VILLAGE GREEN BOOKSTORE INC
10QSB, 1997-09-22
MISCELLANEOUS SHOPPING GOODS STORES
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                F O R M  10-QSB


        [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

              for the quarterly period ended August 3, 1997
  
                                     OR
  
        [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

                for the transition period from_______to_________

                         Commission file number 0-00167
                                                -------

                        THE VILLAGE GREEN BOOKSTORE, INC.
         ---------------------------------------------------------------     
        (Exact name of Small Business Issuer as specified in its charter)


             New York                                          16-1181167
   ------------------------------                             ------------
  (State or other jurisdiction of                            (IRS Employer
   incorporation or organization)                             I.D. number)


                               1357 Monroe Avenue
                            Rochester, New York 14618
                     --------------------------------------
                    (Address of principal executive offices)


                                 (716) 442-1151
                 ----------------------------------------------
                (Issuer's telephone number, including area code)


Check whether the Issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes  X   No
    ---     ---
                      APPLICABLE ONLY TO CORPORATE ISSUERS

The  number of shares of common  stock  outstanding  as of August  13,  1997 was
3,741,355.



<PAGE>



                        THE VILLAGE GREEN BOOKSTORE, INC.
                        ---------------------------------

                                      INDEX
                                      -----

PART I.   FINANCIAL INFORMATION
                                                                          Page
                                                                          ----
          Item 1.   Financial Statements

                    Consolidated Statement of Operations
                    for the three and six months ended
                    August 3, 1997 and July 28, 1996.........................1

                    Consolidated Balance Sheets as of
                    August 3, 1997 and February 2, 1997......................2

                    Consolidated Statement of Cash Flows for the
                    quarters ended August 3, 1997 and
                    July 28, 1996 ...........................................4

                    Notes to Financial Statements............................5

          Item 2.   Management's Discussion and Analysis of
                    Financial Conditions and Results of Operations...........7

PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings.......................................10

          Item 6.   Exhibits and Reports on Form 8-K........................13

                    Exhibit 11..............................................14

                    Exhibit 27..............................................15








<PAGE>



ITEM 1.   FINANCIAL STATEMENTS.

              THE VILLAGE GREEN BOOKSTORE, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                          FOR THE THREE MONTHS ENDED

                       AUGUST 3, 1997 AND JULY 28, 1996
<TABLE>
<CAPTION>

                                        Three Months Ended               Six Months Ended
                                    August 3,        July 28,       August 3,        July 28,
                                      1997             1996            1997            1996
                                   -----------     -----------     -----------     -----------
<S>                                <C>             <C>             <C>             <C>        
Net Sales                          $ 1,100,184     $ 1,960,478     $ 2,277,085     $ 4,557,948
Cost of Goods Sold                     732,722       1,239,139       1,489,716       2,901,128
                                   -----------     -----------     -----------     -----------

Gross Profit                       $   367,462     $   721,339         787,369     $ 1,656,820
Selling, General, and
  Administrative Expenses              648,208       1,018,740       1,343,670       2,374,985
                                   -----------     -----------     -----------     -----------

Loss from Operations               $  (280,746)    $  (297,401)    $  (556,301)    $  (718,165)
Other Income (Expense)
  Interest Expense                     (26,993)        (27,000)        (54,978)        (48,000)
 Amortization of Offering Costs              0               0               0         (23,781)
  Other Income                           1,153           2,641           2,380           8,146
  Restructuring Costs                  (74,023)       (342,760)        (95,988)       (342,760)
                                   -----------     -----------     -----------     -----------

Total Other Income (Expense)       $   (99,863)    $  (367,119)    $  (148,586)    $  (406,395)
                                   -----------     -----------     -----------     -----------

Loss before Income taxes           $  (380,609)    $  (664,520)    $  (704,887)    $(1,124,560)
Income Tax                                   0            (507)              0            (507)
                                   -----------     -----------     -----------     -----------

Net Loss                           $  (380,609)    $  (665,027)    $  (704,887)    $(1,125,067)
                                   ===========     ===========     ===========     ===========

Per Share Amounts Net Loss         $     (0.10)    $     (0.18)    $     (0.19)    $     (0.30)
                                   ===========     ===========     ===========     ===========

</TABLE>


See Notes to Consolidated Financial Statements











                                            1


<PAGE>



               THE VILLAGE GREEN BOOKSTORE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                       AUGUST 3, 1997 AND FEBRUARY 2, 1997

                                     Assets


Current Assets                        May 4, 1997              February 2, 1997
- -----------------------------  ----------------------      ---------------------



Cash and Cash Equivalents       $             22,304        $           140,417

Receivables                                   59,964                     80,725

Merchandise Inventories                    2,281,123                  2,784,531

Prepaid Expenses                              73,308                     95,594
                               ----------------------      ---------------------

Total Current Assets            $          2,436,699        $         3,101,267

Property & Equipment, net of
  Accumulated Depreciation                 1,077,462                  1,331,313

Other Assets                                  57,469                     57,802
                               ----------------------      ---------------------

Total Assets                    $          3,571,630        $         4,490,382
                               ======================      =====================

See Notes to Consolidated Financial Statements














                                        2


<PAGE>

               THE VILLAGE GREEN BOOKSTORE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                       AUGUST 3, 1997 AND FEBRUARY 2, 1997

                      Liabilities and Stockholders' Equity


Current Liabilities                   August 3, 1997          February 2, 1997
- ----------------------------------- ------------------      --------------------

Accounts Payable                     $      1,548,555        $        1,746,379

Current Portion of Debt                     1,014,352                 1,001,519

Accrued Payroll Expense                        27,539                    47,577

Accrued Taxes Payable                          27,874                    57,534

Other Current Liabilities                     238,254                   189,015
                                    ------------------      --------------------

Total Current Liabilities            $      2,856,574        $        3,042,024

Long-Term Debt                                248,375                   277,090


Stockholders' Equity
- -----------------------------------

Common Stock, $.001 par
  Authorized 10,000,000 shares
  Issued and Outstanding
 3,741,355 shares at
  August 3, 1997 and February 2,
 1997, respectively                             3,741                     3,741

Additional Paid-In Capital                  8,117,454                 8,117,154

Retained Deficit                          (7,654,514)               (6,949,627)
                                    ------------------      --------------------

Total Stockholders' Equity           $        466,681        $        1,171,268
                                    ------------------      --------------------

Total Liabilities and Stockholders'
Equity                               $      3,571,630        $        4,490,382
                                    ==================      ====================


See Notes to Consolidated Financial Statements




                                        3


<PAGE>



               THE VILLAGE GREEN BOOKSTORE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                 QUARTERS ENDED AUGUST 3, 1997 and JULY 28, 1996



                                                          Six Months Ended
Operating Activities                              August 3, 1997   July 28, 1996
                                                  --------------   -------------
Net Loss                                            $  (704,887)    $(1,125,067)
Adjustments to reconcile Net Loss to Net
  Cash Used in Operating Activities:
  Depreciation                                          157,863         194,980
 Amortized Debt Offering Costs                                0          23,781
 Restructuring Costs                                     95,988         342,760
Changes in Operating Assets and Liabilities:
 Accounts Receivables                                    20,761          (1,871)
 Inventory and Prepaid Expenses                         525,694       1,870,043
 Accounts Payable and Accrued Expenses                 (198,283)     (1,572,161)
                                                    -----------     -----------
Net Cash Used in Operating Activities               $  (102,864)    $  (267,535)
Investing Activities:
 Purchase of Property and Equipment                           0         (62,124)
 Security Deposits                                          333          (6,302)
                                                    -----------     -----------
Net Cash Used in Investing Activities               $  (102,531)    $   (68,426)
Financing Activities:
  Payments on Credit Lines, Long-Term Debt and
  Capital Lease Obligations                             (15,882)        (24,022)
 Proceeds from Issuance of Common Stock                     300             300
                                                    -----------     -----------
Net Cash Provided by (Used In)
 Financing Activities                               $   (15,582)    $   (23,722)
                                                    -----------     -----------
Net Change in Cash                                     (118,113)       (359,683)
Balance at Beginning of Year                            140,417         383,918
                                                    -----------     -----------
Cash Balance at End of Period                       $    22,304     $    24,235
                                                    ===========     ===========


See Notes to Consolidated Financial Statements








                                        4


<PAGE>
                       THE VILLAGE GREEN BOOKSTORE, INC.


                         NOTES TO FINANCIAL STATEMENTS


Note 1.        The consolidated  balance  sheet  as of  August  3,  1997 and the
          consolidated  statements  of income for the three and six months ended
          August 3, 1997 and July 28, 1996, the consolidated  statements of cash
          flows for the six months  ended  August 3, 1997 and July 28, 1996 have
          been  prepared  by  the  Company  without  audit.  In the  opinion  of
          management,  all adjustments  (which include only normal  adjustments)
          necessary  to  present  fairly  the  financial  position,  results  of
          operations and changes in financial  position at those dates have been
          made.  The operating  results for the quarter ended August 3, 1997 are
          not necessarily indicative of the results that may be expected for the
          fiscal period ending February 1, 1998 as the Company's sales volume is
          seasonal.

Note 2.       On April 28, 1994, the Company consummated a private  placement of
          convertible  Debentures with an aggregate value of $1.2 million (which
          in  previous  years  had been  referred  to as 7%  Convertible  Senior
          Subordinated  Debentures).   These  Debentures  are  convertible  into
          240,000 shares of the Company's  Common Stock at a conversion price of
          $5.00 per share. The Debentures had an original maturity date of April
          1996.  During fiscal 1997 and 1996, the Debentures  were not converted
          or  redeemed,  in whole or in part.  The Company was unable to pay its
          obligation  for the  Debentures  which was due in April  1996.  In May
          1996, the Debenture holders entered into an agreement with the Company
          whereby the interest rate on the  Debentures  was increased from 7% to
          9%. In accordance  with the Credit  Agreement cited below, a principal
          payment of $300,000 was made to the Debenture holders on September 26,
          1996.

              The Debentures are  subordinated in right of payment to any future
          bank or institutional  indebtedness up to $1 million and are expressly
          senior in right of  payment  to all  other  Company  obligations  (but
          subordinated  to the  payment  of any  future  bank  or  institutional
          indebtedness  up to $1 million).  The  Debentures are  redeemable,  in
          whole  only,  from  time to time at the  option  of the  Company  at a
          redemption  price equal to 100% of the principal  amount  thereof plus
          accrued  interest,  provided that the  Debentures  may not be redeemed
          prior to maturity unless,  during any period of 20 consecutive trading
          days  ending  within  30 days  prior to the  giving  of the  notice of
          redemption,  the market price for the Common Stock is at least 125% of
          the conversion price.

               On October 11, 1996, the Company and VGBS Acquisition Corporation
          ("VGBS")  consummated  a Credit  Agreement  dated as of September  25,
          1996,  whereby  VGBS agreed to loan up to $1.2  million to the Company
          pursuant to a Senior Secured  Promissory Grid Note dated September 25,
          1996 (the  "Note").  Advances of $300,000  were  scheduled  to be made
          quarterly,   contingent  upon  the  Company   complying  with  certain
          representations,  warranties  and  covenants  contained  in the Credit
          Agreement.  The first  $300,000 was advanced on September 26, 1996. As
          of September 19, 1997, no subsequent  amounts have been advanced under


                                        5

<PAGE>


          the Credit  Agreement.  The Note bears  interest at the rate of 9% per
          annum  with  principal  and  interest   payable  in  equal   quarterly
          installments  commencing June 30, 1997 through June 2000. No principal
          or  interest  payments  on the Note  have  been  made by the  Company.
          Pursuant  to the Credit  Agreement,  the  Company  has agreed that all
          amounts  advanced  by VGBS  pursuant  to the Note  will be used by the
          Company solely to repay  principal  amounts owed by the Company to the
          holders of the Company's Convertible  Debentures (the "Debentures") as
          cited below.

          The  Company  has also  entered  into a Security  Agreement  with VGBS
          pursuant to which the Company has granted VGBS a security  interest in
          all assets of the Company to secure the  indebtedness  incurred by the
          Company  pursuant  to the  Credit  Agreement  and Note.  The  Security
          Agreement is senior in right of payment and in  collateral  except for
          up to $500,000 for the financing of merchandise inventories.  VGBS has
          agreed  to  subordinate  its  security  interest  under  the  Security
          Agreement to the holders of the  Debentures in the event VGBS breaches
          its  obligation  to fund any  installment  due the  Company  under the
          Credit Agreement and Note.































                                        6


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.


OVERVIEW
- --------

     The  Company  competes  with a diverse  group of national  book  retailers,
including WaldenBooks, Borders Bookshop, Barnes & Noble, B. Dalton, Crown Books,
Encore Books and  Books-A-Million.  In recent  years,  many  competing  national
chains  have  expanded  in size and number of outlets,  and have  developed  and
opened superstores  within the Company's existing markets.  As a result of these
competitive conditions, the Company has historically experienced cash shortfalls
and operating deficits, which has caused the Company's auditors to express doubt
as to the Company's  ability to continue as a going  concern.  The Company is in
the  process of  holding  an  inventory  reduction  sale at its  underperforming
Elmwood Avenue, Buffalo, NY and Wegman's Plaza, Perinton, NY stores. The Company
plans to close both stores upon conclusion of the sale. The Company hopes to use
the proceeds from the sale to strengthen its cash flow and to pay-down a portion
of its debt.

FINANCIAL POSITION
- ------------------

     Cash and cash equivalents amounted to $22,304 at August 3, 1997 as compared
to $140,417 at February 2, 1997.  Cash  decreased  as a result of  reduction  in
accounts  payable of $197,824,  due to payments made  primarily to vendors,  and
increased operating costs.  Inventories decreased by $503,408 from $2,784,531 at
February 2, 1997 to $2,281,123 at August 3, 1997.  Prepaid expenses decreased by
$22,286.  Other  current  liabilities,  accrued  payroll and accrued sales taxes
payable decreased,  in the aggregate,  by $459 from $294,126 at February 2, 1997
to $293,667 at August 3, 1997.





















                                        7


<PAGE>

RESULTS OF OPERATIONS
- ---------------------
<TABLE>
<CAPTION>
                                        Three Months Ended               Six Months Ended
                                    
                                     August 3        July 28          August 3         July 28
Statement of Operations Data           1997            1996              1997           1996 
- ----------------------------      ------------     ------------     ------------     ------------
<S>                               <C>              <C>              <C>              <C>         
Net Sales                         $  1,100,184     $  1,960,478     $  2,277,085     $  4,557,948
                                  ------------     ------------     ------------     ------------
As a Percentage of Net Sales:            %                %                %                %

Same Stores                              99.5             73.3             98.6             68.1

Closed Stores                             0.5             22.7              1.4             31.9
                                  ------------     ------------     ------------     ------------
Total Net Sales                         100.0            100.0            100.0            100.0

Cost of Sales                            66.0             63.2             65.4             63.7
                                  ------------     ------------     ------------     ------------
Gross Profit                             33.4             36.8             34.6             36.3

Selling, General and
Administrative Expenses                  58.9             52.0             59.0             52.1
                                  ------------     ------------     ------------     ------------
Loss from Operations                    (25.5)           (15.2)           (24.4)           (15.8)

Net Loss                                (34.6)           (33.9)           (31.0)           (24.7)
                                  ============     ============     ============     ============
</TABLE>
     Net sales for the three  months  ended  August 3, 1997 were  $1,100,184  as
compared with $1,960,478 for the three months ended July 28, 1996, a decrease of
43.9%.  For the six months ended August 3, 1997, net sales were  $2,277,085,  as
compared with  $4,557,948  for the six months ended July 28, 1996, a decrease of
50% Comparable store sales decreased by 26.6% for the six months ended August 3,
1997.

     Gross profit margin for the three months ending August 3, 1997 was 33.4% as
compared to 36.8% for the same period last year. For the six months ended August
3, 1997,  gross profit  margin was 34.6% as compared to 36.3% for the six months
ended July 28, 1996. In absolute  dollars,  gross profit decreased from $721,339
for the three  months ended July 28, 1996 to $367,462 for the three months ended
August 3, 1997.  For the six months ended August 3, 1997,  absolute gross profit
dollars  decreased to $787,369 from $1,656,820 for the six months ended July 28,
1996. The decrease in absolute gross profit dollars of $353,877 and $869,451 for
the three and six month periods  resulted from net sales decreases in comparable
stores and reduction in sales associated with store closings.

     Selling,  general,  and administrative  expenses for the three months ended
August 3, 1997 decreased by $370,532 or 36.4%. The decrease  resulted  primarily
from reduction in staff as a result of store closings.  For the six months ended
August 3, 1997,  selling,  general  and  administrative  expenses  decreased  by
$1,031,315  or 43.4%.  The  increase  in  selling,  general  and  administrative
expenses for the six months is attributable to the closing of stores.

     Through  August  3,  1997,  the  Company   expensed   against   earnings  a
restructuring  charge of $95,988 as against a similar charge of $342,760 for the
six months ended July 28, 1996. The restructuring  charge represents  provisions
for lease  settlement and leasehold  improvements  in connection  with the early
termination of leases which occurred during this period.

                                        8

<PAGE>




LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

     Working capital was ($419,875) at August 3, 1997, as compared to $59,243 as
of  February  2,  1997.  The  Company's  auditors  have  stated  that  there  is
substantial  doubt about the Company's  ability to continue as a going  concern.
Competitive conditions have adversely affected the Company's liquidity.













































                                        9


<PAGE>


                          PART II -- OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     STAR VIDEO  ENTERTAINMENT  LP V. THE  VILLAGE  GREEN  BOOKSTORE,  INC.  The
Company has been named a defendant  in an action  commenced  in  Rochester  City
Court on January 3, 1997 by Star Video  Entertainment  LP. The  complaint  seeks
judgment  based upon unpaid  invoices in the amount of $2,885.04  plus interest,
litigation  costs and  attorney's  fees.  Plaintiff  filed a motion for  summary
judgment seeking $1,073.71 plus interest, costs and attorney's fees. This matter
was settled by the parties subsequent to August 3, 1997.

     SHURMAN FINE PAPERS, INC. V. THE VILLAGE GREEN BOOKSTORE,  INC. The Company
has been named a defendant in an action  commenced in Supreme Court of the State
of New York for Monroe County on January 24, 1997 by Shurman Fine Papers,  Inc.,
a supplier of greeting  cards.  Plaintiff  seeks judgment for unpaid invoices in
the total amount of $59,143.42 plus interest and costs, which amount the Company
contends is greatly  overstated.  In  addition,  the  Company  intends to return
seasonal cards, which will further reduce the total amount owed to approximately
$35,000.  Settlement  negotiations  have begun in an attempt first to agree upon
the  amount of the  liability,  and then to agree upon a payment  plan.  At this
time, the outcome of this matter cannot be assessed with certainty.

     SUNRISE PUBLICATIONS, INC. V. THE VILLAGE GREEN BOOKSTORE, INC. The Company
has been named a defendant in an action  commenced in Supreme Court of the State
of New York for Monroe County on February 4, 1997 by Sunrise Publications, Inc.,
a greeting card supplier.  Plaintiff  seeks judgment for unpaid  invoices in the
total amount of  $28,468.88  plus  interest and  litigation  costs.  The Company
contends that the amount owed has been overstated by plaintiff. The Company also
intends to return  seasonal  cards,  which will further  reduce the total amount
owed to approximately $18,000.  Settlement negotiations have begun in an attempt
first to agree  upon  the  amount  of the  liability,  and then to agree  upon a
payment plan.  At this time,  the outcome of this matter cannot be assessed with
certainty.

      EMPIRE STATE NEWS CORP.  V. THE VILLAGE  GREEN  BOOKSTORE,  INC. A default
judgment  in the  amount  of  $14,343.84  recently  was  obtained  in an  action
commenced  in Buffalo  City Court on or about March 6, 1997 by Empire State News
Corp.  Plaintiff has accepted a settlement proposal and the Company is currently
making payments.

     ANDREWS & MCMEEL V. THE VILLAGE GREEN BOOKSTORE,  INC. The Company has been
named a defendant  in a suit  commenced  on or about April 3, 1997 in  Rochester
City Court. Plaintiff seeks judgment based upon unpaid invoices in the amount of
$14,187.76 plus interest and costs. The Company contends that the amount owed is
$7,500.15. This matter has been settled.

      INTERNATIONAL  PLAYTHINGS,  INC. V. THE VILLAGE GREEN BOOKSTORE,  INC. The
Company has been named a defendant in a suit  commenced in Rochester  City Court
on or about March 21, 1997.  Plaintiff seeks judgment based upon unpaid invoices


                                      10


<PAGE>


in the  total  amount  of  $3,656.47.  The  amount  owed in this  case is not in
dispute,  and counsel have spoken  concerning  payment terms.  At this time, the
outcome of this matter cannot be assessed with certainty.

     INTERNATIONAL PERIODICAL DISTRIBUTORS, INC. V. THE VILLAGE GREEN BOOKSTORE,
INC.  The Company has been named a defendant  in an action  commenced in Supreme
Court  for the  State  of New York in Erie  County  by a  magazine  distributor.
Plaintiff  seeks  judgment  based upon unpaid  invoices  in the total  amount of
$51,972.24 plus interest and costs. The Company contends that the amount owed is
$45,679.18.  At this time,  the outcome of this matter  cannot be assessed  with
certainty.

     GLEN EAGLE CENTER V. THE VILLAGE  GREEN  BOOKSTORE,  INC.  During the first
quarter of fiscal 1997, the Company  received a Complaint from Glen Eagle Center
in connection with the closing of its stores.  Glen Eagle is claiming $20,000 in
lost rents and consequential  damages. The Company has counterclaimed for breach
of the Lease by Glen Eagle and intends to vigorously defend such claims. At this
time, the outcome of this matter cannot be assessed with certainty.

     BENDERSON 85-1 TRUST V. THE VILLAGE GREEN  BOOKSTORE,  INC. The Company has
been named a defendant in an action  commenced on August 24, 1994 in the Supreme
Court of the State of New York for Erie County involving a dispute on a lease in
the amount of $42,392.07.  The plaintiff,  Benderson 85-1 Trust, is the landlord
of the Company's former Tonawanda,  New York store,  which the Company closed in
January  1994.  The Tonawanda  store was operated by the  Company's  subsidiary,
Niagara  Books,  Inc.,  which  was the party  named on the  lease.  The  Company
believes  it has  meritorious  defenses  and intends to  vigorously  defend this
action.

     WILLIAM W. SHUSTER,  JR. V. THE VILLAGE GREEN  BOOKSTORE,  INC. The Company
has been  named a  defendant  in an  action  commenced  on August 3, 1994 in the
Supreme  Court of the State of New York for Monroe County by William W. Shuster,
Jr., as  plaintiff,  involving a "slip and fall" on the  Company's  property for
damages in the amount of $2  million.  The Company  carries $1 million  worth of
liability insurance which the Company believes should be sufficient to cover any
possible award of damages to the plaintiff. Further, the Company believes it has
meritorious defenses and intends to vigorously defend this action.

     STAR VIDEO  ENTERTAINMENT  LP V. THE  VILLAGE  GREEN  BOOKSTORE,  INC.  The
Company has been named a defendant  in an action  commenced  in  Rochester  City
Court on January 3, 1997 by Star Video  Entertainment  LP. The  complaint  seeks
judgment  based upon unpaid  invoices in the amount of $2,885.04  plus interest,
litigation  costs and  attorney's  fees.  Plaintiff  recently filed a motion for
summary judgment seeking $1,073.71 plus interest, costs and attorney's fees. The
Company  contends  that no amount is owed to plaintiff and intends to vigorously
defend this action.  At this time, the outcome of this matter cannot be assessed
with certainty.

      EASTERN NEWS DISTRIBUTORS,  INC. V. THE VILLAGE GREEN BOOKSTORE,  INC. The
Company has been named a defendant in an action  commenced  in Supreme  Court of
the  State of New York for  Monroe  County  on June  20,  1997 by  Eastern  News





                                      11

<PAGE>


Distributors,  Inc.,  a periodical  distributor.  Plaintiff  seeks  judgment for
unpaid invoices in the total amount of $25,572.92,  plus interest and costs. The
Company contends that the amount owed has been over stated by Plaintiff. At this
time, the outcome of this matter cannot be assessed with certainty.

     CARLTON CARDS, A DIVISION OF AMERICAN GREETINGS  CORPORATION V. THE VILLAGE
GREEN  BOOKSTORE,  INC.  The  Company  has been named a  defendant  in an action
commenced  in Supreme  Court of the State of New York for Monroe  County on July
28,  1997 by  Carlton  Cards,  a Division  of  American  Greetings  Corporation.
Plaintiff  seeks judgment in the amount of $84,344.35,  plus interest and costs.
The Company  contends  that the amount owed is greatly over stated.  The Company
also contends that Plaintiff owes the Company  credits for  merchandise  removed
from the Company's stores by Plaintiff when Plaintiff reset Plaintiff's displays
located in the Company's stores. At this time, the outcome of this matter cannot
be asserted with certainty.

     PUBLISHERS  CONSORTIUM,  INC.,  DOING BUSINESS AS LPC GROUPS V. THE VILLAGE
GREEN  BOOKSTORE,  INC.  The  Company  has been named a  defendant  in an action
commenced in  Rochester  City Court on June 24, 1997 by  Publishers  Consortium,
Inc., a book  publisher.  Plaintiff seeks judgement in the amount of $10,116.21,
plus  interest and costs.  The Company  contends that the amount owed is greatly
overstated.  At this time,  the outcome of this matter  cannot be asserted  with
certainty.

     POMEGRANATE  PUBLICATIONS V. THE VILLAGE GREEN BOOKSTORE,  INC. The Company
has been named a defendant in an action  commenced  in  Rochester  City Court on
July 7, 1997 by Pomegranate  Publications,  a stationary distributor.  Plaintiff
seeks judgment in the amount of $3,653.40,  plus interest and costs. The Company
contends  that this amount is over stated as a result of the  Company's  partial
payment to Plaintiff. At this time, the outcome of the matter cannot be asserted
with certainty.






















                                       12


<PAGE>



                          PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  Exhibits
               --------

               Exhibit 11 - Computation of Earnings per Common Share

               Exhibit 27 - Financial Data Schedule

          (b) Reports on Form 8-K.

               A Form 8-K current report  pursuant to Section 13 or 15(d) of the
               Exchange Act dated August 12, 1997 was filed with the  Securities
               and Exchange  commission  on August 20, 1997.  The purpose of the
               8-K was to  report on Item 5 the press  release  relating  to the
               Company's inventory reduction sale at its Perinton,  New York and
               Buffalo, New York stores.































                                       13






                                   Exhibit 11

                        THE VILLAGE GREEN BOOKSTORE, INC.

                    COMPUTATION OF EARNINGS PER COMMON SHARE


                                   Three Months Ended        Six Months Ended

                                     August 3, 1997           August 3, 1997
                                 ----------------------    ---------------------

Primary Earnings Per Share (1)
- ------------------------------

Net Loss After Taxes                      $  (380,609)             $  (704,887)

Weighted Average
    Common Shares
Outstanding                                  3,741,355                3,741,355

Primary Loss Per Share                   $      (0.10)            $      (0.19)


(1) Warrants and options, which are potentially dilutive, were not considered in
the calculations  because these items were  anti-dilutive  due to the net losses
incurred during the reporting period.





















                                      14

<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  OF THE VILLAGE GREEN  BOOKSTORE,  INC. FOR THE SIX MONTHS
ENDED  AUGUST 3, 1997,  AND IS  QUALIFIED  IN ITS  ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1

        
<S>                             <C>

<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          FEB-01-1998
<PERIOD-START>                             FEB-03-1997
<PERIOD-END>                               AUG-03-1997
<CASH>                                          22,304                               
<SECURITIES>                                         0  
<RECEIVABLES>                                   59,964  
<ALLOWANCES>                                         0  
<INVENTORY>                                  2,281,123  
<CURRENT-ASSETS>                             2,436,699  
<PP&E>                                       2,393,806  
<DEPRECIATION>                               1,316,344  
<TOTAL-ASSETS>                               3,571,630  
<CURRENT-LIABILITIES>                        2,856,574 
<BONDS>                                        248,375  
                                0  
                                          0  
<COMMON>                                         3,741  
<OTHER-SE>                                     462,940  
<TOTAL-LIABILITY-AND-EQUITY>                 3,571,630  
<SALES>                                      2,277,085  
<TOTAL-REVENUES>                             2,277,085  
<CGS>                                        1,489,716  
<TOTAL-COSTS>                                1,489,716  
<OTHER-EXPENSES>                                     0  
<LOSS-PROVISION>                                     0  
<INTEREST-EXPENSE>                              52,598  
<INCOME-PRETAX>                               (608,899) 
<INCOME-TAX>                                         0  
<INCOME-CONTINUING>                           (608,899) 
<DISCONTINUED>                                 (95,988)       
<EXTRAORDINARY>                                      0  
<CHANGES>                                            0  
<NET-INCOME>                                  (704,887) 
<EPS-PRIMARY>                                     (.19) 
<EPS-DILUTED>                                     (.19) 
                                                        
                                            

</TABLE>


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