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, 2006

                           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 14, 2006
               Common Stock, $.0001 par value: 612,466,330 shares

<PAGE>

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

                  PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

      Balance Sheet - September 30, 2006 (unaudited)                         3

      Statements of Operations (unaudited) for the three and six
        months ended September 30, 2006 and September 30, 2005
        (unaudited)                                                          4

      Statements of Cash Flows (unaudited) for the six months
        ended September 30, 2006 and September 30, 2005
        (unaudited)                                                          5

      Statement of Shareholders' Deficit (unaudited) from
        April 1, 2006 through September 30, 2006                             6

      Notes to Financial Statements (unaudited)                              7

Item 2. Management's Discussion and Analysis                                16


                  PART II.  OTHER INFORMATION

Item 1. Legal Proceedings                                                   27

Item 2. Changes in Securities                                               27

Item 3. Defaults upon Senior Securities                                     27

Item 4. Submission of Matters to a Vote of Security Holders                 28

Item 5. Other Information                                                   28

Item 6. Exhibits and Reports on Form 8-K                                    28

                                       2
<PAGE>

                                Trudy Corporation
                                  Balance Sheet
                               September 30, 2006


Assets                                                              (Unaudited)

Current assets
  Cash and cash equivalents                                        $      2,037
  Accounts receivable, net                                            1,522,503
  Inventory, net                                                      1,576,132
  Prepaid expenses and other current assets                             219,613
                                                                   ------------

    Total current assets                                              3,320,285

  Equipment, net                                                         61,832
  Royalty advances, net                                                 199,031
  Prepublication costs and other assets, net                            519,632
                                                                   ------------

    Total other assets                                                  780,495
                                                                   ------------

    Total assets                                                   $  4,100,780
                                                                   ============



Liabilities and shareholders' deficit

Current liabilities
  Notes payable - Bank                                             $  1,310,152
  Current portion, long term debt                                        29,006
  Accounts payable and accrued expenses                               1,835,218
  Deferred Revenue                                                      198,609
  Royalties and commissions payable                                     233,019
                                                                   ------------

    Total current liabilities                                         3,606,004

Long term liabilities
  Long term debt, net of current portion                                262,945
                                                                   ------------

Total long term liabilities                                             262,945
                                                                   ------------

Total liabilities                                                     3,868,949

Commitments

Shareholders' equity
Common stock - par value
$0.0001, authorized 850,000,000                                          61,247
Paid-in capital                                                       6,931,881
Accumulated deficit                                                  (6,761,297)

Total shareholders' equity                                              231,831
                                                                   ------------

Total liabilities and shareholders' equity                         $  4,100,780
                                                                   ============


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

                                       3
<PAGE>

                                Trudy Corporation
                             Statement of Operations
         For the Quarters Ended September 30, 2006 & September 30, 2005

<TABLE>
<CAPTION>
                                                             Three Month Period                   Six Month Period
                                                             Ended September 30,                 Ended September 30,
                                                      -------------------------------     -------------------------------
                                                          2006              2005              2006              2005
                                                      -------------     -------------     -------------     -------------
                                                       (unaudited)       (unaudited)       (unaudited)       (unaudited)
<S>                                                   <C>               <C>               <C>               <C>
Net Sales                                             $   1,488,763     $   2,312,596     $   2,344,100     $   3,331,037

Cost of sales                                               847,822         1,135,550         1,437,049         1,836,525
                                                      -------------     -------------     -------------     -------------

Gross profit                                                640,941         1,177,046           907,051         1,494,512

Operating expenses:
Selling, general and administrative                         578,966           845,126         1,176,065         1,344,753
                                                      -------------     -------------     -------------     -------------

Income/(loss) from operations                                61,975           331,920          (269,014)          149,759

Other income/(expense)
Interest, net                                               (32,262)          (42,491)          (73,151)          (80,144)
Royalties, net                                               14,368            11,786            50,383            17,157
Other income, net                                             4,383             5,227            (9,235)            8,551

Other income/(expense)                                      (13,511)          (25,478)          (32,003)          (54,436)
                                                      -------------     -------------     -------------     -------------

Net income/(loss)                                     $      48,464     $     306,442     $    (301,017)    $      95,324
                                                      =============     =============     =============     =============

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

Weighted average number of shares outstanding           594,614,225       457,723,187       527,045,398       456,734,057
                                                      =============     =============     =============     =============
</TABLE>

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

                                       4
<PAGE>

                                Trudy Corporation
                       Statements of Shareholders' Deficit
                        Quarter ended September 30, 2006

<TABLE>
<CAPTION>
                                     Common Stock
                         ---------------------------------------    Additional Paid-in      Accumulated          Total Shareholders'
                               Shares               Amount               Capital               Deficit                 Equity
                         ------------------   ------------------    ------------------    ------------------     ------------------
<S>                             <C>           <C>                   <C>                   <C>                    <C>
Balance at
  March 31, 2006
  (audited)                     458,734,057   $           45,874    $        5,383,384    $       (6,460,280)    $       (1,031,022)

Contributed compensation                 --                   --                22,697                    --                 22,697

Net loss (unaudited)                     --                   --                    --              (349,481)              (349,481)

                         ------------------   ------------------    ------------------    ------------------     ------------------
Balance at
  June 30, 2006
  (unaudited)                   458,734,057   $           45,874    $        5,406,081    $       (6,809,761)    $       (1,357,806)
                         ==================   ==================    ==================    ==================     ==================

Debt conversion                 140,432,273   $           14,043    $        1,390,280                           $        1,404,323

Stock-based
  consulting expense             12,500,000                1,250               130,000                                      131,250

Board Compensation                  800,000                   80                 5,520                                        5,600

Net income (unaudited)                                                                                48,464                 48,464

                         ------------------   ------------------    ------------------    ------------------     ------------------
Balance at
  September 30, 2006            612,466,330   $           61,247    $        6,931,881    $       (6,761,297)    $          231,831
                         ==================   ==================    ==================    ==================     ==================
</TABLE>

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

                                       5
<PAGE>

                                Trudy Corporation
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                        For the Six Months Ended
                                                                              September 30,
                                                                    ---------------------------------
                                                                         2006               2005
                                                                    --------------     --------------
                                                                      (unaudited)        (unaudited)
<S>                                                                 <C>                <C>
Cash Flows From Operating Activities
Net income/(loss)                                                   $     (301,017)    $       95,324
Adjustments to reconcile net income to net cash provided
by / (used in) operating activities:
  Depreciation                                                               8,748              8,784
  Amortization of pre-publication costs                                     37,790            132,113
  Provision for losses on accounts receivable                              (18,535)           (43,465)
  Provision for promotional allowance                                          430                  0
  Provision for slow moving inventory                                       15,000                  0
  Provision for sales returns                                             (413,405)           231,718
  Contributed compensation                                                  22,697             50,373
  Director fee                                                               5,600                  0
  Consulting fee                                                            10,938                  0
  Interest expense                                                           5,798                  0

Changes in operating assets and liabilities:
  Decrease (Increase) in accounts receivable                               327,283         (1,025,904)
  Decrease (Increase) in inventories                                        76,165           (143,935)
  (Increase) Decrease in prepaid expenses and other current assets          (6,689)            52,925
  Increase (Decrease) in accounts payable and accrued expenses              41,058            158,331
  Increase (Decrease) in deferred revenue                                  198,609                  0
  Increase (Decrease) in royalties and commissions payable                 (47,019)           102,717
                                                                    --------------     --------------
Net cash provided /(used) used by operating activities                     (36,549)          (381,019)

Investing activities:
  Purchases of property and equipment                                      (48,644)            (7,866)
  Pre-publication and royalty advances                                     (32,743)          (119,221)
                                                                    --------------     --------------
Net cash used by investing activities                                      (81,387)          (127,087)

Financing activities:
  Net change in note payable, bank                                         143,119            550,000
  Repayments to related parties                                            (33,607)           (98,628)
                                                                    --------------     --------------
Net cash provided/(used) by financing activities                           109,512            451,372
                                                                    --------------     --------------

Net increase (decrease) in cash and cash equivalents                        (8,424)           (26,285)
Cash and cash equivalents at beginning of period                            10,461             32,442
                                                                    --------------     --------------
Cash and cash equivalents at end of period                          $        2,037     $        6,157
                                                                    ==============     ==============



Cash paid for interest                                              $       58,323     $       26,101
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.

                                       6
<PAGE>

                        TRUDY CORPORATION AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


Reclassifications

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 of Soundprints
and Studio Mouse.

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 three and six month
periods ended September 30, 2006 are not necessarily indicative of the results
that may be expected for the year ending March 31, 2007. 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, 2006.


2.   Summary of Significant Accounting Policies

Principles of Consolidation

Investments in 20% to 50% owned equities are accounted for using the equity
method. Ownership interests in excess of 50% are accounted for in consolidation.


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.

                                       7
<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.

                                       8
<PAGE>

Pre-Publication Costs

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


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, an imprint
of Disney Children's Book Group, LLC ("Disney"). 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

                                       9
<PAGE>

there are no obligations to perform services. Advance royalty payments are
recorded as expense when such advance represents a nonrefundable guarantee.


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.


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

The Company applies SFAS No. 123, "Accounting for Stock-Based Compensation" and
has elected to follow Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" (APB 25) and related Interpretations in
accounting for its employee stock options. Under APB 25, to the extent that the
exercise price of the Company's employee stock options equals management's
estimate of the fair value of the underlying stock on the date of grant, no
compensation expense is recognized.

Deferred expense on stock and options issued to officers and directors for
services or other consideration to be received in the future are offset against
equity and are amortized to expense over the period of benefit.

The Company periodically issues shares of its common stock to employees. 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

                                       10
<PAGE>

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. The assumed
exercise of stock options would not have an effect on earnings per share in
either fiscal year 2007 or 2006.


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 $4,792 and $9,366 for
the three month period ended September 30, 2006 and 2005, respectively.
Advertising expense related to catalogs and brochures was $12,428 and $31,263
for the six month period ended September 30, 2006 and 2005, respectively.


Other advertising expense was $356 and $125 for the three month period ended
September 30, 2006 and 2005, respectively. Other advertising expense was $906
and $675 for the six month period ended September 30, 2006 and 2005,
respectively.

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.

                                       11
<PAGE>

3.   Inventories

Inventories consist of the following:


        Raw Materials                                      $     43,276
        Finished Goods                                        1,867,856
        Reserve for Obsolescence                               (335,000)
                                                           ------------
        Inventory                                          $  1,576,132
                                                           ============


4.   Notes Payable, Bank

Notes payable, bank includes the following:

       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).
       On September 25, 2006 the Company executed this new
       revolving line of credit with its Bank, increasing the credit
       line from $750,000 to $850,000. As part of this agreement
       the Company rolled $100,000 of its $160,000 short term bank
       note into this facility and paid off the $60,000 balance
       remaining.                                                    $  675,000

       Note payable, bank, due on demand. Interest is payable
       monthly at LIBOR plus 1%. The note is secured by a
       personal guarantee of a principal shareholder.                   635,152
                                                                     ----------
                                  Total                              $1,310,152
                                                                     ==========


5.   Long term debt

       Note payable, bank, payable in monthly installments of
       $2,713 including interest at 7%. 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                             268,154

                                       12
<PAGE>

       Note payable, affiliate, payable in monthly installments
       of $2,241.  The note is unsecured.                                23,796
                      Less current portion                              (29,007)
                                                                     ----------
                      Total                                          $  262,943
                                                                     ==========


The scheduled principal payments on long term debt follow:
       Year ending September 30, 2007                                $   29,007
       Year ending September 30, 2008                                    23,720
       Year ending September 30, 2009                                   239,223
                                                                     ----------
                      Total                                          $  291,950
                                                                     ==========


6.   Income Taxes

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

<TABLE>
<CAPTION>
                                                        September 30, 2006               September 30, 2005
                                                   ----------------------------     ----------------------------
                                                      Current        Deferred          Current        Deferred
                                                   ----------------------------     ----------------------------
<S>                                                <C>             <C>              <C>             <C>
Income tax expense (benefit) before application
Of operating loss carryforwards                    $          0    $    120,400     $          0    $     38,100

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

Change in valuation allowance                                 0        (120,400)               0         (38,100)
                                                   ----------------------------     ----------------------------

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

The deferred taxes are comprised of the following at September 30, 2006:

       Net operating loss carryforwards                     $  1,682,000
       Reserves and allowances                                   240,000
                                                            ------------

       Total deferred tax assets                               1,922,000
       Less valuation allowance                               (1,922,000)
                                                            ------------

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

                                       13
<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,
2006, the Company has a net operating loss carryforward of approximately $3.9
million for federal income tax purposes which expire at various dates through
2024. 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.


7.   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 $23,543 and $21,647 for the three months ended September 30,
2006 and 2005, respectively. Rent expense totaled $47,285 and $43,498 for the
six months ended September 30, 2006 and 2005, respectively.

On July 7, 2006 $1,404,323 of related party debt was converted into equity of
the Company. As a result there were no loan repayments subsequent to June 30,
2006 (see Note 8).

As of September 30, 2006 the Company has borrowings from related parties of
$23,796.

On June 19, 2006 Mr. Bradford Mead was elected to the Board of Directors. Mr.
Mead is the President of Delta Capital Group, Inc, the Company's investment
advisor. Delta Capital Group received fees in the amount of $9,000 from the
Company in the quarters ended September 30, 2006 and 2005, respectively. Delta
Capital Group received $15,000 and $21,000 in fees from the Company for the six
months ended September 30, 2006 and 2005, respectively.

Effective October 30, 2006, the Company and Delta Capital Group terminated their
consulting agreement.


8.   Conversion of Debt into Shares of Common Stock

At the Company's June 19, 2006 Board Meeting, the Board of Directors authorized
and approved a proposed conversion by Mr. William W. Burnham and Mrs. Alice B.
Burnham of their loans to the Company, plus accrued interest, into shares of
Common Stock of the Company. The Board provided the Burnhams with a deadline of
July 15, 2006 by which to elect such conversion and the Burnhams elected to make
such conversion on July 7, 2006.

                                       14
<PAGE>

The Independent Committee of the Board of Directors was charged with formulating
an opinion as to the price at which the Burnhams should be allowed to convert
their loans and accrued interest to equity. In reaching its conclusion the
Committee relied upon the following sources of information:

          a.   The Company's past financials, its current financial position,
               and an understanding of the Company's prospects for the coming
               fiscal year 2007;
          b.   Valuation information made generally available by the media and a
               number of business brokerage sources in the publishing industry;
          c.   Judgment based on many years' experience in the publishing
               industry;
          d.   A review of the average price of Trudy common stock over the past
               30, 60 and 90 days.

Based upon a combination of the above items and reasonable judgment, the
Independent Committee proposed that the Burnham loans and accrued interest be
converted to Trudy Common Stock at a price of $0.01 per share.

The below table summarizes the loans and accrued interest that were converted on
July 7, 2006:

<TABLE>
<CAPTION>
                                                                                         Accrued
              Individual                 Position                          Debt          Interest         Total
         ----------------------------------------------------------------------------------------------------------
<S>                            <C>                                     <C>             <C>             <C>
         Mr. William           Chairman of the Board, Director of
         Burnham               Corporate Development, principal
                               shareholder                             $    825,664    $     22,321    $    847,985

         Mrs. Alice
         Burnham               Director, principal shareholder              454,000         102,338         556,338
                                                                       --------------------------------------------

                                        Total:                         $  1,279,664    $    124,659    $  1,404,323
                                                                       ============================================
</TABLE>


9.   Resignation of Officer

On August 4, 2006, John Sullivan, the Company's Vice President Sales and an
Officer of the Company, tendered his resignation to become an independent sales
representative for the Company. Mr. William Hermes, the Company's existing mass
market sales representative succeeded Mr. Sullivan in his role as Vice President
Sales.

                                       15
<PAGE>

10.  Non-cash Investing and Financing Activities

For the quarter ended September 30, 2006 the Company recorded $5,600 in fees
paid to certain Board Members. The Company paid this fee fees in newly issued
shares of Common Stock out of the 850,000,000 shares authorized.


11.  Subsequent Events

In November the Company received a $100,000 short term note from its Bank.
Interest is equal to the Wall Street Journal reported prime rate plus 1.0% The
note is 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) and a limited guarantee of another principal
shareholder.


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


NET SALES.

Overview

Net Sales for the second quarter of fiscal 2007 decreased 35.6% versus the prior
year. This is primarily due to timing of orders in international and domestic
returnable sales across all the Company's product lines, including Disney and
Smithsonian, as well as opportunistic sales that the Company received a year ago
in the United Kingdom, which were not repeated this quarter. In addition,
shipments of new titles and formats scheduled for launch in the September
Quarter 2006 were delayed until launch dates in the December quarter 2006 and
the March quarter 2007. These delays were largely a result of longer lead times
for print and audio file approvals by the Company's licensors. The Company's
profit margin deteriorated from 50.9% in the prior year to 43.1% in the current
year. The decline in revenue in the second quarter resulted in net income of
$48,464 versus income of $306,442 for the prior year.


Three months ended September 30, 2006

As noted above net sales for the second quarter of fiscal 2007 decreased 35.6%
versus the prior year due to the aforementioned reasons.

As a result of increased title publication and novelty book format development
together with increased marketing efforts, Smithsonian-licensed product's share
of total Company sales increased from 8.7% to 35.6% for the quarter.
Disney-licensed product sales declined from 88.6% of sales to 43.5%, principally
due to a shift in order timing of deliveries to the warehouse clubs, which buy

                                       16
<PAGE>

principally licensed children's novelty books. In the September Quarter 2005,
the clubs requested early fall product distribution. This year, they moved the
timing to the December quarter.


                        Sales by license for the quarters ended September 30,
                      ----------------------------------------------------------
          License             2006                                   2005
--------------------------------------------------------------------------------
Disney                            43.5%                                  88.6%
Smithsonian                       35.6                                    8.7
AVMA                               6.0                                    1.0
All other                         14.9                                    1.7


<TABLE>
<CAPTION>
                                 Sales declines, net of provisions for returns, for
                                       the three months ended September 30,
                                ----------------------------------------------------
       Sales channel                    2006                         2005                 Variance        % change
----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                          <C>                   <C>                 <C>
International
Direct-to-Consumer
Book Distributors                    $   20,166                   $  425,463            $  (405,297)        (95.3)%

Domestic Warehouse
Club Distributors                       296,034                      520,459               (224,425)        (43.1)

International Mass
Market Distributors                     215,492                      428,770               (213,278)        (49.7)
</TABLE>

Sales to International direct-to-consumer book distributors decreased as a
result of opportunistic orders received from two United Kingdom display
marketers last year which were not repeated this year.

Sales to international mass market distributors declined due to late approval of
Spanish language printing files from the Company's two distributors in Spain and
Latin America. This caused portions of the fall 2006 shipments to extend into
the December quarter 2006. While total orders for these customers are up
significantly, the product ship dates pushed into October 2006 as compared with
similar shipments made the year before, which were completed in the September
quarter 2005.

While most divisions experienced decreased sales, sales to international trade
book distributors increased from $6,861 to $88,545 in the current quarter. This
was due mainly to the Company's ongoing efforts to increase its "English as a
secondary language distribution" into as many countries as possible through
attendance at foreign book fairs. Several other divisions including returnable
direct-to-consumer sales, international book clubs and international retail
stores experienced increases in the quarter though not enough to offset the
sales declines in other divisions.

                                       17
<PAGE>

Six months ended September 30, 2006

Net sales for the six months ended September 30, 2006 and September 30, 2005
were $2,344,100 and $3,331,037, respectively. This represents a decrease of
$986,937 or 29.6% over the prior year.

For the six months ended September 30, 2006, Disney-licensed product sales
accounted for 38.2% of the Company's total sales, versus 69.3% of the Company's
sales in the prior year. Sales of product under license with the Smithsonian
Institution increased to 35.1% of sales in the current year from 14.3% in the
six month period ended September 30, 2005. The Company's proprietary products,
largely its Mother Goose series, comprised 16.3% of sales versus 7.0% for the
six month period last year.

                       Sales by license for the six months ended September 30,
                      ----------------------------------------------------------
          License             2006                                   2005
--------------------------------------------------------------------------------
Disney                           38.2%                                  69.3%
Smithsonian                      35.1                                   14.3
Proprietary                      16.3                                    7.0
AVMA                              4.9                                    1.5
All other                         5.5                                    7.9



For the six months ended September 30, 2006, the decrease in net sales is
attributable to several channels of trade:

<TABLE>
<CAPTION>
                                   Sales declines, net of provisions for returns,
                                       for the six months ended September 30,
                                ----------------------------------------------------
       Sales channel                    2006                         2005                 Variance        % change
----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                          <C>                   <C>                 <C>
International
Direct-to-Consumer
Book Distributors                   $     20,166                  $    507,723          $   (487,557)       (96.0%)

Domestic
Direct-to-Consumer
Book Distributors                        161,008                       542,198              (381,190)       (70.3%)

International Mass
Market Distributors                      261,410                       473,317              (211,907)       (44.8%)
</TABLE>

                                       18
<PAGE>

International direct-to-consumer book distributor sales decreased as a result of
non-repeating orders this year versus the comparable 2005 six month period.

Sales to domestic direct-to-consumer book distributors decreased for the same
reason as the international direct to consumer division, where orders a year ago
to the single largest domestic display marketer were not repeatable this year.
This channel of trade is based upon opportunistic sales and does not follow a
regularly repeating order cycle.

International mass market distributor sales decreased as a result of delays in
large shipments from the September 2006 quarter to the December 2006 quarter.

For the six months ended September 30, 2006, several channels of trade
experienced increased sales, including domestic warehouse club distributors. For
the six months, sales increased $180,156, or 38.0% versus the prior year. Again,
this increase is a function of the timing of warehouse club distribution needs.
As a result of the Company's ongoing efforts to develop non-returnable sales
channels, 40% or $262,350 of the Company's total sales to domestic warehouse
club distributors for the six months ended September 30, 2006 was sold
non-returnable at greater discounts than the traditional returnable sales
channels.

Sales to the Company's Canadian book distributor increased 62.1% for the six
month period from $86,135 to $139,593 as a result of an increase in the
regularity of orders and a decrease in returns. International trade book
distributor sales also increased 104.0% versus the prior year from $57,440 to
$117,198. Sales to specialty retail accounts, such as Discovery Stores,
increased 36.7%. Unfortunately these increases were not sufficient to offset the
declines experienced in other divisions.


COST OF SALES.

Three months ended September 30, 2006

The Company's cost of sales for the quarter ended September 30, 2006 decreased
$287,728 from $1,135,550 in the prior year to $847,822 in the current year, a
decrease of 25.3%, as a result of lower sales volume. Cost of sales as a
percentage of net sales increased from 49.1% to 56.9% in the current quarter.


Six months ended September 30, 2006

The Company's cost of sales for the six months ended September 30, 2006
decreased $399,476 from $1,836,525 in the prior year to $1,437,049 in the
current year, a decrease of 21.8%. Again the decrease came as a result of lower
sales volume. Cost of sales as a percentage of net sales increased from 55.1% to
61.3% in the current quarter. For both the three-month and six-month periods,
the increase in cost of sales as a percentage of sales is a result primarily of
the Company's relatively consistent product development costs and other fixed
costs relative to the lower sales volume.

                                       19
<PAGE>

GROSS PROFIT.

Three months ended September 30, 2006

The resulting gross profit for the quarter ended September 30, 2006 decreased
45.5% to $640,941 versus the prior quarter's gross profit of $1,177,046. Gross
margin was 43.1% in the current quarter versus 50.9% in the quarter ended
September 30, 2005.


Six months ended September 30, 2006

Gross profit for the six months ended September 30, 2006 decreased 39.3% to
$907,051 versus the prior year's gross profit of $1,494,512. Year to date gross
margin was 38.7% versus 44.9% in 2005.


SELLING, GENERAL & ADMINISTRATIVE COSTS.

Three months ended September 30, 2006

The Company's selling, general, and administrative costs decreased $266,160 to
$578,966 for the three months ended September 30, 2006 versus $845,126 for the
three months ended September 30, 2005. As a percentage of net sales, selling,
general and administrative expenses increased from 36.5% of net sales from the
prior quarter to 38.9% of net sales in the current quarter.

Selling expenses decreased principally due to royalties which decreased $198,572
from $319,081 to $120,509, a 62.2% decrease for the current quarter versus the
prior year. The decrease is primarily the result of decreased sales of licensed
products as a percentage of sales for the current quarter versus the prior year.
Additional factors contributing to the decrease in selling and administrative
expenses came as a result of temporary reductions in staffing levels and
diligent oversight of other expense categories.


Six months ended September 30, 2006

For the six months ended September 30, 2006 the Company's selling, general, and
administrative costs decreased $168,688 to $1,176,065 from $1,344,753. As a
percentage of net sales, selling, general and administrative expenses increased
from 40.4% of net sales from the prior year to 50.2% of net sales in the current
year.

Selling expenses again decreased principally as a result of royalties which
decreased $117,177 from $388,564 to $271,387, a 30.2% decrease for the current
year versus the prior year. The decrease is primarily the result of the
decreased sales and the changed sales mix in the current year.

                                       20
<PAGE>

As mentioned above, salary-related expenses declined for the year and a
reduction in sales commissions also contributed to the decline in expenses.


INCOME/LOSS FROM OPERATIONS.

Three months ended September 30, 2006

For the quarter ended September 30, 2006, the income from operations was $61,975
versus income of $331,920 for the prior year's quarter. This is a decrease of
$269,945.

Six months ended September 30, 2006

For the six months ended September 30, 2006, the loss from operations was
$269,014 versus income of $149,759 for the prior year's quarter, a decrease of
$418,773.


OTHER EXPENSE.

Three months ended September 30, 2006

The Company's other expense for the quarter ended September 30, 2006 was $13,511
versus $25,478 for the quarter ended September 30, 2005. Increased royalty
income and decreased interest expense contributed to the decreased expense.

Six months ended September 30, 2006

The Company's other expense for the six months ended September 30, 2006 was
$32,003 versus $54,436 for the six months ended September 30, 2005. Lower
interest expense and increased royalty income were again the primary factors
contributing to the 41.2% decrease in other expense.


NET INCOME/LOSS.

Three months ended September 30, 2006

As a result of the items discussed above, the Company's net income for the
quarter ended September 30, 2006 was $48,464 compared to net income of $306,442
for the comparable prior quarter.

Six months ended September 30, 2006

For the six months ended September 30, 2006 the Company's net loss was $301,017
compared to net income of $95,324 for the comparable prior year.

                                       21
<PAGE>

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

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 Company is currently
evaluating the various transition provisions under SFAS 123R and will adopt SFAS
123R effective for the fiscal year beginning after July 1, 2005, which is
expected to result in increased compensation expense in future periods.

In May 2005, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 154, "Accounting Changes and Error
Corrections" (SFAS 154), which supersedes Accounting Principles Bulletin (APB)
Opinion No. 20, "Accounting Changes" and SFAS No. 3, "Reporting Accounting
Changes in Interim Financial Statements". SFAS 154 changes the requirements for
and reporting of changes in accounting principle. The statement requires the
retroactive application to prior periods' financial statements of changes in
accounting principles, unless it is impracticable to determine either the period
specific effects of the cumulative effect of the change. SFAS 154 does not
change the guidance for reporting the correction of an error in previously
issued financial statements or the change in an accounting estimate. SFAS 154 is
effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. The adoption of SFAS 154 is not expected to
have a material impact on our 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
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:

                                       22
<PAGE>

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.


Liquidity and Capital Resources

<TABLE>
<CAPTION>
                                         For the quarters ended
                                              September 30,
                                     ------------------------------
                                          2006             2005          Variance           % change
-----------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>              <C>                    <C>
Net assets (deficiency)              $    231,831     $ (1,201,929)    $  1,433,760            119.3%

Working capital (deficiency)             (285,719)          68,392         (354,111)          (510.3)

Accounts receivable                     1,522,503        1,802,493         (279,990)           (15.5)

Accounts payable and
accrued expenses                        1,835,218        1,379,280          455,938             33.1

Royalties and commissions payable         233,019          494,060         (261,041)           (52.8)
</TABLE>

                                       23
<PAGE>

At September 30, 2006 the Company had net assets of $231,831 versus a deficiency
at September 30, 2005 of $1,201,929. Working capital deteriorated by $354,111
from $68,392 to a deficiency of $285,719 at September 30, 2006.

Accounts receivable decreased from $1,802,493 at September 30, 2005 to
$1,522,503 at September 30, 2006, a decrease of $279,990. The decreases in
accounts receivable is attributable to a general decrease in net sales. Accounts
payable and accrued expenses increased $455,938 versus the prior year from
$1,379,280 to $1,835,218 at September 30, 2006. Royalties and commissions
payable decreased $261,041 versus the prior year from $494,060 at September 30,
2005 to $233,019 at September 30, 2006 primarily as a result of the sales mix
and lower level of sales.

On September 25, 2006 the Company executed an increased credit line with its
bank. Significant terms are as follows:

     1.   The current credit line increased from $750,000 to $850,000;
     2.   For the $160,000 term note the Company folded $100,000 of this note
          into the expanded credit line. The remaining $60,000 was repaid at the
          time of closing.
     3.   Interest is payable monthly equal to the Wall Street Journal reported
          prime rate plus 1.0%, a decrease of 50 basis points from the previous
          terms;
     4.   The term of the credit line is 2 years from closing;
     5.   Borrowings are subject to a borrowing base equal to 80% of eligible
          accounts receivable;
     6.   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).

On November 10, 2006 the Company closed on an additional $100,000 short term
note with the same terms as its credit line. The note is 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).

As of September 30, 2006 the balance on the Company's revolving line of credit
was $675,000. As noted above the maximum amount of funds currently available to
the Company is $850,000.

In November the Company received a $100,000 short term note from its Bank.
Interest is equal to the Wall Street Journal reported prime rate plus 1.0% The
note is 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) and a limited guarantee of another principal
shareholder.

As of November 13, 2006 the Company's backlog was approximately $1,828,000.

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, if
revenue growth is to be realized. The Company continues to explore outside

                                       24
<PAGE>

funding 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.

On October 30, 2006 the Company and Delta Capital Group, LLC terminated their
engagement which had provided assistance in seeking and securing financing while
exploring the Company's strategic options. It continues to maintain its
engagement with Stanton, Walker & Company with the objective to seek out
accretive acquisitions.

On June 19, 2006 the Board of Directors authorized a proposed conversion of debt
and accrued interest into shares of Common Stock of the Company by Mr. William
W. Burnham and Mrs. Alice B. Burnham. The Board provided the Burnhams with a
deadline of July 15, 2006 by which to elect such conversion. On July 7, 2006 Mr.
William W. Burnham and Mrs. Alice B. Burnham converted such loans made to the
Company, plus accrued interest, into shares of Common Stock.

The Independent Committee of the Board of Directors, which was charged with
formulating an opinion as to the price at which the Burnhams should be allowed
to convert their loans and accrued interest to equity, proposed that the Burnham
loans and accrued interest be converted to Trudy Common Stock at a price of
$0.01 per share. At the Board of Directors meeting held June 19, 2006, the Board
of Directors of Trudy unanimously approved such conversion price, Mr. and Mrs.
Burnham having recused themselves from voting.

The below table summarizes the loans and accrued interest that was converted on
July 7, 2006 based on principal and accrued interest balances as of July 7,
2006:

<TABLE>
<CAPTION>
                                                                                  Accrued
       Individual                 Position                          Debt          Interest         Total
  ----------------------------------------------------------------------------------------------------------
<S>                     <C>                                     <C>             <C>             <C>
  Mr. William           Chairman of the Board, Director of
  Burnham               Corporate Development, principal
                        shareholder                             $    825,664    $     22,321    $    847,985

  Mrs. Alice
  Burnham               Director, principal shareholder              454,000         102,338         556,338
                                                                --------------------------------------------

                                 Total:                         $  1,279,664    $    124,659    $  1,404,323
                                                                ============================================
</TABLE>

The conversion of debt and accrued interest on July 7, 2006 created 140,432,273
newly issued shares of common stock out of the 850,000,000 shares authorized.

In July, 2006 the Company retained Stanton Walker to provide corporate
development and accretive acquisition advisory services, among other offerings.
On August 31, 2006, the Company filed an S-8 with the Securities and Exchange
Commission, registering 12,500,000 shares. These shares have been issued to
Stanton Walker in consideration of services.

                                       25
<PAGE>

On August 1, 2006 the Company granted an aggregate of 800,000 shares to four
Directors for their respective services rendered to the Company. The shares were
valued at $0.007/share, the closing price of the Company's Common Stock as
reported by the OTC Bulletin Board on August 1, 2006.

The Burnham conversion of debt to equity, the issuance of shares to Stanton
Walker, and the 800,000 shares provided to four Directors, when added to the
458,734,057 fully diluted current shares previously outstanding, yields a new
total shares issued and outstanding of 612,466,330. The Burnham family now owns
approximately 51.6% of the issued and outstanding shares of Common Stock.

                                       26
<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, 2006 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

                                       27
<PAGE>

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

None

Item 5.           Other Information

Form S-8 filed August 31, 2006

The prospectus relates to the offer and sale by Trudy Corporation, a total of
12,500,000 shares of its common stock, par value $0.0001 per share, pursuant to
a Consulting Agreement with Stanton, Walker & Company ("Stanton, Walker"), in
consideration of services to be rendered to Trudy by Stanton, Walker. Of such
total, 6,250,000 shares were issued to each of the two principals of Stanton,
Walker: Richard P. Stanton and Richard H. Walker.


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

None.

                                       28
<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 20, 2006                   By: /s/ ASHLEY C. ANDERSEN
                                              ----------------------------------
                                              Ashley C. Andersen,
                                              President, Chief Executive Officer
                                              Acting Chief Financial Officer

                                       29