SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 12b-25
Commission File Number 0-16007
NOTIFICATION OF LATE FILING
(Check One) |X| Form 10-KSB |_| Form 11-K |_| Form 20-F |_| Form 10-Q
|_| Form N-SAR
For Period Ended: January 28, 1996
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For the Transition Period Ended:
Read attached instruction sheet before preparing form.
Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Part I. Registrant Information
Full name of registrant The Village Green Bookstore, Inc.
Former name if applicable
N/A
Address of principal executive office:
1357 Monroe Avenue, Rochester, New York 14618
Part II. Rule 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box.)
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
Part III. Narrative
State below in reasonable detail the reasons why Form 10-KSB, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
See Exhibit I.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Raymond Sparks 716 442-1151
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_| Yes |X| No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Village Green Bookstore, Inc.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date April 26, 1996 By /s/ Raymond Sparks
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Raymond Sparks, Chief Executive Officer
and Chief Financial Officer
<PAGE>
EXHIBIT 1
The Registrant recently entered into a financing letter of intent with
GBF, Inc., a finance company ("GBF"). GBF has agreed, subject to further due
diligence investigation, to lend up to $2 million to the Registrant pursuant to
a Secured Revolving Credit Facility for which the Registrant has agreed to
provide a security interest to GBF in all of the Registrant's inventory (the
"Revolving Credit Facility"). Since the timing of the proposed transaction is
critical to the Registrant's ability to pay off its $1.2 million subordinated
debentures, the Registrant's management has been forced to focus its attention
entirely on negotiating and preparing for the proposed Revolving Credit
Facility.
Messrs. Raymond Sparks and John Borek, two of the Company's five
directors, are the only executive officers of the Company, and accordingly,
management's ability to respond to a significant corporate events such as the
Revolving Credit Facility and the filing of the Form 10-KSB is limited. As such,
the Registrant could not file its Form 10-KSB on a timely basis without
unreasonable effort or expense.
