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 October 31, 1999.

( )    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 October 31, 1999.

                  3,455,000 shares of Common Stock outstanding
--------------------------------------------------------------------------------

Transitional Small Business Disclosure Format (check one):

Yes / /   No  /X/


<PAGE>


                            THE MILLBROOK PRESS, INC.
                              INDEX TO FORM 10-QSB
                                October 31, 1999



PART I.  FINANCIAL INFORMATION

       Item 1.   Financial Statements

                 Statements of Operations for the three months ended October 31,
                 1999 and 1998

                 Balance Sheet as of October 31, 1999

                 Statements  of Cash Flows for three  months  ended  October 31,
                 1999 and 1998

                 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


                                       2

<PAGE>

                            THE MILLBROOK PRESS INC.
                            Statements of Operations



                                                         Three  months ended
                                                               October 31
                                                          1999           1998
                                                          ----           ----

Net sales                                             $5,208,000      $4,815,000

Cost of sales                                          2,661,000       2,465,000
                                                      ----------      ----------

Gross profit                                           2,547,000       2,350,000

Operating expenses:
    Selling and marketing                              1,539,000       1,533,000
    General and administrative                           405,000         419,000
                                                      ----------      ----------
   Total operating expenses                            1,944,000       1,952,000
                                                      ----------      ----------

Operating income                                         603,000         398,000
Interest expense                                         114,000          93,000
                                                      ----------      ----------

Net income                                            $  489,000      $  305,000
                                                      ==========      ==========

Earnings per share (basic and diluted)                $     0.14      $     0.09
                                                      ==========      ==========

Weighted average shares outstanding                    3,455,000       3,455,000
                                                      ==========      ==========

                                       3
<PAGE>

                            THE MILLBROOK PRESS INC.
                                  Balance Sheet
                                October 31, 1999

Assets
------

Cash                                                               $     90,000
Accounts receivable, net                                              6,076,000
Inventory                                                             7,092,000
Royalty advances, net                                                   699,000
Prepaid expense and other assets                                        351,000
                                                                   ------------
Total current assets                                                 14,308,000

Plant costs, net                                                      4,239,000
Royalty advances, net                                                   728,000
Fixed assets, net                                                       229,000
Goodwill, net                                                         3,073,000
                                                                   ------------

Total assets                                                       $ 22,577,000
                                                                   ============

Liabilities and Stockholders' Equity
------------------------------------

Accounts payable and accrued expenses                              $  3,016,000
Notes payable to bank                                                 5,643,000
Royalties payable                                                       156,000
                                                                   ------------
Total current liabilities                                             8,815,000

Stockholders' Equity
Common stock, par value $.01, 12,000,000
   shares authorized, 3,455,000 shares issued
   and outstanding                                                       35,000
Additional paid in capital                                           17,556,000
Accumulated deficit                                                  (3,829,000)
                                                                   ------------
Total stockholders' equity                                           13,762,000
                                                                   ------------

Total liabilities & stockholders' equity                           $ 22,577,000
                                                                   ============

                                       4
<PAGE>

                            THE MILLBROOK PRESS INC.
                            Statements of Cash Flows



<TABLE>
<CAPTION>
                                                              Three months ended October 31
                                                                   1999           1998
                                                                   ----           ----
<S>                                                              <C>        <C>
CASH FLOW  FROM OPERATING ACTIVITIES:
Net income                                                   $   489,000    $  305,000

Add (deduct) to reconcile net income to net cash flow:
Depreciation and amortization                                    487,000       435,000
Changes in assets & liabilities:
   Accounts receivable                                            28,000    (1,020,000)
   Inventory                                                     (13,000)       80,000
   Prepaid expenses and other assets                             113,000        89,000
   Accounts payable & accrued expenses                        (1,028,000)     (225,000)
                                                             -----------   -----------


Cash provided by (used in) operating activities:                  76,000      (336,000)
                                                             -----------   -----------


CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures                                             (20,000)      (20,000)
Plant costs                                                     (284,000)     (353,000)
                                                             -----------   -----------
Cash used in investing activities                               (304,000)     (373,000)
                                                             -----------   -----------

CASH FLOW FROM FINANCING ACTIVITIES:
Net borrowings under lines of credit                             185,000       761,000
                                                             -----------   -----------
Cash provided by financing activities                            185,000       761,000
                                                             -----------   -----------

Net increase (decrease) in cash                                  (43,000)       52,000

Cash at beginning of period                                      133,000        34,000
                                                             -----------   -----------

Cash at end of period                                        $    90,000   $    86,000
                                                             ===========   ===========

Supplemental disclosure:

Interest paid                                                $   114,000   $    93,000
                                                             ===========   ===========
Income tax paid                                              $    15,000   $   101,000
                                                             ===========   ===========

</TABLE>
                                       5
<PAGE>


NOTES TO FINANCIAL STATEMENTS
October 31, 1999

Basis of Presentation

The  financial  statements of The  Millbrook  Press Inc. (the 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 changes in cash
flows for all periods  presented  have been made. The results of the October 31,
1999 interim  period are not  necessarily  indicative of the results that may be
expected for the full year.

Certain information and footnote  disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  These  financial  statements  should be read in
conjunction with the audited financial  statements and notes thereto included in
the Company's Form 10KSB for the fiscal year ended July 31, 1999.

Stock Option Plan

The Company has reserved 675,000 shares of common stock under its  non-qualified
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,  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.  All  stock  options  granted  by the  Company
generally expire seven years after the grant date. Stock options  generally vest
50% in one year  from the  date of grant  and 25% in each of the next two  years
from the date of grant.  However,  50% of all non-vested  stock options  granted
prior to December  23, 1996 vested on December  17, 1997 and the balance of such
unvested options vested on December 17, 1998.

Earnings Per Share

In December 1997, the company adopted Statement of Financial Accounting Standard
(SFAS 128) "Earnings Per Share". SFAS 128 presents earnings per share on a basic
and diluted  basis.  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 three month period.  The following  table
details the  computation  of basic and diluted  earnings per share for the three
month periods.


                                       6
<PAGE>

                                                    For the three months ended
                                                             October 31,

                                                      1999                1998
                                                      ----                ----

Net income                                         $  489,000         $  305,000

Basic & dilutive shares                             3,455,000          3,455,000

Basic & diluted EPS                                $     0.14         $     0.09


Notes Payable to Bank

As of October 31, 1999, the Company had available a $7,500,000 revolving line of
credit with People's Bank and the Company had $5,643,000  outstanding under this
line. As of October 31, 1999, the Company is in compliance with all covenants of
the loan agreement with People's Bank, as amended June 10, 1998.

Taxes

No federal  income taxes have been  provided for the three months ended  October
31, 1999 and 1998 due to the Company's net operating loss carryforwards.



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 1100 hardcover
and 500 paperback books under its Millbrook,  Copper Beech, Twenty-First Century
and Magic Attic Press imprints. The Company's books have been placed on numerous
recommended lists by libraries, retail bookstores and educational organizations.
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  Books titles are  published  primarily  for the
library  market.  As a result,  the  Company is better  able to fully  exploit a
book's sales potentital.  However, the Company has incurred significant expenses
relating to the establishment of the infrastructure which can enable 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.

                                       7
<PAGE>

     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, given the importance of holiday gifts, 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
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 have a
significant  impact on 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 first quarter ended October 31, 1999 were $5,208,000  compared
to $4,815,000 for the same period last year.  Increased sales in both the school
and public library and consumers markets accounted for the favorable results.

Gross profit  margin for the first  quarter  ended  October 31, 1999 amounted to
$2,547,000 or 49% of net sales compared to  $2,350,000,  or 49% of net sales for
the same period last year.

                                       8
<PAGE>

Selling and  marketing  expenses for the quarter ended October 31, 1999 were 30%
of net sales  compared  to 32% of net sales for the  quarter  ended  October 31,
1998.

General and  administrative  expenses  decreased  by $14,000 to $405,000 for the
quarter  ended  October 31, 1999  compared  to  $419,000  for the quarter  ended
October 31, 1998.

During the quarter ended October 31, 1999,  the Company had operating  income of
$603,000 compared with operating income of $398,000 for the same period in 1998.

Interest expense for the quarter ended October 31, 1999 was $114,000 compared to
$93,000  for the same  period  last year due to  increased  bank  borrowing  for
working capital needs of $1,000,000.

Net income for the  quarter  ended  October 31,  1999 was  $489,000  compared to
$305,000 for the same period last year.

Liquidity and Capital Resources
-------------------------------

As of October 31, 1999,  the Company had a $7,500,000  revolving  line of credit
with People's Bank.  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 to pay dividends on the Company's securities.

As of October 31, 1999, the Company had $5,643,000  outstanding  under this line
as compared to  $4,636,000  as of October 31, 1998.  This debt  increased due to
increased working capital requirements.

As of October 31, 1999, the Company had cash and working  capital of $90,000 and
$5,493,000,  respectively, as opposed to cash and working capital of $86,000 and
$5,864,000, respectively, as of October 31, 1998.

Inventory of finished  goods totaled  $7,092,000  and  $6,628,000 at October 31,
1999  and  1998  respectively.  The  higher  level  of  inventory  is due to the
beginning  reader  program and the  increasing  size of our trade and school and
library backlist.  The increase in accounts  receivable of $111,000 from October
31, 1998 is due to increased sales.

Based on its current  operating  plan,  the Company  believes  that its existing
resources  together  with cash  generated  from  operations  and cash  available
through its credit line will be sufficient to satisfy the Company's contemplated
working capital requirements through approximately July 31, 2000. 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, either
before or after July 31, 2000,  the Company may seek  additional  funds  through
debt or equity financing.

                                       9
<PAGE>

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   hereby.   Investors   are   cautioned   that  all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation, the Company's future cash resources and liquidity and the ability of
the Company to fully exploit a book's sales  potential in the school and library
and  consumer  markets.  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.

Year 2000 Disclosure
--------------------

Many currently  installed  computer  systems and software  products are coded to
accept only  two-digit  entries in the date code  field.  These date code fields
will need to accept four digit  entries to  distinguish  21st century dates from
20th century dates. As a result,  in less than two years,  computer  systems and
software used by many companies,  including customers and potential customers of
the  Company,  may  need  to  be  upgraded  to  comply  with  such  "Year  2000"
requirements.  The Company is closely  monitoring the progress the developers of
the software the Company utilizes in many of its customer  projects,  as well as
the developers of the software  utilized in internal  systems are making towards
ensuring  that the products the Company  utilizes are Year 2000  compliant.  The
Company believes that its internal systems and third party software incorporated
into client solutions will be Year 2000 compliant.  Failure to provide Year 2000
compliant business solutions and software to its customers could have a material
adverse  effect on the Company's  business,  results of operations and financial
condition.  The  Company's  costs to ensure that  internal  systems and software
acquired for integration into client business  solutions are Year 2000 compliant
has not been and is not expected to become significant.

Further,  the Company  believes  that the  purchasing  patterns of customers and
potential  customers  may be affected by Year 2000  issues as  companies  expend
significant  resources to correct or patch their  current  software  systems for
Year 2000 compliance.  These  expenditures may result in reduced funds available
to purchase products and services such as those offered by the Company.

                                       10
<PAGE>

PART II. Other Information
--------------------------

Item 5: Other Information

                  None

Item 6:  Exhibits and reports on Form 8-K

          (a)     Exhibits
                  Exhibit 27--Financial Data Schedule

          (b)     Form 8-K--None

                                       11
<PAGE>

                                   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)



December 1, 1999                        By: /S/ David Allen
                                           ----------------------------------
                                            David Allen
                                            Chief Financial Officer

                                       12