CERTIFICATIONS
I, WILLIAM W. BURNHAM, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Trudy
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. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Securities Exchange Act of
1934 ("Exchange Act") Rules 13a-14 and 15d-14) for the Registrant
and I have:
(i) designed such disclosure controls and procedures to
ensure that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to me
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(ii) 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
(iii) presented in this quarterly report my conclusions about
the effectiveness of the disclosure controls and procedures
based on my evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of registrant's board
of directors:
(i) 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
(ii) 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 23, 2002 /s/ WILLIAM W. BURNHAM
------------------------------
William W. Burnham,
Principal Executive Officer
I, ASHLEY C. ANDERSEN, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Trudy
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. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Securities Exchange Act of
1934 ("Exchange Act") Rules 13a-14 and 15d-14) for the Registrant
and I have:
(i) designed such disclosure controls and procedures to
ensure that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to me
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(ii) 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
(iii) presented in this quarterly report my conclusions about
the effectiveness of the disclosure controls and procedures
based on my evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of registrant's board
of directors:
(i) 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
(ii) 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 23, 2002 /s/ ASHLEY C. ANDERSEN
------------------------------
Ashley C. Andersen,
Acting Principal Financial Officer