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, 2005


                           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.

         Indicate by check mark whether the registrant is a shell company (as
    defined by Rule 12b-2 of the Exchange Act)
                                                                  Yes [ ] No [X]


                              SHARES OUTSTANDING AT
                                November 14, 2005
               Common Stock, $.0001 par value: 458,734,057 shares
<PAGE>

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

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Consolidated Balance Sheet - September 30, 2005 (unaudited)         3

        Consolidated Statements of Operations (unaudited) for the
         three and six months ended September 30, 2005 and
         September 30, 2004 (unaudited)                                     4

        Consolidated Statements of Cash Flows (unaudited) for the
         six months ended September 30, 2005 and September 30, 2004
         (unaudited)                                                        5

        Consolidated Statement of Shareholders' Deficit (unaudited) from
         April 1, 2005 through September 30, 2005                           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                27

Item 5. Other Information                                                  27

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

<PAGE>

                        Trudy Corporation and Subsidiary
                           Consolidated Balance Sheet
                                                                   September 30,
                                                                       2005
                                                                    -----------
                                                                    (Unaudited)
Assets

Current assets:
  Cash and cash equivalents                                         $     6,157
  Accounts receivable, net                                            1,802,493
  Inventories                                                         1,307,628
  Prepaid expenses and other current assets                             127,025
                                                                    -----------

    Total current assets                                              3,243,303

Equipment, net                                                           30,068
Royalty advances, net                                                   183,048
Pre-publication costs and other assets, net                             538,804
                                                                    -----------

    Total other assets                                                  751,920
                                                                    -----------

      Total assets                                                  $ 3,995,223
                                                                    ===========
Liabilities and shareholders' equity

Current liabilities:
  Notes payable - bank                                              $ 1,266,484
  Current portion, long term debt                                        35,087
  Accounts payable and accrued expenses                               1,379,280
  Royalties and commissions payable                                     494,060
                                                                    -----------

      Total current liabilities                                       3,174,911

Long-term liabilities:
  Due to The Chart Studio (Pty) Ltd.                                    364,934
  Long term debt, net of current portion                              1,657,307
                                                                    -----------

      Total long-term liabilities                                     2,022,241

                                                                    -----------
      Total liabilities                                               5,197,152

Shareholders' equity:
  Common stock: $.0001 par value                                         48,574
  Additional paid-in capital                                          5,332,224
  Accumulated equity deficit                                         (6,582,727)
                                                                    -----------

      Total shareholders' equity                                     (1,201,929)
                                                                    -----------

      Total liabilities and shareholders' equity                    $ 3,995,223
                                                                    ===========

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

                                       3
<PAGE>
<TABLE>
<CAPTION>

                        Trudy Corporation and Subsidiary
                      Consolidated Statement of Operations
        For the Quarters Ended September 30, 2005 and September 30, 2004

                                                           Three Month Period                   Six Month Period
                                                           Ended September 30,                 Ended September 30,
                                                     -------------------------------     -------------------------------
                                                         2005              2004              2005              2004
                                                     -------------     -------------     -------------     -------------
                                                     (Unaudited)        (Unaudited)       (Unaudited)       (Unaudited)
<S>                                                  <C>               <C>                   <C>               <C>
Net Sales                                            $   2,312,596     $   1,973,189         3,331,037         2,802,624

Cost of Sales                                            1,135,550         1,024,243         1,836,525         1,462,618

                                                     -------------     -------------     -------------     -------------
Gross Profit                                             1,177,046           948,946         1,494,512         1,340,007

Operating expenses
  Selling, general and administrative                      846,886           712,058         1,346,513         1,324,360
                                                     -------------     -------------     -------------     -------------

Income from operations                                     330,161           236,888           148,000            15,647

Other income (expense)
  Interest, net                                            (42,491)          (38,613)          (80,144)          (73,985)
  Royalties, net                                            13,151            (5,266)           16,922             2,682
  Other income/(expense)                                     5,622             1,840            10,546             7,568
                                                     -------------     -------------     -------------     -------------

Other income/(expense):                                    (23,718)          (42,040)          (52,676)          (63,735)
                                                     -------------     -------------     -------------     -------------

Income/(loss) before minority interest                     306,442           194,849            95,324           (48,088)

  Minority interest income/(expense)                            --                --               551

                                                     -------------     -------------     -------------     -------------
Net income/(loss)                                          306,442           194,849            95,324           (47,537)
                                                     =============     =============     =============     =============

Basic and diluted net income/(loss) loss per share   $       0.001     $          --     $          --     $          --
                                                     =============     =============     =============     =============

Weighted average number of shares outstanding          457,723,187       442,460,249       456,734,057       442,460,249
                                                     =============     =============     =============     =============
</TABLE>

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

                                       4
<PAGE>
<TABLE>
<CAPTION>

                        Trudy Corporation and Subsidiary
                Consolidated Statements of Shareholders' Deficit
                        Quarter ended September 30, 2005

                                                                                                 Total
                                          Common Stock           Additional                   Shareholders'
                                  ---------------------------     Paid-in       Accumulated     (Deficit)
                                     Shares         Amount        Capital         Deficit        Equity
                                  ------------   ------------   ------------   ------------   ------------
<S>              <C> <C>           <C>           <C>            <C>            <C>            <C>
Balance at March 31, 2005          455,734,057   $     45,574   $  5,267,793   $ (6,678,049)  $ (1,364,682)

Contributed compensation                    --             --         25,120             --         25,120

Net loss (unaudited)                        --             --             --       (211,120)      (211,120)

                                  ------------   ------------   ------------   ------------   ------------
Balance at June 30, 2005           455,734,057         45,574      5,292,913     (6,889,169)    (1,550,682)
                                  ============   ============   ============   ============   ============

Contributed compensation                    --             --         25,253             --         25,253

Board Compensation                   3,000,000          3,000         14,058             --         17,058

Net income (unaudited)                      --             --             --        306,442        306,442

                                  ------------   ------------   ------------   ------------   ------------
Balance at September 30, 2005      458,734,057         48,574      5,332,224     (6,582,727)    (1,201,929)
                                  ============   ============   ============   ============   ============
</TABLE>

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

                                       5
<PAGE>
<TABLE>
<CAPTION>

                        Trudy Corporation and Subsidiary
                      Consolidated Statements of Cash Flows

                                                                          For the Six Months
                                                                          Ended September 30,
                                                                     ---------------------------
                                                                         2005           2004
                                                                     ------------   ------------
                                                                      (Unaudited)    (Unaudited)
<S>                                                                        <C>           <C>
Cash Flows From Operating Activities
Net income /(loss)                                                         95,324        (47,536)
Adjustments to reconcile net loss/(income) to net cash provided
by / (used in) operating activities:
  Depreciation                                                              8,784         18,881
  Amortization of pre-publication costs                                   132,113         89,169
  Provision for losses on accounts receivable                             (43,465)        24,834
  Provision for promotional allowance                                           0         99,183
  Provision for slow moving inventory                                           0         (9,544)
  Provision for sales returns                                             231,718        (28,998)
  Minority interest                                                             0           (551)
  Contributed compensation                                                 50,373         52,750
  Board Stock Grants                                                       17,058              0
  Imputed interest on long-term loan                                       13,391         12,426

Changes in operating assets and liabilities:
  Decrease (Increase) in accounts receivable                           (1,025,904)      (547,027)
  Decrease (Increase) in inventories                                     (143,935)        59,468
  (Increase) Decrease in prepaid expenses and other current assets         52,925         63,418
  Increase (Decrease) in accounts payable and accrued expenses            158,331        222,839
  Increase (Decrease) in royalties and commissions payable                102,717        162,907
                                                                     ------------   ------------
Net cash provided /(used) by operating activities                        (350,570)       172,219

Investing activities:
  Purchases of property and equipment                                      (7,866)        (3,329)
  Pre-publication and royalty advances                                   (119,221)      (205,426)
                                                                     ------------   ------------
Net cash provided/(used) by investing activities                         (127,087)      (208,755)

Financing activities:
  Proceeds from short-term debt                                                 0        145,977
  Net change in note payable, bank                                        550,000              0
  Repayments to related parties                                           (98,628)       (71,684)
                                                                     ------------   ------------
Net cash provided/(used) by financing activities                          451,372         74,293
                                                                     ------------   ------------

Net increase (decrease) in cash and cash equivalents                      (26,285)        37,757
Cash and cash equivalents at beginning of period                           32,442         49,253
                                                                     ------------   ------------
Cash and cash equivalents at end of period                                  6,157         87,010
                                                                     ============   ============

Cash paid for interest                                               $     26,101   $     51,690
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)

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, 2005 are not necessarily indicative of the results
that may be expected for the year ending March 31, 2006. For further
information, refer to the financial statements and footnotes thereto included in
the Company's annual report on Form 10-KSB/A for the year ended March 31, 2005.

The Company has incurred operating losses in three of the past four years, and
has a deficiency in net assets. However, the Company's revenues increased from
$3,392,808 in 2002 to $4,405,006 in 2003 and declined to $3,804,188 in the year
ended March 31, 2004. Revenues for the year ended March 31, 2005 were
$6,344,875.

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

                                       7
<PAGE>

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.

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

                                       9
<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.

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 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
average number of outstanding common shares. Diluted earnings per share is
computed using the weighted average number of outstanding common shares and

                                       10
<PAGE>

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 2006 or 2005.

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 $9,366 and $28,314 for
the three month period ended September 30, 2005 and 2004, respectively.
Advertising expense related to catalogs and brochures was $31,263 and $92,900
for the six month period ended September 30, 2005 and 2004, respectively

Other advertising expenses for the three month period ended September 30, 2005
were $125. There were no other advertising expenses for the three month period
ended September 30, 2004. Other advertising expenses for the six month period
ended September 30, 2005 and 2004 were $675 and $876, respectively.

                                       11
<PAGE>

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.  Inventories

Inventories consist of the following:

   Raw Materials                                                   $     35,200
   Finished Goods                                                     1,592,428
   Reserve for Obsolescence                                            (320,000)
                                                                   ------------
   Inventory                                                       $  1,307,628
                                                                   ============


4. Notes Payable, Bank

Notes payable, bank includes the following:

   A revolving line of credit totaling $750,000 due on demand
   Interest is payable monthly equal to the Wall Street
   Journal reported prime rate plus 1.5%. 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, a personal guarantee of a principal shareholder
   and a limited guarantee of another principal shareholder        $    623,000

   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                                 643,484
                                                                   ------------
                           Total                                   $  1,266,484
                                                                   ============

                              12
<PAGE>

5. Long term debt:

     Notes payable to the chairman/shareholder due in January
     and March 2007. Interest is payable monthly at LIBOR plus
     1%                                                            $    900,219

     Notes payable, shareholder, payable at various dates
     between January and March 2007. Interest is payable at
     specified maturity dates at 2.5% per annum                         454,000

     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                               281,178

     Note payable, affiliate, payable in monthly installments of
     $1,839. The note is unsecured.                                      56,997
                 Less current portion                                   (35,087)
                                                                   ------------
                 Total                                             $  1,657,307
                                                                   ============

The scheduled principal payments on long term debt follow:
    Year ending September 30, 2006                                 $     35,087
    Year ending September 30, 2007                                    1,390,260
    Year ending September 30, 2008                                       27,824
    Year ending September 30, 2009                                      239,223
                                                                   ------------
                Total                                              $  1,692,394
                                                                   ============
<TABLE>
<CAPTION>

6.   Income Taxes

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

                                                           September 30, 2005            September 30, 2004
                                                      ---------------------------   ---------------------------
                                                         Current       Deferred        Current       Deferred
                                                      ------------   ------------   ------------   ------------
<S>                                                   <C>            <C>            <C>            <C>
Income tax expense (benefit) before application
of operating loss carryforwards                       $          0   $     38,100   $          0   $    (19,000)

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

Change in valuation allowance                                    0        (38,100)             0         19,000
                                                      ------------   ------------   ------------   ------------

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

                              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,
2005, the Company has a net operating loss carryforward of approximately $5
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 $21,647 and $16,130 for the three months ended September 30,
2005 and 2004, respectively. For the six months ended September 30, 2005 and
2004, rent expense totaled $43,498 and $32,249, respectively.

The Company has borrowings from related parties of $1,411,216. The terms of
these notes can be found in Note 5 to the financial statements. Interest to
related parties totaled $20,377 and $14,451 for the three months ended September
30, 2005 and 2004, respectively. For the six months ended September 30, 2005 and
2004, interest to related parties totaled $39,099 and $28,590, respectively.
Repayments to related parties totaled $27,240 for the three months ended
September 30, 2005. Subsequent to September 30, 2005 the Company repaid an
additional $7,500 of these borrowings.

Effective August 1, 2005 the Board of Directors re-appointed William W. Burnham
as Chairman and Acting Chief Financial Officer of the Company and appointed him
to the new position of Director of Corporate Development. Mr. Burnham entered
into an agreement with the Board of Directors in which he would receive a salary

                                       14
<PAGE>

in order to be eligible for a 401K matching contribution from the Company.
Salary paid to the Chairman for the quarter was approximately $7,100. For the
quarter ended September 30, 2005, the Company recognized the difference between
the fair market value of his services and the salary of $7,100 for the quarter.
This was an expense of $25,253 and was recorded as a contribution to capital.

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

NET SALES.

Overview

Revenue for the second quarter of fiscal 2006 increased 17.2% versus the prior
year. This is primarily due to the continued strength of the Company's
Disney-licensed products distributed under the Studio Mouse imprint.
International sales, excluding Canadian retail sales, a continuing focus for the
Company, increased 262.3% or $669,000 to $924,700. The Company's margins also
improved although they were partially offset by increased provisions for returns
versus the prior year. The growth in revenue in the second quarter resulted in
net income of $306,442 versus income of $194,849 for the prior year.

Three months ended September 30, 2005

Net sales for the three months ended September 30, 2005 were $2,312,596, an
increase of $339,407 or 17.2% versus $1,973,189 in the quarter ended September
30, 2004.

Revenue growth was primarily driven by the Company's Disney-licensed products
sold under the Studio Mouse imprint. Product sales, led by new titles and
creative educational formats, increased 11.1% or $330,000 versus the prior year
period. Conversely, sales for Soundprints' Smithsonian-licensed products
decreased 32.7% or $158,000 versus the prior year period.

                                       15
<PAGE>

In the quarter ended September 30, 2005, Disney-licensed product sales accounted
for 88.6% of the Company's total sales, versus 72.4% of the Company's sales in
the prior year. Sales of product under license with the Smithsonian Institution
and distributed by the Company's Soundprints imprint decreased to 8.7% of net
sales in the current quarter from 11.8% in the prior quarter.

In June 2005, the Company published several new titles in its best selling
format, the Bitsy Board Book Travel Pack. These titles went to market in the
September quarter, selling into the warehouse clubs the majority of their first
printing.

The Company anticipates further growth due to the publishing in October 2005 of
new books in its Trace & Learn series under its Disney license. The series is
designed to help children learn how to form fundamental symbols and characters
such as letters, numbers, shapes and punctuation marks via a tactile experience
created by textured areas applied to the book pages.

The Company's new publishing initiative, entitled PEEP and the Big Wide World,
licensed to the Company by WGBH Educational Foundation, gained momentum. PEEP
product sales were greater than 2% of total sales resulting from product formats
introduced into the warehouse clubs. Peep and the Big Wide World airs as part of
the Ready, Set, Learn programming block on The Learning Channel and Discovery
Kids weekdays in the United States and on assorted channels worldwide. The
Company is encouraged by the success of the series which won its first Emmy
Award for Outstanding Children's Animated Program in May, 2005, chosen from a
pool of nominees including programs such as Nickelodeon's Dora the Explorer and
Disney's Kim Possible.

For the three months ended September 30, 2005, the following identifies the key
sales channels that generated the overall increase in Company sales for the
quarter versus the comparable period a year ago. In each of these channels, the
Company sells products on a non-returnable, firm sale basis.

                      Sales gains for the three
                      months ended September 30,
                      ---------------------------
Sales channel             2005           2004         Variance      % change
-------------         ------------   ------------   ------------   ------------
Direct-to-Consumer
International Book
Distributor           $    425,463   $          0   $    425,463            NMF

International Mass
Market Distributors        428,770        188,195        240,575          127.8%

Direct-to-Consumer
Book Distributor           159,715          8,490        151,225            NMF

                                       16
<PAGE>

Direct-to-consumer international book distributor sales were $425,463 for the
current quarter; there were no sales in the prior year. While the company has
sold to smaller accounts in this channel in the past, this increase in revenue
is attributed mainly to sales to new customers in the United Kingdom. These
sales consisted primarily of Disney-licensed products, for which the Company was
granted a limited approval from the local Disney office in the territory. The
Company was permitted by Disney to sell a specific range of products to two
display marketers. Sales to international mass market distributors increased
$240,575 from $188,195 in the prior year's quarter to $428,770 in the current
quarter. This increase was primarily a result of continued efforts by the
Company to expand its distribution in Australia and Mexico by packaging its book
and audio product to the Disney licensee in these countries in English and
Spanish, respectively. Direct-to-Consumer book distributors increased $151,225
to $159,715 as a result of the roll out of successful test orders among certain
titles. Other channels of trade experienced increased sales including
international mass market retailers, catalogs and specialty book retailers. Over
the last year management has placed a particular emphasis on developing sales to
international and direct-to-consumer trade channels in which sales are firm with
no return privileges.

                    Sales declines, net of provisions
                       for returns, for the three
                       months ended September 30,
                      ---------------------------
Sales channel             2005           2004         Variance      % change
-------------         ------------   ------------   ------------   ------------
Canadian Book
Distributors          $    112,997   $    367,811   $   (254,814)        -69.3%

Warehouse Club
Distributors               697,887        736,019        (38,132)          -5.2

Sales to Canadian book distributors decreased $254,814. In the quarter ended
September 30, 2004, the Company's exclusive Canadian distributor purchased a
significant amount of Disney-licensed products when the Company introduced the
Disney-licensed product line in Canada. Other divisions posted sales declines
including close-out accounts, and non-returnable discount retailers.

Although gross net sales (retail sales less discount) to warehouse clubs
increased approximately 12% in the September Quarter versus the same quarter in
the prior year, net sales declined 5.2%. The decline in net sales is attributed
to an increase in the provision for returns the Company applied to sales in this
channel, based upon management's observation of a trend in significantly
increased returns rates from warehouse clubs in recent quarters in which returns
rates have more than doubled. This trend is a result of several factors,
including market saturation of certain of the Company's warehouse club products
and softer sales in the book category in the warehouse clubs generally.

                                       17
<PAGE>

Six months ended September 30, 2005

Net sales for the six months ended September 30, 2005 and September 30, 2004
were $3,331,037 and $2,802,624, respectively. This represents an increase of
$528,413 or 18.9% over the prior year.

For the six month period ended September 30, 2005, sales from the Company's
Studio Mouse imprint increased 8.2% versus the prior year period, partially
offsetting the 26.7% sales decline of Soundprints' Smithsonian-licensed
products.

For the six months ended September 30, 2005, Disney-licensed product sales
accounted for 69.3% of the Company's total sales, versus 64.9% of the Company's
sales in the prior year. Sales of product under license with the Smithsonian
Institution decreased to 14.3% of net sales in the current year from 19.7% in
the six month period ended September 30, 2004.

For the six months ended September 30, 2005, the increase in net sales is
attributable to several key channels of trade. As mentioned above, in each of
the following channels, the Company sells products on a non-returnable, firm
sale basis:

                        Sales gains for the six
                       months ended September 30,
                      ---------------------------
Sales channel             2005           2004         Variance      % change
-------------         ------------   ------------   ------------   ------------
International
Direct-to-Consumer
Book Distributor      $    507,723   $          0   $    507,723            NMF

International Mass
Market Distributors        473,317              0        473,317            NMF

Direct-to-Consumer
Book Distributor           542,198         69,426        472,772            NMF


The Company continues to make progress in increasing its non-returnable sales,
including sales to international and direct-to-consumer distributors. As a
result the two largest sales gains on a division basis occurred in divisions
without any significant comparative sales history in the prior period.
International direct-to-consumer book distributor sales were $507,723, and
international mass market distributor sales were $473,317. This revenue is the
result of both the strength of the Company's Disney-licensed products in certain
overseas markets (attributable to sales to Disney licensees in primarily Mexico
and Australia and also to smaller volume accounts around the world) and to
display marketers in the United Kingdom, as well as the Company's ongoing
presence at international trade expositions. Domestic direct-to-consumer book
distributor sales also increased $472,772 as a result of the roll out of
successful testing of certain Disney titles and formats. Several other sales
divisions also experienced increases, including international trade book
distributors and educational and consumer catalogs, among others.

                                       18
<PAGE>

                    Sales declines, net of provisions
                        for returns, for the six
                       months ended September 30,
                      ---------------------------
Sales channel             2005           2004         Variance      % change
-------------         ------------   ------------   ------------   ------------
Canadian Book
Distributors          $    169,932   $    431,621   $   (261,689)          60.6%

Warehouse Club
Distributors               667,608        873,049       (205,441)          23.5

International Mass
Market Distributors         53,195        191,144       (137,949)          72.2

Several divisions also experienced sales declines. Sales to Canadian book
distributors decreased $261,689 as a result of the significant purchase of
Disney-licensed products during the six months ended September 30, 2004 when the
Disney-licensed product line was introduced in Canada. Warehouse club
distributor sales decreased $205,441 due to an increased provision for expected
returns. International mass market distributor sales also declined $137,949.
Other sales channels experienced sales declines include non-returnable discount
retailers, school and library distributors and mass marketers.

COST OF SALES.

Three months ended September 30, 2005

The Company's cost of sales for the quarter ended September 30, 2005 increased
$111,307 from $1,024,243 in the prior year to $1,135,550 in the current year, an
increase of 10.9%. Cost of sales as a percentage of net sales decreased from
51.9% to 49.1% in the current quarter. The decrease reflects the generally lower
cost of sales associated with Disney-licensed and other novelty format products
relative to their suggested retail selling prices and the semi-fixed nature of
the Company's warehouse costs, which declined for the quarter.

Six months ended September 30, 2005

The Company's cost of sales for the six months ended September 30, 2005
increased $373,907 from $1,462,618 in the prior year to $1,836,525 in the
current year, an increase of 25.6%. As a percentage of net sales, direct product
costs (cost of goods excluding overhead and miscellaneous costs) increased from
52.2% to 55.1%. This is partially the result of the higher sales return
provisions taken in the first and second quarters of the year which increased
the cost of sales as a percentage of net sales.

                                       19
<PAGE>

GROSS PROFIT.

Three months ended September 30, 2005

The resulting gross profit for the quarter ended September 30, 2005 increased
24.0% to $1,177,046 versus the prior quarter's gross profit of $948,947. Gross
margin increased from 48.1% in the prior year to 50.9% in the quarter ended
September 30, 2005.

Six months ended September 30, 2005

Gross profit for the six months ended September 30, 2005 was $1,494,512 versus
$1,340,007 for the prior year, an increase of 11.5%. Gross margin declined to
44.9% from 47.8%.

SELLING, GENERAL & ADMINISTRATIVE COSTS.

Three months ended September 30, 2005

Selling, general and administrative costs increased $134,828 from $712,058 to
$846,886, an increase of 18.9%. As a percentage of net sales, selling, general
and administrative expenses increased from 36.1% of net sales in the prior
quarter to 36.6% of net sales in the current quarter. As a result of the
increased sales and the sales mix for the quarter, royalty expenses increased
$35,639 from $283,442 to $319,081, or 12.6%. Increased headcount (necessary to
support current and anticipated growth), raises and increases in the cost of
benefits for existing personnel also contributed to the increased costs. On
August 1, 2005 the Company issued 3,000,000 shares of common stock to certain
members of the Board of Directors in recognition of their services rendered to
the Company. The costs associated with these grants also lead to an increase in
SG&A expenses for the quarter. Offsetting these increases, travel and
entertainment and legal expenses decreased approximately $22,000 for the quarter
versus the comparable period in the prior year.

Six months ended September 30, 2005

The Company's selling, general, and administrative costs increased $22,153 to
$1,346,513 for the six months ended September 30, 2005, an increase of 1.7%. As
a percentage of net sales, selling, general and administrative expenses,
however, decreased to 40.4% of net sales from 47.3% of net sales in the prior
year largely due to an 18.9% increase in net sales for the six month period and
a greater percentage of total sales attributable to more profitable products.

The increased sales and sales mix for the six months again resulted in increased
royalty expenses of $19,669 or 5.3% from $368,895 in the prior year to $388,564
in the current year. Headcount and salary increases as well as board
compensation also led to higher costs for the current year to date period.

Offsetting these increases, catalog expense decreased $61,637 from $92,900 in
the prior year to $31,263 in the current quarter. The Company did not mail a

                                       20
<PAGE>

direct-to-consumer catalog this fall as a result of disappointing results from
the prior year's mailing. Necessary provisions for bad debts also declined
$56,944 in the current year. Finally, legal, tech support and costs associated
with the engagement of the Company's investment banking firm were down $61,000
combined.

INCOME FROM OPERATIONS.

Three months ended September 30, 2005

The resulting income from operations for the quarter ended September 30, 2005
was $330,161 versus income of $236,888 for the prior year.

Six months ended September 30, 2005

Income from operations for the six months ended September 30, 2005 was $148,000
versus income of $15,647 for the prior year.

INTEREST EXPENSE.

Interest expense (net) for the three and six month periods ended September 30,
2005 increased as a result of higher interest rates on shareholder and bank
loans.

ROYALTY INCOME.

Three months ended September 30, 2005

Royalty income (net) for the quarter ended September 30, 2005 was $13,151 versus
the prior quarter's loss of $5,266. The increase is a result of increased
subsidiary rights royalty income streams attributable to sales of foreign
rights.

Six months ended September 30, 2005

Royalty income (net) for the six months ended September 30, 2005 was $16,922
versus the prior quarter's income of $2,682. The increase is again due to
subsidiary rights royalty income.

NET INCOME/LOSS.

Three months ended September 30, 2005

As a result of the items discussed above, net income for the quarter ended
September 30, 2005 was $306,442 compared to net income of $194,849 for the
comparable prior quarter, an increase of 57.3%. Net margin was 13.3% for the
current year versus 9.9% for the prior year.

                                       21
<PAGE>

Six months ended September 30, 2005

Net income for the six months ended September 30, 2005 was $95,324 compared to a
net loss of $47,536 for the comparable prior quarter. Net margin was 2.9% for
the current year.

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

In November 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 151, "Inventory Costs - An
Amendment of Accounting Research Bulletin No. 43, Chapter 4" (SFAS 151). SFAS
151 clarifies that abnormal amounts of idle facility expense, freight, handling
costs and spoilage should be expensed as incurred and not included in overhead.
Further, SFAS 151 requires that allocation of fixed production overhead to
conversion costs be based on normal capacity of the production facilities. The
provisions in SFAS 151 must be applied prospectively to the Company's inventory
costs incurred after January 1, 2006. The adoption of SFAS 151 is not expected
to have a material impact on the Company's consolidated financial statements.

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 December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an Amendment of APB No. 29" (SFAS 153). The amendments made by SFAS 153 are
based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of the assets exchanged. Further, the amendments
eliminate the narrow exception for nonmonetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of nonmonetary
assets that do not have "commercial substance." This standard is effective for
nonmonetary asset exchanges occurring after July 1, 2005. The adoption of this
standard is not expected to impact the Company's consolidated 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

                                       22
<PAGE>

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:

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

                        For the quarters ended
                             September 30,
                      ---------------------------
                          2005           2004         Variance      % change
                      ------------   ------------   ------------   ------------
Net assets
(deficiency)          $ (1,201,929)  $ (1,796,415)  $    594,486           33.1%

Working capital
(deficiency)                68,392     (1,801,715)     1,870,107            NMF

Accounts receivable      1,802,493      1,207,483        595,010           49.3

Accounts payable and
accrued expenses         1,379,280      1,068,780        310,500           29.1

Royalties and
commissions payable        494,060        421,180         72,880           17.3

                                       23
<PAGE>

Although the Company continues to suffer from a deficiency in net assets, the
Company's financial health has improved versus the past several years. At
September 30, 2005 the Company had a deficiency of net assets of $1,201,929
versus a deficiency at September 30, 2004 of $1,796,415. Working capital
improved $1,870,107 from a deficiency of $1,801,714 at September 30, 2004 to a
positive $68,392 in the current year. This is partially attributable to the
reclassification of shareholder debt from short term to long term after
renegotiation of terms at March 31, 2005, as well as to the increase in accounts
receivable.

Accounts payable and accrued expenses increased $310,500 versus the prior year
from $1,068,780 to $1,379,280 at September 30, 2005. Royalties and commissions
payable increased 17.3% to $494,060 at September 30, 2005 versus the prior year.
These increases are primarily a result of the higher level of sales in the
current period and the sales mix.

Expected cash flows from operations supplemented by available lending sources
are forecast to be adequate in covering the Company's operations. However, the
Company continues to explore outside 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 investor would allow the Company to
better position itself for growth by providing working capital for future
publishing initiatives and even a strategic acquisition. In that regard, the
Company continues its engagement with the Delta Capital Group, LLC which
provides assistance in seeking and securing financing while exploring the
Company's strategic options.

The Company continues to explore outside funding options in the event that cash
flow does not materialize in line with current expectations. Although the
Company does not expect to run out of available funds in the coming fiscal year,
it does expect that the need for working capital will eclipse the limits of its
revolving credit facility if revenue growth is to be maintained.

As of September 30, 2005 the balance on the Company's revolving line of credit
was $623,000 out of $750,000 available to the Company. As of November 11, 2005,
the balance had been paid down to $323,000. The Company has requested an
increase in its credit line, which is currently under review by its primary
lending source.

As of November 11, 2005 the Company's backlog was approximately $793,000.

On June 2, 2005 the Company announced that the term of the Company's publishing
license from Disney Licensed Publishing, an imprint of Disney Children's Book
Group, LLC, New York, NY, had been extended from May 31, 2005 to December 31,
2005. The Company and Disney are currently in talks regarding a renewal. The
Company is confident the license can be renewed on acceptable terms.

                                       24
<PAGE>

The Company has recorded $364,934, the net present value of $444,852, which
Chart Studio claims is owed to it by the Company under the terms of the
Memorandum of Understanding ("MOU") (for more information please refer to Item 1
of Part 1, Description of Business, in the Company's Annual Report on Form
10-KSB, as to the reasons the Company is of the view that none of such amount is
owed.) It is Management's opinion that Trudy has no further obligation under the
MOU although Chart Studio does not currently agree with the Company's position
in respect to such alleged indebtedness. It is anticipated that an amicable
solution will be reached as both parties are in discussion.

On August 1, 2005 the Company issued stock grants to the following Directors:

   Director                                                   Shares granted
----------------------------------------------------------------------------
Alice B. Burnham                                                     500,000
Fred M. Filoon                                                       500,000
Peter D. Nalle                                                       500,000
Patty A. Sullivan                                                  1,500,000
                                                                ------------

Total number of shares granted                                     3,000,000
                                                                ============

The four Directors listed above received the shares of Common Stock by grant
from the Company in consideration of services rendered.

For the quarter ended September 30, 2005 the principal shareholder/Chairman of
the Board (William W. Burnham, also currently serving as Acting Chief Financial
Officer and Director of Corporate Development) was repaid approximately $27,000
relating to pre-existing loans. Subsequent to September 30, 2005, Mr. Burnham
was repaid approximately $7,500 relating to pre-existing loans.

Effective April 1, 2005, Mr. entered into an agreement with the Board of
Directors in which he would receive a salary in order to be eligible for a 401K
matching contribution from the Company. Salary paid to the Chairman for the
quarter was approximately $7,100. For the quarter ended September 30, 2005, the
Company recognized the difference between the fair market value of his services
and the salary of $7,100 for the quarter. This was an expense of $25,253 and was
recorded as a contribution to capital.

While the Company has been able to negotiate favorable interest rates on
$1,354,219 in loans from two principal shareholder/officers due on or before
January 1, 2007, there is no guarantee this will continue when these loans are
renegotiated at maturity.

                                       25
<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, 2005 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:

o    The implementation of our strategies;

o    The availability of additional capital;

o    Variations in stock prices and interest rates;

o    Fluctuations in quarterly operating results; and

o    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

On August 15, 2003 the Company was sued in the Superior Court of California for
breach of contract. On August 1, 2005 the Company settled the suit but did not
admit to any liability. The total settlement was less than $15,000.

Item 2.  Changes in Securities

On July 14, 2005 the Board of Directors voted to set aside 30,000,000 shares of
common stock to be used as a pool from which management may recommend to the
board stock grants for certain employees and directors. While stock rewarded to
employees or Directors requires the approval of the Board, such stock reward
recommendations are made at Management's sole discretion.

On August 1, 2005 the Company issued stock grants of Trudy Common Stock from the
above-mentioned authorized common stock grant pool to the following four
Directors in consideration for service rendered:

                                       26
<PAGE>

    Director                                                  Shares granted
----------------------------------------------------------------------------
Alice B. Burnham                                                     500,000
Fred M. Filoon                                                       500,000
Peter D. Nalle                                                       500,000
Patty A. Sullivan                                                  1,500,000
                                                                ------------

Total number of shares granted                                     3,000,000
                                                                ============

Item 3.  Defaults upon Senior Securities

         None

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

         None

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)).

                                       27
<PAGE>

         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.       Item 5.02. Effective August 1, 2005 the Board of Directors
                  promoted Ashley C. Andersen from Executive Vice President and
                  Publisher to President, Chief Executive Officer and Publisher.

                  Ms. Andersen has served as Executive Vice President since
                  September 2002, and has been a member of the Board since June
                  2002. Ms. Andersen joined the Company in March 2000 as
                  Associate Publisher. She was subsequently promoted to
                  Publisher and again promoted to Executive Vice President.

                  Ms. Andersen was a 5% equity holder of the Company's
                  subsidiary, Studio Mouse, LLC. Effective March 31, 2005,
                  Studio Mouse was merged into the Company and Ms. Andersen
                  received 13,273,808 shares of common stock of Trudy in
                  exchange for her 5% equity interest.

                  Effective August 1, 2005 the Board of Directors re-appointed
                  William W. Burnham as Chairman and Acting Chief Financial
                  Officer of the Company and appointed him to the new position
                  of Director of Corporate Development. Mr. Burnham has served
                  as President, Chief Executive Officer, and Chairman of the
                  Board of Directors of the Company since 1979.


                                       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 14, 2005                By: /s/ ASHLEY C. ANDERSEN
                                           -------------------------------------
                                           Ashley C. Andersen,
                                           President and Chief Executive Officer


                                       29