8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K/A

AMENDMENT NO. 1 TO

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report
(Date of earliest
event reported):	January 4, 2006

The Middleton Doll Company
(Exact name of registrant as specified in its charter)

Wisconsin	0-22663	39-1364345
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

1050 Walnut Ridge Drive, Hartland, WI 53029-8303
(Address of principal executive offices, including zip code)

(262) 369-8163
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

        On January 10, 2006, The Middleton Doll Company (the “Company”) filed a Current Report on Form 8-K, dated January 4, 2006 (the “Report”). The Company hereby amends Item 9.01 of the Report to disclose pro forma financial information respecting the sale of the loan participations and loans described in the Report and certain other transactions described below.

* * *

Item 9.01.      Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

The following pro forma financial information is attached hereto as Exhibit 99.1:

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2005;

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2005; and

Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited).

The pro forma financial information gives effect to all of the following transactions as if they had occurred on January 1, 2005:

• The sale of loans and loan participations on various dates in January 2006 to InvestorsBank for the aggregate purchase price of $10.68 million, plus accrued interest, pursuant to that certain asset purchase agreement entered into by Lee Middleton Original Dolls, Inc., a wholly owned subsidiary of the Company, and InvestorsBank. The pro forma financial information also gives effect to the assumption that the additional loan participations subject to the asset purchase agreement were sold for the aggregate purchase price of approximately $5.02 million, plus accrued interest.

• The sale of two additional loans to InvestorsBank outside of the asset purchase agreement for the aggregate purchase price of $2.79 million, plus accrued interest, on March 15, 2006.

• The sale of three leased properties during the first two months of 2006 to the current lessees of the buildings. The net book value of the properties at the time of the sale was $3.54 million. The pro forma condensed consolidated statement of operations does not reflect the gain on the sale of leased properties of approximately $0.46 million.

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• The reduction of indebtedness under the Company’s revolving line of credit agreement in the aggregate amount of $16.6 million and the payoff of the notes payable in full in the aggregate amount of $5.1 million, with proceeds from the sale of loans, loan participations and leased properties. The prepayment of the notes payable required a prepayment penalty of $0.29 million which is not reflected in the pro forma condensed consolidated statement of operations.

The pro forma financial information shows the possible scope of the change in the historical financial position and results of operations of the Company caused by the transactions. The pro forma financial information should be read in conjunction with the historical financial information for the Company and its subsidiaries, but does not purport to be indicative of the results which may be obtained in the future or which would actually have been obtained had the transactions occurred as of January 1, 2005. The pro forma financial data are based upon, and should be read in connection with, the latest audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits. The following exhibit is being furnished herewith:

2 Asset Purchase Agreement, dated January 4, 2006. *

99 Press Release, dated January 10, 2006. *

99.1 Unaudited Pro Forma Condensed Consolidated Financial Information.

* Previously filed on Form 8-K on January 10, 2006.

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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 hereunto duly authorized.

THE MIDDLETON DOLL COMPANY

(Registrant)

By:  /s/ Craig R. Bald

        Craig R. Bald

        Chief Financial Officer, Vice President

        Finance and Treasurer

Date: March 31, 2006

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THE MIDDLETON DOLL COMPANY

Exhibit Index to Current Report on Form 8-K

Exhibit
Number

2 Asset Purchase Agreement, dated January 4, 2006. *

99 Press Release, dated January 10, 2006. *

99.1 Unaudited Pro Forma Condensed Consolidated Financial Information.

* Previously filed on Form 8-K on January 10, 2006.

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EX-99.1

Exhibit 99.1

THE MIDDLETON DOLL COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2005

	Historical			Adjustments			Pro Forma As Adjusted
	(Audited)			(Unaudited)			(Unaudited)
ASSETS
Consumer Products
Current Assets:
Cash and cash equivalents	$	83,817		$	(6,904	)	$	76,913
Accounts receivable, net		2,831,259			--			2,831,259
Inventory, net		4,885,588			--			4,885,588
Prepaid inventory		79,480			--			79,480
Other prepaid expenses		174,003			--			174,003
Total current assets		8,054,147			(6,904	)		8,047,243
Property and equipment, net		5,990,003			--			5,990,003
Goodwill		506,145			--			506,145
Total Consumer Products Assets		14,550,295			(6,904	)		14,543,391
Financial Services
Cash and cash equivalents		203,356			--			203,356
Interest receivable		113,854			(100,320	)		13,534
Loans held for investment		8,044,940			(2,821,135	)		5,223,805
Loans held for sale		15,744,681			(15,744,681	)		--
Leased properties, net		6,606,281			--			6,606,281
Leased properties, net, listed for sale or under contract to be sold		6,806,178			(3,546,462	)		3,259,716
Other assets		274,596			(15,811	)		258,785
Total Financial Services Assets		37,793,886			(22,228,409	)		15,565,477
Total Assets	$	52,344,181		$	(22,235,313	)	$	30,108,868
LIABILITIES AND SHAREHOLDERS’ EQUITY
Consumer Products
Accounts payable	$	990,013		$	--		$	990,013
Accrued liabilities		720,644			--			720,644
Total Consumer Products Liabilities		1,710,657			--			1,710,657
Financial Services
Line of credit		22,820,000			(16,648,460	)		6,171,540
Notes payable		5,135,254			(5,135,254	)		--
Accrued liabilities		930,681			(22,715	)		907,966
Preferred shares subject to mandatory redemption, net		16,854,775			--			16,854,775
Total Financial Services Liabilities		45,740,710			(21,806,429	)		23,934,281
SHAREHOLDERS’ EQUITY
Common stock		293,441			--			293,441
Additional paid-in capital		16,604,744			--			16,604,744
Accumulated deficit		(5,279,449	)		(428,884	)		(5,708,333	)
Treasury stock, 674,010 shares, at cost		(6,725,922	)		--			(6,725,922	)
Total Shareholders’ Equity		4,892,814			(428,884	)		4,463,930
Total Liabilities and Shareholders’ Equity	$	52,344,181		$	(22,235,313	)	$	30,108,868

See Notes to unaudited pro forma Condensed Consolidated Financial Statements.

THE MIDDLETON DOLL COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For The Year Ended December 31, 2005

	Historical			Adjustments			Pro Forma As Adjusted
	(Audited)			(Unaudited)			(Unaudited)
Consumer Products
Net sales	$	14,328,082		$	--		$	14,328,082
Cost of goods sold		9,233,667			--			9,233,667
Gross profit		5,094,415			--			5,094,415
Operating expenses		(7,259,449	)		--			(7,259,449	)
Interest expense		(1,314	)		--			(1,314	)
Other income, net		247,635			--			247,635
Loss Before Intercompany
Charges - Consumer Products		(1,918,713	)		--			(1,918,713	)
Financial Services
Revenues
Interest on loans		1,717,316			(1,178,438	)		538,878
Rental income		1,796,937			(462,949	)		1,333,988
Gain on sale of leased properties		1,779,964			--			1,779,964
Other income		38,826			--			38,826
Total revenues		5,333,043			(1,641,387	)		3,691,656
Expenses
Interest expense		1,769,736			(1,078,213	)		691,523
Depreciation expense		353,613			(85,423	)		268,190
Other operating expenses		1,393,565			(48,867	)		1,344,698
Total expenses		3,516,914			(1,212,503	)		2,304,411
Income before income taxes		1,816,129			(428,884	)		1,387,245
Less: applicable income tax expense		(546,917	)		--			(546,917	)
Income Before Intercompany
Charges - Financial Services		1,269,212			(428,884	)		840,328
Company Net Loss		(649,501	)		(428,884	)		(1,078,385	)
Preferred stock dividends		(905,101	)		--			(905,101	)
Loss Available to Common Shareholders	$	(1,554,602	)	$	(428,884	)	$	(1,983,486	)
Basic loss per common share	$	(0.42	)	$	(0.05	)	$	(0.47	)
Diluted loss per common share	$	(0.42	)	$	(0.05	)	$	(0.47	)
Weighted average shares outstanding		3,727,589			3,727,589			3,727,589

See Notes to unaudited pro forma Condensed Consolidated Financial Statements.

THE MIDDLETON DOLL COMPANY AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The pro forma condensed consolidated financial statements of The Middleton Doll Company and subsidiaries (the “Company”) include the accounts of The Middleton Doll Company (the “Parent”), Bando McGlocklin Small Business Lending Corporation (“BMSBLC”), Lee Middleton Original Dolls, Inc. (“LMOD”) and License Products (“LPI”). All significant intercompany accounts and transactions have been eliminated in consolidation. The term “Company”, when used herein, refers to the Parent, BMSBLC, LMOD and LPI on a consolidated basis.

Effective January 1, 2006, BMSBLC was merged with LMOD, with LMOD as the surviving corporation.

On January 4, 2006, LMOD entered into an asset purchase agreement to sell substantially all of the loans and loan participations (previously owned by BMSBLC) to InvestorsBank. The sale of the loans and loan participations will be completed through a series of transactions beginning in January of 2006 and ending no later than June 30, 2006. The purchase price for the sale of the loans and loans participations will be the total of the principal balance of all such loans and loan participations, with an aggregate total purchase price of approximately $15.74 million, plus accrued interest. In January, the Company sold $10.67 million of loans and loan participations to InvestorsBank pursuant to the asset purchase agreement. The pro forma condensed financial information also gives effect to the assumption that the additional loan participations subject to the asset purchase agreement were sold for the aggregate purchase price of approximately $5.02 million, plus accrued interest.

On March 15, 2006 LMOD sold two additional loans to InvestorsBank outside of the asset purchase agreement for the aggregate purchase price of $2.79 million, plus accrued interest. Those two loans had a principal balance of $2.82 million as of December 31, 2005.

During the first two months of 2006, the Company sold three leased properties to the current lessees of the buildings. The net book value of the properties at the time of the sale was $3.54 million. The pro forma condensed consolidated statement of operations does not reflect the gain on the sale of leased properties of approximately $0.46 million.

The proceeds from the sale of loans, loan participations and leased properties in January, February, and March were used to reduce indebtedness under the revolving line of credit agreement and to prepay the notes payable in full. The prepayment of the $5.00 million note payable required a prepayment penalty of $0.29 million which was not reflected in the pro forma condensed consolidated statement of operations. Proceeds from future sales of loans, loan participations and leased properties will be used to reduce indebtedness under the revolving line of credit agreement.

The pro forma financial data do not purport to project results of operations for the current year or for any future period. The pro forma financial data are based upon, and should be read in connection with, the latest audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.