SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the Quarter Ended September 30, 2007


                           Commission File No. 0-16056


                                TRUDY CORPORATION
                                 353 Main Avenue
                                Norwalk, CT 06851


                      Incorporated in the State of DELAWARE


                      Federal Identification No. 06-1007765


                            Telephone: (203) 846-2274


Trudy Corporation has filed all reports required to be filed by section 13 or 15
  (d) of the Securities Act of 1934 during the preceding twelve months and has
         been subject to such filing requirements for the past 90 days.


                              SHARES OUTSTANDING AT
                                November 19, 2007
               Common Stock, $.0001 par value: 612,566,330 shares


<PAGE>

                                                                          PAGE
INDEX                                                                     NUMBER
-----                                                                     ------

                        PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Consolidated Balance Sheet - September 30, 2007 (unaudited)           3

        Consolidated Statements of Operations (unaudited)
        for the three and six months ended September 30, 2007
        and September 30, 2006 (unaudited)                                    4

        Consolidated Statement of Shareholders' Deficit (unaudited)
        from April 1, 2007 through September 30, 2007                         5

        Consolidated Statements of Cash Flows (unaudited)
        for the six months ended September 30, 2007 and
        September 30, 2006 (unaudited)                                        6

        Notes to Financial Statements (unaudited)                             7

Item 2. Management's Discussion and Analysis                                 15


                        PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                    26

Item 2. Changes in Securities                                                26

Item 3. Defaults upon Senior Securities                                      26

Item 4. Submission of Matters to a Vote of Security Holders                  26

Item 5. Other Information                                                    27

Item 6. Exhibits and Reports on Form 8-K                                     27



                                  Page 2 of 34
<PAGE>


                                Trudy Corporation
                                  Balance Sheet
                               September 30, 2007


                                                                 (Unaudited)
                                                                ------------
Assets
Current assets
  Cash and cash equivalents                                     $      8,997
  Accounts receivable, net                                         1,652,449
  Inventory, net                                                   1,463,503
  Prepaid expenses and other current assets                          104,255
                                                                ------------

    Total current assets                                           3,229,204

  Equipment, net                                                      56,163
  Royalty advances, net                                              225,549
  Prepublication costs and other assets, net                         503,986
                                                                ------------

  Total Other assets                                                 785,698
                                                                ------------

    Total assets                                                $  4,014,902
                                                                ============

Current liabilities
  Notes payable - Bank & related parties                        $  1,361,938
  Current portion, long term debt                                     14,953
  Accounts payable and accrued expenses                            1,217,875
  Deferred Revenue                                                   254,103
  Royalties and commissions payable                                  480,468
                                                                ------------

Total Current liabilities                                          3,329,337

Long term liabilities
  Long term debt, net of current portion                             473,223
                                                                ------------

Total long term liabilities                                          473,223
                                                                ------------

Total liabilities                                                  3,802,560

Commitments

Shareholders' equity
  Common stock - par value                                            61,257
  Paid-in capital                                                  6,931,880
  Accumulated deficit                                             (6,780,795)

Total shareholders' equity                                           212,342
                                                                ------------

Total liabilities and shareholders' equity                      $  4,014,902
                                                                ============



    The accompanying summary of significant accounting policies and notes to
    financial statements are an integral part of the consolidated financial
                                  statements.

                                  Page 3 of 34
<PAGE>
<TABLE>
<CAPTION>

                                Trudy Corporation
                             Statement of Operations
         For the Quarters Ended September 30, 2007 & September 30, 2006






                                                          Three Month Period                 Six Month Period
                                                          Ended September 30,               Ended September 30,
                                                     ------------------------------    ------------------------------
                                                         2007             2006             2007             2006
                                                     -------------    -------------    -------------    -------------
                                                      (unaudited)      (unaudited)      (unaudited)      (unaudited)
<S>                                                      <C>              <C>              <C>              <C>
Net product sales                                        1,855,287        1,488,763        2,826,369        2,344,100
Royalty sales                                               22,300           16,251           28,117           60,765
                                                     -------------    -------------    -------------    -------------

Net Sales                                                1,877,587        1,505,014        2,854,486        2,404,865

Cost of sales                                              964,205          849,704        1,616,025        1,447,431
                                                     -------------    -------------    -------------    -------------

Gross profit                                               913,382          655,309        1,238,461          957,434

Operating expenses:
Selling, general and administrative                        757,049          578,966        1,489,781        1,176,066
                                                     -------------    -------------    -------------    -------------

Income/(loss) from operations                              156,333           76,343         (251,320)        (218,632)

Other income/(expense)
  Interest, net                                            (33,718)         (32,262)         (68,632)         (73,151)
  Other income, net                                         14,265            4,383           16,210           (9,235)
                                                     -------------    -------------    -------------    -------------

Other expense                                              (19,453)         (27,879)         (52,423)         (82,385)
                                                     -------------    -------------    -------------    -------------

Net income/(loss)                                    $     136,880    $      48,464    $    (303,743)   $    (301,017)
                                                     =============    =============    =============    =============

Basic and diluted net income/(loss) loss per share   $          --    $          --    $          --    $          --
                                                     =============    =============    =============    =============

Weighted average number of shares outstanding          612,566,330      594,614,225      612,566,330      527,045,398
                                                     =============    =============    =============    =============
</TABLE>

    The accompanying summary of significant accounting policies and notes to
    financial statements are an integral part of the consolidated financial
                                  statements.

                                  Page 4 of 34
<PAGE>
<TABLE>
<CAPTION>

                                Trudy Corporation
                       Statements of Shareholders' Equity
                        Quarter ended September 30, 2007


                                               Common Stock            Additional                          Total
                                       ----------------------------      Paid-in        Accumulated     Shareholders'
                                          Shares          Amount         Capital          Deficit         Equity
                                       ------------    ------------    ------------    ------------    ------------
<S>                                      <C>            <C>             <C>             <C>             <C>
Balance at March 31, 2007 (audited)     612,556,330    $     61,257    $  6,931,881    $ (6,477,051)   $    516,087

Net loss (unaudited)                             --              --              --        (440,625)       (440,625)

                                       ------------    ------------    ------------    ------------    ------------
Balance at June 30, 2007 (unaudited)    612,556,330    $     61,257    $  6,931,881    $ (6,917,676)   $     75,462
                                       ============    ============    ============    ============    ============

Net income (unaudited)                                                                      136,880         136,880

                                       ------------    ------------    ------------    ------------    ------------
Balance at September 30, 2007           612,556,330    $     61,257    $  6,931,881    $ (6,780,796)   $    212,342
                                       ============    ============    ============    ============    ============
</TABLE>

    The accompanying summary of significant accounting policies and notes to
    financial statements are an integral part of the consolidated financial
             statements. Trudy Corporation Statements of Cash Flows

                                  Page 5 of 34
<PAGE>
<TABLE>
<CAPTION>

                        Trudy Corporation and Subsidiary
                            Statements of Cash Flows

                                                                   For the Six Months Ended
                                                                     September 30, 2007
                                                                ----------------------------
                                                                    2007            2006
                                                                ------------    ------------
                                                                (unaudited)     (unaudited)
<S>                                                             <C>             <C>
Cash Flows From Operating Activities
Net loss                                                        $   (303,745)   $   (301,017)
Adjustments to reconcile net loss to net cash
used in operating activities:
   Depreciation                                                        6,809           8,748
   Amortization of pre-publication costs                             138,662          37,790
   Provision for losses on accounts receivable                           300         (18,535)
   Provision for promotional allowance                                (6,500)            430
   Provision for slow moving inventory                                     0          15,000
   Provision for sales returns                                      (133,278)       (413,405)
   Contributed compensation                                                0          22,697
   Director fee                                                            0           5,600
   Consulting fee                                                     54,688          10,938
   Interest expense                                                        0           5,798

Changes in operating assets and liabilities:
   Decrease in accounts receivable                                   137,275         327,283
   Decrease in inventories                                            (1,691)         76,165
   Increase in prepaid expenses and other current assets              13,946          (6,689)
   Decrease in accounts payable and accrued expenses                (169,613)         41,058
   Increase (Decrease) in deferred revenue                           254,103         198,609
   Decrease in royalties and commissions payable                       6,321         (47,019)
                                                                ------------    ------------
Net cash used by operating activities                                 (2,724)        (36,549)

Investing activities:
   Purchases of property and equipment                                (8,528)        (48,644)
   Pre-publication and royalty advances                             (137,855)        (32,743)
                                                                ------------    ------------
Net cash (used) / provided by investing activities                  (146,383)        (81,387)

Financing activities:
Net change in note payable, bank                                     185,864         143,119
Repayments to related parties                                        (33,515)        (33,607)
                                                                ------------    ------------
Net cash provided/(used) by financing activities                     152,350         109,512
                                                                ------------    ------------

Net increase / (decrease) in cash and cash equivalents                 3,244          (8,424)
Cash and cash equivalents at beginning of period                       5,753          10,461
                                                                ------------    ------------
Cash and cash equivalents at end of period                      $      8,997    $      2,037
                                                                ============    ============

Cash paid for interest                                          $     69,445    $     58,323
Cash paid for income taxes                                      $         --    $         --
</TABLE>


    The accompanying summary of significant accounting policies and notes to
    financial statements are an integral part of the consolidated financial
                                  statements.

                                  Page 6 of 34
<PAGE>


                                TRUDY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. Description of Business and Basis of Presentation

Trudy Corporation (hereinafter referred to as the `Company'), publishes
children's books and audiobooks and designs, manufactures and markets plush
stuffed animals for sale to domestic and international retail and wholesale
customers. The Company's products are sold under the trade names (i.e. imprints)
of Studio Mouse, Soundprints, Little Soundprints and Fetching Books.

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and with the instructions to Form 10-QSB and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
(including normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the six month period
ended September 30, 2007 are not necessarily indicative of the results that may
be expected for the year ending March 31, 2008. For further information, refer
to the financial statements and footnotes thereto included in the Company's
annual report on Form 10-KSB for the year ended March 31, 2007.

2. Reclassifications

Certain reclassifications pertaining to net sales, selling, general and
administrative expenses and other income/expense were necessary in the prior
fiscal year in order to be consistent with the current fiscal year's
presentation.

3. Summary of Significant Accounting Policies

Estimates

The preparation of these financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses and related disclosures. On an
ongoing basis, the Company evaluates its estimates and judgments based on
historical experience and various other factors that are believed to be
reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions.

                                  Page 7 of 34
<PAGE>

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Credit Risk

The Company transacts business on a credit basis with its customers. The Company
routinely assesses the financial strength of its customers and, as a
consequence, believes that its trade accounts receivable credit risk exposure is
limited. The Company does not require collateral or other security to support
credit sales, but provides an allowance for bad debts based on historical
experience and specifically identified risks. The Company also obtains credit
insurance on customers when it is deemed warranted.

Inventories

Inventories, which consist principally of finished goods, are stated at the
lower of cost or market. Cost is determined using the first-in, first-out
method. The Company reviews its inventory for obsolescence and provides for
obsolescence when the inventory is deemed to be unsaleable over a reasonable
time.

Equipment

Equipment is stated at cost. Depreciation is computed principally by the
straight-line method over the estimated useful lives of the assets which range
from three to seven years for machinery and equipment, and furniture and
fixtures, and from one to three years for computer software and hardware.

Fair Value of Financial Instruments

The Company has the following financial instruments: cash and cash equivalents,
accounts receivable, inventories, prepaid expenses, accounts payable and accrued
expenses, notes payable and long-term debt. The carrying value of cash and cash
equivalents, accounts receivable, accounts payable and accrued expenses, and
notes payable approximate their fair value based on the liquidity of these
financial instruments or based on their short-term nature. The carrying value of
long-term debt approximates fair market value based on the market interest rates
available to the Company for debt of similar risk and maturities.

Pre-Publication Costs

Pre-publication costs are deferred and amortized on an accelerated method over
their expected revenue generating lives.

                                  Page 8 of 34
<PAGE>

Intangible Assets

As a result of the merger of Studio Mouse, LLC into the Company effective March
31, 2005, an intangible asset was recorded as a result of the premium paid due
to the non-exclusive license granted by Disney Licensed Publishing ("Disney"),
an imprint of Disney Book Group, LLC, (formerly Disney Children's Book Group,
LLC). The intangible asset is being amortized on a straight line basis over a
three year period.

Long-Lived Assets

In accordance with Financial Accounting Standards Board Statement No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", the Company
reviews its long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Management performs ongoing business reviews and evaluates
impairment indicators based on qualitative and quantitative factors. If it is
determined that the carrying amount of an asset cannot be fully recovered, an
impairment loss is recognized.

Revenue

Revenues are recorded in accordance with SEC Staff Accounting Bulletin No. 101
"Revenue Recognition in Financial Statements." Revenues from product sales are
recognized in the period when persuasive evidence of an arrangement with the
customer exists, the products are shipped and title has transferred to the
customer, all significant obligations have been delivered, and collection is
considered probable. Since many of the product shipments are accompanied with
the right of return, a provision for estimated returns on these sales is made at
the time of sale, in accordance with Statement of Financial Accounting Standards
No. 48, "Revenue Recognition When Right of Return Exists", based on historical
experience. Returned product is resold when possible. Historically, a portion of
returned product is deemed unsaleable and is destroyed.

Royalties

The Company records royalty revenue as earned and provides for its royalty
expense at the time the royalty income is recorded. Royalty advances are
recorded as earned when such advances represent a nonrefundable guarantee and
there are no obligations to perform services. Advance royalty payments are
recorded as expense when such advance represents a nonrefundable guarantee.

Government Taxes

Product sales are presented net of sales tax collected and remitted to
governmental authorities.

                                  Page 9 of 34
<PAGE>

Subsidiary Licensing Rights

Depending upon the terms of its various licensing agreements, the Company can
lease its intellectual property rights to another party. The associated income
is recorded as either advances against royalties or royalties. The associated
expenses due to the authors, illustrators or licensors are a percentage of such
income for use of their text, illustrations, content or imprimaturs.

Due to changes in the Company's business, effective December 31, 2006, royalty
revenue is presented as a component of net sales. All periods presented conform
with this presentation.

Income Taxes

Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." The
statement employs an asset and liability approach for financial accounting and
reporting of deferred income taxes. Generally, SFAS 109 allows for recognition
of deferred tax assets in the current period for the future benefit of net
operating loss carryforwards and items for which expenses have been recognized
for financial statement purposes but will be deductible for tax purposes in
future periods. A valuation allowance is recognized, if on the weight of the
available evidence, it is more likely than not that some portion or all of the
deferred tax assets will not be realized.

Stock-Based Compensation

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment" (SFAS
123R), replacing SFAS 123 and superseding Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25). SFAS 123R requires
public companies to recognize compensation expense for the cost of awards of
equity compensation effective for fiscal years beginning after July 1, 2005.
This compensation cost will be measured as the fair value of the award estimated
using an option-pricing model on the grant date. The provisions of SFAS No. 123R
were effective for Trudy on April 1, 2006. The adoption of SFAS No. 123R did not
have a material impact on the financial statements since the Company has no
outstanding stock options.

The Company periodically issues shares of its common stock to employees as
grants. Shares issued for services are valued either at the Company's estimate
of the fair value of the common stock at the date of issuance or based on the
market price at the date of issuance.

Income/Loss Per Share Computation

Income/loss per share is computed in accordance with Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings Per Share," (Statement 128).
Basic earnings per share is computed by dividing net income/loss by the weighted
average number of outstanding common shares. Diluted earnings per share is
computed using the weighted average number of outstanding common shares and
common share equivalents during the period. Dilutive common share equivalents
consist of employee stock options using the treasury method and dilutive
convertible securities, if any, using the if-converted method.

                                 Page 10 of 34
<PAGE>

Comprehensive Income (Loss)

The Company has adopted SFAS No. 130, "Reporting Comprehensive Income"
(Statement 130). Statement 130 establishes rules for the reporting and display
of comprehensive income and its components. Comprehensive income (loss) for the
Company is the same as net income (loss) for all periods presented.

Segments of an Enterprise and Related Information

The Company has adopted the FASB's SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information" (Statement 131). Statement 131
established standards for the way that public business enterprises report
information about operating segments in annual financial statements and requires
that those enterprises report selected information about operating segments in
interim financial reports. Statement 131 also establishes standards for related
disclosures about products and services, geographic areas, and major customers.
The Company has determined it has no reportable segments under Statement 131.

Advertising

Advertising costs are expensed as incurred, except for catalogs and brochures
which are all amortized over the period benefited not to exceed the publication
date of the new brochure or twelve months, whichever is less. The Company
provides cooperative advertising allowances to certain customers. These
allowances are accounted for in accordance with the requirements of Emerging
Issues Task Force Statement No. 01-9, "Accounting for Consideration Given by a
Vendor to a Customer".

Advertising expense related to catalogs and brochures was $5,136 and $4,792 for
the three month periods ended September 30, 2007 and 2006, respectively.
Advertising expense related to catalogs and brochures was $10,511 and $ 12,428
for the six month periods ended September 30, 2007 and 2006, respectively.

Other advertising expense was $495 and $356 for the three month periods ended
September 30, 2007 and 2006, respectively. Other advertising expense was $495
and $906 for the six month periods ended September 30, 2007 and 2006,
respectively.


                                 Page 11 of 34
<PAGE>

4. Inventories

Inventories consist of the following:


Raw Materials                                                      $     41,182
Finished Goods                                                        1,742,321
Reserve for Obsolescence                                               (320,000)
                                                                   ------------
Inventory                                                          $  1,463,503
                                                                   ============

5. Notes Payable, Bank and Related Parties

         A revolving line of credit totaling $850,000 due on
        demand. Interest is payable monthly equal to the Wall
        Street Journal reported prime rate plus 1.0%.
        Borrowings are subject to a borrowing base equal to
        80% of eligible accounts receivable. The note is also
        secured by all of the assets of the Company, a
        mortgage on the Company's premises and a personal
        guarantee of a principal shareholder (William W.
        Burnham, Chairman of the Board)                            $    676,206

        Note payable, bank, due on demand with a maturity of
        December 31, 2007. Interest is payable monthly equal
        to the Wall Street Journal reported prime rate plus
        1.0%. Borrowings are subject to a borrowing base
        equal to 80% of eligible accounts receivable. The
        note is also secured by all of the assets of the
        Company, a mortgage on the Company's premises and a
        personal guarantee of a principal shareholder
        (William W. Burnham, Chairman of the Board)                     100,000

        Note payable, bank, due on demand. Interest is
        payable monthly at LIBOR plus 75 basis points. The
        note is secured by a personal guarantee of a
        principal shareholder (William W. Burnham, Chairman
        of the Board)                                                   576,965

        Note payable, affiliate, payable in monthly
        installments of $1,252. The note is unsecured                     8,767
                                                                   ------------

                        Total                                      $  1,361,938
                                                                   ============

                                  Page 12 of 34
<PAGE>

6. Long term debt

        Note payable, bank, payable in monthly installments
        of $2,713 including interest at 6.5%. Balance due in
        February 2009. The note is secured by all assets of
        the Company, a mortgage on the Company's premises and
        a personal guarantee of a principal shareholder
        (William W. Burnham, Chairman of the Board).               $    254,176

        Note payable to a principal shareholder (William W.
        Burnham, Chairman of the Board) due April 30, 2009.
        Interest is payable monthly at 6.50%                            234,000

                       Less current portion                             (14,953)
                                                                   ------------
                       Total                                       $    473,223
                                                                   ============

The scheduled principal payments on long term debt follow:

        Year ending September 30, 2008                             $     14,953
        Year ending September 30, 2009                                  473,223
                                                                   ------------
                      Total                                        $    488,176
                                                                   ============

7. Income Taxes
<TABLE>
<CAPTION>

The components of income tax (benefit) are as follows:

                                                        September 30, 2007               September 30, 2006
                                                   ----------------------------    ----------------------------
                                                     Current         Deferred         Current        Deferred
                                                   ------------    ------------    ------------    ------------
<S>                                                <C>             <C>             <C>             <C>
Income tax expense (benefit) before application
of operating loss carryforwards                    $          0    $   (165,400)   $          0    $   (120,400)

Income tax expense (benefit) of operating
loss carryforwards                                            0               0               0               0

Change in valuation allowance                                 0         165,400               0         120,400
                                                   ------------    ------------    ------------    ------------

Income tax expense (benefit)                       $          0    $          0    $          0    $          0
                                                   ============    ============    ============    ============
</TABLE>

The deferred taxes are comprised of the following at September 30, 2007:

        Net operating loss carryforwards                           $  1,411,000
        Reserves and allowances                                         378,000
                                                                   ------------

        Total deferred tax assets                                     1,789,000
        Less valuation allowance                                     (1,789,000)
                                                                   ------------

         Net deferred tax assets                                   $          0
                                                                   ============

                                 Page 13 of 34
<PAGE>

The deferred tax asset represents expected future tax savings resulting from the
Company's reserves and allowances expensed for financial reporting purposes but
not for tax purposes and net operating loss carryforwards. As of September 30,
2007, the Company has a net operating loss carryforward of approximately $4.0
million for federal income tax purposes which expire at various dates through
2027. Utilization of these benefits is primarily subject to the extent of future
earnings of the Company, and may be limited by, among other things, shareholder
changes, including the possible issuance by the Company of additional shares in
one or more financing transactions. The Company has established a valuation
allowance for the portion of possible tax savings not likely to be realized by
the end of the carryforward period.

8. Related Party Transactions

The Company is involved in several transactions with existing officers and
shareholders of the Company and entities which are controlled by these
individuals, collectively "related parties". The following is a summary of this
activity:

The Main Avenue property leased by the Company is owned by a Connecticut limited
liability company, Noreast Management LLC, which is owned jointly by William W.
Burnham, the Chairman of the Company, Peter Ogilvie, a former Director and
Officer of the Company, and Fred M. Filoon, a Director of the Company. Rent
expense totaled $23,743 and $23,543 for the three months ended September 30,
2007 and 2006, respectively. Rent expense totaled $47,485 and $47,285 for the
six months ended September 30, 2007 and 2006, respectively.

In November, 2006 the Company borrowed $260,000 from William W. Burnham, the
Chairman of the Company and the principal shareholder. The terms of the note can
be found in Note 6 to the financial statements.

Interest to related parties totaled $10,221 and $10,458 for the three months
ended September 30, 2007 and 2006, respectively. Interest to related parties
totaled $23,354 and $31,725 for the six months ended September 30, 2007 and
2006, respectively. There were no loan repayments to related parties for the
three or six months periods ended September 30, 2007.

The Board of Directors authorized at its Board Meeting held June 19, 2006 that
William W. Burnham would be paid a fee, quarterly, for his personal guarantees
of the Company's debt. Guarantor fees paid to Mr. Burnham for the three months
ended September 30, 2007 were $4,764 versus $4,585 for the prior three months.
Guarantor fees paid to Mr. Burnham for the six months ended September 30, 2007
were $9,836 versus $9,087 for the prior six months.

The Company has re-engaged Delta Capital Group, Inc. to assist in identifying
and negotiating with possible financing sources. Last fiscal year Mr. Bradford
Mead, the President of Delta Capital Group, was elected to the Board of
Directors.


                                 Page 14 of 34
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

NET SALES.

Overview

Net Sales for the Company's September Quarter of fiscal 2008 increased 24.8 % to
$1,877,587 versus $1,505,014 in the comparable quarter of fiscal 2007. This is
primarily a result of revenue increases among domestic supermarkets & drugstore
chains and international mass market distributors, including the Company's
Canadian distributor. The increases were primarily from sales of Disney and
Sesame Workshop-licensed products. The Company's profit margin improved from
43.5% in the prior year to 48.6% in the current year. The three month period
resulted in net income of $136,880 versus net income of $48,464 for same period
in the prior year.

Three months ended September 30, 2007

As noted above, net sales for the second quarter of fiscal 2008 increased 24.8%
versus the prior year. Sparking these increases was the Company's introduction
of lower retail-priced formats under the Disney and Sesame licenses as well as
increased demand for these and higher-priced products in the Company's
international markets. Sales of Disney-licensed products as a percentage of
total Company sales increased from 43.5% to 54.7% for the quarter versus the
comparable quarter a year ago. Sesame Workshop-licensed product sales were 11.9%
of Company revenue. There were no Sesame Workshop-licensed sales in the prior
year's second quarter since the first products under this license were not
launched until November 2006. Smithsonian-licensed product sales declined from
35.6% of Company sales to 12.2% due to a non recurring order from a distributor
to the warehouse clubs in the prior year. The Company's proprietary products or
non-licensed products containing intellectual property owned by the Company
maintained their percentage of revenue at 18.2%.


                                   Percentage of Sales by license for
                                    the quarters ended September 30,
                                   ---------------------------------
License                                     2007            2006
-------------------------------------------------------------------
Disney                                         57.4%           43.5%
Proprietary                                    18.2            18.4
Smithsonian                                    12.2            35.6
Sesame Workshop                                11.9             0.0
All other                                       0.3             2.5
                                   --------------------------------
Total                                         100.0           100.0
                                   ================================

                                 Page 15 of 34
<PAGE>
<TABLE>
<CAPTION>

                                        Sales increases, net of provisions for
                                          returns, for the three months ended
                                                    September 30,
                                           -----------------------------
Sales channel                                   2007            2006          Variance        % change
--------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>               <C>
Domestic Supermarkets & Drugstores          $    445,354    $        640    $    444,714             NMF

International Mass Market
Distributors                                     484,724         267,796         216,928            81.0%

Discount Retailers (non-returnable)              207,305         161,516          45,789            28.3%

International Trade Book Distributors             64,264          36,241          28,023            77.3%

Canadian Book Distributors                       132,972          83,938          49,034            58.4%
</TABLE>

Sales increases for the quarter were concentrated in all five of the top
divisions. One promising channel of trade for the Company are drugstores, which
typically purchase licensed products with low suggested retail prices. With the
introduction of the Company's new lower-priced formats, one such sale occurred
this quarter to a major national drug chain amounting to $445,354. Virtually no
sales to this channel were evident in the comparable quarter a year ago.

Sales to international mass market distributors increased $216,928 from $267,796
in the prior year to $484,724 for the three months ended September 30, 2007, an
81.0% gain. The substantial increase in revenue was a result of ongoing
distribution penetration of Spanish language Disney and Sesame-licensed products
into mass market accounts in Mexico and the expansion by the Company's Mexico
City-based distributor into other parts of South America. In addition, the
Company's distributor in Spain has demonstrated substantial success in the
Spanish book and mass merchant trade with similar Disney-licensed Spanish
editions.

Sales to domestic non-returnable discount retailers increased 28.3% from
$161,516 in the prior year to $207,305 in the current 3-month period. These
gains came as a result of the Company's emphasis on sales to non-returnable
specialty retailers, which purchase at deeper discounts on a firm sale basis.

Several other channels of trade experienced increased sales including Canadian
book distributors, international trade book distributors and domestic toy & gift
distributors.


                                 Page 16 of 34
<PAGE>
<TABLE>
<CAPTION>

                                        Sales decreases, net of provisions for
                                         returns, for the three months ended
                                                   September 30,
                                           -----------------------------
Sales channel                                   2007             2006       Variance        % change
-------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>                 <C>
Domestic Warehouse Club Distributors
(returnable & non-returnable)                        NMF    $    296,034            NMF             NMF

Close-outs                                        55,008          99,440        (44,432)          (44.7%)

Direct-to-Consumer (returnable)                    3,188          39,662        (36,474)          (91.9%)
</TABLE>

For those sales divisions with softer than expected sales, the domestic
warehouse club distributor sales were the greatest disappointment. For the three
months ending September 30, 2006, the Company shipped $262,350 of goods to the
non-returnable distributor in this division. For the same quarter in 2007, the
Company did not ship an equivalent order. Some of this is attributed to
timing--the Company has plans to ship a large order to this distributor in
December of 2007, which did not occur in the December quarter of 2006.
Non-returnable sales to the warehouse club are opportunistic and may not be
repeated each quarter.

As reported in previous filings and above, on December 29, 2006, Advanced
Marketing Services, Inc. (AMS), one of the Company's largest customers and the
largest distributor to the warehouse clubs in the United States, filed for
Chapter 11 Bankruptcy in the U.S. Bankruptcy Court for the District of Delaware.
AMS operated under a $75 million debtor-in-possession financing from Wells Fargo
Foothill and as a result the Company continued to do business with AMS from
December 29, 2006 up until March 12, 2007. On this date, AMS' wholesale
distributing business and related assets were sold to Baker & Taylor, which
formed Baker & Taylor Marketing Services (BTMS) to distribute product to the
warehouse clubs. As a result of the transition from AMS to BTMS, sales were
below the prior year because with BTMS' takeover of AMS there has been some
disruptions in the supply chain. The Company anticipates that any potential
future sales volume losses experienced with BTMS should be offset by sales to
other customers that will continue to service this channel trade.

In May 2007 the Company signed two returns program agreements with AMS, as
debtor and debtor-in-possession, to return a significant portion of inventory
which will offset the outstanding receivable. Based on the information currently
available the Company believes its reserves are sufficient to cover any
reduction in receivables that may result from any bankruptcy settlement and the
pending returns. The Company continues to receive returns from AMS under the two
returns programs and as of September 30, 2007, the Company had lowered its net
outstanding receivables from AMS to $93,700. As of November 12, 2007 the net
outstanding receivable had further decreased to $31,500.

Sales to domestic close out accounts declined 44.7% from $99,440 in the prior
year to $55,008 in the current year primarily as a result of the timing of
orders.

Sales to returnable direct-to-consumer accounts decreased from $39,662 to $3,188
also as a result of timing of orders. As will be seen in the six-month overview,
sales in this division are up for the fiscal year to date as compared with the
same period in 2006.

Several other channels of trade including domestic book retailers, domestic
specialty retailers and international direct-to-consumer book distributors also
experienced decreased sales, though this revenue as a group was a small
percentage of the Company's total net sales.

                                 Page 17 of 34
<PAGE>

 Six months ended
September 30, 2007

Net sales for the first six months of fiscal 2008 increased 18.7% versus the
prior year. Sparking these increases were the Company's introduction of
lower-priced formats under the Disney and Sesame licenses and greater demand for
a large cross-section of the Company's formats by international distributors.
Sales of Disney-licensed products as a percentage of total Company sales,
increased from 38.2% to 51.7% for the six month period versus the comparable
period a year ago. Sesame Workshop-licensed product sales were 11.1% of Company
revenue. There were no Sesame workshop-licensed sales in the prior year's second
quarter since this license was first introduced in November 2006.
Smithsonian-licensed product sales declined from 35.1% of Company sales to
18.2%.

                                                 Percentage of Sales by license
                                                    for the six months ended
                                                          September 30,
                                                 -----------------------------
License                                               2007             2006
------------------------------------------------------------------------------
Disney                                                   51.7%            38.2%
Smithsonian                                              18.2             35.1
Proprietary                                              16.7             16.3
Sesame Workshop                                          11.1              0.0
All other                                                 2.3             10.4
                                                 -----------------------------
Total                                                   100.0            100.0
                                                 =============================

<TABLE>
<CAPTION>

                                         Sales increases, net of provisions
                                        for returns, for the six months ended
                                                    September 30,
                                            ----------------------------
Sales channel                                   2007            2006          Variance        % change
--------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>               <C>
Domestic Supermarkets & Drugstores          $    445,354    $      1,372    $    443,982             NMF

International Mass Market
Distributors                                     693,538         313,714         379,824           121.0%

Direct-to-consumer book distributors
(non-returnable)                                 386,101         161,008         225,093           139.8%

Third Party Direct
Mail Catalogs                                     84,909          76,493           8,416            11.0%

Direct-to-consumer
(returnable)                                      45,938          39,435           6,503            16.5
</TABLE>

For the six months end September 30, 2007, sales increases were broad-based with
all major channels of trade posting increases with the exception of warehouse
club distributors. Sales to domestic supermarket and drug store chains increased
by $443,982 over the prior year as a result of a sale of Disney- and
Sesame-licensed product and proprietary product in new lower-priced formats.

                                 Page 18 of 34
<PAGE>

International mass market distributor sales increased by $379,824 to $693,538 in
the current six month period as a result of ongoing sales and distribution
successes of the Company's two major Spanish language distributors in Latin
America and Spain.

Direct-to-consumer book distributor sales increased to $386,101 in the current
year from $161,008 in the prior year primarily as a result of a) sales to a
major consumer catalog, which purchased three licensed products from Disney and
Sesame Workshop in the current year, and b) increasing demand for the Company's
products from another major direct-to-consumer marketer.

Sales also increased in many other divisions including but not limited to third
party direct mail catalogs, direct-to-consumer returnable accounts, toy and gift
distributors, discount retailers, international book retailers, and
international trade book distributors,
<TABLE>
<CAPTION>

                                          Sales decreases, net of provisions
                                         for returns, for the six months ended
                                                    September 30,
                                            ----------------------------
Sales channel                                   2007            2006          Variance        % change
--------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>               <C>
Domestic Warehouse Club Distributors        $     55,110    $    654,835        (599,725)          (91.6%)

Domestic Book Retailers                           40,583          91,974         (51,391)          (55.9%)

Close-outs                                        58,830         105,002         (46,172)          (44.0%)
</TABLE>

Domestic warehouse club distributor sales decreased from $654,835 to $55,110 in
the current six month period. The decline was a result of a non-recurring sale
of a non-returnable proprietary product in the prior September quarter that did
not occur in the current year. In addition, purchases of book formats by the
clubs can vary from one quarter to another as purchases are on a promotional
basis for a six week exposure on the clubs' shelves. Therefore, timing of
purchases can affect the Company's sales from one quarter to another. This is
further complicated by the sale of AMS to Baker & Taylor. In the intervening
period, BTMS has found it difficult to maintain good distribution relationships
with all three warehouse clubs in the United Sates, with most of their business
now concentrated in the country's largest club, Costco.

Sales to domestic book retailers decreased $51,391 versus the prior year
primarily as a result of the Company's decision to temporarily suspend shipments
to a major chain book seller pending the resolution of credit issues. The
Company believes adequate resolution is imminent and has resumed shipping.

Sales to domestic close-out accounts declined for the six month period as well
mainly due to the timing of orders and availability of product to be
remaindered.

                                  Page 19 of 34
<PAGE>

COST OF SALES.

Three months ended September 30, 2007

The Company's cost of sales for the quarter ended September 30, 2007 increased
$114,501 from $849,704 in the prior year to $964,205 in the current year, an
increase of 13.5%, primarily as a result of 24.6% increase in sales volume. Cost
of sales as a percentage of net sales decreased from 56.5% to 51.4% in the
current quarter as a result of a change in the gross margin mix among sales
divisions and a greater absorption of fixed warehouse and product development
costs due to increased sales. Warehousing and direct product costs were reduced
from $183,306 to $175,954 for the quarter and were down as a percentage of sales
from 12.2% to 9.4%. Product costs as a percentage of net sales were down
slightly from 37.5% to 36.5%. Product development costs were largely unchanged.

Six months ended September 30, 2007

The Company's cost of sales for the six months ended September 30, 2007
increased $168,594 from $1,447,431 in the prior year to $1,616,025 in the
current year, an increase of 11.6%, as a result of the 18.7% gain in sales
volume. Cost of sales as a percentage of net sales decreased from 60.2% to 56.6%
in the current quarter as a result of a change in the sales mix. Product costs
for the current six months remained relatively flat, however total warehouse and
product costs were down for the six months from $358,739 to $349,385 and down as
a percentage of sales from 14.9% to 12.2%.

GROSS PROFIT.

Three months ended September 30, 2007

The resulting gross profit for the quarter ended September 30, 2007 increased
39.4% to $913,382 versus the prior quarter's gross profit of $655,309. Gross
margin was 48.6% in the current quarter versus 43.5% in the quarter ended
September 30, 2006.

Six months ended September 30, 2007

Gross profit for the six months ended September 30, 2007 increased 29.4% to
$1,238,461 versus the prior year's gross profit of $957,434. Gross margin was
43.4% in the current year versus 39.8% for the six months ended September 30,
2006.


                                  Page 20 of 34
<PAGE>

SELLING, GENERAL & ADMINISTRATIVE COSTS.

Three months ended September 30, 2007

The Company's selling, general and administrative costs ("SG&A") increased 30.8%
or $178,082 to $757,049 for the three months ended September 30, 2007 versus
$578,966 for the three months ended September 30, 2006. As a percentage of net
sales, SG&A expenses were 40.3%, up from 38.5% of net sales the prior fiscal
year. The increase in SG&A expenses was largely due to increased royalty
expenses. The increase was largely due to a) an increase in fiscal 2008 of the
contractual royalty obligations to the Smithsonian Institution and b) the
increase in royalty expenses resulting from the greater percentage of revenue
attributable to Disney- and Sesame-licensed product sales.

Six months ended September 30, 2007

SG&A increased 26.7% or $313,715 to $1,489,781 for the six months ended
September 30, 2007 versus $1,176,066 for the six months ended September 30,
2006. Of this increase, $193,341 was attributed to royalty expenses which were
primarily due to a) contractual royalty obligations to the Smithsonian
Institution as well as b) the increase in royalty expenses resulting from the
greater percentage of revenue attributable to licensed product sales. While
expenses for legal services were down significantly by $20,776, they were offset
by a $35,843 increase in consultant fees paid to a firm engaged to seek
strategic alternatives for the Company. As a percentage of net sales, selling,
general and administrative expenses increased from 48.9% of net sales from the
prior year to 52.2% of net sales in the current quarter.

INCOME / LOSS FROM OPERATIONS.

Three months ended September 30, 2007

For the quarter ended September 30, 2007, the income from operations was
$156,333, or 8.3% of revenue, versus income of $76,343, or 5.1% of revenues, for
the prior year's quarter.

Six months ended September 30, 2007

For the six months ended September 30, 2007, the loss from operations was
$251,320 versus a loss of $218,632 for the prior year.

OTHER EXPENSE.

Three months ended September 30, 2007

The Company's other expense for the quarter ended September 30, 2007 was $19,453
versus $27,879 for the quarter ended September 30, 2006. This expense is mostly
made up of interest paid to carry the Company's bank and shareholder debt,
offset in this quarter by income from distribution fees from third party
publishers and a favorable Canadian currency exchange.

Six months ended September 30, 2007

The Company's other expense for the six months ended September 30, 2007 was
$52,423 versus $82,385 for the six months ended September 30, 2006. Again,
interest expenses which were largely unchanged in the current six month period
versus a year ago were offset by an increase in the third party distribution
fees, rental income and gains associated with a favorable Canadian currency
exchange.

                                 Page 21 of 34
<PAGE>

NET INCOME / LOSS.

Three months ended September 30, 2007

As a result of the items discussed above, the Company's net income for the
quarter ended September 30, 2007 was $136,880 compared to net income of $48,464
for the comparable prior quarter.

Six months ended September 30, 2007

As a result of the items discussed above, the Company's net loss for the six
months ended September 30, 2007 was $303,743 compared to a net loss of $301,017
for the comparable prior six months.

Impact of New Accounting Pronouncements
---------------------------------------

In June 2006, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109" (FIN 48), which clarifies the
accounting for uncertainty in tax positions. FIN 48 requires the recognition of
a tax position when it is more likely than not that the tax position will be
sustained upon examination by taxing authorities, based upon the technical
merits of the position. The provisions of FIN 48 are effective for the Company
on April 1, 2007. The Company does not expect the adoption of FIN 48 to have a
material impact on the financial statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 157, "Fair Value Measurements" (SFAS 157), which provides guidance
for using fair value to measure assets and liabilities. SFAS 157 defines fair
value and establishes a framework for measuring fair value; however, SFAS 157
does not expand the use of fair value in any new circumstances. The provisions
of SFAS 157 are effective for the Company on April 1, 2008. The Company does not
expect the adoption of SFAS 157 to have a material impact on the financial
statements.

Critical Accounting Estimates
-----------------------------

Management's discussion and analysis of financial condition and results of
operations are based upon the Company's financial statements which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
the Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses and related disclosures. On an
ongoing basis, the Company evaluates its estimates and judgments based on
historical experience and various other factors that are believed to be

                                 Page 22 of 34
<PAGE>

reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions. The Company annually
reviews its financial reporting and disclosure practices and accounting policies
to ensure that its financial reporting and disclosures provide accurate and
transparent information relative to the current economic and business
environment. The Company believes that of its significant accounting policies
(see summary of significant accounting policies more fully described on Note 2
of notes to our financial statements), the following policies involve a higher
degree of judgment and/or complexity:

Pre-Publication Costs

Pre-publication costs are deferred and amortized on an accelerated method over
their expected revenue generating lives.

Prepaid Catalog Costs

Catalogs and brochures are amortized over the period benefited, not to exceed
the publication date of the subsequent brochure or twelve months, whichever is
less.

Inventory

The company reviews its inventory for obsolescence and provides for obsolescence
when the inventory becomes unsaleable over a reasonable time.

Reserve for Returns

The Company maintains allowances for product returns. These allowances are based
on historical experience and known factors regarding specific information from
customers or a product's known sell-through performance in the marketplace. If
product return rates exceeded the established allowances, additional allowances
would be required. The Company attempts to resell all returned product whenever
possible.
<TABLE>
<CAPTION>

Liquidity and Capital Resources

                                              For the quarters ended
                                                   September 30,
                                            ----------------------------
                                                2007            2006          Variance        % change
--------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>                     <C>
Net assets (deficiency)                     $    212,342    $    231,831    $     19,489            (8.4%)

Working capital (deficiency)                    (100,133)       (285,719)        185,586            65.0%

Accounts receivable, net                       1,652,449       1,522,503        (129,946)           (8.5%)

Accounts payable and accrued expenses          1,416,978       1,835,218        (418,240)          (22.8%)

Royalties and commissions payable                480,468         233,019         247,449           106.2%

</TABLE>

                                  Page 23 of 34
<PAGE>


At September 30, 2007 the Company had net assets of $212,342 versus net assets
of $231,831 at September 30, 2006. Working capital improved by $185,586 from a
deficiency of $285,719 to a deficiency of $100,133 at September 30, 2007.

Accounts receivable increased from $1,522,503 at September 30, 2006 to
$1,652,449 at September 30, 2007, an increase of $129,946 (see comments below
regarding Advanced Marketing Services). Accounts payable and accrued expenses
decreased $418,240 versus the prior year from $1,835,218 to $1,416,978 at
September 30, 2007. Royalties and commissions payable increased $247,449 versus
the prior year from $233,019 at September 30, 2006 to $480,468 at September 30,
2007 primarily as a result of the sales mix and the increased level of sales.

On December 29, 2006, Advanced Marketing Services, Inc. (AMS), one of the
Company's largest customers and the largest distributor to the warehouse clubs,
filed for Chapter 11 Bankruptcy in the U.S. Bankruptcy Court for the District of
Delaware.

AMS operated under a $75 million debtor-in-possession financing from Wells Fargo
Foothill and as a result the Company continued to do business with AMS from
December 29, 2006 up until March 12, 2007. On this date, AMS' wholesale
distributing business and related assets were sold to Baker & Taylor, which
formed Baker & Taylor Marketing Services (BTMS) to ship product to the warehouse
clubs.

In May 2007 the Company signed two returns program agreements with AMS, as
debtor and debtor-in-possession, to return a significant portion of inventory
which will offset the outstanding receivable. Based on the information currently
available the Company believes its reserves are sufficient to cover any
reduction in receivables that may result from any bankruptcy settlement and the
pending returns. The Company continues to receive returns from AMS under the two
returns programs and as of September 30, 2007, the Company had lowered its net
outstanding receivables from AMS to $93,700. As of November 12, 2007 the net
outstanding receivable had further decreased to $31,500.

Expected cash flows from operations supplemented by anticipated lending sources
are forecast to be adequate in covering the Company's operations. Although the
Company does not expect to run out of available funds in the coming fiscal year,
it does expect that the need for capital will continue to eclipse the limits of
its revolving credit facility, including the amended facility of $850,000, the
additional bank borrowing of $100,000 and the shareholder note of $234,000, if
revenue growth is to be realized. The Company is also currently negotiating with
its lender for an extension and increase of its credit lines.

The Company continues to explore alternative financing options in the event that
cash flow does not materialize in line with current expectations. Additional
working capital would be required to fund new growth opportunities and
publication initiatives. It is believed a strategic or private equity investor
would allow the Company to better position itself for growth by providing
working capital for future publishing initiatives and even a strategic
acquisition.

                                 Page 24 of 34
<PAGE>

As of November 12, 2007, the balance on the Company's revolving line of credit
was $834,000 out of $850,000 available. As of September 30, 2007 the balance on
the Company's revolving line of credit was $676,206 out of $850,000 available to
the Company.

As of November 12, 2007 the Company's backlog was approximately $2,489,000. On
November 28, 2006 the Company received a $260,000 short-term note from its
principal shareholder (William W. Burnham, Chairman of the Board). The note is
due April 30, 2009. Interest is payable monthly at 6.50%. There were no
repayments in the quarter ended September 30, 2007.

The Company has engaged Delta Capital to assist in identifying and negotiating
with possible financing sources.


                                 Page 25 of 34
<PAGE>

Forward-looking Statements
---------------------------

We have made forward-looking statements in this report that are subject to a
number of risks and uncertainties, including without limitation, those described
in our Annual Report on Form 10-KSB for the year ended March 31, 2007 and other
risks and uncertainties indicated from time to time in our filings with the SEC.
These forward-looking statements are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include the information concerning possible or assumed future results
of operations. Also, when we use words such as "believes," "expects,"
"anticipates" or similar expressions, we are making forward-looking statements.
Readers should understand that the following important factors, in addition to
those discussed in the referenced SEC filings, could affect our future financial
results, and could cause actual results to differ materially from those
expressed in our forward-looking statements:

* The implementation of our strategies;

* The availability of additional capital;

* Variations in stock prices and interest rates;

* Fluctuations in quarterly operating results; and

* Other risks and uncertainties described in our filings with the SEC.

We make no commitment to disclose any revisions to forward-looking statements,
or any facts, events or circumstances after the date hereof that may bear upon
forward-looking statements.


         PART II          OTHER INFORMATION
         -------


Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities

None.


Item 3.  Defaults upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders

None


                                 Page 26 of 34
<PAGE>

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K.

(a)      Exhibits
-------------------

3a.      Certificate of Incorporation (incorporated by reference to the
         Company's registration statement on Form S-18 (file number 33-14379B)).

3b.      Certificate of Amendment of Certificate of Incorporation (incorporated
         by reference to the Company's registration statement on Form S-18 (file
         number 33-14379B)).

3c.      By-laws of Company (incorporated by reference to the Company's
         registration statement on Form S-18 (file number 33-14379B)).

3d.      Certificate of Incorporation of Norwest Manufacturing Company
         (incorporated by reference to the Company's registration statement on
         Form S-18 (file number 33-14379B)).

3e.      Certificate Amending Certificate of Incorporation of Norwest
         Manufacturing Company dated December 5, 1979 (incorporated by reference
         to the Company's registration statement on Form S-18 (file number
         33-14379B)).

3f.      Certificate Amending Certificate of Incorporation of Trudy Toys
         Company, Inc. dated March 27, 1984 (incorporated by reference to the
         Company's registration statement on Form S-18 (file number 33-14379B)).

31.1     Certification of Chief Executive Officer Pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial Officer Pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1     Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
         1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.

32.2     Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
         1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.


(b)      Reports on Form 8-K

         I.       None.


                                 Page 27 of 34
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       TRUDY CORPORATION
                                       (REGISTRANT)

Date: November 19, 2007                By: /s/ Ashley C. Andersen
                                           -------------------------------------
                                           Ashley C. Andersen,
                                           President, Chief Executive Officer




                                 Page 28 of 34