UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~the~~ Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~January~~ July 513, 2006

EXCELLIGENCE LEARNING CORPORATION

(Exact Name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	0-32613	77-0559897
(State or Other Jurisdiction	(Commission	(IRS Employer
(State of other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of Incorporation)	File Number)	Identification No.)

2 Lower Ragsdale Drive, Monterey, California		93940
(Address of Principal Executive Offices)		(Zip Code)

2 Lower Ragsdale Drive, Monterey, California 93940

~~Registrant’s telephone~~(Address ~~number,~~of ~~including~~principal ~~area~~executive ~~code:~~offices) (~~831~~Zip Code) ~~333-2000~~

(~~Former Name or Former Address, if Changed Since Last Report.~~831) 333-2000

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

¨	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))

Item 31.01. ~~Notice~~Entry ofInto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On ~~January~~ July 513, 2006, ~~Excelligence~~the ~~Learning~~Registrant ~~Corporation~~entered into a Modified Industrial Gross Lease (the “~~Company~~Lease”) ~~received~~with a540 ~~decision~~Westport ~~from~~Associates, ~~the~~L.L.C. ~~NASDAQ~~and ~~Listing~~Martin ~~Qualifications~~Land & ~~Panel~~Investment, ~~(the~~Inc., ~~“Panel”)~~unrelated ~~granting~~third ~~the~~parties ~~Company’s~~(as ~~request~~tenants ~~for~~in ancommon, ~~additional~~collectively referred ~~extension~~to ofas ~~time~~“Landlord”), pursuant to ~~regain~~which ~~compliance~~the ~~with~~Registrant ~~Marketplace~~agreed ~~Rule~~to ~~4310(c)(14),~~lease ~~which requires~~an ~~that~~aggregate ~~issuers~~of ~~make~~264,130 ~~timely~~square ~~quarterly~~feet of warehouse and ~~annual~~office ~~filings~~space ~~with~~located ~~the~~at ~~Securities~~5101-5207 ~~and~~Speaker ~~Exchange~~Road, ~~Commission.~~Kansas ~~The~~City, ~~Panel’s~~Kansas ~~previous~~(the ~~deadline~~“Property”). ~~for~~The Lease provides that the ~~Company~~Registrant towill ~~regain~~lease ~~compliance~~the ~~was~~Property through December 3031, ~~2005~~2013.

In ~~its~~addition ~~new decision, the Panel has agreed~~ to ~~continue~~its ~~the~~proportionate ~~listing~~share of ~~the~~ ~~Company~~Landlord’s ~~securities~~maintenance onexpenses, ~~The~~under ~~NASDAQ~~the ~~Capital Market~~Lease, ~~provided that~~ the ~~Company~~Registrant ~~files~~need ~~its~~not ~~restated~~pay ~~financial~~Landlord ~~statements~~any ~~for~~monthly ~~the~~rent ~~year~~in ~~ended December 31~~2006, ~~2004~~ and ~~the~~must ~~quarter~~pay ~~ended~~Landlord ~~March 31,~~a ~~2005,~~monthly asbase ~~well~~rent asof ~~its~~$59,429 ~~delinquent~~in ~~reports~~2007, on$61,630 ~~Form 10-Q~~in ~~for~~2008 ~~the~~and ~~quarters~~2009, ~~ended June 30~~$63,831 ~~2005~~in 2010 and ~~September 30~~2011, ~~2005~~$66,032 onin or2012 and ~~before January 31~~$67,133 ~~2006~~in 2013. The ~~Panel~~Registrant ~~also~~has ~~informed~~an ~~the~~option ~~Company~~to ~~that~~extend in the ~~event~~lease itterm ~~has~~for ~~not~~an ~~completed~~additional ~~its~~period ~~filings~~of ~~and~~five ~~become~~years, ~~fully~~commencing ~~compliant~~on byJanuary 1, ~~the~~2014 ~~close~~and ~~of business~~ending on ~~January~~December 31, ~~2006,~~2018. A copy of the ~~Company’s~~Lease ~~shares~~is ~~will~~attached beto ~~immediately~~this ~~delisted~~current ~~from~~report ~~The~~as Exhibit ~~NASDAQ~~10.1 ~~Stock~~and ~~Market~~is incorporated by reference to this report.

~~The~~Item ~~Company’s~~9.01 ~~stock~~Financial ~~will~~Statements ~~remain~~and ~~listed on The NASDAQ Capital Market under the trading symbol “LRNSE” until the Company is current with its periodic reporting requirements or is delisted~~Exhibits.

~~The Company~~(d) ~~has issued a press release regarding these matters, which is attached hereto as Exhibit 99~~Exhibits.1.

~~Item~~10.1 9Modified Industrial Gross Lease, dated as of July 13, 2006, by and between 540 Westport Associates, L.01L.C. ~~Financial~~and ~~Statements~~Martin Land & Investment, Inc., as tenants in common, and ~~Exhibits~~Excelligence Learning Corporation.

ExhibitNumber		Description of Exhibit
99.1		Press Release issued by Excelligence Learning Corporation on January 6, 2006.

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.

Date: January 6, 2006	EXCELLIGENCE LEARNING CORPORATION
	By:	/s/ Ronald Elliot
	Name:	Ronald Elliot
	Title:	Chief Executive Officer

Date: July 18, 2006


EXCELLIGENCE LEARNING CORPORATION

By:		/s/ Ronald Elliott
		Name: Ronald Elliott
		Title: Chief Executive Officer

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