March 4, 2005
Mail Stop 0305
Via U.S. Mail and Facsimile
William W. Burnham
Chairman of the Board, President,
Chief Executive Officer, and Acting Chief Financial Officer
Trudy Corporation
353 Main Avenue
Norwalk, Connecticut 06851
RE: Trudy Corporation
Form 10-KSB for the Fiscal Year Ended March 31, 2004
From 10-QSB for the Quarterly Period Ended June 30, 2004
Form 10-QSB for the Quarterly Period Ended September 30, 3004
File No. 0-16056
Dear Mr. Burnham:
Based upon an examination restricted solely to considerations
of
the Financial Statements, Management`s Discussion and Analysis,
and
Selected Financial Data, the staff has the following comments on
the
above-referenced documents. Where indicated, we think you should
revise your filing in response to these comments and comply with
the
remaining comments in all future filings. If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
response. In some of our comments, we may ask you to provide us
with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Please respond to confirm that such comments will be complied
with, or, if certain of the comments are deemed inappropriate by
the
Company, advise the staff of the reason thereof.
Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp"
with a copy to the staff.
* * * * *
As appropriate, please respond to these comments within 20
business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested supplemental information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
Form 10-KSB for the Fiscal Year Ended March 31, 2004
Item 7. Financial Statements
Report of Independent Registered Accounting Firm, page 20
1. In future filings, please ensure that all reports of the
independent registered accounting firms include the name of the
firm
that issued the report. Refer to the requirements of Rule 2-02 of
Regulation S-X.
Consolidated Statements of Operations, page 22
2. We note from the discussion included on page 15 of MD&A that
other
income (expense) for the fiscal year ended March 31, 2004 included
a
one-time charge of $263,897 related to the write-down of goodwill
associated with Studio Mouse, LLC. Please revise future filings to
reflect this write-down as a component of your loss from
operations.
Refer to the guidance outlined in SAB Topic 5:P, Question 2.
3. Also, we note from the discussion on page 15 that you have
included royalty income and expense in other income and expense in
your consolidated statements of operations. As these revenues and
expenses appear to relate to your operating activities, please
explain why they have not been included as a component of your
loss
from operations.
Consolidated Statements of Cash Flows, page 24
4. We note from your consolidated balance sheet that the balance
as
it relates to notes payable to bank and notes payable to
shareholder
/ officer and related parties materially fluctuated year over year
when comparing the balance at March 31, 2004 to March 31, 2003.
Although these accounts materially fluctuated, your consolidated
statement of cash flows for the year ended March 31, 2004 or Note
14
does not fully disclose the cause of a significant portion of the
related non-cash activities and what assets or liabilities were
affected by assuming or paying off such debt. Please fully and
clearly explain to us what non-cash activities caused these
fluctuations, specifically addressing what assets or liabilities
were
affected by assuming or paying off such debt. In future filing,
please fully and clearly explain all material non-cash activities
as
it relates to investing and financing activities. Refer to the
requirements in paragraph 32 SFAS No.95 for guidance.
5. Additionally, please revise your statement of cash flows to
provide gross disclosure of borrowings and repayments of notes
payable to banks as required by paragraph 11 of SFAS No.95. Note
that
"net" presentation is only appropriate for borrowings with an
original maturity of three months or less. Refer to the guidance
outlined in paragraph 13 of SFAS No.95.
Related Party Transactions
6. We note the disclosure in Item 2 where your state that you
lease
warehouse and administrative facilities, which is owned by a
limited
liability company, owned by the Company`s President, a former
Director and Officer, and a current Board Member. We also note the
discussion in the Liquidity and Capital Resources section where
you
state that (1) for the fiscal year ended March 31, 2004 you
borrowed
$50,000 from a principal shareholder/officer; (2) for the year
ended
March 31, 2004 one principle shareholder/ officer was repaid
$87,736
relating to pre-existing loans; (3) subsequent to March 31, 2004,
this principal shareholder / officer was repaid approximately
$35,000 relating to pre-existing loans; and (4) for the fiscal
year
ended March 31, 2004, the chief executive officer waived salary of
$102,500 which was recorded as a contribution to capital. Please
revise the notes to your consolidated financial statements in
future
filings to include the disclosures required by paragraph 2 of
SFAS
No. 57 with respect to these and other related party transactions.
As part of your response, please provide us with your proposed
disclosure.
Note 15. Commitments, page 36
7. We note from your disclosure that on December 1, 2003 you
settled
the CHRO suit. In future filings please disclose the amount
accrued
and paid in connection with the settlement or explain why you do
not
believe this is required. Refer to paragraph 9 of SFAS No. 5.
Quarterly Reports on Form 10-QSB for the quarters ended June 30,
2004
and September 30, 2004
Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
8. We note the disclosure indicating that subsequent to June 30,
2004, the chief executive officer entered into an agreement with
the
Board of Directors whereby his salary was reduced to $1 per year.
Note that we would expect the Company`s financial statements to
reflect reasonable compensation levels in relation to the nature
and
extent of the related services provided. To the extent that the
fair
value of services provided exceeds the amount of compensation paid
to
the chief executive officer, please revise the Company`s financial
statements to reflect the fair value of the services as a capital
contribution.
You may contact Jeff Jaramillo at (202) 824-5566 or Linda
Cvrkel, Branch Chief, at (202) 942-1936 if you have questions
regarding these comments. Please contact Max Webb, Assistant
Director, at (202) 942-1850 with any other questions.
Sincerely,
Linda Cvrkel
Branch Chief
Via facsimile: William W. Burnham Chairman of the Board,
President, Chief Executive Officer, and Acting Chief Financial
Officer
(203) 846-1776
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William W. Burnham
Trudy Corporation
March 4, 2005
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