreement dated June 1, 2007
(incorporated by reference to Exhibit 10.1 to the Registrants
Form 8-K dated June 1, 2007)10.5
    
    Employment Agreement between the Company and Brian T. Beckwith
dated December 18, 2001 (incorporated by reference to Exhibit 10.7
to the Registrants Form 10-KSB for the year ended December 31,
2001), as amended by Amendment to Employment Agreement dated
July 30, 2004 (incorporated by reference to Exhibit 10.1 to the
Registrants Form 10-QSB for the quarter ended June 30, 2004).
 19




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##### Table of Contents



EXHIBIT NO.
    
    DESCRIPTION10.6
    
    Loan Agreement dated February 15, 2007, by and between Peoples
Educational Holdings, Inc. and Sovereign Bank (incorporated by
reference to Exhibit 10.1 to the Registrants Form 8-K dated
February 15, 2007).10.7
    
    $10 million Revolving Credit Promissory Note dated February 15,
2007 payable by Peoples Educational Holdings, Inc. to Sovereign
Bank (incorporated by reference to Exhibit 10.2 to the
Registrants Form 8-K dated February 15, 2007).10.8
    
    $10 million Term Promissory Note dated February 15, 2007 payable
by Peoples Educational Holdings, Inc. to Sovereign Bank
(incorporated by reference to Exhibit 10.3 to the Registrants
Form 8-K dated February 15, 2007).10.9
    
    Security Agreement dated February 15, 2007, by and between Peoples
Educational Holdings, Inc., Peoples Education, Inc. and Sovereign
Bank (incorporated by reference to Exhibit 10.4 to the
Registrants Form 8-K dated February 15, 2007).10.10
    
    Guaranty and Suretyship Agreement dated February 15, 2007, by
Peoples Educational Holdings, Inc. and Peoples Education, Inc. in
favor of Sovereign Bank (incorporated by reference to Exhibit 10.5
to the Registrants Form 8-K dated February 15, 2007).10.11
    
    Pledge of Stock Agreement dated February 15, 2007, by Peoples
Educational Holdings, Inc. in favor of Sovereign Bank
(incorporated by reference to Exhibit 10.6 to the Registrants
Form 8-K dated February 15, 2007).14
    
    Code of Ethics (incorporated by reference to Exhibit 14 to the
Registrants Form 10-KSB for the year ended December 31, 2003).21
    
    Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 to the Registrants Form 10-K for the year ended May
31, 2007).23.1
    
    Consent of McGladrey & Pullen, LLP (incorporated by reference to
Exhibit 23.1 to the Registrants Form 10-K for the year ended May
31, 2007).31.1*
    
    Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
    
    Certification of the Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of the Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith 20




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##### Table of Contents



SIGNATURES
  PEOPLES EDUCATIONAL HOLDINGS, INC.Date: September 28, 2007/s/ Brian T. BeckwithBrian T. Beckwith, Chief Executive Officer
and President (principal executive officer)
 21