`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, 2002.

( )  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, 2002.

                  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
                                October 31, 2002



PART I.    FINANCIAL INFORMATION

Item 1.    Condensed Financial Statements

           Condensed Statements of Operations for the three months ended October
           31, 2002 and 2001

           Condensed Balance Sheet as of October 31, 2002

           Condensed Statements of Cash Flows for the three months ended October
           31, 2002 and 2001

           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

                         INDEPENDENT ACCOUNTANTS' REPORT


To the Stockholders and Board of Directors of
The Millbrook Press Inc.

We have reviewed the accompanying condensed balance sheet of The Millbrook Press
Inc.  (Company) as of October 31, 2002, and the related condensed  statements of
operations and condensed cash flows for the three-month period then ended. These
condensed   financial   statements  are  the  responsibility  of  the  Company's
management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, with the exception of the matter described in the following
paragraph, we are not aware of any material modifications that should be made to
such condensed financial statements for them to be in conformity with accounting
principles generally accepted in the United States of America.

As disclosed in the notes to the  financial  statements,  accounting  principles
generally  accepted in the United States of America require the Company to adopt
Statement of Financial  Accounting  Standards  ("SFAS") No. 142,  "Goodwill  and
Other  Intangible  Assets" on August 1, 2002.  SFAS 142  requires  goodwill  and
certain  intangible  assets  with  indefinite  useful  lives to be subject to an
annual review for impairment,  and written down when impaired, rather than being
amortized as previous  standards  required.  Management has informed us that the
Company  has not yet  adopted  SFAS 142 and is working  diligently  with a third
party valuation  specialist to complete the assessment of the impact of SFAS 142
on the Company's  operating  results and financial  condition.  An impairment to
goodwill,  if any,  would be charged to the Company's  accumulated  deficit as a
change in  accounting  principle  upon adoption of SFAS 142. The effects of this
departure from accounting  principles generally accepted in the United States of
America on the Company's  financial  position,  results of  operations  and cash
flows has not been determined.

The  Company's  October 31, 2001  financial  statements  were  reviewed by other
accountants,  who did not issue an independent accountants' report in connection
with  that  review  in  accordance  with the  provisions  of the  United  States
Securities  and Exchange  Commission's  Regulation  S-B,  Item 310(b),  "Interim
Financial Statements".

Carlin, Charron & Rosen LLP

Glastonbury, Connecticut
December 5, 2002

                                       3




                            THE MILLBROOK PRESS INC.
                       Condensed Statements of Operations


                                                     Three months ended
                                                         October 31
                                                     2002           2001
                                                     ----           ----

Net sales                                       $ 3,324,000    $ 5,401,000

Cost of sales                                     1,938,000      3,126,000
                                                -----------    -----------
Gross profit                                      1,386,000      2,275,000
                                                -----------    -----------

Operating expenses:
   Selling and marketing                          1,418,000      1,614,000
   General and administrative                       355,000        378,000
                                                -----------    -----------
Total operating expenses                          1,773,000      1,992,000
                                                -----------    -----------

Operating (loss) income                            (387,000)       283,000

Interest expense                                     70,000         79,000
                                                -----------    -----------

(Loss) income before income taxes                  (457,000)       204,000

Provision for income taxes                           19,000         55,000
                                                -----------    -----------

Net (loss) income                               $  (476,000)   $   149,000
                                                ===========    ===========


(Loss) earnings per share - basic               $     (0.17)   $      0.05
                                                ===========    ===========
(Loss) earnings per share - diluted             $     (0.17)   $      0.05
                                                ===========    ===========

Weighted average shares outstanding - basic       2,869,887      2,849,887
                                                ===========    ===========

Weighted average shares outstanding - diluted     2,869,887      2,911,453
                                                ===========    ===========

                                       4




                            THE MILLBROOK PRESS INC.
                             Condensed Balance Sheet
                                October 31, 2002

Assets
------

Cash                                                   $     29,000
Accounts receivable, net                                  4,248,000
Refundable federal income taxes                             136,000
Inventories, net                                          6,528,000
Royalty advances                                            650,000
Prepaid expense and other assets                            331,000
                                                       ------------
            Total current assets                         11,922,000

Plant costs, net                                          4,283,000
Royalty advances, net                                     2,221,000
Fixed assets, net                                           204,000
Deferred tax                                                241,000
Goodwill, net (Note 1)                                    2,440,000
                                                       ------------

            Total assets                               $ 21,311,000
                                                       ============

Liabilities and Stockholders' Equity

Accounts payable and accrued expenses                  $  3,428,000
Borrowings under line of credit                           5,222,000
Royalties payable                                           263,000
                                                       ------------
            Total current liabilities                     8,913,000

Long term debt
                                                       ------------
            Total liabilities                             8,913,000
                                                       ------------

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                                      (4,242,000)
                                                       ------------
        Total stockholders' equity                       12,398,000
                                                       ------------

        Total liabilities & stockholders' equity   $ 21,311,000
                                                       ============

                                       5





                            THE MILLBROOK PRESS INC.
                       Condensed Statements of Cash Flows


                                                                         Three months ended
                                                                              October 31
                                                                         2002          2001
                                                                         ----          ----
CASH FLOWS  FROM OPERATING ACTIVITIES:
   Net (loss) income                                                  $(476,000)     $ 149,000

   Adjustments to reconcile net (loss) income to net cash used in
   operating activities:
   Depreciation and amortization                                        528,000        527,000
   Changes in operating assets and liabilities:
     Accounts receivable                                               (143,000)      (152,000)
     Inventories                                                        245,000       (724,000)
     Prepaid expenses and other assets                                  (47,000)      (282,000)
     Accounts payable, accrued expenses and royalties payable          (639,000)       276,000
                                                                    -----------    -----------

            Net cash used in operating activities                      (532,000)      (206,000)
                                                                    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of fixed assets                                             (5,000)       (39,000)
   Plant costs                                                         (342,000)      (393,000)
                                                                    -----------    -----------
            Net cash used in investing activities                      (347,000)      (432,000)
                                                                    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from line of credit                                     897,000      1,058,000
   Payments on long term debt                                                         (364,000)
                                                                    -----------    -----------
            Net cash provided by financing activities                   897,000        694,000
                                                                    -----------    -----------

            Net increase in cash                                         18,000         56,000

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

Cash at end of period                                               $    29,000    $    72,000
                                                                    ===========    ===========

Supplemental disclosures:
   Interest paid                                                    $    67,000    $    85,000
                                                                    ===========    ===========
   Income tax paid                                                  $    32,000    $    13,000
                                                                    ===========    ===========

                                       6





                          NOTES TO FINANCIAL STATEMENTS
                                October 31, 2002


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 except as noted below.  The
results of the October 31, 2002 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 financial
statements prepared in accordance with generally accepted accounting  principles
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.

GAAP DEPARTURE - RECENT ACCOUNTING PRONOUNCEMENTS

Accounting principles generally accepted in the United States of America require
the Company to adopt Statement of Financial  Accounting  Standards  ("SFAS") No.
142, "Goodwill and Other Intangible Assets" on August 1, 2002. SFAS 142 requires
goodwill  and certain  intangible  assets  with  indefinite  useful  lives to be
subject to an annual  review for  impairment,  and written  down when  impaired,
rather than being amortized as previous standards required.  The Company has not
yet adopted  SFAS 142 and is working  diligently  with a third  party  valuation
specialist to complete the assessment of the impact of SFAS 142 on the Company's
operating results and financial  condition.  An impairment to goodwill,  if any,
would be charged to the Company's  accumulated deficit as a change in accounting
principle  upon  adoption  of SFAS  142.  The  effects  of this  departure  from
accounting  principles generally accepted in the United States of America on the
Company's financial position,  results of operations and cash flows has not been
determined.  The  Company  will file Form  10-QSB(A)  for the  October  31, 2002
quarter  reflecting  the  adoption  of SFAS  No.  142  upon  completion  of said
assessment.

The  Company  does  not  believe  that  adoption  of  other  recent   accounting
pronouncements has had or will have a material impact on the Company.

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% in each of
the next two years from the date of grant.

                                       7





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.

NOTES PAYABLE TO BANK

As of October 31, 2002,  the Company has a $7,500,000  revolving  line of credit
with People's Bank and has borrowed  $5,222,000  under this line. The $7,500,000
is the maximum available,  however it may be lower based upon the eligible value
of accounts  receivable  and  inventory.  As of October 31,  2002,  the eligible
inventory and accounts  receivable was $5,356,000.  The Company is in compliance
with all covenants of the loan agreement with People's Bank, as amended  October
25, 2002.

INCOME TAXES

Federal and state  income taxes have been  provided for the three month  periods
ended  October 31, 2002 and 2001,  as the  Company  has fully  utilized  its net
operating loss  carryforwards.  The Company has established a deferred tax asset
and  liability  to  recognize  the timing  difference  between  book and taxable
income.

                                       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.  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 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.

            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

                                       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  October 31, 2002 were  $3,324,000  compared to
$5,401,000  for the same  period  last year,  a  decrease  of  $2,077,000.  This
decrease is due to a  significant  decrease in the trade  sales  market,  as the
Company no longer  distributes  the Snappy  product line. The school and library
market recorded a 13% increase or $287,000 over the same period last year.

Gross  profit  margin  for the  quarter  ended  October  31,  2002  amounted  to
$1,386,000,  or 42% of net sales  compared to $2,275,000 or 42% of net sales for
the same period last year.

Selling and  marketing  expenses  decreased  by $196,000 to  $1,418,000  for the
quarter  ended  October 31, 2002  compared to  $1,614,000  for the quarter ended
October 31, 2001.  The  decreased  expenses are due mainly to lower  commission,
salary and catalog costs.

General and  administrative  expenses  decreased  by $23,000 to $355,000 for the
quarter  ended  October 31, 2002  compared  to  $378,000  for the quarter  ended
October 31,  2001.  This  decrease is mainly due to reduction in expenses as the
Company seeks to reduce overheads.

Operating  loss for the quarter ended October 31, 2002 was $387,000  compared to
operating income of $283,000 for the same period in 2001.

Interest  expense for the quarter ended October 31, 2002 was $70,000 compared to
$79,000 for the same period last year. A lower interest rate on the  outstanding
loan balance accounts for the favorable variance.

Net loss after tax for the quarter ended October 31, 2002 was $476,000  compared
to net income of $149,000 for the same period last year.  The primary reason for
this change is the decrease in net sales as set forth above.

During the quarter ended July 31, 2002, the Company  transferred its fulfillment
and warehousing operations to Simon and Schuster. The Company believes this move
will provide an enhanced level of service to its customers.

While sales for the quarter ended October 31, 2002  decreased  from the previous
year, the Company's school and public library sales increased by 13% compared to
the  same  quarter  last  year.  The  Company  believes  this  is a  significant
achievement in a difficult market and is due to its concentration on the market,
its continued highly recognized  publishing program,  the initial success of its

                                       10



new  fiction  imprint,  Roaring  Brook  Press,  and early  results  from its new
classroom enrichment programs.

BALANCE SHEET

Inventories of finished  goods totaled  $6,528,000 and $7,742,000 at October 31,
2002 and 2001 respectively. The level of inventories decreased $1,214,000 or 16%
from the prior year as net sales decreased $2,077,000 or 38% for the same period
year over year.  The reserve  for slow moving  inventory  totaled  $453,000  and
$716,000 at October 31, 2002 and 2001 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  $4,248,000 and $5,954,000 at
October 31, 2002 and 2001 respectively,  a decline of $1,706,000.  A majority of
this decline is due to lower sales for the same period, year over year.

GAAP DEPARTURE - RECENT ACCOUNTING PRONOUNCEMENTS

Accounting principles generally accepted in the United States of America require
the Company to adopt Statement of Financial  Accounting  Standards  ("SFAS") No.
142, "Goodwill and Other Intangible Assets" on August 1, 2002. SFAS 142 requires
goodwill  and certain  intangible  assets  with  indefinite  useful  lives to be
subject to an annual  review for  impairment,  and written  down when  impaired,
rather than being amortized as previous standards required.  The Company has not
yet adopted  SFAS 142 and is working  diligently  with a third  party  valuation
specialist to complete the assessment of the impact of SFAS 142 on the Company's
operating results and financial  condition.  An impairment to goodwill,  if any,
would be charged to the Company's  accumulated deficit as a change in accounting
principle  upon  adoption  of SFAS  142.  The  effects  of this  departure  from
accounting  principles generally accepted in the United States of America on the
Company's financial position,  results of operations and cash flows has not been
determined.  The  Company  will file Form  10-QSB(A)  for the  October  31, 2002
quarter  reflecting  the  adoption  of SFAS  No.  142  upon  completion  of said
assessment.

The  Company  does  not  believe  that  adoption  of  other  recent   accounting
pronouncements has had or will have a material impact on the Company.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2002,  the Company has a $7,500,000  revolving  line of credit
with People's Bank. The $7,500,000 is the maximum  available,  however it may be
lower based upon the eligible value of accounts receivable and inventory.  As of
October 31, 2002, the eligible inventory and accounts receivable was $5,356,000.
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.  The line provides for
the  repurchase  of up to $450,000 of Company  Common  Stock.  As of October 31,
2002, the Company is in compliance with all 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 October 31, 2002,  the Company had  $5,222,000
outstanding under this line compared to $5,623,000 as of October 31, 2001.

As of October 31, 2002, the Company had cash and working  capital of $29,000 and
$3,009,000,  respectively, as opposed to cash and working capital of $72,000 and
$4,121,000,  respectively,  as of October  31,  2001.  The  decrease  in working
capital is largely due to the implementation of the new fiction imprint, Roaring

                                       11





Brook Press,  and decreased sales in the trade market,  due to the exit from the
Snappy product line. Due to this increased investment 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.

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 October 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 April 5, 2002, the Company signed a fulfillment and billing service  contract
with  Simon and  Schuster.  This  contract  is for a three year  period  with an
effective date of June 1, 2002. Simon and Schuster will be responsible for order
entry, customer service,  billing and collection,  inventory storage and product
shipping.  The Company  terminated  its contract  with its current  distribution
provider as of June 1, 2002.

                                       12





On May 1, 2002, the Company  terminated its publishing  arrangement with Templar
Publishing.  The Company will no longer sell and distribute the "Snappy  Pop-up"
series of products in the United States. (see "Results of Operations")


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

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

Reports on Form 8-K

     The Company filed Form 8-Ks on August 5, 2002,  August 14, 2002 and October
     22, 2002 under item changes in registrant's certifying accountant.


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: December 13, 2002                   By: /s/ David Allen
                                              David Allen
                                              President,
                                              Chief Executive Officer and
                                              Chief Financial Officer

                                       13





                            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

                                       14




        (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:  December 13, 2002


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

                                       15`