`U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-QSB


     (Mark One)
(X)  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

     For the quarterly period ended JANUARY 31, 2003.

( )  Transition report under Section 13 or 15(d) of the Exchange Act

     For the transition period from ________________ to _________________

     Commission file number _____________

                            THE MILLBROOK PRESS INC.
              (Exact Name of Small Business Issuer in Its Charter)

     DELAWARE                                              06-1390025
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                      2 Old New Milford Road, P.O. Box 335
                              Brookfield, CT 06804
                    (Address of principal executive offices)
                                 (203) 740-2220
                (Issuer's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

            Check whether the issuer: (1) filed all reports required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

     Yes   /X/           No / /

                       APPLICABLE ONLY TO CORPORATE ISSUES

State the number of share  outstanding of each of the issuer's classes of common
equity, as of JANUARY 31, 2003.

                  2,869,887 shares of Common Stock outstanding
--------------------------------------------------------------------------------

Transitional Small Business Disclosure Format (check one):

Yes  / /      No  /X/



                            THE MILLBROOK PRESS, INC.
                              INDEX TO FORM 10-QSB
                                JANUARY 31, 2003



PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Financial Statements

         Condensed Statements of Operations for the Three and Six months
         ended January 31, 2003 and 2002

         Condensed Balance Sheet as of January 31, 2003

         Condensed Statements of Cash Flows for the six months ended
         January 31, 2003 and 2002

         Notes to Financial Statements


Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations


PART II. OTHER INFORMATION

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8 - K

Item 7.  Controls and Procedures


                                       2




PART I    FINANCIAL INFORMATION

Item 1.   Condensed Financial Statements

                                          THE MILLBROOK PRESS INC.
                                     Condensed Statements of Operations

                                                        Six months ended            Three months ended
                                                           January 31                     January 31
                                                      2003          2002             2003           2002
                                                      ----          ----             ----           ----

Net sales                                         $ 5,861,000    $ 9,730,000    $ 2,537,000    $ 4,329,000

Cost of sales                                       3,265,000      5,512,000      1,327,000      2,386,000
                                                  -----------    -----------    -----------    -----------

Gross profit                                        2,596,000      4,218,000      1,210,000      1,943,000

Operating expenses:
Selling and marketing                               2,719,000      3,338,000      1,301,000      1,724,000
General and administrative                            661,000        786,000        306,000        408,000
                                                  -----------    -----------    -----------    -----------
Total operating expenses                            3,380,000      4,124,000      1,607,000      2,132,000
                                                  -----------    -----------    -----------    -----------

Operating (loss) income                              (784,000)        94,000       (397,000)      (189,000)

Interest expense                                      133,000        159,000         63,000         80,000
                                                  -----------    -----------    -----------    -----------

(Loss) income before income taxes                    (917,000)       (65,000)      (460,000)      (269,000)

Provision (benefit) for income taxes                   34,000         43,000         15,000        (12,000)
                                                  -----------    -----------    -----------    -----------

Net (loss) income before cumulative effect of a
change in accounting principle                       (951,000)      (108,000)      (475,000)      (257,000)

Cumulative effect of a change in accounting
principle (Note 2)                                 (2,491,000)          --             --             --
                                                  -----------    -----------    -----------    -----------

Net (loss) income                                 $(3,442,000)   $  (108,000)   $  (475,000)   $  (257,000)
                                                  ===========    ===========    ===========    ===========

Earnings (loss) per share - basic and diluted
before cumulative effect of a change in
accounting principle (Note 2)                     $     (0.33)   $     (0.04)   $     (0.17)   $     (0.09)
                                                  ===========    ===========    ===========    ===========

Earnings (loss) per share - basic and diluted
(Note 2)                                          $     (1.20)   $     (0.04)   $     (0.17)   $     (0.09)
                                                  ===========    ===========    ===========    ===========

Weighted average shares outstanding - basic
and diluted                                         2,869,887      2,852,507      2,869,887      2,855,104
                                                  -----------    -----------    -----------    -----------

                                       3



                            THE MILLBROOK PRESS INC.
                             Condensed Balance Sheet
                                JANUARY 31, 2003

Assets

Cash                                                   $     31,000
Accounts receivable, net                                  2,510,000
Refundable federal income taxes                             136,000
Inventories, net                                          6,974,000
Royalty advances                                            650,000
Prepaid expense and other assets                            339,000
                                                       ------------
            Total current assets                         10,640,000

Plant costs, net                                          4,497,000
Royalty advances, net                                     2,197,000
Fixed assets, net                                           176,000
Deferred tax                                                241,000
Goodwill, net (Note 1)
                                                       ------------

            Total assets                               $ 17,751,000
                                                       ============

Liabilities and Stockholders' Equity

Accounts payable and accrued expenses                  $  3,939,000
Borrowings under line of credit                           4,161,000
Royalties payable                                           219,000
                                                       ------------
            Total current liabilities                     8,319,000

Long term debt
                                                       ------------
            Total liabilities                             8,319,000
                                                       ------------

Stockholders' Equity
Common stock, par value $.01 per share, 12,000,000
   shares authorized; 3,455,000 shares issued
   and 2,869,887 shares outstanding                          35,000
Additional paid in capital                               17,592,000
Treasury stock                                             (987,000)
Accumulated deficit                                      (7,208,000)
                                                       ------------
            Total stockholders' equity                    9,432,000
                                                       ------------

            Total liabilities and stockholders' equity $ 17,751,000
                                                       ============

                                       4




                            THE MILLBROOK PRESS INC.
                       Condensed Statements of Cash Flows


                                                                         Six Months Ended
                                                                             January 31
                                                                       2003             2002
                                                                       ----             ----
CASH FLOWS  FROM OPERATING ACTIVITIES:
   Net (loss) income                                              $(3,442,000)   $  (108,000)

   Adjustments to reconcile net (loss) income to net cash
     provided by operating activities:
   Cumulative effect of a change in accounting principle            2,491,000           --
   Depreciation and amortization                                      956,000      1,055,000
   Changes in operating assets and liabilities:
     Accounts receivable                                            1,595,000        109,000
     Inventories                                                     (201,000)      (585,000)
     Prepaid expenses and other assets                                (31,000)      (145,000)
     Accounts payable, accrued expenses and royalties payable        (172,000)      (216,000)
                                                                  -----------    -----------

            Net cash provided by operating activities               1,196,000        110,000
                                                                  -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of fixed assets                                           (4,000)       (45,000)
   Plant costs                                                     (1,008,000)      (841,000)
                                                                  -----------    -----------
            Net cash used in investing activities                  (1,012,000)      (886,000)
                                                                  -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net (repayments of) proceeds from line of credit                  (164,000)     1,095,000
   Payments on long term debt                                            -          (364,000)
   Proceeds from exercise of options                                     -            45,000
                                                                  -----------    -----------
            Net cash (used in) provided by financing activities      (164,000)       776,000
                                                                  -----------    -----------

            Net increase in cash                                       20,000           -

Cash at beginning of period                                            11,000         16,000
                                                                  -----------    -----------

Cash at end of period                                             $    31,000    $    16,000
                                                                  ===========    ===========

Supplemental disclosures:
   Interest paid                                                  $   123,000    $   166,000
                                                                  ===========    ===========
   Income tax paid                                                $    46,000    $    44,000
                                                                  ===========    ===========

                                       5



                            THE MILLBROOK PRESS INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2003


NOTE 1.  BASIS OF PRESENTATION

The  condensed  financial  statements of The  Millbrook  Press Inc.  ("Company")
included  herein  have been  prepared  without  audit  pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC"). In the opinion of
management,  all adjustments  (which include only normal recurring  adjustments)
necessary to present  fairly the financial  position,  results of operations and
cash flows for all periods  presented have been made. The results of the JANUARY
31, 2003 interim period are not  necessarily  indicative of the results that may
be expected for the full fiscal year.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States have been condensed or omitted.  These condensed  financial
statements should be read in conjunction with the audited  financial  statements
and notes  thereto  included  in the  Company's  Form 10-KSB for the fiscal year
ended July 31, 2002.

STOCK OPTION PLAN

The Company has reserved 675,000 shares of its common stock,  $.01 par value per
share ("Common  Stock"),  under its 1994 Stock Option Plan ("Option Plan") which
provides  that the  Stock  Option  and  Compensation  Committee  of the Board of
Directors, may grant stock options to eligible employees,  officers or directors
of the Company or its affiliates.  The number of shares reserved for issuance is
adjusted in accordance  with the  provisions  of the Option Plan.  Stock options
granted by the Company  generally expire seven years after the grant date. Stock
options generally vest 50% one year from the date of grant and 25% at the end of
each of the next two years from the date of grant.

EARNINGS PER SHARE

The  Company  presents  earnings  per  share  on a basic  and  diluted  basis in
accordance  with Statement of Financial  Accounting  Standards No. 128 "Earnings
Per  Share".  The  computation  of basic  earnings  per share is based on income
available  to common  stockholders  and the  weighted  average  number of common
shares  outstanding  during the period.  Diluted earnings per share reflects the
potential   dilution  that  could  occur  from  Common  Stock  issuable  through
stock-based compensation plans including stock options, restricted stock awards,
warrants and other convertible securities.

                                       6





LINE OF CREDIT

The  Company  has a  $6,000,000  (previously  $7,500,000  which was  amended  to
$6,000,000 on December 4, 2002)  revolving line of credit with People's Bank and
has  $4,161,000  outstanding  under this line of credit at January 31, 2003. The
$6,000,000  is the  maximum  available,  however it may be lower  based upon the
eligible value of accounts receivable and inventory. As of JANUARY 31, 2003, the
eligible inventory and accounts receivable was $4,271,000. The Company is not in
compliance  with certain of the  covenants of the loan  agreement  with People's
Bank,  as amended  October 25,  2002 (see Note 3). The  Company has  requested a
waiver from People's Bank.

INCOME TAXES

State income taxes have been  provided for the three and six month periods ended
JANUARY  31,  2003 and 2002.  The  Company  has fully  utilized  its federal net
operating losses.  The Company has established a deferred tax asset to recognize
the timing difference between book and taxable income.

NOTE 2.   CHANGE IN ACCOUNTING PRINCIPLE - GOODWILL AND OTHER INTANGIBLE ASSETS

In June 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
142,  "Goodwill and Other  Intangible  Assets"  ("SFAS 142").  SFAS 142 requires
goodwill  and certain  intangible  assets  with  indefinite  useful  lives to be
subject to an annual  review for  impairment,  and  written  off when  impaired,
rather  than  being  amortized  as  previous  standards  required.  SFAS  142 is
effective for fiscal years beginning after December 15, 2001.

The changes in the carrying  amount of goodwill for the  six-month  period ended
January 31, 2003 are as follows:

          Balance , August 1, 2002                    $  2,491,000
          Goodwill acquired during the period                 -
          Impairment loss                               (2,491,000)
                                                      ------------
          Balance, January 31, 2003                   $       -
                                                      ============

The Company's  acquisitions were tested for impairment  utilizing  methodologies
employed by  management  in  determining  the  purchase  price of each entity at
acquisition.  Based  on  the  results  of  those  calculations,  management  has
determined  that there has been an  impairment  of all of its goodwill  totaling
$2,491,000.

                                       7




NOTE 2.   CHANGE IN ACCOUNTING PRINCIPLE - GOODWILL AND OTHER
          INTANGIBLE ASSETS (CONTINUED)

Pro forma comparative results for the period ended January 31, 2002 follows:

                                         Six-months     Six-months
                                           ended          ended
                                         January 31,   January 31,
                                           2003           2002
                                          (Actual)     (Pro Forma)
                                      --------------   ------------

Reported net loss                     $  (3,442,000)   $(108,000)
Add back:  Cumulative effect of a
 change in accounting principle           2,491,000         --
                                      -------------    ---------
Reported net loss before cumulative
 effect of a change in accounting
 principle                                 (951,000)    (108,000)
Add back:  Goodwill amortization               --        100,000
                                      -------------    ---------
Adjusted net loss                     $    (951,000)   $  (8,000)
                                      =============    =========

  Basic earnings per share:

Reported net loss                     $      (1.20)    $   (0.04)
Cumulative effect of a change in
 accounting principle                         0.87          --
                                      -------------    ---------
Reported net loss before cumulative
 effect of a change in
 accounting  principle                       (0.33)       (0.04)
Goodwill amortization                          --          0.04
                                      -------------    ---------
Adjusted net loss                     $      (0.33)    $    --
                                      =============    =========

NOTE 3.  MANAGEMENT'S PLAN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  The Company has incurred  recurring
losses  and is not in  compliance  with  certain  of the  covenants  of the loan
agreement with People's  Bank, as amended  October 25, 2002, and is working with
the bank to mitigate future  non-compliance.  These conditions raise doubt about
the  Company's  ability  to  continue  as a going  concern.  Management's  plans
regarding  those matters are described  below.  The financial  statements do not
include any adjustments that might result from the outcome of this  uncertainty.
Regarding  current  operations,  in order to maintain its liquidity and economic
viability  in the  interim,  cash  flow is and  will  continue  to be a focus of
management.  The Company is taking steps to reduce its  overhead and  investment
spending.  Based on its current  operating  plan, the Company  believes that its
existing resources  together with cash generated from forecasted  operations and
cash  available  through  its line of credit will be  sufficient  to satisfy the
Company's  contemplated  working capital  requirements at least through JULY 31,
2003.  The  Company  does  have  positive  working  capital  of  $2,321,000  and
stockholders' equity of $9,432,000 as of JANUARY 31, 2003. However, there can be
no assurance that the Company's working capital requirements will not exceed its
available resources or that these funds will be sufficient to meet the Company's
longer-term cash requirements for operations.  Accordingly, the Company may seek
additional  funds.  The  Company is  exploring  various  avenues to enhance  its
capital  base  through  additional  equity  financing.  However,  there  are  no
agreements, commitments or understandings regarding any such financing.

                                       8




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

OVERVIEW

            General

The Company is a publisher of children's  fiction and non-fiction books, in both
hardcover  and  paperback,  for the school and library  market and the  consumer
market. Since its inception, the Company has published more than 1,700 hardcover
and 750 paperback books under its Millbrook, Copper Beech, Twenty-First Century,
Magic Attic Press and Roaring Brook Press  imprints.  The  Company's  books have
been placed on numerous  recommended  lists by libraries,  retail bookstores and
educational  organizations.  In  January  2003,  the  Company  was  awarded  the
Caldecott  Gold Medal for its Roaring  Brook title,  "My Friend  Rabbit".  Books
published under the Millbrook  imprint have evolved from  information  intensive
school  and  library  books  to  include  its  current  mix of  highly  graphic,
consumer-oriented books. Therefore,  many of its books can be distributed to the
school and public library market as hardcover  books while being  simultaneously
distributed to the consumer market as either  hardcover or paperback  books. The
majority of Copper Beech books are  published  for both the consumer and library
markets.  Twenty-First  Century  book  titles are  published  primarily  for the
library market.  The Company has incurred  significant  expenses relating to the
establishment of the  infrastructure  which enables the Company to sell books to
the consumer  market and/or develop books that can appeal to both the school and
public library market and consumer market.

            Consumer Market Compared to the School and Public Library Market

As the  Company  sells its  products  in the  consumer  market,  the  results of
operations  and  its  financial   condition   could  be  influenced  by  certain
distinctions  between  the  consumer  market and the  school and public  library
market.  It is generally more  difficult to collect  receivables in the consumer
market than in the school and library market.  Sales to the consumer market have
a higher  return  rate than sales to the school  and public  library  market and
accordingly  the Company  will need to deduct a higher  reserve for returns from
its gross sales.  Sales to the consumer  market have a lower gross profit margin
than sales to the school and library market  because  consumer sales have higher
sales discounts and  promotional  allowances than sales to the school and public
library market.

            Variability in Quarterly Results

A substantial  portion of the  Company's  business is highly  seasonal,  causing
significant  variations  in operating  results  from quarter to quarter.  In the
school and library  market,  net sales tend to be lowest in the second  calendar
quarter and highest in the third calendar  quarter,  as schools purchase heavily
in  anticipation  of opening in September.  The consumer market also tends to be
highly  seasonal  and a large  proportion  of net  sales  can occur in the third
calendar  quarter in  anticipation  of the holiday  gift season.  The  Company's
current and future net sales and operating  results will reflect these  seasonal
factors.

            Sales Incentives and Returns

In  connection  with  the  introduction  of new  books,  many  book  publishers,
including the Company,  discount  prices of existing  products,  provide certain
promotional  allowances  and  credits or give other  sales  incentives  to their
customers.  The Company  intends to continue  such  practices in the future.  In

                                       9





addition,  the  practice  in the  publishing  industry  is to  permit  customers
including  wholesalers and retailers to return merchandise.  Most books not sold
may be  returned  to the  Company  for  credit.  The  rate of  return  also  can
significantly  impact quarterly results since certain  wholesalers  return large
quantities of products at one time  irrespective of marketplace  demand for such
products, rather than spreading out the returns over the course of the year. The
Company  computes net sales by deducting  actual  returns as well as  additional
reserves  as  required  from its gross  sales.  Return  allowance  may vary as a
percentage  of gross  sales  based on actual  return  experience.  Although  the
Company  believes  its  reserves  have been  adequate  to date,  there can be no
assurance  that returns by customers in the future will not exceed  historically
observed  percentages or that the level of returns will not exceed the amount of
reserves  in the  future.  In the event  that the amount  reserved  proves to be
inadequate, the Company's operating results will be adversely affected.

RESULTS OF OPERATIONS

Net sales for the quarter  ended  January 31, 2003 were  $2,537,000  compared to
$4,329,000  for the same period last year, a decrease of  $1,792,000.  Net sales
for the six months ended January 31, 2003 were $5,861,000 compared to $9,730,000
for the same period last year, a decrease of $3,869,000.  This six month decline
is due to a  significant  decrease  in  the  trade  and  special  sales  markets
($3,410,000),  as the Company no longer distributes the Snappy product line. The
school and library  market  recorded  an 8%  decrease or $459,000  over the same
period last year.

Gross  profit  margin  for the  quarter  ended  January  31,  2003  amounted  to
$1,210,000,  or 48% of net sales  compared to $1,943,000 or 45% of net sales for
the same period last year.  For the six months  ended  January 31,  2003,  gross
profit margin was  $2,596,000 or 44% of net sales  compared to $4,218,000 or 43%
of net sales for the same period last year.

Selling and  marketing  expenses  decreased  by $423,000 to  $1,301,000  for the
quarter  ended  January 31, 2003  compared to  $1,724,000  for the quarter ended
January 31, 2002.  For the six months ended  January 31,  2003,  these  expenses
decreased by $619,000 to $2,719,000  compared to $3,338,000  for the same period
in 2002. The decreased  expenses are due mainly to lower commission,  salary and
catalog costs.

General and  administrative  expenses  decreased by $102,000 to $306,000 for the
quarter  ended  January 31, 2003  compared  to  $408,000  for the quarter  ended
January 31, 2002.  For the six months ended  January 31,  2003,  these  expenses
decreased  by $125,000 to $661,000  compared to $786,000  for the same period in
2002.  This decrease is mainly due to reduction in expenses as the Company seeks
to reduce overheads.

Operating  loss for the quarter ended January 31, 2003 was $397,000  compared to
$189,000 for the same period in 2002. For the six months ended January 31, 2003,
the operating loss was $784,000  compared to operating income of $94,000 for the
same period in 2002.

Interest  expense for the quarter ended January 31, 2003 was $63,000 compared to
$80,000  for the same  period last year.  For the six months  ended  January 31,
2003,  interest expense was $133,000 compared to $159,000 for the same period in
2002. A lower  interest rate on the  outstanding  loan balance  accounts for the
favorable variance.

                                       10





Net loss  after  tax but  before  cumulative  effect  of  change  in  accounting
principle for the quarter ended January 31, 2003,  was $475,000  compared to net
LOSS of $257,000 for the same period last year. For the six months ended January
31,  2003,  net LOSS was  $951,000  compared to $108,000  for the same period in
2002.  The primary  reason for this  change is the  decrease in net sales as set
forth above.

balance sheet

Inventories of finished  goods totaled  $6,974,000 and $7,603,000 at January 31,
2003 and 2002,  respectively.  The level of inventories decreased $629,000 or 8%
from the prior year. The reserve for slow moving inventory  totaled $459,000 and
$722,000 at January 31, 2003 and 2002 respectively,  a decrease of $263,000. The
Company feels that the current reserve is adequate as it continues to reduce its
inventory  balance.  Accounts  receivable  totaled  $2,510,000 and $5,693,000 at
JANUARY 31, 2003 and 2002 respectively,  a decline of $3,183,000.  A majority of
this decline is due to lower sales for the same period, year over year.

CHANGE IN ACCOUNTING PRINCIPLE - GOODWILL AND OTHER INTANGIBLE ASSETS

In June 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
142,  "Goodwill and Other  Intangible  Assets"  ("SFAS 142").  SFAS 142 requires
goodwill  and certain  intangible  assets  with  indefinite  useful  lives to be
subject to an annual  review for  impairment,  and  written  off when  impaired,
rather  than  being  amortized  as  previous  standards  required.  SFAS  142 is
effective for fiscal years beginning after December 15, 2001.

The changes in the carrying  amount of goodwill for the  six-month  period ended
JANUARY 31, 2003 are as follows:

Balance , August 1, 2002                      $    2,491,000
Goodwill acquired during the period                     -
Impairment loss                                   (2,491,000)
                                              --------------
Balance, January 31, 2003                     $         -
                                              ==============

The Company's  acquisitions were tested for impairment  utilizing  methodologies
employed by  management  in  determining  the  purchase  price of each entity at
acquisition.  Based  on  the  results  of  those  calculations,  management  has
determined  that there has been an  impairment  of all of its goodwill  totaling
$2,491,000.

                                       11





CHANGE IN ACCOUNTING PRINCIPLE - GOODWILL AND OTHER INTANGIBLE ASSETS (CONTINUED)

Pro forma comparative results for the period ended January 31, 2002 follows:

                                               Six-months         Six-months
                                                ended               ended
                                               January 31,       January 31,
                                                 2003                2002
                                                (Actual)          (Pro Forma)
                                               -----------     --------------

Reported net loss                           $   (3,442,000)   $  (108,000)
Add back:  Cumulative effect of a
 change in accounting principle                  2,491,000           --
                                            --------------    -----------

Reported net loss before cumulative
 effect of a change in accounting
 principle                                        (951,000)       (108,000)
Add back: Goodwill amortization                       --           100,000
                                            --------------   -------------

Adjusted net loss                           $     (951,000)   $     (8,000)
                                            ==============    ============

  Basic earnings per share:

Reported net loss                           $        (1.20)   $      (0.04)
Cumulative effect of a  change in
 accounting principle                                 0.87             --
                                            --------------    -------------

Reported net loss before cumulative
 effect of a change in accounting
 principle                                          (0.33)          (0.04)
Goodwill amortization                                 --             0.04
                                          ---------------    --------------
Adjusted net loss                         $         (0.33)   $        --
                                          ===============    ==============

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2003,  the Company had a $6,000,000  revolving  line of credit
with People's Bank. The maximum amount  available is $6,000,000,  however it may
be lower based upon the eligible value of accounts receivable and inventory.  As
of January  31,  2003,  the  eligible  inventory  and  accounts  receivable  was
$4,271,000.  The line of credit  restricts  the ability of the Company to obtain
working capital in the form of indebtedness,  to grant security  interest in the
assets of the  Company  or pay  dividends  on the  Company's  securities.  As of
January 31, 2003, the Company is NOT in compliance with certain of the covenants
of the loan agreement with People's Bank, as amended October 25, 2002. This loan
agreement is scheduled to expire  December 31, 2004. As of January 31, 2003, the
Company  had  $4,161,000  outstanding  under  this  line of credit  compared  to
$5,660,000 as of January 31, 2002.

As of January 31, 2003, the Company had cash and working  capital of $31,000 and
$2,321,000,  respectively, as opposed to cash and working capital of $16,000 and
$4,116,000,  respectively,  as of January  31,  2002.  The  decrease  in working
capital is largely due to the implementation of the new fiction imprint, Roaring
Brook Press,  and decreased sales in the trade market,  due to the exit from the
Snappy  product  line.  Due to the  increased  investment  in Roaring  Brook and
decreased  sales in the trade  market,  cash flow is and will  continue  to be a
focus of  management.  The Company is taking  steps to reduce its  overhead  and
investment spending.

                                       12





Based on its current  operating  plan,  the Company  believes  that its existing
resources  together with cash  generated  from  forecasted  operations  and cash
available through its line of credit will be sufficient to satisfy the Company's
contemplated  working  capital  requirements  at least  through  July 31,  2003.
However,   there  can  be  no  assurance  that  the  Company's  working  capital
requirements will not exceed its available resources or that these funds will be
sufficient to meet the Company's  longer-term cash  requirements for operations.
Accordingly,  the Company may seek  additional  funds.  The Company is exploring
various avenues to enhance its capital base through additional equity financing.
However,  there are no agreements,  commitments or understandings  regarding any
such financing.

FORWARD-LOOKING STATEMENTS

This Form 10-QSB contains certain forward-looking  statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the  safe  harbors   created   therein.   Investors  are   cautioned   that  all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,   the  Company's  future  cash  resources  and  liquidity,   further
expenditures  by local  authorities and governments on school and library books,
current year revenue and net income,  future  revenues  from the  Company's  new
fiction  imprint,  improvements in the Company's  Copper Beech and  Twenty-First
Century  imprints,  the ability of the Company to fully  exploit a book's  sales
potential in the school and library and  consumer  markets and the impact of the
Company's  steps to reduce  its  overhead  and cash  commitments.  Although  the
Company believes that the assumptions underlying the forward-looking  statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore,  there  can  be no  assurance  that  the  forward-looking  statements
included  in this  Form  10-QSB  will  prove  to be  accurate.  In  light of the
significant  uncertainties  inherent in the forward-looking  statements included
herein,  the  inclusion  of  such  information  should  not  be  regarded  as  a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.


PART II   OTHER INFORMATION


ITEM 5.   OTHER INFORMATION

On  November  1,  2002,  the Board of  Directors  appointed  David  Allen to the
position of President and Chief Executive Officer. Mr. Allen had been serving as
President and Chief Operating Officer of the Company. The effective date of this
change is November 1, 2002.

On January 24, 2003,  the Company was awarded the  Caldecott  Gold Medal for its
Roaring Brook title, "My Friend Rabbit".


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

     99.1      Certification of the Chief Executive  Officer and Chief Financial
               Officer under Section 906 of the Sarbanes-Oxley Act.

                                       13





REPORTS ON FORM 8-K

     None.


ITEM 7.   CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report,  the Company carried out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls  and  procedures.  Based  upon that  evaluation,  the Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and  procedures  are  effective  in timely  alerting him to
material  information  relating  to the  Company  required to be included in the
Company's  periodic  SEC  filings.  There  were no  significant  changes  in the
Company's internal controls or in other factors that could significantly  affect
these controls subsequent to the date of his evaluation.



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                            The Millbrook Press, Inc.
                                            ------------------------
                                            (Registrant)


Date:   March 17, 2003                      By:  /s/ David Allen
                                                 -------------------------------
                                                 David Allen
                                                 President,
                                                 Chief Executive Officer and
                                                 Chief Financial Officer

                                       14





                            THE MILLBROOK PRESS INC.
                             a Delaware corporation

                      CERTIFICATION OF PRINCIPAL EXECUTIVE
                         AND PRINCIPAL FINANCIAL OFFICER


I, DAVID ALLEN, certify that:

(1)    I have  reviewed  this  quarterly  report on Form 10-QSB of THE MILLBROOK
       PRESS INC, a Delaware corporation (the "registrant");

(2)    Based on my knowledge,  this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material  fact  necessary
       to make the statements  made, in light of the  circumstances  under which
       such  statements  were made,  not  misleading  with respect to the period
       covered by this QUARTERLY report;

(3)    Based on my knowledge,  the  financial  statements,  and other  financial
       information  included in this  quarterly  report,  fairly  present in all
       material respects the financial condition, results of operations and cash
       flows of the  registrant  as of, and for,  the periods  presented in this
       QUARTERLY report;

(4)    The  registrant's  other  certifying  officers and I are  responsible for
       establishing  and  maintaining  disclosure  controls and  procedures  (as
       defined in Exchange Act Rules 13a-14 and 15-d-14) for the  registrant and
       have:

       (a)    designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              QUARTERLY report is being prepared;

       (b)    evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

       (c)    presented  in this  quarterly  report  our  conclusions  about the
              effectiveness  of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

(5)    The registrant's other certifying officers and I have disclosed, based on
       our most recent  evaluation,  to the registrant's  auditors and the audit
       committee of the registrant's  board of directors (or persons  performing
       the equivalent functions):

       (a)    all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which could adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

                                       15





      (b)     any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal controls; and

(6)    I have  indicated  in this  quarterly  report  whether  or not there were
       significant  changes in internal  controls or in other factors that could
       significantly affect internal controls subsequent to the date of our most
       recent  evaluation,  including  any  corrective  actions  with  regard to
       significant deficiencies and material weaknesses.


Date:  March 17, 2003


                                              By:  /s/ David Allen
                                                   -----------------------------
                                                   David Allen
                                                   Principal Executive
                                                   Officer and Principal
                                                   Financial Officer


                                       16`