SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~November~~ August 105, ~~2003~~2004

~~FAO~~Children’s Books & Toys, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-19536	95-3971414
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
460 E. Swedesford Road Suite 2010 Wayne, Pennsylvania 19087
(Address of Principal Executive Offices) (Zip Code)
Jerry A. Kollar Senior Vice President - Finance 460 E. Swedesford Road Suite 2010 Wayne, Pennsylvania 19087
(Name and Address of Agent For Service)
(610) 995-1200
(Telephone Number, Including Area Code, of Agent for Service)

~~2520~~ITEM ~~Renaissance Boulevard~~5: ~~King~~OTHER ~~of Prussia, Pennsylvania 19406~~EVENTS

As previously reported in the Current Report on Form 8-K filed by Children’s Books & Toys, Inc. (~~Address~~formerly ofknown ~~Principal~~as ~~Executive~~FAO, ~~Offices~~Inc.) (~~Zip~~the “Company”) with the Securities and Exchange Commission (the “SEC”) on December 4, 2003, the Company and its wholly-owned subsidiaries ZB Company, Inc., Toy Soldier, Inc. (formerly known as FAO Schwarz, Inc.), TRS Liquidation Co. (formerly known as The Right Start, Inc.) and Targoff-RS, LLC (collectively, the “Debtors”) filed on December 4, 2003 voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) (Case No. 03-13672(JR)). In connection with such reorganization, the Debtors are required to file monthly operating reports with the United States Trustee and the Bankruptcy Court.

~~Mr.~~On ~~Jerry~~August 5, R.2004, ~~Welch President~~the ~~and~~Debtors ~~Chief~~filed ~~Executive~~their ~~Officer~~July 2004 Monthly ~~2520~~Operating ~~Renaissance~~Reports ~~Boulevard~~with the Bankruptcy Court. ~~King~~Copies of ~~Prussia~~these monthly operating reports are attached hereto as Exhibit 99.1, ~~Pennsylvania~~and ~~19406~~are incorporated herein in their entirety.

~~(Name~~The Company cautions that the monthly operating reports and ~~Address~~accompanying attachments have been prepared for filing with the Bankruptcy Court in accordance with the requirements of ~~Agent~~federal bankruptcy ~~For~~law. ~~Service)~~These materials are unaudited and are prepared in a format and for periods different from that used in the Company’s consolidated financial statements filed with the SEC under the federal securities laws. Accordingly, the substance and format of these materials do not allow for meaningful comparison with the Company’s regular publicly-disclosed consolidated financial statements.

~~(610)~~The ~~292-6600~~Company further cautions that the financial information included in the monthly operating reports has been prepared by management of the Debtors without audit or review by independent accountants and does not include all footnotes and financial presentations normally required under generally accepted accounting principles in the United States.

~~(Telephone Number~~Furthermore, ~~Including~~the ~~Area~~information ~~Code,~~set forth in the monthly operating reports should not be viewed as indicative of future results ~~Agent~~and should not be used for ~~Service)~~investment purposes.

~~Item~~The ~~5. Other~~Company ~~Events~~reiterates ~~and~~its earlier stated position that it does not ~~Required~~expect FDany ~~Disclosure~~recovery to be available to its common stockholders in connection with its bankruptcy.

~~FAO,~~ITEM Inc. (the “Company), issued a press release on November 10, 2003 which is attached to this report as Exhibit 99.1. In the press release the Company stated that late in the afternoon Friday, November 7~~, 2003, its lenders delivered a notice of default under its loan agreement~~. ~~The~~ FINANCIAL ~~notice stated that the lenders would no~~STATEMENTS ~~longer~~AND consider themselves obligated to make further loans or extend letters of credit, that outstanding loans would bear interest at the default rate under the loan agreement until defaults were cured or waived and that additional extensions of credit would be subject to a 5% funding feeEXHIBITS. ~~The Company stated that it was in discussion with its lenders to resolve the issues that gave rise to the notice, but could give no assurances it would be successful.~~

2(c) Exhibits.

Item 7. Financial Statements and Exhibits.

Exhibit Number		Description

99.1		July 2004 Monthly Operating Reports of Children’s Books & Toys, Inc. (formerly known as FAO, Inc.) and its subsidiaries ZB Company, Inc., Toy Soldier, Inc. (formerly known as FAO Schwarz, Inc.), TRS Liquidation Co. (formerly known as The Right Start, Inc.) and Targoff-RS, LLC

~~(c)~~Pursuant ~~Exhibits~~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.

Exhibit Number		Description
	CHILDREN’S BOOKS & TOYS, INC.
99.1		Press Release of the Company dated November 10, 2003.
Date: August 10, 2004	/s/ Jerry A. Kollar
	Jerry A. Kollar
	Senior Vice President – Finance

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.

	FAO, INC.
Date: November 11, 2003	/s/ Jerry R. Welch
	Jerry R. Welch
	President and Chief Executive Officer

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