U.S. Securities and Exchange Commission

Washington, D.C. 20549

______________

Form 10-K

(Mark one)

[ X ] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended June 30, 2005.

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________ to _______________.

Commission file number 1-12580.

THE VERMONT TEDDY BEAR CO., INC.

(Exact Name of Registrant as Specified in its Charter)

New York					03-0291679

(State or other jurisdiction 	 (I.R.S. Employer

of incorporation or organization) 		Identification No.)

6655 Shelburne Road, Post Office Box 965

Shelburne, Vermont 05482

(Address of principal executive offices)

Registrant's telephone number, including area code: (802) 985-3001

Securities registered under Section 12(b) of the Exchange Act:

Title of each class:	Name of each exchange on which registered

Common Stock, par value $.05 per share				NASDAQ Smallcap Market



Securities registered under Section 12(g) of the Exchange Act:

Common Stock, per value $.05 per share

(Title of class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 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 .

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes ; No X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes __; No X

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the average high and low prices of such stock on December 31, 2004, as reported on NASDAQ, was $ 18,454,039.

As of September 28, 2005, there were 8,258,785 shares of the issuer's common stock issued and 5,086,499 shares outstanding.

Documents Incorporated By Reference

The following documents, in whole or in part, are specifically incorporated by reference in the indicated part of this Annual Report on Form 10-K:

Proxy Statement for 2005 Annual Meeting of the issuer's stockholders: Part III, Items 10, 11, 12 , 13 and 14.



The Vermont Teddy Bear Co., Inc.

2005 Form 10-K Annual Report



Table of Contents



|        |                                                                                                                  | Page
|------- | ---------------------------------------------------------------------------------------------------------------- | ----
|        | Part I                                                                                                           |     
|Item 1  | Business                                                                                                         | 3   
|Item 2  | Properties                                                                                                       | 33  
|Item 3  | Legal Proceedings                                                                                                | 34  
|Item 4  | Submission of Matters to a Vote of Security Holders                                                              | 37  
|        |                                                                                                                  |     
|        | Part II                                                                                                          |     
|Item 5  | Market for Registrant's Common Equity and Related Stockholder Matters	 and Issuer Purchases of Equity Securities | 37  
|Item 6  | Selected Financial Data                                                                                          | 42  
|Item 7  | Management's Discussion and Analysis
of Financial Condition and Results of Operation                             | 43  
|Item7A  | Quantitative and Qualitative Disclosures about Market Risk                                                       | 58  
|Item 8  | Financial Statements and Supplementary Data                                                                      | 58  
|Item 9  | Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure                             | 58  
|Item 9A | Controls and Procedures                                                                                          | 59  
|        |                                                                                                                  |     
|        | Part III                                                                                                         |     
|Item 10 | Directors and Executive Officers of the Registrant                                                               | 59  
|Item 11 | Executive Compensation                                                                                           | 59  
|Item 12 | Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters                   | 60  
|Item 13 | Certain Relationships and Related Transactions                                                                   | 60  
|Item 14 | Principal Accounting Fees and Services                                                                           | 60  
|        |                                                                                                                  |     
|        | Part IV                                                                                                          |     
|        |                                                                                                                  |     
|Item 15 | Exhibits, Financial Statement Schedules                                                                          | 61  
|        |                                                                                                                  |     
|        | Signatures                                                                                                       | 66  
|        |                                                                                                                  |     











PART I

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS BASED ON THE COMPANY'S CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE VERMONT TEDDY BEAR CO., INC. AND ITS INDUSTRY. THESE FORWARD -LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, AS MORE FULLY DESCRIBED ELSEWHERE IN THIS REPORT. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON, EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.



Item 1. Business

The Vermont Teddy Bear Co., Inc. (the "Company") is a direct marketer in the gift delivery industry competing primarily against companies that deliver flowers and other specialty gifts. Its principal product line is the BearGram gift, a Vermont Teddy Bear customized to suit a special occasion or a life event, personalized with a greeting card and optional embroidery, and delivered in a colorful gift box with a candy treat. In recent years, the Company extended its product offering in the gift delivery business, developing gift merchandise assortments under the service marks "PajamaGram" and "TastyGram". The PajamaGram gift delivery service offers a variety of pajamas and related sleepwear and spa products, packaged with lavender tub tea and a personalized card in a keepsake hat-box, and delivered in a colorful gift box. The TastyGram gift delivery service focuses exclusively on food related gift products, including regional food specialties such as NY Carnegie Deli Cheesecake and Gino's Chicago Deep Dish Pizza. A TastyGram gift is also delivered complete with a personalized greeting card. In August of 2003, the Company completed the acquisition of Calyx & Corolla, Inc. (see Note 2 in the consolidated financial statements included in this Annual Report). Calyx & Corolla, now a wholly owned subsidiary of the Company, is a direct marketer of premium, direct-from-the-grower flowers, plants, and preserved floral wreaths and centerpieces.

The Company's four product lines, BearGram gifts, PajamaGram gifts, TastyGram gifts and Calyx & Corolla floral gifts are maintained for marketing purposes as standalone brands with their own website storefronts, toll free telephone numbers and advertising campaigns, and constitute principal components of the Company's gift delivery business. The Company maintains its principal offices and conducts the majority of its operations at 6655 Shelburne Road in Shelburne, Vermont. The Company also maintains an office for the Calyx & Corolla segment in Vero Beach, Florida.

As the Company developed its BearGram business, the net revenues of the Company grew from approximately $351,000 in 1989 to $38,994,000 in its fiscal year ended June 30, 2002. As the Company transitioned from being solely in the BearGram business to offering a variety of different products in the gift business under separate brand names, net revenues increased to $66,608,000 for the fiscal year ended June 30, 2005. The Company has been consistently profitable on an annual basis since its fiscal year ended June 30, 1999.

On May 16, 2005, The Vermont Teddy Bear Co., Inc. a New York corporation (the "Company") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Hibernation Holding Company, Inc., a Delaware corporation, and Hibernation Company, Inc., a Delaware corporation and wholly-owned subsidiary of Hibernation Holding Company, Inc. ("Merger Subsidiary"). Pursuant to the Merger Agreement, Merger Subsidiary will merge (the "Merger) with and into the Company, with the separate corporate existence of Merger Subsidiary ceasing and the Company continuing as the surviving corporation and a wholly-owned subsidiary of Hibernation Holding Company, Inc. At the effective time of the Merger (the "Effective Time"), each share of Company common stock and preferred stock issued and outstanding immediately prior to the Effective Time and not held by Hibernation Holding Company, Inc. will be converted into the right to receive $6.50 in cash per share of common stock (on an as-converted basis). Notwithstanding the foregoing, at the Effective Time certain security holders will exchange their existing Company stock and warrants for stock and warrants of Hibernation Holding Company, Inc. The consummation of the Merger is subject to certain terms and conditions customary for transactions of this type, including stockholder approval and completion of committed debt and equity financing.

A special meeting of the shareholders of The Vermont Teddy Bear Co., Inc. ("VTBC") was held at 10:00 a.m. EST on Wednesday, September 28, 2005, at VTBC's retail/manufacturing facility, 6655 Shelburne Road, Route 7, Shelburne, Vermont.



The Company's common stock is listed on the NASDAQ Small Cap Market under the ticker symbol "BEAR".

The Origins and History of the Company

The Vermont Teddy Bear Company was founded by John Sortino in 1981 and incorporated in 1984 on the premise that teddy bears, with their legendary beginnings dating back to the presidency of Theodore Roosevelt, should continue to be made in America. The Company's business began from a pushcart on Church Street, an open marketplace in Burlington, Vermont, with John selling home-sewn teddy bears. As the business developed during the 1980's, the Company's marketing efforts focused primarily on wholesaling teddy bears to specialty stores and direct retail through its own outlets in Burlington as well as Albany and Plattsburgh, New York. BearGram gifts, customized teddy bears delivered on behalf of the purchaser to someone else, were first introduced on a small scale in 1985. Shortly before Valentine's Day in 1990, the Company introduced radio advertising of its BearGram service on radio station WHTZ ("Z-100") in New York City, positioning it as a novel gift for Valentine's Day, and offering listeners a toll-free number for customers to order from the Company's facility in Vermont. This test proved to be successful, and the service was expanded to other major radio markets across the country. Primarily through the BearGram delivery service, the Company increased its net revenues from approximately $351,000 in 1989 (the year prior to the initial New York City BearGram campaign) to approximately $38,994,000 in 2002.

Expansion of its radio marketing, principally in the Northeast, fueled rapid growth through 1995. In 1992 and 1993, the Company was ranked 80 and 58, respectively, on Inc. Magazine's list of the fastest growing private companies in America. In 1994, the Company was ranked 21 on Inc' Magazine's list of the fastest growing public companies. After a brief period of retail expansion with the addition of three stores in New York, Maine and New Hampshire that were subsequently closed, the Company refocused its marketing efforts during fiscal year 1998 on direct response radio. The Company subsequently experienced another period of growth as it expanded its radio campaign for the BearGram service from the Northeast to most major metropolitan areas across the United States.

Recognizing that an Internet website provided visual support to its national radio advertising campaign and a convenient way for customers to place orders, the Company began taking orders on its website in March of 1997. In May 2000, the Company launched its Pre-FUR'd Member online e-mail marketing program to stimulate loyalty among its existing BearGram customers and increase repeat purchases.

The Company launched the PajamaGram gift service in April 2002 and the TastyGram gift service in July 2002 in order to expand its product offering in the gift market and leverage its existing operating infrastructure and direct marketing expertise. At that time, the Company materially modified its business strategy, seeking to establish itself in the gift industry selling all of its products, including BearGram gifts, for adult to adult gift giving.

In August 2003, the Company acquired certain assets and the business model and name of Calyx & Corolla as it continues to expand its product offerings targeting women gift buyers. Calyx & Corolla was founded in 1988 by Ruth Owades who was also the founder of Gardener's Eden now owned by Brookstone, Inc. Based on historical research, the Company believes that Calyx & Corolla was the original catalog floral company, pioneering the concept of delivering fresh flowers via Federal Express directly to the consumer from the growers or, in the case of Central and South American farms, the growers' import warehouses.

Principal Business Segments and Distribution Methods

The Company has identified six segments within its business for reporting certain financial results: the BearGram gift delivery service, the PajamaGram gift delivery service, the TastyGram gift delivery service, Calyx & Corolla, Retail Store Operations, and Corporate/Wholesale. The BearGram gift delivery service, the PajamaGram gift delivery service, the TastyGram gift delivery service, and Calyx & Corolla are collectively referred to as the "Gift Delivery Services". Revenues and gross margins for each of the Company's segments are reported in the Consolidated Financial Statements included with this Annual Report. The largest of the Company's business segments is the BearGram Service comprising 46.5 percent of the Company's net revenue for the fiscal year ended June 30, 2005. Calyx & Corolla comprised 26.2 percent of net revenue for the year, while the PajamaGram Service and the TastyGram Service represent 21.9 percent and 0.6 percent of net revenues for fiscal year ended June 30, 2005, respectively.

The Company also distributes its teddy bear products through Retail Store Operations and through its Corporate/Wholesale segments. The Company's Retail Store Operations represented 4.2 percent of net revenues, and the Corporate/Wholesale programs were 0.6 percent of net revenues for the fiscal year ended June 30, 2005.

Primary Business Segments

(12 months ended June 30)



|                         | 2005  | 2004  | 2003  | 2002  | 2001 
|------------------------ | ----- | ----- | ----- | ----- | -----
|"Gift Delivery Services" |       |       |       |       |      
|BearGram Service*        | 46.5% | 51.3% | 76.3% | 88.3% | 90.5%
|PajamaGram Service       | 21.9% | 13.2% | 13.1% | 0.8%  | -    
|TastyGram Service        | 0.6%  | 0.7%  | 1.1%  | 0.9%  | 0.1% 
|Calyx & Corolla          | 26.2% | 28.2% | -     | -     | -    
|Retail Store Operations  | 4.2%  | 5.4%  | 8.6%  | 8.4%  | 8.3% 
|Corporate/Wholesale      | 0.6%  | 1.2%  | 0.9%  | 1.6%  | 1.1% 



* Excludes BearGram revenues from retail operations.

BearGram Service. The BearGram delivery service involves sending personalized teddy bears directly to recipients for special occasions such as birthdays, anniversaries, weddings, and new babies, as well as holidays such as Valentine's Day, Christmas, and Mother's Day. The Company positions its BearGram gift delivery service as a "creative alternative to flowers".During the year ended June 30, 2005, men purchased approximately 71 percent of BearGram gifts, often at the last minute.Through this service the Company offers teddy bears in a variety of sizes and colors, as well as approximately 188 different teddy bear outfits to further customize the gift. Every BearGram gift includes a teddy bear made in the Company's Vermont factories, customized with an outfit to suit the occasion that can be personalized with optional embroidery or artwork, a free candy treat, and a personal message on a card, all delivered in a colorful box with an "airhole". Orders for the BearGram delivery service are placed by calling a toll-free telephone number 1-800-829-BEAR and speaking with Company sales representatives called Bear Counselors, or entering orders on line at the Company's website vermontteddybear.com. Orders, including those with personalization, placed by 4:00 p.m. online, or 5:00 p.m. over the phone Monday through Friday can be shipped the same day for guaranteed overnight and Saturday delivery. Packages are allocated after determining the lowest delivery cost, among several different parcel carriers, with United Parcel Service (UPS) being the primary carrier of next-day and two-day air shipments. UPS is also the primary ground service carrier and DHL is the primary international carrier. Approximately 76 percent of BearGram orders were delivered using either overnight or second day services during the year ended June 30, 2005.

The Company uses primarily direct response radio advertising, supported visually by the Internet, to market its BearGram gift delivery service. The Company's "live read" radio commercials were aired in 115 Metropolitan Survey Areas (MSAs) around the country during the fiscal year ended June 30, 2005. In recent years the Company has reduced the number of advertisements purchased on local radio stations in these MSAs while adding 32syndicated network radio programs to extend the reach of the Company's promotional campaign to other smaller geographical areas across the country. In February 2002, the Company reintroduced cable television as a part of its advertising mix for the Valentine's Day selling season and expanded its use of television to advertise the BearGram service at both Valentine's Day and Mother's Day. The Company believes traffic to the website is primarily generated by offline media advertising as the majority of visitors arrive at the site directly via one of the Company's Universal Resource Locators ("URLs"). All radio and television advertisements are tagged with the website address in addition to its toll-free number.

Other avenues of marketing the BearGram delivery service are direct mail catalogs and print advertisements primarily in magazines. The Company introduced its first catalog for Christmas of 1992, and currently has an in-house mailing list in excess of 1,900,000 unique names. During the twelve months ended June 30, 2005, more than 1,695,000 catalogs were mailed primarily to BearGram customers.

The Company also markets BearGram gifts using various forms of online advertising, including direct e-mails to its Pre-FUR'd Member customer list. Customers become Pre-FUR'd Members when they order online and do not opt out to receive promotions via e-mail from the Company. New Pre-FUR'd Members are also added to the e-mail list when they sign up directly through the Company's contact center or in its retail stores. The Company also maintains certain online affiliate partners who market BearGrams to their audience via e-mails and to a lesser extent banner advertisements. Most of these partners are paid on a commission only basis for BearGram sales generated when customers click through links to purchase on the website. Several partners are paid on a cost per click basis when customers search on certain keywords that the Company pays for.

On occasion, customers in the Company's retail stores may request that their BearGram purchases be sent directly from the store to someone else. These sales are not included in the BearGram gift delivery service segment and are included in the net revenues for Retail Store Operations.

PajamaGram Service. The Company launched the PajamaGram gift service with a test radio advertising campaign for the 2002 Mother's Day selling season. The PajamaGram service is modeled after the BearGram gift delivery business. It provides customers with a convenient gift that includes an item from a broad assortment of pajamas, gowns, robes and spa products delivered with a free gift card, lavender bath tea, and a "do not disturb" sign all in a keepsake hatbox. PajamaGram gifts are ordered online at pajamagram.com or via Pajama Counselors toll free at 1-800-GIVE-PJS and delivery options are comparable to what is offered for BearGram gifts. The service is targeted to appeal to female customers in order to broaden the Vermont Teddy Bear Company's predominately male customer base. During the fiscal year ended June 30, 2005, women purchased approximately 48 percent of PajamaGram gifts, versus only 30 percent of BearGram gifts. The PajamaGram Company is positioned as a "sister company" of The Vermont Teddy Bear Company for branding purposes while it remains a business segment within the corporate structure of the Company.

The Company also uses direct response radio advertising to market the PajamaGram service driving visitors to both the toll free number and the website. Many of the same radio stations and syndicated radio networks air both BearGram and PajamaGram ads. In addition, the Company uses cable television and print, with emphasis given to targeting woman and online marketing initiatives comparable to those used for BearGrams, including the online VIPj loyalty program.

As the customer base for PajamaGram gifts expands, the Company has added catalog to its marketing mix for this segment. The first catalogs were introduced on a small scale for Mother's Day and Holiday 2003. The Company increased significantly the number of circulated pages for Holiday 2004 and Mother's Day 2005 with a larger book and more prospects added to the circulation. The Company also introduced its first Valentine's Day catalog in February 2005. During the fiscal year 2005, the Company mailed approximately 2,331,000 catalogs. Currently, the Company has approximately 268,000 names on its PajamaGram mailing list.

TastyGram Service. Through this business segment, the Company markets and sells a variety of regional food specialties such as NY Carnegie Deli Cheesecake and Gino's Chicago Deep Dish Pizza. Orders are placed at tastygram.com or by calling toll free 1-800-82-TASTY.

Using proprietary technology, customer orders are processed and forwarded electronically via the Internet to the "food" supplier. The supplier prints a personalized card, picking instructions, and a prepared shipping label from the order information received. The suppliers prepare their unique products for shipping with packaging that incorporates TastyGram labeling. The Company coordinates pickup of the gift item at the supplier's location by Federal Express for delivery.

For the fiscal year ended June 30, 2005, sales in the TastyGram segment were generated primarily from traffic directed to the TastyGram website from the websites of the Company's other business segments and from certain online affiliate marketing programs. During the year, women placed approximately 57 percent of the orders.

The Company conducts the business of the TastyGram service through it's wholly owned subsidiary SendAMERICA, Inc. SendAMERICA, Inc., was formed in fiscal 2001 for the purposes of extending the Company's product offerings in the gift delivery service industry to include other American made gift products in addition to teddy bears. In October 2002, the Company launched the TastyGram website narrowing the focus of SendAMERICA, Inc. exclusively to food-related gift products which represented the most successful category of SendAMERICA gift products.



Calyx & Corolla. On August 29, 2003, the Company completed the acquisition of certain assets and the business model of Calyx & Corolla. This new business segment, also a wholly owned subsidiary of the Company, direct markets premium direct-from-the-grower flowers, plants and preserved floral items. Orders are received at the Company's contact center in Shelburne, Vermont via the Company's toll free number 1-800-800-7788 or via the website calyxandcorolla.com. After being processed, the orders are transmitted electronically directly to the grower where the floral item is arranged and packaged for shipment along with a "care card" for the specific item and a personalized greeting card from the sender. During the fiscal year ended June 30, 2005 the Company had arrangements with 17 growers most of which are located in Florida and California. Certain varieties of fresh cut flowers are flown in from farms in Ecuador, Columbia, Thailand and Holland to the growers' import warehouses in the U.S. Prepared shipping labels, also transmitted electronically, are applied to the colorful gift boxes that are shipped directly from the grower's warehouse to the receiver. A portion of the Calyx product line, including certain preserved items and floral containers are inventoried at the Company's distribution facility in Shelburne, Vermont and shipped directly to the receiver from that location. During the fiscal year ended June 30, 2005 the majority of packages were shipped via UPS using either overnight or two-day service. This delivery method substantially reduces the elapsed time between when fresh flowers are cut and when they are delivered to the recipient, as compared to traditional floral delivery. As a result, Calyx fresh products arrive fresher and last longer than floral products offered by traditional florist delivery services.

Calyx & Corolla revenues in the fiscal year ended June 30, 2005 were generated primarily via catalog as the Company mailed approximately 9,395,000 catalogs to both customers and prospects. Calyx traditionally mails two or three times for each of six seasons or holidays, including Summer, Fall, Holiday, Valentine's Day, Easter and Mother's Day. Each catalog ranges in size from 32 to 40 pages, and at June 30, 2005, the Company had approximately 860,000 names on its Calyx mailing list. A smaller percentage of revenues were generated by certain forms of online advertisements, including direct e-mails to existing online customers and certain affinity programs with major airlines and retailers. The affinity programs involve sending promotional inserts in credit card statements mailed by the affinity partners to their customers. During the year ended June 30, 2005, 65 percent of Calyx purchasers were women.

Retail Store Operations. The Company has two retail stores, both of which are located in Vermont. The Company's factory retail store in Shelburne, ten miles south of Burlington, actively promotes family tours of its teddy bear factory and the Make-a-Friend-For-Life program where customers can participate in creating their own bear. In June 2002, the Company opened a second retail store in Waterbury, Vermont. Both stores feature a variety of Vermont Teddy Bears, the Company's new line of imported teddy bears including the Make-A-Friend-For-Life products, and other teddy bear related items, including apparel, many of which feature the Company's logo. On occasion, the Company also conducts through its Shelburne factory store overstock or "seconds" sales that include items from its PajamaGram and Calyx inventory. Apart from these sales, the Company does not currently sell its PajamaGram, TastyGram or Calyx products through its retail store operations. It is possible, however, that the Company will sell certain products from its PajamaGram, TastyGram and Calyx segments through Retail Store Operations in the future.

Corporate/Wholesale. The Corporate/Wholesale segment includes sales of the Company's Vermont Teddy Bears to corporate customers most often as BearGram gifts for employees or clients. Additionally, this segment includes larger orders of teddy bear products designed by the Company, manufactured offshore under separate brand labels, and sold either at wholesale to other retailers or as premiums or incentives to businesses for their promotional campaigns. Each corporate and wholesale program is tailored to meet the needs of its customers and every teddy bear, whether imported or made domestically, carries the Company's lifetime guarantee. The Company maintains exclusive distribution of its BearGram products and does not sell currently its domestically produced Vermont Teddy Bears at wholesale to other retailers. Calyx & Corolla also maintains a program to sell its floral products to corporate customers for their gift giving needs and for client retention. The Company does not include these sales in the Corporate/Wholesale segment at this time as there was no accurate means of reporting these sales separately from its consumer catalog sales. In fiscal 2006, Calyx order entry will be fully integrated into the Company's enterprise-wide transaction processing system, and will be able to report Calyx corporate sales in this segment.

The Company sold a negligible amount of PajamaGram and TastyGram products through its Corporate/Wholesale segment during the year ended June 30, 2005. It may, however, sell increasing amounts of these products in this segment in the future.



Geographic Distribution

Virtually all of the Company's distribution is within the United States. The Company does not advertise in foreign markets although some domestic radio stations airing the Company's advertising are heard in Canada. The number of catalogs mailed to foreign addresses is not significant. Less than one percent of BearGram orders are placed from locations outside the United States and less than one percent of BearGram orders are shipped to foreign markets.

As the Company expands its radio, television and print advertising campaigns, its catalog circulation and its Internet marketing initiatives nationally for all of its business segments, it is increasingly diversifying its distribution in geographic markets within the United States. The following table shows the Company's largest markets, as a percentage of the top ten geographic markets, determined by grouping the customer (sender) zip codes for all Company orders within the relevant Metropolitan Survey Area (MSA) with those in surrounding suburban areas where referral information from the customer confirms the reach of a radio station based in that MSA. Previously, the Company only used customer referral information given for BearGram orders to link each BearGram order to an MSA based on the station's location to determine geographic distribution. The Company believes its new method is more inclusive of orders generated in its newer business segments and by its increasingly varied means of advertising. Information provided in the table below for prior years has been recalculated based on the new method. Beginning in fiscal year 2003, the Company included PajamaGram and TastyGram revenues, in addition to BearGram revenues, in this table. In the year ended June 30, 2004 Calyx revenues for ten months since the August 29, 2003 completion of the Calyx acquisition are also included.

Percentage of Gift Delivery Services revenues

(12 months ended June 30)



|Markets       | 2005 | 2004 | 2003 | 2002 | 2001
|------------- | ---- | ---- | ---- | ---- | ----
|New York City | 29%  | 24%  | 32%  | 34%  | 34% 
|Boston        | 14%  | 13%  | 19%  | 18%  | 17% 
|Chicago       | 10%  | 8%   | 10%  | 10%  | 10% 
|Los Angeles   | 10%  | 7%   | 6%   | 5%   | 6%  
|Philadelphia  | 9%   | 7%   | 9%   | 8%   | 8%  
|Washington DC | 8%   | 6%   | 5%   | 4%   | 4%  



Seasonal Distribution

Because the Company positions itself primarily in the gift market, its distribution is highly seasonal, with Valentine's Day, Mother's Day and Christmas, representing approximately 28 percent, 21 percent, and 16 percent of the Company's annual sales, respectively. With the addition of the PajamaGram, TastyGram and Calyx & Corolla business segments, each with a larger percentage of female customers than the BearGram service, the Company has been able in increase proportionately its sales at Christmas and Mother's Day. While the Valentine's Day selling season continues to expand, it now represents a smaller percentage of total annual sales than in years past.

Percentage of Gift Delivery Services orders

(12 months ended June 30)



|Occasions for Purchases | 2005  | 2004  | 2003  | 2002  | 2001 
|----------------------- | ----- | ----- | ----- | ----- | -----
|Valentine's Day         | 28.3% | 25.5% | 27.9% | 27.7% | 29.2%
|Mother's Day            | 21.0% | 18.9% | 17.0% | 15.8% | 14.4%
|Christmas               | 16.0% | 14.4% | 11.1% | 8.5%  | 8.2% 

For purposes of developing the above table, the Company considers the Valentine's Day selling season to include the period from February 1 to February 14 each year. The Company considers the Mother's Day season to be the two-week period ending the Saturday before Mother's Day and the Christmas season to be the period from December 1 through December 25. Previously the Company used occasions for purchasing specified by the customer when placing the order to determine the percentage of orders generated for each major holiday. However, the Calyx order entry system did not capture "occasions" as a data field. Therefore, the Company believes that allocating sales based on time periods associated with each holiday more reasonably represents overall seasonal activity. Throughout the remainder of the year, customers purchase the Company's gift products for a variety of special occasions and life events, including birthdays, get wells and new babies, and there is significantly less fluctuation in sales during the "off-peak" months.



Principal Products of the Company

From its inception, the Company has sought to design, manufacture and market the best teddy bears made in America. For many years the Company manufactured its bears exclusively in the United States. Beginning in its fiscal year 1998, the Company began importing certain new products manufactured in Asia under the "Friend for Life" trademark and label for the Retail and Corporate/Wholesale business segments. For the year ended June 30, 2005, total sales of imported Friend for Life teddy bears through the Retail and Corporate/Wholesale segments represented less than five percent of the Company's teddy bear related sales. The Company currently manufactures its Vermont Teddy Bear teddy bears at its factory headquarters in Shelburne, Vermont and in its Newport, Vermont factory that was opened on November 1, 1999. The Company sources the majority of its plush fabric and all of its polyester stuffing from domestic suppliers. A portion of its plush fabric and certain other materials are imported from China and other countries in Asia for its Vermont-based teddy bear manufacturing operations, in an effort to lower the Company's cost of goods sold and to broaden its available sources of supply. Previously, the Company had relied on a single domestic source of supply for plush fabric.

The Company produces several different sizes of its Vermont Teddy Bear brand bears, ranging from 11" to 36" tall, in seven standard colors. In addition, the Company produces certain limited edition bears that vary in size. Virtually all of the Company's Vermont Teddy Bear brand bears have moveable joints and faux-suede paw pads, which are features associated with traditional, high-quality teddy bears.

Approximately 188 different bear outfits are sold by the Company, including birthday, get well, new baby and other special occasion bears, occupation bears such as business bears and nurse bears, sports bears, and holiday specific bears for Sweetest Day, Halloween, Thanksgiving, Christmas, Chanukah, Valentine's Day, St. Patrick's Day, Easter and Mother's Day. Over ninety-nine percent of the teddy bear outfits were produced by the Company's overseas manufacturing contractors during the twelve months ended June 30, 2005. On occasion, the Company is able to leverage its internal sewing capabilities to produce outfits at the last minute to meet unanticipated demand. For the Valentine's Day selling season in February 2004, the Company's employees sewed approximately 2,500 teddy bear outfits using locally purchased fabrics to fill last minute orders in excess of its sales forecast.

In August 2004, the Company reintroduced its Custom Made Bear program formerly known as "One-of-a-Kind". Customers may request a quote from a Custom Made Bear Counselor for a bear designed and produced to their own specifications. Prices for this new product line start at $299. Previously the Company could not justify the cost of this program. However, the availability of images using search engines on the Internet and the ability to forward sketches to customers via e-mail justifying the suggested price combined with a greater assortment of outfits and accessories on hand will allow the Company to manage this program more profitably than in the past. The Company anticipates that the program will also result in increased sales of its standard BearGram products as customers realize that with the help of a Custom Made Bear Counselor on the phone they can customize to a great extent combining existing accessories and outfits. In addition, the Company expects to improve online conversion rates using information gathered through this effort to improve the merchandising of its standard products online and the functionality of its website.

In addition to its own manufactured teddy bear products, the Company sells items related to teddy bears, as well as merchandise from other manufacturers, featuring the logo of The Vermont Teddy Bear Company. These items are available primarily in the Company's retail stores. Some of the logo merchandise is also available on the Company's website.

The PajamaGram gift delivery service sells a variety of pajamas and related sleepwear and spa products. The assortment for the 2005 Mother's Day season included approximately 136 different styles of pajamas, gowns and robes, and approximately 88 related sleepwear and spa items sold as add-ons. Some of the styles have well-known brand labels such as Natori, Nick & Nora and Crabtree & Evelyn. The Company also purchases domestically at wholesale some of its styles private labeled with the PajamaGram mark. During the fiscal year ended June 30, 2004, the Company began to design and produce its own styles of pajamas and related sleepwear using manufacturing contractors overseas several of which were already producing teddy bear outfits. This offshore initiative allows the Company to diversify its PajamaGram product line with unique styles not available from other retailers and to lower its cost of goods sold in this business segment. The Company also imports from overseas virtually all of the keepsake hatboxes that the PajamaGrams gifts are packaged in. Looking ahead to fiscal 2006, approximately 89 percent of the 2005 Christmas/Holiday inventory of pajamas and related sleepwear consists of PajamaGram labeled product imported directly from overseas. Beginning in fiscal 2005, the Company began selling private labeled PajamaGram bath and body products and candles.

The TastyGram gift service sells a variety of food gift products, including candy, baked goods, savory meats, preserves, sauces and other prepared or packaged foods. Regional food specialties include NY Carnegie Deli Cheesecake, Maine lobster, and Gino's Chicago Deep Dish Pizza. All TastyGram food products are shipped fresh and direct from the kitchen, farm, bakery or packer. Many of its products can only be shipped via overnight or second-day services and are delivered in dry ice or other special packaging to maintain freshness. TastyGram also takes title to each product at the point when Federal Express picks up the packaged item at the supplier's location on the Company's account and will guarantee its customers 100% satisfaction.

Calyx & Corolla, the Company's newest business segment, sells and delivers premium direct-from-the-grower fresh cut flowers and plants and certain floral preserved items such as wreathes, garlands and centerpieces. For the 2005 Mother's Day selling season, the Company offered a selection of floral gifts, including approximately 115 different bouquets, 42 plants and 30 preserved items. Calyx fresh cut flowers are arranged by the growers into unique, lavish bouquets according to "recipes" developed by Calyx employed floral designers. The Company strives to enhance the uniqueness of its arrangements by providing higher stem counts, by including varieties of flowers that are less commonly available such as cut orchids and tropicals, and by minimizing the use of filler stems. Bouquets sold primarily as gifts for life events, holidays and special occasions are sold separately or with a vase or vessel for containing the flowers. The customer may choose between the less expensive classic glass vase available with most bouquets, or the "as shown" vessel depicted with the bouquet in the catalog. The vessels are often hand painted ceramic, hand blown glass or exclusive artisan designs and therefore, considerably more expensive. In addition to mixed bouquets, Calyx also sells a series of floral continuity programs offered in three, six and twelve month installments. These include the Company's popular "Year of Flowers," "Year of Orchids" and "Year of Lilies" programs among others. These continuity programs are offered all year but are sold primarily for the Christmas Holiday season with a significant number of programs also sold as gifts for Mother's Day. Calyx also offers a variety of plants, including a variety of more exotic species such as orchids and oriental lilies. For many plant selections, customers again can choose between a lower priced basket or a more decorative "cachepot" as shown in the catalog. A variety of floral preserved items, including wreaths, garlands and centerpieces are also included in the assortment with emphasis given to dried, freeze dried and preserved natural materials with minimal "faux" accoutrements other than ribbons. Each floral gift is packaged with a "care card" including care instructions specific to the arrangement, flower food and a personalized greeting card from the sender in a colorful gift box that may include an "ice pillow" or other temperature adjusting element to preserve freshness.



The Company's Business Development Strategy

The Company's objective is to become the premier high-end gift business in the country, providing its gift buying customers a variety of unique, high quality, personalized gift products with unparalleled customer service. The Company seeks to develop its business as a family of recognizable brands each representing a distinctive gift product category. With comparatively high price points and correspondingly significant gross margins, the Company continuously invests in brand awareness in the marketplace, spending material amounts of its operating funds on a variety of offline and online advertising initiatives.

Brand Strategy

As the Company developed its BearGram business, selling customized and personalized teddy bears for adult to adult gift giving, it became increasingly aware that it was not selling just a teddy bear or a toy. The BearGram was a last minute gift solution for special occasions and life events and a means of personal communication. The Company also recognized the difficulty of competing profitably with its more expensive Vermont made teddy bears in the traditional plush market given the proliferation of inexpensive brand name teddy bears manufactured in Asia. The value-add of customized Vermont Teddy Bears, packaged with a free candy treat and personalized card in a colorful gift box, and ordered conveniently via a toll free number or online for overnight delivery, enabled the Company to compete in the gift market against the higher price point of delivered flowers.

As the Company began to clarify its identity as a gift delivery service as opposed to a toy manufacturer, customer service increasingly became the focus of the Company's efforts to differentiate its brand. Focusing on customer service, including last minute gift delivery and personalization, the Company expanded its contact center, invested in the technology infrastructure to support online orders and built a new distribution facility with state of the art fulfillment, personalization and shipping capability. Orders, including personalization in the form of artwork or embroidery, eventually could be taken as late as 5 p.m. for delivery the next day. On the day prior to certain key holidays, the Company set up its own remote fulfillment operation near the carrier distribution hub to receive and process orders until midnight for next day delivery. The Company measured success of its efforts to provide excellent customer service through market research. The research revealed that "trustworthy" and "reliable" were the top two attributes customers associated with the "Vermont Teddy Bear" brand. Yahoo has consistently ranked Vermont Teddy Bear as a Five-Star Merchant, and Biz Rate has for several years awarded the Vermont Teddy Bear Company its Platinum Circle of Excellence Award.

In order to leverage its developing expertise in direct marketing in the gift industry, expand revenue potential and leverage its investment in customer service infrastructure, the Company decided in 2000 to expand its product offerings in the gift business. Market research, however, indicated to the Company that its "Vermont Teddy Bear" brand was not extendable and customers would not give "permission" for it to sell much of anything other than teddy bears made in Vermont. After conducting further market research, the Company decided to introduce SendAMERICA (later re-launched as TastyGram) and the PajamaGram gift service as separate brands with separate websites and toll free numbers, and separate distribution and advertising campaigns in order to more effectively target specific customers for each new product line. By referring to these developing organic ventures as "sister companies" of The Vermont Teddy Bear Company, the Company intends to impart on each new brand the credibility of The Vermont Teddy Bear Company as an established company in the gift delivery business. Using this brand endorsement strategy, the Company also hopes to minimize confusion when the Company, with the name Vermont Teddy Bear Company, sells gift products unrelated to teddy bears. Calyx & Corolla, as an acquisition, fit nicely into the Company's evolving brand strategy because of its narrow product focus in the floral gift business. Its brand, supported by the tag line "the flower lovers' flower company", was a "pure-play" flower brand and had not been diluted by other product offerings.

Each of the "Gift Delivery Services" segments, BearGram, PajamaGram, TastyGram and Calyx & Corolla has its own website storefront with its own branded graphical identity to reinforce the appeal of its product line to its target customer. The PajamaGram, TastyGram and Calyx sites are all more tailored to women as in all cases it is primarily targeting female gift buyers. The websites of all four brands are prominently linked together through the side bar and web traffic is received through these links to all the sites. The Company plans to dedicate each radio, television and print advertisement produced to one gift service but will continue to support the PajamaGram and TastyGram services in existing BearGram markets with a mention that each is a "sister company of The Vermont Teddy Bear Company." The Company also plans to continue mailing separate catalogs for each gift delivery service. Recently the Company has begun to test catalog mailings for the BearGram, PajamaGram and Calyx segments to the customer lists of its other brands. Based on initial success with this effort in all segments, the Company intends to expand this cross-promotional effort during the current fiscal year 2006.

The Company intends to pursue the development of additional gift product categories under stand-alone brands both organically and through acquisitions. The Company is more likely to develop organic ventures such as PajamaGrams in categories where the Company has developed sourcing and operating expertise. Those categories like flowers that the Company lacks internal resources to develop are the most likely categories in which it will seek acquisitions. In addition, the Company will focus on new product line introductions within each product category such as men's pajamas and spa products for the PajamaGram segment and the new Custom Made Bear program for the BearGram segment.

Multi-Channel Marketing

The Company developed the BearGram segment using predominantly direct response radio for marketing and distribution in combination with a toll free number 1-800-829-BEAR and subsequently its website vermontteddybear.com. Most of the radio advertisements are read "live" by local radio personalities in major metropolitan areas. During the year ended June 30, 2005, the Company used local radio stations in 115 MSAs across the country to advertise its BearGram and PajamaGram services. Many of the stations and personalities air advertisements for both segments. Depending on performance and the station's target demographics some may advertise one segment or the other. The Company from the inception of the BearGram concept has developed its own media buying strategies as opposed to using an agency. The Company applies a highly analytical methodology to capture and analyze "referral" information provided by the customer for each radio station. The Company believes that its analysis of station performance over the years coupled with its own internal buying strategies has enabled it to profitably grow its radio distribution channel from a regional to a national marketplace. Today, the Company continues to govern its spending on each station for its BearGram and PajamaGram segments based on that station's performance measured in terms of revenue returned per advertising dollar spent.

Consolidation of stations within the radio industry over the past several years has lead to higher ad prices and reduced the amount of local programming on many stations. Therefore, the Company has shifted its strategy to include more syndicated networks while reducing spending on local radio stations. With this strategy, the Company seeks to reduce its costs to reach its target audience and extend its reach beyond the larger metropolitan areas as syndicated programs are carried on many much smaller stations around the country.

The Company intends to explore other ways to expand its radio advertising campaigns by continuing to test new personalities and new formats on local radio stations using its traditional model of live reads, as well as produced spots to be aired on stations that do not accommodate live reads. The Company will also seek out new syndicated programs, including programs on satellite radio, to carry its advertisements where it can negotiate good rates and reasonable minimum commitments. The Company does not currently advertise either the TastyGram gift category or Calyx & Corolla on the radio but will consider radio advertising for its other gift brands in the future.

In the early 1990s the Company produced several television commercials that were aired on a small scale on cable networks. These TV initiatives were not considered successful at the time. During the year ended June 30 2003, the Company again tested a small-scale television ad campaign for the BearGram segment at Valentine's Day and for both the BearGram and PajamaGram segments at Mother's Day. Encouraged by the results of these campaigns, the Company in fiscal 2004 engaged a Los Angeles agency to produce commercials and increased its spending on cable networks for both the BearGram and PajamaGram segments. The Company intends to continue expanding television as a means of direct response marketing and distribution for the BearGram and PajamaGram segments at the holidays. In the future, the Company may also test TV for its other gift brands.

Since the early years of its radio initiatives, the Company has periodically tested direct response print advertisements in a variety of magazines and newspapers. These early efforts were deemed only marginally successful. More recently, as the Company's brands have gained greater awareness in markets nationally and as it embraced the "art" of multi-channel marketing, the Company has again begun to test a variety of print advertising opportunities for all of its gift segments. Based on the results during the fiscal year 2005, the Company intends to continue developing this advertising medium for all of its segments.

Since 1992, the Company has mailed a small BearGram catalog primarily to customers in order to generate repeat business. BearGram catalogs have been mailed in general three times a year at the Christmas/Holiday, Valentine's Day and Mother's Day selling seasons. Recently, the Company has circulated larger catalogs in an effort to promote its expanded line of BearGram products. Beginning in fiscal year 2002, the Company circulated a 32 page Fall/Holiday BearGram catalog, up from the 24 page catalogs circulated at this holiday in prior years. Also beginning in fiscal year 2002, the Company circulated 24 page Valentine's Day and Mother's Day BearGram catalogs, up from the 16 page catalogs in prior years. By mailing larger catalogs to an increased number of BearGram customers, the Company increased the number of circulated pages to more than 76.5 million in the fiscal year ended June 30, 2005, up from 31.8 million in fiscal year ended June 30, 2001. The 2004 Fall/Holiday BearGram catalog was expanded to 48 pages to incorporate new products added to the BearGram line and the Custom Made Bear program as the Company reinvested cost savings from co-mailing opportunities with other catalogs including those circulated for its other business segments. The Valentine's Day and Mother's Day BearGram catalogs were also expanded to 48 pages in fiscal year 2005.

The Company tested small PajamaGram catalogs for Mother's Day and the Christmas/Holiday season during the fiscal year ended June 30, 2003. Since then, the Company has expanded the PajamaGram catalog circulation to its growing house file of PajamaGram customers and receivers and to prospects using lists of other mail order companies whose customers have comparable demographic characteristics and purchasing behaviors. For the 2005 Fall/Holiday Season, the Company will mail a 48-page catalog to approximately 4,000,000 names including both its customer list and prospects. The Company believes that it has significant opportunity to grow the PajamaGram segment through catalog in addition to direct response radio distribution.

The primary means of distribution for the Calyx & Corolla business segment is catalog. In the year ended June 30, 2003, prior to the Company's acquisition of the net assets and the business of Calyx & Corolla, the prior owner mailed approximately 6,309,000 catalogs. Circulation in that year was materially reduced as the prior owners of Calyx struggled to generate sufficient cash to meet obligations. Since its acquisition of Calyx in August 2003, the Company has sought to increase the circulation of the Calyx catalog again, primarily by including more prospective customers in each mailing. During the year ended June 30, 2005, approximately 9,395,000 Calyx catalogs were mailed. The Company will continue to rebuild circulation using proven customer lists of other catalog companies, and by testing new lists for future mailings. The Company also plans to mail deeper into its house file and mail existing customers frequently. During the year ended June 30, 2005, the Company began to test print as a medium in which to advertise the Calyx brand. The Company will continue to test other means of distribution and advertising for the Calyx segment in the future, including radio and television.

The Company began taking orders on its website vermontteddybear.com in March of 1997 recognizing that the website provided visual support to the Company's radio advertising campaign across the country and a convenient way for customers to place orders. Since 1997, the percentage of orders received at vermontteddybear.com has trended upward reaching 70 percent of total orders in June 2005. The percentage of orders received online in June 2005 at pajamagram.com and tastygram.com were80 percent and 95 percent,respectively. Since acquiring Calyx & Corolla in August 2003, the percentage of orders received online in this segment has increased from 46 percent to 48 percent in June 2005.

In May 2000, the Company launched a new online PreFUR'd Member program to stimulate loyalty among its existing BearGram customers, increase repeat purchases and average down its advertising costs. The PreFUR'd Member program offers customers special promotions, previews of new teddy bears and a newsletter via e-mail. In June 2000, the Company had approximately 188,000 PreFUR'd Members. By June 2005, the number of PreFUR'd Members was approximately 620,000. The Company will seek to expand this program as new Members are added either by placing BearGram orders online or by opting in to the program over the phone, via e-mail, or in our retail stores.

The Company is also developing loyalty marketing programs similar to the PreFUR'd Member program for each sister company. PajamaGram's VIPj program currently has approximately 212,000 members and TastyGram's e-mail program has 45,000 members as of June 30, 2005. Calyx & Corolla also has a direct e-mail program and a monthly newsletter called "Fresh Cuts" to remind customers monthly of occasions and buying opportunities. Calyx had an e-mail list of approximately 117,000 names at June 30, 2005. Customers of each gift service periodically receive e-mails from the other sister companies cross-promoting their alternative gift products.

In February 2001, the Company also initiated an online affiliate-marketing program for its BearGram gift delivery service. The Company has worked with affiliate partners, including opt-in list aggregators, news and entertainment websites, existing radio stations and charities to advertise to new prospects via e-mail, and paid these partners a percentage of sales generated. Recently the Company scaled back the number of mass e-mails sent out to aggregated "opt-in" lists and has focused on search engine optimization to maximize the Company's exposure on the sites of its search engine affiliates. The Company has also been successful in acquiring certain keywords and phrases used on these Internet search sites and pays these partners on a "cost per click" basis. The Company has developed affiliate-marketing programs for PajamaGram and Calyx during fiscal 2004 and fiscal 2005 respectively. Affiliate websites are pre-qualified based on criteria established by the Company and signed up and monitored by a third party service provider. Under this system, the Company pays its partners a percentage of revenues generated through links from their websites.

In May of 2001, the Company completed expansion of its retail store from 3,000 square feet to 5,000 square feet. The factory tour drew over 83,000 visitors in the year ended June 30, 2005, and has drawn more than 1.2 million tour visitors since moving to its new location in July 1995. In June of 2002, the Company also opened a 2,000 square foot retail store on Route 100 in Waterbury, Vermont. This retail location is part of small retail complex with five other retail outlets located approximately 1.5 miles from the Ben and Jerry's factory tour location, which is believed to be the most visited factory tour attraction in Vermont. In an effort to make a visit to both stores more entertaining and draw additional traffic, the Company has implemented the Make-A-Friend-For-Life bear assembly area at both locations, where visitors can participate in the creation of their own teddy bear. Customers made over 32,000 Make-A-Friend-For-Life bears during fiscal 2005.

During its fiscal year 1998, the Company began pro-actively developing opportunities in the corporate affinity market and certain wholesale markets as a business segment. Teddy bears sold to corporations as promotional products or corporate gifts to employees or customers comprise both Vermont Teddy Bears and a variety of custom-designed teddy bears imported from offshore. Wholesale programs include only teddy bears made offshore. The Company does not sell its Vermont Teddy Bear teddy bears to other retailers. The Company has partnered with several factoriesin Asia that meet the Company's stringent quality and fair labor standards. During the year ended June 30, 2002, the Company consolidated all of its imported teddy bears under a new brand label "Friend for Life" to further differentiate this product line from the authentic Vermont Teddy Bear. Previously, imported teddy bears were identified with a co-branded label and a tagline "vtbc design! An import division of The Vermont Teddy Bear Company."

In summary, the Company is developing new product categories under multiple brands and marketing these brands through a variety of advertising and distribution channels. In an effort to maximize the return on its advertising dollars spent, the Company seeks to emphasize those of its brands that are best suited to a particular selling season and focus on the advertising mediums that work best in each segment.

Manufacturing

Convinced that its identity as an American manufacturer of teddy bears is a key element of its brand positioning for its Vermont Teddy Bear brand, the Company remains committed to preserving and growing its Vermont based manufacturing operations to make the classic Vermont Teddy Bear for the BearGram gift delivery service. In addition to the Shelburne, Vermont manufacturing facility, on November 1, 1999, the Company opened a manufacturing facility in Newport, Vermont, which on June 30, 2005 employed 62 people in all aspects of teddy bear manufacturing. During the year ended June 30, 2005, approximately eighty percent of finished teddy bears were produced in Newport.

At the Newport and Shelburne facilities, fabric is cut and employees then sew parts for all teddy bears, including arms, legs, bodies and heads. The Company previously produced some of the bears using home-workers and domestic subcontractors for a portion of its manufacturing operations, but beginning with the fiscal year ended June 30, 2004, all of its Vermont Teddy Bear brand teddy bears were manufactured entirely by the Company's employees. Once individual parts are sewn, they are mechanically stuffed. The bears are assembled by attaching the stuffed parts to the bears with plastic joints, mechanically stuffing the bodies, and hand-stitching the backs. Each bear is finally outfitted and accessorized in the Shelburne distribution facility by the Company's Bear Dressers to meet customer requests.

Beginning in February 2004, the Company began to adopt a lean manufacturing technique referred to as "modular manufacturing" where teams of employees rotate within modules performing all of the tasks required to produce a teddy bear from cut fabric to finished bear. The objectives for implementing this new manufacturing process include improving the working conditions for employees and reducing repetitive motion injuries as employees rotate between tasks. The Company also seeks to improve quality, reduce its work in process inventory and reduce the unit cost of producing a finished teddy bear.



Sources and Availability of Materials for Domestic Manufacturing

Raw materials for the Company's bears as well as outfits and accessories for the bears are obtained from suppliers, both domestic and offshore. The majority of its raw materials, including plush fabric and polyester stuffing are purchased from a few domestic suppliers. The Company believes, however, that alternate sources of supply are available at competitive prices, should conditions warrant. Seeking to further reduce costs and improve quality, the Company is currently working with several overseas suppliers to develop plush fabrics that are suited to its manufacturing processes. Fabrics available in Asia on the open market are not suited to the Company's manufacturing processes that are substantially different than processes used in offshore factories to manufacture teddy bears.

Offshore Sources of Manufactured Goods

The Company began to import certain teddy bear outfits from foreign sources beginning in its fiscal year 1997 in order to lower its cost of goods. Today, virtually all of the Company's teddy bear outfits and accessories are imported from countries in Asia. Shortly after the introduction of foreign sourced outfits, the Company began to import certain new teddy bear designs for sale through its Retail Store Operations and its Corporate/Wholesale segments. The Company differentiates imported teddy bears, including the unstuffed "skins" used in the stores' Make-a-Friend-for-Life program from its Vermont-made bears to preserve the Company's Vermont Teddy Bear brand identity. It clearly labels imported products so as not to deceive or confuse customers. In addition, separate areas within the retail stores are designated for imported teddy bear products with supporting signage to minimization confusion. During the year ended June 30, 2002, the Company consolidated all of its imported teddy bears under a new brand label "Friend for Life" to further differentiate this product from the authentic Vermont Teddy Bear. Previously, imported teddy bears were identified with a co-branded label and a tagline "vtbc design! An import division of The Vermont Teddy Bear Company."

For the launch of the PajamaGram concept, the Company purchased all of its goods domestically from wholesalers or domestic manufacturers of brand-name pajamas. As the Company developed experience with its merchandise assortment and more confidence in its product forecasts, it began to develop its own designs and during the fiscal year 2004 began to import certain styles from Asia manufactured by its suppliers under the PajamaGram label. The purpose of developing its own merchandise was to lower its cost of goods in the PajamaGram segment and to create exclusive fabrics and styles that can not be found in other retail stores. Several of the Company's established partners that had been manufacturing teddy bear outfits became pajama suppliers as well. The Company is continuously exploring new sources of manufacturing for its PajamaGram merchandise, including slippers and add-on accessories such as candles and spa products and seeks to further diversify its sources of supply and reduce reliance on any one geographic area. For the 2005 Christmas/Holiday selling season, approximately 89 percent of PajamaGram merchandise will be imported private label product.

All floral merchandise for the Calyx & Corolla segment is purchased domestically from the growers, although certain varieties of fresh flowers are flown in from foreign farms, primarily in Ecuador, Columbia and Holland. The fresh cut flowers, plants and preserved items are purchased directly from the growers. Vases, vessels and other containers are currently purchased from domestic wholesalers while many of these items are manufactured overseas. The Company is exploring offshore sources for these items and will begin importing certain Calyx labeled containers directly from offshore suppliers during fiscal 2006. Again, the purpose in pursuing this strategy is to lower the cost of goods and to develop unique designs that are exclusive to the Calyx brand.

The Company does not currently manufacture any of its TastyGram products. The Company believes that virtually all of the food items its sells in the TastyGram segment are produced domestically. All TastyGram merchandise is purchased and shipped directly from suppliers within the United States.

The move offshore represents a significant departure from the Company's historical position as an American manufacturer using almost exclusively American materials. The Company's strategic repositioning involves a commitment to ensuring that our partners adhere to stringent quality standards and provide decent, lawful working environments for their employees. The Company obtains a written statement to that effect from each offshore vendor. Company management has visited the factories of its established partners in China and will continue to visit its offshore partners periodically. The purpose of these visits is to develop relationships and communication channels with offshore partners, inspect their facilities and to perform quality control inspections prior to certain shipments.

Working Capital Items

The Company in recent years has had cash flow throughout the year sufficient to support "continuous" manufacturing, producing a relatively consistent number of teddy bears each month of the year. Teddy bear outfits and accessories and pajamas, along with other manufactured goods imported from overseas are generally ordered on a seasonal basis in advance of the selling period in order to allow sufficient time for quality inspection and pre-packaging of certain gift products. Certain holiday specific teddy bears that do not include personalization are pre-dressed and pre-boxed to reduce the amount of work that needs to be done during the high volume weeks prior to the holidays. As a result of its manufacturing and import operations, the Company builds substantial inventories in advance of the selling season. The Company, however, believes that it has developed reasonably accurate means of forecasting its sales throughout the year and aggressively manages its inventories to ensure that the exposure to excess inventory is minimized. Teddy bear inventory and PajamaGram inventory have extended shelf life and are not subject to the same degree of obsolescence risk as technology or high fashion apparel inventories.

All imported goods are paid for in US dollars according to terms established by the Company. The Company does not use letters of credit, nor does it maintain a bonded warehouse and typically pays a cash deposit to the supplier on acceptance of the order, a subsequent payment when the goods have shipped and a final payment on terms after the goods are delivered and inspected.

The Company currently maintains minimal perishable inventory in its Calyx segment. Fresh cut flowers and plants are purchased directly from the grower to fill orders after the orders are received by the Company. The Company actually takes title to the goods after the goods are packaged and prepared for shipment. The only floral items purchased by the Company prior to the customer's order commitment are certain preserved items such as dried wreathes and decorative centerpieces that have extended shelf lives of several months or more. The Company does maintain quantities of vases, vessels and other containers as well as packaging materials and supplies at its Shelburne warehouse and at certain grower locations.

TastyGram product is managed in a fashion similar to Calyx. Virtually all the goods sold are purchased after the customer orders are received and at the time the order is drop shipped by the supplier to the customer. The Company maintains no inventories at any location for this segment.

The Company has only small amounts of accounts receivable as the majority of gift orders placed with the Company by consumers are paid for by credit card or some other form of immediate payment. Only orders received in the Company's Corporate/Wholesale segment and certain Calyx corporate orders are on account. Credit cards are authorized at the time orders are placed and processed when the orders ship. The Company does not maintain a conventional back-order system. The majority of its sales are to customers seeking a gift for holidays and special occasions. If customers do not find the gift item they originally intended to send, Gift Counselors help them choose an alternative item.

Virtually all orders in the BearGram, PajamaGram and TastyGram segments are shipped on the day the order is placed, or if the order is placed on Saturday or Sunday they are shipped on the following Monday. In the Calyx segment, the Company records the cash receipts with corresponding deferred revenue on its balance sheet for the continuity program ("Year of") orders that are taken throughout the year. During the year ended June 30, 2005, the Company received approximately 9,800 program orders predominantly at the Christmas/Holiday season and at Mother's Day. In the case of these programs orders, the customer's credit card is processed for the full amount of the order, including the three, six or twelve months of shipments depending on the program, on the day the first shipment ships. Additional revenue is recognized for subsequent shipments as they ship, reducing the deferred revenue.

The Company maintains reserves for returns and allowances as a percentage of net revenues in each month based on either historical experience in each segment or known returns and allowances. The Company believes that returns and allowances in its non-perishable segments, the BearGram and PajamaGram segments are low in part because these products are sent as gifts. The Company's returns and allowances are higher in the Calyx segment particularly during months of extreme ambient temperatures. The higher rate in this segment is primarily attributed to the perishable nature of the products and the time packages spend in transit. To reduce allowances granted to Calyx customers for unsatisfactory deliveries, the Company has tested alternative packaging materials and increasingly focused on floral merchandise that is more resilient to fluctuations in temperature. This packaging testing has also allowed the Company to ship the more hardy varieties using a two-day service. Cost savings derived from the utilization of the two-day service partially offset the cost of packaging and the increasing cost of parcel shipping. During the fiscal year 2005, the Company also upgraded shipments of more sensitive varieties to overnight delivery service to reduce the time in transit.

Sales Operations

The Company now receives approximately 58 percent of total orders for all business segments from customers online. The balance of the orders is received by telephone. The Company maintains its website applications in several different hosting environments. Yahoo Store because of its bandwidth and database capacity is used for both the BearGram and the PajamaGram consumer sites to accommodate traffic during the holiday selling seasons. The Company has developed its own applications for certain websites and functionality to supplement the Yahoo sites that are hosted at a location near the Company's Shelburne headquarters with redundant connectivity and maintained by Company employees.

All of the content and most of the functionality for the Company's multiple websites is developed and maintained by Company employees. On occasion, the Company does contract out more complex application development for its sites. Online orders are downloaded from each website into a queue in the Company's transaction processing system where each order is reviewed by an agent to ensure accuracy of information provided by the customer. The Company believes that review of online orders on receipt reduces the number of errors that result in customer returns in allowances and improves customer satisfaction.

During most of the year the Company answers all telephone calls at its call center in Shelburne, Vermont. Agents known as Gift Counselors are cross-trained to receive BearGram, PajamaGram and TastyGram orders and are allocated calls for all three segments in real time. The "shared" agent approach to answering calls for these three segments has allowed the Company to improve efficiencies in its contact center and handle the increasing call volume with fewer agents. Calyx orders were taken into a separate order entry system. Therefore, the Company maintained a staff of dedicated agents for the Calyx system in its contact center. During the last three months of fiscal 2005, the Company began the process of incorporating Calyx orders into the same enterprise-wide transaction processing system as the BearGram, PajamaGram and TastyGram segments. The Company has transitioned these dedicated agents to shared agents and all agents in the contact center can answer calls for all segments.

When call volume increases significantly at the holiday periods, the Company contracts with third party call center service providers in various locations around the country and calls are distributed to the Company's internal call center and to the call center facilities of its partners by the Company's long distance carrier. Agents in these outsource locations enter orders directly into the Company's transaction processing system or into an order entry website developed by the Company to receive agent orders via the Internet. The latter approach is increasingly used by the Company to eliminate the need for costly wide area networks (WANs) between the outsource locations and its host servers in Shelburne. To ensure quality customer service by agents of third party call center service providers, the Company sends its contact center management to the outsource locations to train the agents and manage the holiday programs.

Fulfillment Operations

All BearGram and PajamaGram orders are processed, fulfilled and shipped from the Company's Shelburne warehouse. Calyx and TastyGram orders are processed in Shelburne but drop shipped from each supplier's location. A portion of Calyx merchandise including certain vases and preserved items are shipped out of the Company's Shelburne facility.

Most BearGram orders during the non-holiday periods are "dressed" to order to accommodate the substantial number of orders that receive personalization in the form of artwork or embroidery. During the year ended June 30, 2005, approximately 39 percent of all Bear Gram orders received some form of personalization. The Company believes that its ability to personalize it BearGram products on the day the order is placed for guaranteed next day delivery is a key differentiating feature of its BearGram business. For the 2004 Christmas/Holiday season, the Company began to offer an embroidered gift tag for the BearGram, and also for the PajamaGram hatbox as it introduces personalization options in the PajamaGram segment. The Company seeks to expand its personalization capabilities in both the BearGram and PajamaGram segments and intends to offer personalization on certain products in its Calyx and TastyGram segments in the future.

At Valentine's Day, the Company governs the number of personalized orders by offering its holiday specific products without options for embroidery or artwork. These orders are pre-dressed and pre-packaged in advance to allow a greater volume of orders to be processed and shipped in the days immediately prior to the Company's biggest holiday.

Calyx orders are transmitted to growers electronically where they printed out and processed for shipment. The Company's growers maintain core operations to arrange and package floral items year round and supplement these operations with seasonal employees during the holiday selling seasons. During the weeks prior to the major holidays, the Company sends its own personnel to monitor the production programs at the location of its largest volume growers.

Orders for all segments are printed onto an "integrated pick-ticket" form including the personalized greeting card, care card (if applicable), picking information and a shipping label. This form, developed in recent years by the Company, replaced collating forms and labels from several printers and minimizes the opportunity to mix up orders as they are prepared for shipment. For Calyx and TastyGram orders, the package shipping labels printed at the growers' locations are completed carrier specific labels including all the routing and tracking number information required by each carrier to deliver the package from its point of origin. Currently, the Company uses United Parcel Service (UPS) to deliver packages for Calyx orders and uses FedEx to deliver packages for TastyGram orders. For its BearGram and PajamaGram packages that ship exclusively out of Shelburne, the Company uses multiple carriers including UPS, FedEx, DHL, and the United States Postal Service (USPS). USPS is used almost exclusively to deliver packages to Alaska, Hawaii, Puerto Rico and post office box addresses. In the case of BearGram and PajamaGram orders, the "shipping" label is only a barcode label applied to the box prior to the package entering into the shipping system. In motion, the packages are weighed and the shipping system, using the barcode label looks up destination and service level (ground, two-day or overnight) information in the order. This information is used within the shipping system to determine the lowest cost carrier for each package. The Company believes that its shipping system with the ability to generate labels for multiple carriers based on the lowest cost alternative enables it to minimize its freight paid on deliveries on a daily basis and more aggressively negotiate discounts with its carriers. The system also provides increased flexibility to manage high volume as the Company can divert packages momentarily to alternative carriers with capacity during the peak selling seasons.

Again, the volume of daily orders is significantly greater during the Valentine's Day and Mother's Day seasons, peaking in the week leading up the each holiday. To maximize the number of packages economically delivered on the holiday date requested by the customer, the Company processes non-perishable orders received in advance of the requested date and "future ships" these packages into the distribution system of the common carriers. In recent years, the larger common carriers such as UPS and Federal Express have developed techniques to retain these packages within their systems for delivery on the date specified.



Competitive Business Conditions

The Company's BearGram delivery service competes with a number of sellers of flowers, balloons, candy, cakes, and other gift items, which can be ordered by telephone or online for special occasions and delivered by express service in a manner similar to BearGram gifts, including but not limited to FTD and 1-800-Flowers. The Company positions its BearGram gifts as a creative alternative to these products and competes in this gift delivery industry by providing last minute shoppers with convenient customer service, options to personalize their gift with embroidery or artwork and a greeting card, and reliable expedited delivery options. The Company also competes to a lesser degree with a number of companies that sell teddy bears in the United States, including but not limited to Steiff of Germany, Dakin, North American Bear, Gund and Build-A-Bear Workshop. The Company also competes with businesses that market and sell teddy bears and other stuffed animals in a manner similar to BearGrams, including "Pooh-Grams" marketed by certain subsidiaries of Disney Enterprises, Inc.

Many small companies have developed websites that allow customers to order bears and have them delivered in a manner similar to BearGram gifts. The Company vigorously defends trademark infringement when it appears on these websites, and continues to police the Internet for such infringement. However, the Company anticipates that there will continue to be other companies that compete directly with the Company's BearGram gift business, including those with greater financial resources than the Company.

With its PajamaGram gift delivery service the Company competes against virtually all apparel retailers selling pajamas and related sleepwear and spa products, including Lands End, L.L. Bean, GAP and Victoria's Secret, that can deliver their products via express service. The Company competes by providing its customers convenient service and reliable expedited delivery options. The Company also competes by providing its customer a "complete" gift with the added value of a free personalized greeting card and a free add-on such as lavender tub tea, packaged in a decorative box and delivered in a colorful shipping container.

With its TastyGram service, the Company competes with other specialty retailers that sell food items and deliver them via express service, including Harry and David, Omaha Steaks and Hickory Farms. Again, the Company competes by providing convenient customer service and offering a gift presentation of the item with a free personalized card in a colorful gift box.

With the Calyx & Corolla business segment the Company competes with other direct-from-the-grower floral retailers such as 1-800-Flowers, FTD and ProFlowers. The Company also competes with local retail florists throughout the country and "wire services" companies such as TeleFlora, 1-800-Flowers and FTD that distribute orders to delivering florists. The Company competes by providing high-end designs for its bouquets, fresh cut varieties less commonly available and exclusive containers for bouquets and plants. The Company also competes by providing convenient service that includes support to receivers in caring for their flowers and plants.

The Company also competes with other "brick and mortar" retailers by marketing each of its gift delivery services through direct response radio as a unique gift alternative that can be conveniently ordered by a busy person at the last minute for expedited delivery. The Company's factory retail store competes with a wide variety of other retail destinations and tourist attractions and venues in Vermont and surrounding areas.

Patents, Trademarks, and Licenses

The Company regards its trademarks and service marks and other intellectual property as critical to its success. The Company's name and its various logos, are in combination registered trademarks and service marks in the United States. In addition, the Company also owns the registered trademarks in the United States for "The Vermont Teddy Bear Company," "Vermont Teddy Bear," "Make-A-Friend-For-Life," "Teddy Grams," "BearAnimal," "The All-American Teddy Bear," "Huffin' Puffin'," "Coffee Cub," and "Friend for Life". The Company also owns the registered service marks "Bear-Gram", "Bear Counselor," "Vermont Bear-Gram," "Teddy Bear-Gram," "Bears Say it Best," "Bears to Business," "Love is in the Bear," "The Creative Alternative to Flowers," "Ted Ex," "Teddy Express," "Nothing says you care like a Bear," "Show You Care, Send a Bear," "PreFUR'd Member," "SendAMERICA," "SendVERMONT," and "Send(all 49 other states)", "TastyGram," "PajamaGram," "Calyx and Corolla," and "The Flower Lover's Flower Company". The Company also has applications pending to register "Say it with a Bear," "BabyGram," "LoveGram," "Big Hero Little Hero," "Little Hero," "Crazy For You," "Gift Bag Boutique". The Company also owns the registered trademark "Vermont Teddy Bear" in Japan and "Bear-Gram" and "Teddy Bear-Gram" in Great Britain.

The Company also claims copyright, service mark or trademark protection for its teddy bear designs, its marketing slogans, and its advertising copy, website pages and promotional literature.

The Company vigorously defends trademark and service mark infringement and monitors the Internet and other advertising channels for such infringement. However, third parties have in the past infringed or misappropriated the Company's intellectual property, and the Company anticipates infringements and misappropriations will occur in the future. There can be no assurance that the Company will be able to enforce its rights and enjoin infringers from use of confusingly similar marks, telephone numbers or website domain names.

Third parties may also assert infringement claims against the Company. While the Company currently is not aware of any material infringement claims against it, the Company can not be certain that such claims will not be made against it in the future.

Legal proceedings related to matters of intellectual property can be costly and time consuming and therefore may, if material, have an adverse effect on the Company's business and results of operations.



Employees

As of June 30, 2005, the Company employed 352 individuals, of whom 150 were employed in production-related functions, 171 were employed in sales and marketing positions, and 31 were employed in general and administrative positions. As of June 30, 2005, 249 of the Company's employees were full time. The Company substantially increases its workforce with temporary employees to service increased customer demand and shipments at the Christmas/Holiday, Valentine's Day and Mother's Day periods. In addition, the Company has developed a flexible workforce with cross-trained employees who can supplement core staff in departments as needed. The Company's manufacturing employees, including those in the Newport facility participate in the fulfillment and shipping operations in Shelburne during the peak holiday periods. Other marketing and administrative employees support both the contact center and fulfillment operation during periods of high volume. No employees are members of a union, and the Company believes it enjoys favorable relations with its employees.

Risk Factors that May Impact the Business

Although the Company has remained consistently profitable on an annual basis since it fiscal year ended June 30, 1999, there can be no assurance that the Company will sustain profitability either on a quarterly or annual basis in the future. The Company's future revenues and operating costs may fluctuate significantly due to any one factor or a combination of factors, many of which are outside management's control. Management has identified the most important risk factors that may affect operating results in the future as follows:

Seasonality: The Company's sales are highly seasonal, with Valentine's Day, Mother's Day and Christmas being its largest selling seasons, representing 28.3 percent, 21.0 percent, and 16.0 percent of the Company's annual sales, respectively. With the addition the PajamaGram, TastyGram and Calyx & Corolla business segments each with a larger percentage of female customers than the BearGram service, the Company has been able in increase proportionately its sales at Christmas and Mother's Day. While the Valentine's Day selling season continues to expand, it now represents a smaller percentage of total annual sales than in years past.

Percentage of Gift Delivery Services orders

(12 months ended June 30)



|Occasions for Purchases | 2005  | 2004  | 2003  | 2002  | 2001 
|----------------------- | ----- | ----- | ----- | ----- | -----
|Valentine's Day         | 28.3% | 25.5% | 27.9% | 27.7% | 29.2%
|Mother's Day            | 21.0% | 18.9% | 17.0% | 15.8% | 14.4%
|Christmas               | 16.0% | 14.4% | 11.1% | 8.5%  | 8.2% 

For purposes of developing the above table, the Company considers the Valentine's Day selling season to include the period from February 1 to February 14 each year. The Company considers the Mother's Day season to be the two-week period ending the Saturday before Mother's Day and the Christmas season to be the period from December 1 through December 25.

However, as the Company seeks to expand in the gift business its sales are likely to remain seasonal. Therefore, if the Company were to experience a natural disaster, a major system failure, or any material business disruption in the weeks leading up to any of these holidays, the Company may experience a material shortfall in revenue. Given the significant advertising expenditures committed by the Company for these holidays a material shortfall in revenue for the holiday period would have a material adverse affect on the operating results of the business for the related quarter and for the year. The Company hires a large number of seasonal employees and contracts for significant additional support from telecommunication and technology vendors during the holiday periods. A material shortfall in seasonal revenue may not allow the Company to offset the increased costs associated with this activity during the holiday periods. In addition, a material shortfall in sales at a major holiday may result in excess inventory reducing the Company's available cash flow from operations.

Retail Economy: The Company's brand name gift products are relatively expensive as compared to similar products offered by competitors in the marketplace. In the event of deterioration in general economic conditions, consumers with lower disposable incomes may spend less and avoid buying the Company's products. Lower net revenues may result without a corresponding decrease in the Company's operating costs and operating results may suffer.

Effectiveness of Advertising Campaigns: The Company invests material amounts in certain advertising, including radio, television and catalog. The costs of producing television commercials and catalogs are substantial. If one or more of the related promotional campaigns were to be ineffective, the Company may experience a shortfall in anticipated revenue negatively impacting operating results. While the production costs for radio advertising are nominal, the Company does invest material amounts in airtime for certain radio personalities. If one or more of these personalities were to become unavailable or perform poorly, particularly at a major holiday, the Company's operating results may suffer.

Competition: Competition in the gift market is very intense. Many of its competitors sell similar products at lower price points and have greater financial, and selling and marketing resources than the Company. The Company believes that its brand strength, its customer relationships and its last minute personalization and fulfillment capabilities position it to compete effectively with its current and future competitors in each of the gift service categories. Barriers to entry into the Company's markets are low, however, and increased competition based on price or other considerations could result in decreased revenues, increased marketing and selling expenditures and lower profit margins. These and other competitive factors may adversely impact the Company's business and results of operations.

Inventory: Inventory management is critical to the Company's success due to the highly seasonal nature of the Company's sales. The Company has in the past achieved appropriate levels of inventory in relation to its sales as it has adjusted to varying growth rates. However, if the Company failed to maintain sufficient inventory to support seasonal sales, revenues could be reduced which may adversely affect the Company's business and results of operations. Conversely, if the Company accumulates inventory and sales do not materialize, the available cash resources of the Company may be reduced which may adversely affect the Company's business and results of operations.

Dependence on Technology: The Company believes it has developed redundant systems and contingency plans to mitigate the risk of service interruption by its service providers or the possible malfunction of its operating systems at the holidays. There can be no assurance, however, that services, including but not limited to long distance call service, call center services, website hosting services, common carrier services or electrical services, will not be interrupted. It is also possible that one or more of the Company's operating systems could malfunction limiting the Company's ability to process orders. If one or more of the Company's outside operating services were interrupted or one or more of the Company's operating systems malfunctioned during a peak holiday selling season, the loss of orders and revenue may adversely affect the Company's business, its brand and the results of operations. Offshore Sources of Product: The Company has become increasingly dependent on products that are manufactured exclusively for the Company by overseas contractors, primarily teddy bear outfits and pajamas and related sleepwear. Most of the contractors manufacture the Company's goods in China. While the Company has experienced good quality and reliable delivery from its sources, there can be no assurance that supply won't be interrupted in the future. There is also the possibility of delayed deliveries resulting from any number of factors including manufacturing delays as China is currently subject to power shortages and outages, or transportation delays related to traffic or strikes. If the Company were to experience delay for a material quantity of imported manufactured goods operating results on a quarterly and annual basis may suffer.

Many of the flowers included in the Company's floral arrangements are grown on farms located in foreign countries, predominantly Ecuador, Columbia and Holland. As a result the availability and price of the flowers purchased by the Company could be adversely affected by a number of risk factors that in turn would have a negative affect on the Company's results of operations for its Calyx & Corolla business segment. The flowers received into the import warehouses of the growers in Florida and California are subject to agricultural inspection by agencies of the U.S. government to manage pests and disease. Some of the countries in which the flowers are grown are subject to work stoppages and political instability. Trade restrictions, economic uncertainties, weather conditions and foreign government regulations are also potential risk factors. Any one or a combination of these risk factors could impact the availability and price of flowers and adversely affect the Company's operating results for Calyx.

Perishable Products: Products sold in the Calyx and TastyGram segments are perishable and subject to damage or deterioration in shipment. If a significant number of customers are disappointed with their orders the Company may incur substantial costs to issue refunds adversely impacting the Company's operating results and potentially damaging the Company's brands. Additionally, the supply of flowers can become limited on short notice due to severe weather conditions or delays in agricultural inspection. If adequate substitutions are not available, the Company may not be able to fulfill orders. Resulting loss of sales and customer disappointment may again impact negatively the Company's operating results and its brands.

Product Liability: While the Company has developed product testing and quality control procedures and believes it complies with all product safety and agricultural regulations, it is exposed to product liability claims. Although the Company has not experienced material losses due to product liability claims and carries product liability insurance coverage, it may become a party to such claims in the future that may result in significant costs of litigation or settlement. To the extent the Company's insurance does not cover these costs, the Company's operating results may suffer. Publicity associated with these claims may also have a negative impact on its brands.

Dependence on Third Party Fulfillment: The Company depends on third parties to prepare gift orders for shipment in both the Calyx and TastyGram segments. While the Company carefully pre-qualifies its drop-ship suppliers and maintains constant communication and good relations with each, suppliers on occasion fail to meet the specifications and requirements of the Company's orders. If a larger supplier were to discontinue its arrangement with the Company on short notice, or fail to provide contracted quantities of floral products, or fail to satisfactorily prepare and ship the Company's orders, customer's may be dissatisfied with their experience with the Company and decline to purchase from the Company in the future.

Dependence on Common Carriers: While the Company has the ability to ship its gift products using multiple common carriers thereby reducing its reliance on any one carrier, there are a number of factors affecting both the reliability of delivery and cost of the Company's shipments. At the holidays, packages leave the Company's facility in Shelburne, Vermont and the growers' warehouses in Florida and California in bulk shipments and are transported to the carriers' distribution hubs either by tractor-trailer or by plane for more general dispersion within the carriers' delivery systems. A catastrophic disruption in transit, particularly on the initial leg from the point of origin could cause a material number of deliveries to be delayed and result in a material adverse impact on the Company's operating results for the holiday and could also have a negative affect on its brands. The addition of ancillary charges by all carriers for residential deliveries, rural residential deliveries and fuel cost increase have materially impacted the Company's cost for freight paid on deliveries. In addition, Federal Express now applies a dimensional weight to packages under 12 inches cubed that represent the majority of the Company's packages. The resulting cost increases caused the Company to replace Federal Express with UPS as its primary carrier. If the other carriers apply dimensional weights for packages under 12 inches cubed without a corresponding adjustment to the Company's discounts, the Company may experience material increases in its cost for overnight and two-day express deliveries of its gift products. If the Company is unable to pass the added cost on to its customers, the Company's operating results may suffer.

Government Regulation: It is possible that new laws or regulations imposed by the Federal Trade Commission and other government agencies may adversely impact the Company's business, in particular its Internet business. These laws may increase the Company's potential liability related to user privacy or the collection and use of information gathered online, the content of the Company's websites, taxation, infringement of intellectual property. If states impose broader guidelines to collecting state sales and use taxes, or if recent Supreme Court decisions restricting the imposition of sales taxes with respect to sales made over the Internet are reversed, the Company could be subject to a decrease in sales and a significant additional administrative burden increasing its cost of doing business. A successful assertion by one or more states that the Company should collect sales or other taxes on the sale of merchandise could result in substantial tax liabilities for past sales, decrease our ability to compete with other retailers and otherwise harm our business.

Sarbanes-Oxley: The Company has adopted the requirements of Sarbanes-Oxley Sections 401 and 402 without significantly changing its business practices or incurring material additional cost. However, the Company believes that it will be more difficult and costly to meet the requirements of Section 404 that are scheduled to be in effect for the Company beginning in its fiscal year 2007 commencing on July 1, 2006. While the Company believes that its internal control processes are both designed and operating effectively, there can be no assurance that the Company will be able to attest to the design or effectiveness of these controls pursuant to the stringent new standards of Section 404 in the future. In addition, the Company believes it will incur substantial additional costs both internal and in the form of higher fees paid to its external auditors and other financial advisors that may adversely impact its operating results.

Management Succession: The Company has developed its current management structure by developing its executive team and senior leadership internally. While the resulting aggregate management experience has allowed the Company to perform well while experiencing rapid growth in recent years, the Company has no formal succession plan to replace its current Chief Executive Officer, Elisabeth Robert whose employment contract expires on October 22, 2007. The Company believes that Elisabeth Robert has played a significant role in the development of the Company and the unique business culture that propels its recent success. In the event Elisabeth Robert departs the Company, there can be no assurance the Company will find a replacement capable of providing effective leadership for the Company.

Stock Price Volatility: The Company's stock price is subject to material fluctuation as the result of stock market conditions as well as investors' interpretation of the performance of the Company. The Company is aware that its stock is very thinly traded in the public market further subjecting its stock price to material fluctuations when stockholders attempt to transact the stock in larger quantities. Owning a large block of the Company's stock may preclude the related shareholder from selling his or her holding at the then stated market price for the stock. The average daily trading volume for BEAR during the fiscal year ended June 30, 2005 was 9,263 shares. On occasion, when an abrupt material decline occurs in a company's stock price, that company is subject to securities class action litigation. There can be no assurance that the Company will not become subject to this type of expensive and distracting litigation in the future.

On May 16, 2005, The Vermont Teddy Bear Co., Inc. a New York corporation (the "Company") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Hibernation Holding Company, Inc., a Delaware corporation, and Hibernation Company, Inc., a Delaware corporation and wholly-owned subsidiary of Hibernation Holding Company, Inc. ("Merger Subsidiary"). Pursuant to the Merger Agreement, Merger Subsidiary will merge (the "Merger) with and into the Company, with the separate corporate existence of Merger Subsidiary ceasing and the Company continuing as the surviving corporation and a wholly-owned subsidiary of Hibernation Holding Company, Inc. At the effective time of the Merger (the "Effective Time"), each share of Company common stock and preferred stock issued and outstanding immediately prior to the Effective Time and not held by Hibernation Holding Company, Inc. will be converted into the right to receive $6.50 in cash per share of common stock (on an as-converted basis). Notwithstanding the foregoing, at the Effective Time certain security holders will exchange their existing Company stock and warrants for stock and warrants of Hibernation Holding Company, Inc. The consummation of the Merger is subject to certain terms and conditions customary for transactions of this type, including stockholder approval and completion of committed debt and equity financing.

A special meeting of the shareholders of The Vermont Teddy Bear Co., Inc. ("VTBC") was held at 10:00 a.m. EST on Wednesday, September 28, 2005, at VTBC's retail/manufacturing facility, 6655 Shelburne Road, Route 7, Shelburne, Vermont.

At this meeting the stockholders approved the Merger Agreement and, the closing of the Merger Agreement is expected to occur on or before September 30, 2005. If the merger is completed, the Company will no longer be owned by public shareholders and, as a private company, will file a Form 15 to notify the SEC that its public reporting duties are terminated. While the Merger Agreement is expected to close on or before September 30, 2005, there can be no assurance that the Merger Agreement will close.

The risks described above are not the only risks or uncertainties that may negatively impact the Company's business or its operating results. Additional risks and uncertainties not presently known to the Company or that are currently deemed immaterial may also impair the Company's business operations, operating results or financial condition.

Item 2. Properties

In July 1995, to consolidate the Company's disparate locations and improve manufacturing flow, the Company moved its principal offices, along with its factory retail store segment, manufacturing, sales, and fulfillment operations for its BearGram segment, to a 62,000 square foot building, located on a 57-acre site along U.S. Route 7 in Shelburne, Vermont. The site is ten miles south of Burlington, Vermont.

On July 18, 1997, the Company completed a sale-leaseback transaction involving its factory headquarters and a portion of its property located in Shelburne, Vermont.

On September 29, 1999 the Company entered into a one-year lease with four one-year renewal options for a new manufacturing facility to support its BearGram segment in Newport, Vermont, for 12,000 square feet. In April 2001 the Company expanded its Newport operation to occupy an additional 12,000 square feet in an adjacent facility owned by the same landlord. A three-year lease with two three-year renewal options effective October 1, 2001 combined the two facilities.

On July 19, 2000, to consolidate remote warehouse locations, and support the operations of all business segments, the Company entered into a ten-year lease with three five-year renewal options for a new 60,400 square foot warehouse and fulfillment center in Shelburne, Vermont to support the Company's BearGram segment. This facility is on property that is contiguous to the property on which the Company's factory headquarters are located. The lease began on September 1, 2000 and replaced a lease for 20,000 square feet of off-site space in Williston, Vermont and a lease for 4,000 square feet in Shelburne, Vermont.

On March 19, 2002, the Company entered into a three-year lease agreement with two three-year renewal options for 2,000 square feet of Retail segment space on Route 100 in Waterbury, Vermont. This retail space is part of a small retail complex with five other retail outlets located approximately 1.5 miles from the Ben and Jerry's factory tour location.

On November 1, 2003, the Company entered into a ten-month lease agreement for 6,000 square feet of office space in Vero Beach, Florida. The Company will continue to rent this property on a month to month basis, after the expiration of this agreement, until it enters into an agreement for smaller, more suitable office space. This office space is used for the Calyx & Corolla segment's merchandising and brand related marketing functions.

On July 29, 2004, the Company entered into a new ten year lease for its Shelburne warehouse and fulfillment center to incorporate a 60,400 square foot addition to the existing facility that is contiguous to the property on which the Company's factory headquarters are located. The addition supports the operations of all business segments and replaces 25,000 square feet of month-to-month leased space in Williston, Vermont. The new consolidated lease for 120,800 square feet replacing the July 19, 2000 lease began on October 2004. The new consolidated lease is for ten years with three five-year renewal options.



Item 3. Legal Proceedings

The Company has been a party in a suit against 538 Madison Realty Company pending in the Supreme Court of the State of New York, County of New York, seeking a declaration that a lease with 538 Madison Realty Company is terminated.

On October 24, 1996, the Company entered into a ten-year lease for 2,600 square feet on Madison Avenue in New York City. On December 7, 1997, the Company's 538 Madison Avenue location was closed due to structural problems at neighboring 540 Madison Avenue. On December 16, the Company announced that it was permanently closing that retail location. The City of New York deemed the 538 Madison Avenue building uninhabitable from December 8, 1997 to April 9, 1998, and the Company has not made any rent payments on the lease since December, 1997. On December 24, 1998, the Company received a notice from its landlord of 538 Madison Avenue alleging that it was in default under the lease for failure to resume occupancy, and demand for back rent for the period July 8, 1998 to December 31, 1998 in the amount of $144,355. Further on January 4, 1999 the Company received a demand to resume rent payments beginning January 1999. The Company disputed the landlord's position and believed it was not obligated to resume occupancy or pay rent under the lease. As a result, on May 25, 1999, the Company commenced action in the Supreme Court of the State of New York, County of New York against 538 Madison Realty Company. The action sought breach of contract damages and a declaration that the contract at issue, the former lease between the parties, had been terminated. The landlord moved to dismiss the action based on purported documentary evidence, being the lease itself. That motion was denied by order entered April 12, 2000. After having unsuccessfully attempted to resolve the disputes and after engaging in document discovery, the Company moved for summary judgment on its claims and dismissal of the landlord's claims. That motion was granted by order dated July 25, 2001 and judgment was entered in favor of the Company and against the landlord in the amount of $211,146 on August 10, 2001. The landlord filed an appeal of that judgment and, as settlement discussions were unsuccessful, posted a bond to stay enforcement of the judgment pending its appeal, which was argued on November 1, 2002. That judgment was affirmed by a 3-2 vote of New York's Appellate Division, First Department. Based on the two dissenting votes, the landlord had a right of appeal to New York's Court of Appeals. That appeal was fully briefed and then argued on February 10, 2004. On March 25, 2004, the New York Court of Appeals issued a decision reversing the Appellate Division, and denying the Company's summary judgment motion. This decision returned the case to the New York Supreme Court for a determination as to whether the Company's lease was terminated or continued in effect following the December 7, 1997 incident. The Company continued to pursue all of its legal remedies to resolve the litigation favorably by decision or settlement. The Company accrued management's estimated cost of $220,000 to settle this contingency, but no assurance could be given that this dispute could be settled for that amount. In the event that no settlement could be reached and the Company was not successful in its suit against 538 Madison Realty Company, the remaining amount owed under the lease over its remaining term at face value was $2,825,000. The landlord also claimed damages, pursuant to the lease for interest, attorneys fees and its costs incurred in connection with re-letting the space. In the event there was a determination that the lease continued in effect, the Company would assert offsets to the damages claimed, based on other settlements reached by the landlord in connection with the December 7, 1997 incident and the current re-letting of the space. Nevertheless there was no assurance that this dispute could be resolved for less than the full amount claimed by the landlord. Discovery was scheduled to be completed in March 2005 and no trial date had been set. The Company had agreed to enter into mediation with the landlord and a mediation date, after prior cancellations, occurred on March 3, 2005. On March 18, 2005, following mediation that occurred on March 3, 2005, and continuing settlement discussions, the Company increased the amount of its reserve for the litigation by $1,780,000 to reflect management's then current estimated cost of $2,000,000 to settle this contingency. On April 28, 2005, the Company executed a Settlement and Release Agreement (the "Settlement Agreement") with 538 Madison Realty Company. Under the Settlement Agreement, the Company agreed to pay 538 Madison Realty Company a settlement amount of $2,350,000 and the parties exchanged releases. Of this settlement amount, $1,150,000 was paid by the Company upon execution of the Settlement Agreement, including the release of a security deposit previously held by 538 Madison Realty Company in the amount of $150,000. The remaining $1,200,000 has been recorded as a liability and will be paid by the Company on or before March 15, 2006, without interest.

On April 29, 2005, in conjunction with the Settlement Agreement, the Company evaluated financial covenants and received consents from its lender, Banknorth, N.A. and W.P. Carey & Co. LLC, the Company's landlord in a sale-leaseback financing transaction relating to its retail/manufacturing facility in Shelburne, Vermont, to amend certain financial covenants in regards to the one-time charge of $2,350,000 attributable to payments made to 538 Madison Realty Company LLC pursuant to the Settlement Agreement.

On May 16, 2005, The Vermont Teddy Bear Co., Inc. a New York corporation (the "Company") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Hibernation Holding Company, Inc., a Delaware corporation, and Hibernation Company, Inc., a Delaware corporation and wholly-owned subsidiary of Hibernation Holding Company, Inc. ("Merger Subsidiary"). Pursuant to the Merger Agreement, Merger Subsidiary will merge (the "Merger) with and into the Company, with the separate corporate existence of Merger Subsidiary ceasing and the Company continuing as the surviving corporation and a wholly-owned subsidiary of Hibernation Holding Company, Inc. At the effective time of the Merger (the "Effective Time"), each share of Company common stock and preferred stock issued and outstanding immediately prior to the Effective Time and not held by Hibernation Holding Company, Inc. will be converted into the right to receive $6.50 in cash per share of common stock (on an as-converted basis). Notwithstanding the foregoing, at the Effective Time certain security holders will exchange their existing Company stock and warrants for stock and warrants of Hibernation Holding Company, Inc. The consummation of the Merger is subject to certain terms and conditions customary for transactions of this type, including stockholder approval and completion of committed debt and equity financing. If the merger is completed, the Company will no longer be owned by public shareholders and, as a private company, will file a Form 15 to notify the Securities and Exchange Commission ('SEC") that its public reporting duties are terminated.

On June 14, 2005, VTBC was served with a summons and complaint in each of two separate legal actions commenced in the Supreme Court of the State of New York, County of Nassau: an action brought by Keith Griffin of Long Island, New York, filed June 3, 2005; and an action brought by Robert Totero of Sun City Center, Florida, filed June 8, 2005. By order entered on September 7, 2005, the actions were consolidated. The court ordered that an amended and consolidated class action complaint be filed and served as soon as practicable after consolidation. Plaintiffs filed an amended and consolidated class action complaint (the "Amended Complaint") on September 19, 2005. The Amended Complaint alleges that the named plaintiffs are shareholders of VTBC, who are suing on behalf of themselves and all other similarly situated parties. The action is pending in the Commercial Division of the Supreme Court of the State of New York, County of Nassau.

The action seeks to challenge the proposed merger transaction reported by VTBC in its Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on May 17, 2005 and as described in VTBC's definitive Proxy Statement on Form 14A filed with the SEC on September 2, 2005. The Amended Complaint names as defendants VTBC and each individual member of VTBC's board of directors, as well as the Buyer and affiliated entities. The Amended Complaint alleges that the defendants breached their fiduciary duties to shareholders by, among other things, (1) failing to maximize shareholder value with respect to the proposed merger transaction and (2) failing to disclose material information regarding the proposed merger.

The Amended Complaint seeks certification as a class action, with the named plaintiffs to be certified as class representatives, and also seeks declaratory and injunctive relief, enjoining the proposed merger transaction, as well as unspecified compensatory damages, attorneys' fees, costs of the litigation, and other unspecified relief. VTBC denies the substantive allegations of the complaints, including the Amended Complaint and, if necessary, intends to defend the consolidated action vigorously.

VTBC has not responded to the Amended Complaint, and its time to do so has not expired yet. The plaintiffs served discovery requests on or about September 9, 2005. A pretrial conference with the court is scheduled for October 24, 2005.

The plaintiffs and the defendants in this litigation have engaged in negotiations that have led to a settlement agreement. The terms of such settlement are reflected in a memorandum of understanding which was signed on September 20, 2005. The memorandum of understanding provides for the negotiation of a formal stipulation of cash settlement and, ultimately, court consideration of the proposed settlement based on the additional disclosures in the Company's supplement to the proxy statement and other customary terms, including, but not limited to, (1) a release of all defendants from all claims that were or could have been asserted in the action or otherwise arise out of or relate to the transaction contemplated by the Merger Agreement, and the contents of the proxy statement and related matters and (2) a denial of any wrongdoing or liability on the part of all defendants.



There are various other claims, lawsuits, and pending actions against the Company incident to the operations of its businesses. It is the opinion of management, after consultation with counsel, that the ultimate resolution of such claims, lawsuits and pending actions will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. There can be no assurance, however, that claims will not be made against the Company in the future. Such claims, if material, may adversely affect the Company's businesses and results of operations.



Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

On May 16, 2005, The Vermont Teddy Bear Co., Inc. a New York corporation (the "Company") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Hibernation Holding Company, Inc., a Delaware corporation, and Hibernation Company, Inc., a Delaware corporation and wholly-owned subsidiary of Hibernation Holding Company, Inc. ("Merger Subsidiary"). Pursuant to the Merger Agreement, Merger Subsidiary will merge (the "Merger) with and into the Company, with the separate corporate existence of Merger Subsidiary ceasing and the Company continuing as the surviving corporation and a wholly-owned subsidiary of Hibernation Holding Company, Inc. At the effective time of the Merger (the "Effective Time"), each share of Company common stock and preferred stock issued and outstanding immediately prior to the Effective Time and not held by Hibernation Holding Company, Inc. will be converted into the right to receive $6.50 in cash per share of common stock (on an as-converted basis). Notwithstanding the foregoing, at the Effective Time certain security holders will exchange their existing Company stock and warrants for stock and warrants of Hibernation Holding Company, Inc. The consummation of the Merger is subject to certain terms and conditions customary for transactions of this type, including stockholder approval and completion of committed debt and equity financing.

A special meeting of the shareholders of The Vermont Teddy Bear Co., Inc. ("VTBC") was held at 10:00 a.m. EST on Wednesday, September 28, 2005, at VTBC's retail/manufacturing facility, 6655 Shelburne Road, Route 7, Shelburne, Vermont.



PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information



Vermont Teddy Bear, Co., Inc.'s common stock trades on the NASDAQ Small Cap market under the symbol "BEAR".	At the time of the initial public offering of 1,172,500 shares of the Company's Common Stock in November 1993, the Company's Common Stock had been approved for quotation on NASDAQ and the Pacific Stock Exchange under the symbols "BEAR" and "VTB," respectively.

The Company did not sell any equity securities or make any purchases of securities during the period July 1, 2004 to June 30, 2005. Between July 1, 2002 and June 30, 2005, the high and low closing bid and closing sales prices for a share of the Company's Common Stock as quoted on NASDAQ were as follows:



|Quarter Ended      | High Sales | Low Sales
|------------------ | ---------- | ---------
|June 30, 2005      | $6.50      | $4.00    
|March 31, 2005     | $7.40      | $5.30    
|December 31, 2004  | $7.30      | $3.90    
|September 30, 2004 | $5.75      | $4.35    
|June 30, 2004      | $6.69      | $4.85    
|March 31, 2004     | $5.89      | $4.25    
|December 31, 2003  | $5.47      | $4.00    
|September 30, 2003 | $4.55      | $3.34    
|June 30, 2003      | $4.19      | $3.38    
|March 31, 2003     | $4.24      | $3.68    
|December 31, 2002  | $4.09      | $2.75    
|September 30, 2002 | $3.60      | $1.81    



As of June 30, 2005, the number of record holders of the Company's common stock was 4,004.



Description of Securities

Immediately prior to the Company's initial public offering, there were 4,000,000 shares of the Company's Common Stock outstanding, held of record by nine shareholders. As a result of the 1,000,000 share initial public offering and the Underwriters' purchase of 172,500 additional shares to cover over-allotments in connection therewith, there were 5,172,500 shares of the Company's Common Stock outstanding immediately following the offering. On March 8, 1995, the Company purchased 12,000 common shares in the open market and continues to hold these shares as treasury stock. On November 4, 1998, the Company purchased 11,020 additional common shares from dissenting shareholders and continues to hold these shares as treasury stock. On October 16, 2002, the Company purchased 3,149,266 common shares as treasury stock pursuant to the Company's Issuer Tender Offer of August 21, 2002. From March 1, 1996 to June 30, 2005, 1,347,333 shares of the Company's Common Stock were issued pursuant to the exercise of Incentive Stock Options and Non-Employee Director Stock Options. On February 3, 1999, 10 holders of Series B Preferred Stock exercised conversion rights of 176,970 preferred shares into 474,989 shares of common stock. On July 19, 1999, the remaining 27,942 shares of Series B Preferred Convertible Stock were converted into 74,996 shares of the Company's Common Stock. On July 29, 1999, 215,157 warrants associated with the Series B Preferred Stock were exercised and converted into 519,715 shares of the Company's Common Stock. On December 20, 1999 warrants associated with a loan from Green Mountain Capital were exercised and converted into 100,000 shares of the Company's Common Stock. On October 4, 2002, Series C Convertible Preferred Stockholders exercised conversion rights of 50.7 preferred shares into 482,745 shares of common stock. On December 1, 2003, Series C Convertible Preferred Stockholders exercised conversion rights of 9 preferred shares into 85,707 shares of common stock. As a result of these activities, there were 5,085,699shares of the Company's Common Stock outstanding, held of record by 4,004shareholders, as of June 30, 2005.

Securities Sold By the Issuer

There are 90 shares of non-voting Series A Preferred Stock, held of record by one shareholder, with a liquidation value of $10,000 per share plus cumulative dividends of eight percent per annum. There has been no change in the number of Series A Preferred shares and the original shareholder remains the sole shareholder of Series A Preferred Stock. There were $72,000 in dividends accrued in respect of the Series A preferred Stock during each of the fiscal years between July, 1 1996 and June 30, 2005.



On November 3, 1998, the Company closed on a private placement of $600,000 of its Series C Convertible Redeemable Preferred Stock ("Series C Preferred Stock") to an investor group lead by TSG Equity Partners (formerly The Shepherd Group LLC). Accompanying the Series C Preferred Stock were warrants to purchase 495,868 shares of the Company's Common Stock at an exercise price of $1.05 per share, which will expire seven years from the date of issuance. In connection with the issuance of the Series C Preferred Stock, a warrant to purchase 42,500 shares of the Company's Common Stock was issued at an exercise price of $1.05 to the Company's lessor in the sale-leaseback transaction. Because of the mandatory redemption provision, the Series C Preferred Stock net of the value of the warrants has been classified outside of stockholders' equity in the accompanying balance sheet. The Company valued the warrants using the Black-Scholes valuation model. The aggregate value of $272,449 was applied as a discount to the face value of the Series C Preferred Stock on the Company's balance sheet. The Company accreted this discount with charges to retained earnings over a five-year period.

Each of the shares of Series C Preferred Stock has a liquidation value of $10,000 per share, and is convertible into 9,523 shares of the Company's Common Stock. The Series C Preferred Stock requires redemption upon the tenth anniversary of its issuance, with the Company and the Series C Preferred stockholders having call and put rights, respectively, beginning on the fifth anniversary of issuance. The Series C Preferred stock carries voting rights on an as-converted basis, and, as a class, has the right to elect two members to the Company's Board of Directors. Both the Series C Preferred Stock and the accompanying warrants carry certain anti-dilution provisions. The Series C Preferred Stock has a cumulative preferred dividend of six percent per annum, payable quarterly. The dividends were required to be paid in additional shares of Series C Preferred Stock for the first two and one-half years after issuance. As of April 30, 2001, the Company was no longer required to pay the dividends in stock and exercised its option to pay them in cash. For the fiscal year ended June 30, 2005 $5,585 of dividends were paid in cash. For the fiscal year ended June 30, 2004 $7,863 of dividends were paid in cash. For the fiscal year ended June 30, 2003 $18,525 of dividends were paid in cash. In addition to Series C Preferred dividends, the holders of the Series C Preferred stock shall be entitled to receive dividends at the same rate as dividends (other than dividends paid in additional shares of Common stock) are paid with respect to the Common stock (treating each share of Series C Preferred stock as being equal to the number of shares of Common stock into which each share of Series C Preferred could be converted). There were 9.3, 9.3, and 18.3 shares of Series C Preferred Stock issued and outstanding at June 30, 2005, 2004, and 2003 respectively.

On January 15, 2002, the Company executed a Warrant Repurchase Agreement with TSG Equity Partners to repurchase 495,868 of the outstanding Warrants TSG Equity Partners were issued in connection with the Series C Preferred Stock for a total purchase price of $768,595, representing a net cash amount of $1.55 for each share issuable on the exercise of the Warrants, or $2.60 per share less the $1.05 exercise price of the Warrants. The transaction closed on January 15, 2002, and the warrants were terminated on that date. The transaction was recorded as an equity transaction in the quarter ended March 31, 2002. The original issue discount of $272,449 continued to accrete through charges to retained earnings until October 2003.

On August 21, 2002, the Company commenced an offer to purchase up to 3 million shares of the Company's common stock at a purchase price of $3.50 per share ("the Issuer Tender Offer"). The Issuer Tender Offer was subject to certain conditions as were described in the offering documents filed with the SEC on August 21, 2002 and amended on September 9, 2002 and on September 23, 2002 and expired at 5 p.m. Eastern Time on October 4, 2002. The offer was not conditioned on any minimum number of shares being tendered and was subject to proration if more than 3 million shares were tendered. At the commencement of the offer, the Company expected the maximum aggregate cost, including all fees and expenses applicable to the offer, to be approximately $10,750,000 and anticipated that its cash on hand plus the proceeds of loans from Banknorth, N.A. would be sufficient to pay these costs. On September 27, 2002 the Company closed on two loan facilities with Banknorth, N.A.: a term loan in an amount of $3,000,000 which could be used for the repurchase of the Company capital stock in the Issuer Tender Offer and a revolving line of credit in an amount up to $4,000,000 for working capital needs.

On October 4, 2002, Series C Preferred Stockholders tendered 524,985 shares of Common stock on an as converted basis in response to the Company's August 21, 2002 Offer to Purchase up to 3 million shares of Common Stock.

On October 8, 2002, the Company announced the results of the Issuer Tender Offer. A total of 3,424,604 shares of the Company's common stock were validly tendered and not withdrawn, including 2,899,619 shares deposited with the depositary for the offer, and 524,985 shares deposited directly with the Company for Series C Convertible Preferred Stock tendered on an as converted basis. Upon the Company's offering documents and applicable securities laws, the maximum number of shares that the Company was authorized to purchase without extending the offer was 3,149,266 shares. The total cost to purchase these shares, including transaction costs of $123,000, was $11,146,000. Because the total number of tendered shares exceeded the maximum the Company was authorized to purchase, the Company accepted for payment the maximum number of authorized shares that were tendered in accordance with the priority and proration rules described in Section 1 of our Offer to Purchase dated August 21, 2002.



On October 8, 2002, after proration, Series C Preferred Stockholders exercised the convertible rights associated with the Series C Preferred Stock and converted 50.7 shares of Series C Preferred Stock into 482,745 shares of the Company's Common Stock.

On October 16, 2002, Banknorth, N.A. funded the $3,000,000 fixed rate term loan, which was used, along with cash on hand, for the repurchase of 3,149,266 shares of the Company's common stock pursuant to the aforementioned Tender Offer.

On August 29, 2003, the Company, through a wholly-owned subsidiary, Calyx & Corolla, Inc., a Delaware corporation, purchased substantially all of the assets and assumed certain liabilities of the floral delivery business Calyx & Corolla from Equity Resource Partners, LLC, a Delaware limited liability company. The acquisition was consummated pursuant to an Asset Purchase Agreement and related documents on August 29, 2003. The results of Calyx & Corolla's operations have been included in the Company's consolidated financial statements since August 29, 2003.

The consideration paid was $3,700,000 consisting of $1,200,000 paid in cash and the remainder paid in the form of 250 shares of the Company's Series D Convertible Redeemable Preferred Stock ("Series D Preferred") at a fair value of $10,000 per share. The Series D Preferred shares are convertible into the Company's common stock at a price of $3.53 per common share. Each of the shares of Series D Preferred has a minimum liquidation value of $10,000 per share, and is convertible into 2,832 shares of the Company's common stock. The Series D Preferred ranks junior to both Series A and Series C Preferred Stock but senior to all other shares of capital stock of the Company. The Series D Preferred stockholders may, at any time after December 31, 2004, require the Company to redeem some or all of the Series D Preferred shares at their minimum liquidation value, not to exceed $650,000 annually on a rolling 12-month basis. The Series D Preferred requires mandatory redemption of all outstanding shares at the minimum liquidation value along with all accrued but unpaid dividends ten years after issuance. The Series D Preferred carries voting rights on an as-converted basis, and, as a class, has the right to elect one member to the Company's Board of Directors. The Series D Preferred shares have a cumulative preferred cash dividend of 5.0 % per annum, payable quarterly.

On December 1, 2003, Series C Preferred Stockholders exercised the convertible rights associated with the Series C Preferred Stock and converted 9 shares of Series C Preferred Stock into 85,707 shares of the Company's Common Stock.



Dividends



The Series A Preferred Stock is entitled to receive cumulative dividends of eight percent per annum, which are payable before any dividend may be paid upon, or set apart for, the Common Stock outstanding. The Series B Preferred Stock was not entitled to receive dividends. The Series C Preferred Stock is entitled to a six percent dividend, to be paid in additional shares of Series C Preferred Stock for the first two and one-half years and thereafter either in cash or Series C Preferred Stock, at the Company's discretion. As of April 30, 2001 the Company elected to pay remaining Series C dividends in cash. In addition to Series C Preferred dividends, the holders of the Series C Preferred stock shall be entitled to receive dividends at the same rate as dividends (other than dividends paid in additional shares of Common stock) are paid with respect to the Common stock (treating each share of Series C Preferred stock as being equal to the number of shares of Common stock into which each share of Series C Preferred could be converted).The Series D Preferred Stock is entitled to receive dividends of five percent per annum, to be paid quarterly in cash.



Item 6. Selected Financial Data

The following selected consolidated statement of operations data for the years ended June 30, 2005, 2004 and 2003 and the consolidated balance sheet data as of June 30, 2005 and 2004 have been derived from the Company's audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The selected consolidated statement of operations data for the years ended June 30, 2002 and 2001 and the selected consolidated balance sheet data as of June 30, 2003, 2002, and 2001 are derived from the Company's audited consolidated financial statements which are not included in this Annual Report on Form 10-K.

The following table summarizes the Company's consolidated statement of operations and balance sheet data. The results of the years ended June 30, 2005 and 2004 are materially affected by the acquisition of Calyx & Corolla, Inc. and therefore affect the comparability of the information in the table. You should read this information together with the discussion in "Management's Discussion and Analysis of Financial Condition and Result of Operations" and the Company's consolidated financial statements and notes to those statements included elsewhere in this Annual Report on Form 10-K.

Consolidated Statement of Operations Data

Years Ended

(in thousands, except per share data)

|                                            | June 30, 2005 | June 30, 2004 | June 30, 2003 | June 30, 2002 | June 30, 2001
|------------------------------------------- | ------------- | ------------- | ------------- | ------------- | -------------
|                                            |               |               |               |               |              
|Net Revenues                                | $66,608       | $55,827       | $40,275       | $38,993       | $37,255      
|Cost of Goods Sold                          | 30,308        | 24,366        | 15,484        | 14,350        | 13,514       
|Gross Profit                                | 36,300        | 31,461        | 24,791        | 24,643        | 23,741       
|Marketing & Selling                         | 24,404        | 21,895        | 17,328        | 15,748        | 14,856       
|General & Administrative                    | 7,964         | 5,803         | 4,983         | 4,727         | 4,688        
|Legal Settlement                            | 2,150         | --            | --            | --            | --           
|Operating Income                            | 1,782         | 3,763         | 2,480         | 4,168         | 4,197        
|Other Income
(Expense)                      | (578)         | (626)         | (462)         | (296)         | (134)        
|Income Before Income Taxes                  | 1,204         | 3,137         | 2,018         | 3,872         | 4,063        
|Income Tax Provision                        | (953)         | (1,285)       | (825)         | (1,421)       | (1,556)      
|Net Income                                  | 251           | 1,852         | 1,193         | 2,451         | 2,507        
|Preferred Stock Dividends                   | (202)         | (184)         | (91)          | (108)         | (108)        
|Accretion of Original Issue
Discount        | --            | (18)          | (54)          | (54)          | (54)         
|Net Income Available to Common Stockholders | $49           | $1,650        | $1,048        | $2,289        | $2,345       
|                                            |               |               |               |               |              
|Basic Net Income per
Share                  | $0.01         | $0.33         | $0.18         | $0.31         | $0.33        
|Diluted Net Income per
Share                | $0.01         | $0.29         | $0.18         | $0.29         | $0.28        
|                                            |               |               |               |               |              
|Weighted Avg Shares-Basic                   | 5,114,612     | 5,056,456     | 5,769,905     | 7,495,337     | 7,443,208    
|Weighted Avg Shares-Diluted                 | 5,573,439     | 6,167,634     | 6,237,089     | 8,330,409     | 8,667,192    
|                                            |               |               |               |               |              





As of

(in thousands)

|                           | June 30, 2005 | June 30, 2004 | June 30, 2003 | June 30, 2002 | June 30, 2001
|-------------------------- | ------------- | ------------- | ------------- | ------------- | -------------
|                           |               |               |               |               |              
|Cash and Cash Equivalents  | $ 7,046       | $ 6,587       | $ 5,168       | $12,086       | $8,945       
|Working Capital            | 4,991         | 4,944         | 5,906         | 12,455        | 10,553       
|Total Assets               | 28,621        | 26,530        | 20,405        | 26,023        | 24,594       
|Long Term Liabilities      | 5,717         | 6,582         | 6,672         | 5,136         | 5,296        
|Series C Preferred Stock   | 93            | 93            | 165           | 617           | 563          
|Series D Preferred Stock   | 2,510         | 2,510         | --            | --            | --           
|Total Stockholders' Equity | 9,984         | 9,471         | 7,482         | 15,609        | 14,005       
|                           |               |               |               |               |              



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

The following discussion and analysis provides information that the Company's management believes is relevant to an assessment and understanding of the Company's results of operations and financial condition. The discussion should be read in conjunction with the financial statements and footnotes that appear elsewhere in this Annual Report filed on Form 10-K. This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1993 and Section 21E of the Securities Exchange Act of 1934. The words "believe," "expect," "anticipate," "intend," "estimate," and other expressions that predict or indicate future events and trends, and that do not relate to historical matters, identify forward-looking statements. Such statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.



Executive Overview



In the period described in this report, the Company's net revenues increased substantially in the Gift Delivery Services over the same period in the prior year. The Company realized revenues in the Calyx segment for the entire twelve months ended June 30, 2005, whereas last fiscal year, the Company only realized Calyx revenues in the ten months following the August 29, 2003 acquisition of the Calyx business. The Retail Store and Corporate/Wholesale business experienced a decline in net revenues as compared to the same period last year.

The Company's consolidated gross profit increased in this period, primarily due to the increased sales in the PajamaGram, BearGram and TastyGram businesses.These increases were partially offset by decreased gross profits in the Retail and Corporate/Wholesale businesses.

While the dollar amount of consolidated gross profit had increased from the prior year, gross profit as a percentage of net revenue has decreased from the prior year. This is the result of package delivery costs increasing in all of the Company's business segments due to increased fuel and other ancillary surcharges imposed by common carriers. were most significant in the Calyx segment as the Company continued to ship packages via Federal Express. During the second half of this year, the Company moved virtually all Calyx package delivery to United Parcel Service, its lower cost primary carrier.

The Company incurred higher unit costs in manufacturing for the BearGram segment attributed to reduced throughput earlier in this period as the Company transitioned its teddy bear manufacturing operations to modular manufacturing. The Company began the transition to modular manufacturing in February 2004 primarily in response to escalating worker's compensation costs related to repetitive motion injuries. In modular processes, employees work in teams or "modules" and rotate between manufacturing tasks performed to complete a bear in significantly shortened manufacturing cycles. The anticipated benefits to modular manufacturing, in addition to reduced worker's compensation costs, include reduced levels of work in process inventory and improved quality as problems are detected and addressed immediately when each bear is completed within the shortened cycle. With the transition completed, the Company is beginning to achieve higher levels of manufacturing efficiency with lower direct labor costs and improved employee satisfaction as employees no longer focus on a single operation and can work in a team environment.



The PajamaGram segment margins were impacted by the increased delivery costs and the result of increased revenues from products that traditionally have lower gross unit margins. This impact was partially offset by improved unit gross margins associated with the Company's transition to its own PajamaGram private labeled merchandise imported directly from its suppliers overseas.

While lower as a percent of net revenues, net marketing and selling expenses increased during the period described in this report. Increases in marketing expenses for the PajamaGram and newly added Calyx business were offset by decreases in marketing expenses for the BearGram, Corporate/Wholesale, Retail and TastyGram businesses during the period.

Increases in marketing and selling expenses for the PajamaGram, Calyx & Corolla, BearGram, along with increased call center costs were partially offset by decreases in marketing and selling expenses for the Retail Store, Corporate/Wholesale and TastyGram segments during the period. The Company realized marketing and selling expenses in the Calyx segment for the entire twelve month period ended June 30, 2005 versus only ten months in the period ended June 30, 2004 following the acquisition of the Calyx business on August 29, 2003. The Company reallocated advertising dollars between PajamaGram, Calyx & Corolla, and BearGram segments in a conscious effort to control and monitor marketing and selling expenses. As a result, marketing and selling expenses as a percentage of net revenues decreased during the periods described in this report as the Company.



The increase in General and Administrative expenses this period is primarily due to increased legal and financial advisory fees related to the Merger Agreement (see Item 3, Legal Proceedings) of $780,000, legal fees for defense costs related to settlement of the Class Action suit (see Item 3, Legal Proceedings) of $65,000, and $361,000 in legal fees related to the settlement of the New York lease dispute (see Item 3, Legal Proceedings).

The Company recorded legal settlement costs of $2,150,000 related to the settlement of the New York lease dispute (see Item 3, Legal Proceedings) during fiscal year 2005.

On May 16, 2005, The Vermont Teddy Bear Co., Inc. a New York corporation (the "Company") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Hibernation Holding Company, Inc., a Delaware corporation, and Hibernation Company, Inc., a Delaware corporation and wholly-owned subsidiary of Hibernation Holding Company, Inc. ("Merger Subsidiary"). Pursuant to the Merger Agreement, Merger Subsidiary will merge (the "Merger) with and into the Company, with the separate corporate existence of Merger Subsidiary ceasing and the Company continuing as the surviving corporation and a wholly-owned subsidiary of Hibernation Holding Company, Inc. At the effective time of the Merger (the "Effective Time"), each share of Company common stock and preferred stock issued and outstanding immediately prior to the Effective Time and not held by Hibernation Holding Company, Inc. will be converted into the right to receive $6.50 in cash per share of common stock (on an as-converted basis). Notwithstanding the foregoing, at the Effective Time certain security holders will exchange their existing Company stock and warrants for stock and warrants of Hibernation Holding Company, Inc. The consummation of the Merger is subject to certain terms and conditions customary for transactions of this type, including stockholder approval and completion of committed debt and equity financing.

A special meeting of the shareholders of The Vermont Teddy Bear Co., Inc. ("VTBC") was held at 10:00 a.m. EST on Wednesday, September 28, 2005, at VTBC's retail/manufacturing facility, 6655 Shelburne Road, Route 7, Shelburne, Vermont, for the following purposes:

1. 	To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger dated as of May 16, 2005 (the "Merger Agreement"), by and among VTBC, Hibernation Holding Company, Inc., a Delaware corporation ("Buyer") and Hibernation Company, Inc., a Delaware corporation ("Merger Sub"), pursuant to which, among other things, Merger Sub will be merged with and into VTBC (the "Merger"), with VTBC as the surviving corporation and: (1) each share of VTBC's common stock outstanding at the time of the merger (other than shares held by certain shareholders) will be converted into the right to receive $6.50 in cash; (2) each share of VTBC's Series C preferred stock outstanding at the time of the merger will be converted into the right to receive $6.50 for each share of VTBC's common stock into which such share of Series C preferred stock is eligible to be converted according to its terms, plus the amount of any accrued but unpaid dividends; and (3) each share of VTBC's Series D preferred stock outstanding at the time of the merger will be converted into the right to receive $6.50 for each share of VTBC's common stock into which such share of Series D preferred stock is eligible to be converted according to its terms, plus the amount of any accrued but unpaid dividends, as described in the accompanying proxy statement.

2. 	To consider and vote on any motion submitted to a vote of the shareholders to adjourn or postpone the special meeting to another time and place for the purpose of soliciting additional proxies.

3. 	To consider and vote upon any other matters that properly comes before the special meeting or any adjournments or postponements of the special meeting.



At this meeting the stockholders approved the Merger Agreement and, the closing of the Merger Agreement is expected to occur on or before September 30, 2005. If the merger is completed, the Company will no longer be owned by public shareholders and, as a private company, will file a Form 15 to notify the SEC that its public reporting duties are terminated.



Results of Operations

Comparison of Fiscal Year 2005 and Fiscal Year 2004



Net revenues for the fiscal year ended June 30, 2005 totaled $66,608,000, an increase of $10,780,000 from net revenues of $55,828,000 for the fiscal year ended June 30, 2004. By business segment, increases in PajamaGram revenues of $7,203,000, increased revenues attributable to the BearGram segment of $2,290,000, increases of $1,751,000 generated from the Calyx & Corolla floral delivery segment, and increased revenues of $41,000 in the TastyGram segment, were partially offset by $280,000 in decreased revenues to the Corporate/Wholesale segment, and $225,000 in decreased revenues attributable to the Retail Store segment. PajamaGram segment revenues increased as the Company increased catalog, television, and radio advertising in the fiscal year ended June 30, 2005. BearGram revenues increased as the Company increased television advertising in this segment. Calyx & Corolla revenues increased as the Company increased catalog advertising and as the Company realized revenues during the entire twelve months of fiscal year 2005. During the fiscal year ended June 30, 2004, the Company realized Calyx & Corolla revenues in the ten months subsequent to the August 29, 2003 acquisition date. Corporate/wholesale revenues declined due to a smaller corporate customer base as compared to the fiscal year ended June 30, 2004. Revenues in the Retail Store segment declined due to fewer tourists visiting the Company's factory retail store as construction work continued on the U.S. Route 7 Highway project.

Gross margin increased $4,839,000 to $36,300,000 for the fiscal year ended June 30, 2005, from $31,461,000 for the fiscal year ended June 30, 2004. The gross margin dollars in the PajamaGram segment increased $3,878,000, gross margin in the BearGram segment increased $1,370,000, and the gross margin in the TastyGram segment increased $1,000. These increases were offset by a gross margin decrease in the Retail segment of $198,000, Corporate/Wholesale segment gross margin decrease of $188,000, and Calyx & Corolla segment gross margin decrease of $24,000. During the fiscal year ended June 30, 2004, the Company realized gross margins in the ten months subsequent to the August 29, 2003 acquisition date. The gross margin dollar decreases in the Retail Store and Corporate/Wholesale segments were primarily the result of lower net revenues in each of these segments. Package delivery costs have increased in all of the Company's business segments due to increased fuel and other ancillary surcharges imposed by common carriers. Gross margin as a percentage of net revenue decreased to 54.5 percent from 56.4 percent in the fiscal year ended June 30, 2005 compared to the same period in the previous year. The decrease of 4.9 percentage points in the Calyx & Corolla segment resulted from increased delivery costs during the period. The Calyx & Corolla gross margin as a percentage of net revenues is less than the Company's overall gross margin percentage, contributing to the Company's decrease in consolidated gross margin as a percentage of net revenues. The PajamaGram segment decrease of 2.2 percentage points resulted from increased delivery costs. The PajamaGram gross margin decrease was partially offset by improved unit gross margins associated with the Company's transition to private label goods imported directly from suppliers in Asia. The gross margin decrease of 2.8 percentage points in the TastyGram gift delivery service segment is primarily attributed to increased delivery costs. The Corporate/Wholesale segment decreased 9.6 gross margin percentage points due to decreased volume of imported teddy bears, which traditionally have higher unit margins than the Company's domestically made teddy bear products. The Retail Store segment experienced a decrease of 1.9 gross margin percentage points due to lower sales volume of imported teddy bears in this segment and the November factory seconds sale. The BearGram segment maintained the same gross margin percent in fiscal year ended June 30, 2005 as the Company experienced in this segment during the fiscal year ended June 30, 2004. Increased delivery costs, increased costs from the recently expanded fulfillment and distribution center were offset by improved bear unit manufacturing costs. The Company has transitioned its teddy bear manufacturing operations to modular manufacturing. In modular processes, employees work in teams or "modules" and rotate between manufacturing tasks performed to complete a bear in significantly shortened manufacturing cycles. The anticipated benefits to modular manufacturing, in addition to reduced worker's compensation costs, include reduced levels of work in process inventory which is already recognized in the Company's inventory balances and improved quality as problems are detected and addressed immediately when each bear is completed within the shortened cycle.



Marketing and selling expenses increased $2,510,000 to $24,405,000 for the fiscal year ended June 30, 2005, from $21,895,000 for the fiscal year ended June 30, 2004, corresponding to an increase in net revenues during the fiscal year ended June 30, 2005, PajamaGram segment marketing and selling costs increased $1,694,000 as the Company increased the segment's catalog, television and radio advertising. Call center and customer service costs increased $742,000 due to larger call volumes associated with higher revenues during the period. Marketing and selling costs associated with the Calyx & Corolla segment increased $526,000 primarily as a result of catalog costs being amortized over a twelve-month period during fiscal year ended June 30, 2005 as compared to ten months of amortization during fiscal 2004 following the August 29, 2003 acquisition. The Retail segment's marketing and selling costs increased $46,000. These increases were partially offset by decreased BearGram segment advertising costs, which include radio, television, catalog, Internet and print costs, of $378,000, decreased Corporate/Wholesale marketing and selling costs of $85,000 and decreased TastyGram marketing and merchandising costs of $35,000 as compared to the fiscal year ended June 30, 2004. The Company is continuing to reallocate its advertising expenditures between business segments depending on segment response rates and performance at different times of the year. Marketing and selling expenses as a percent of net revenues decreased to 36.6 percent for the fiscal year ended June 30, 2005 from 39.2 percent for the fiscal year ended June 30, 2004.

General and Administrative expenses increased $2,161,000 to $7,964,000 for the fiscal year ended June 30, 2005, compared to $5,803,000 for the fiscal year ended June 30, 2004. The Company incurred increased legal and financial advisory fees of $780,000 related to the Merger Agreement (see Note 1), legal fees of $361,000 related to the settlement of the New York lease dispute (see Note 10), and legal fees for defense costs related to settlement of the Class Action suit of $65,000. Order processing fees increased $295,000 as a result of higher revenues. Employee benefit costs increased year over year by $125,000 due to increased healthcare and employee benefit costs. Buildings and maintenance and telephone costs were higher by $154,000 and $79,000, respectively, in the fiscal year ended June 30, 2005 as compared to the fiscal year ended June 30, 2004. Building and maintenance costs increased in fiscal year 2005 as the result of unanticipated reductions in maintenance activities in the fiscal year 2004. Telephone costs increased during fiscal year 2005 as compared to fiscal year 2004 due to a one-time credit obtained in the prior year period. As a percentage of net revenues, including the additional expenses related to increased legal and financial advisory fees, general and administrative costs increased to 12.0 percent for the fiscal year ended June 30, 2005, from 10.4 percent for the fiscal year ended June 30, 2004. The additional expense related to the increased legal and financial advisory fees related to the Merger Agreement represents 1.2 percent of net revenue for the fiscal year ended June 30, 2005. The additional legal expense related to the settlement of the New York lease dispute represents 0.5 percent of net revenue for the fiscal year ended June 30, 2005. The additional expense for defense costs related to settlement of the Class Action suit represent 0.1 percent of net revenue for the fiscal year ended June 30, 2005.

The Company recorded legal settlement costs of $2,150,000 related to the settlement of the New York lease dispute (see Item 3, Legal Proceedings) during fiscal year 2005. The expense related to the settlement of the New York lease dispute represents 3.2 percent of net revenue for the fiscal year ended June 30, 2005.

Interest expense decreased to $643,000 for the fiscal year ended June 30, 2005 due to the reduction of long-term debt obligations, compared to $675,000 for the fiscal year ended June 30, 2004. Interest income increased to $56,000 as a result of higher average cash balances in the fiscal year ended June 30, 2005, compared to $43,000 for the fiscal year ended June 30, 2004.

The Company has recorded a tax provision of $953,000 for the fiscal year ended June 30, 2005, an effective income tax rate of 79.1 percent. The variance in the effective rates is primarily due to the capitalization of the transaction costs related to the Merger Agreement for income tax purposes. The Company recorded a tax provision of $1,285,000 for the fiscal year ended June 30, 2004, resulting in an effective income tax rate of 41.0 percent.

As a result of the foregoing factors and the Series A Preferred Stock dividends of $72,000, the Series C Preferred Stock dividends of $6,000, and the Series D Preferred Stock dividends of $125,000, the net income available to Common Stockholders for the fiscal year ended June 30, 2005 was $156,000, compared to a net income available to Common Stockholders of $1,650,000 for the fiscal year ended June 30, 2004.



Comparison of Fiscal Year 2004 and Fiscal Year 2003

Net revenues for the fiscal year ended June 30, 2004 totaled $55,828,000, an increase of $15,553,000 from net revenues of $40,275,000 for the fiscal year ended June 30, 2003. By business segment, increases in PajamaGram revenues of $2,116,000, increases of $318,000 in Corporate/Wholesale segment, and new revenues of $15,719,000 generated from the recently acquired Calyx and Corolla floral delivery segment were partially offset by $2,081,000 in decreased revenues attributable to the BearGram gift delivery service, $436,000 in decreased revenues attributable to the Retail Store segment, and $83,000 in decreased revenues to the TastyGram segment. Revenues in the PajamaGram segment increased as the Company increased catalog and television advertising and revenues in the BearGram segment decreased as the Company curtailed radio in this segment in the fiscal year ended June 30, 2004. Revenues in the Retail Store segment declined due to fewer tourists visiting the Company's factory retail store in the fiscal year ended June 30, 2004.

Gross margin increased $6,670,000 to $31,461,000 for the fiscal year ended June 30, 2004, from $24,791,000 for the fiscal year ended June 30, 2003. The gross margin dollar increase of $1,445,000 in the PajamaGram segment, an increase of $192,000 in the Corporate/Wholesale segment, an increase of $23,000 in the TastyGram segment, and the $7,464,000 gross margin contribution from the recently acquired Calyx & Corolla segment for the fiscal year ended June 30, 2004, were partially offset by the gross margin dollar decrease of $2,090,000 in the BearGram segment and the $364,000 decrease in the Retail Store segment, primarily the result of lower net revenues in these segments. Gross margin as a percentage of net revenue decreased to 56.4 percent from 61.6 percent in the period. Increased bear unit manufacturing costs as domestic bear production volume was adjusted to the Company's lower net revenues and increased delivery costs resulted in a 2.7 percentage point decrease in gross margin as a percentage of net revenues in the BearGram segment. The decrease of 2.4 percentage points in the Retail Store segment is associated with higher domestic unit costs in this segment. An increase of 4.1 percentage points in the PajamaGram segment resulted from improved unit gross margins associated with the Company's transition to private label goods imported directly from suppliers in Asia and product mix changes which more than offset increased delivery costs in the period. The gross margin increase of 10.7 percentage points in the TastyGram gift delivery service segment is attributed to higher unit gross margins and improved product mix in this segment which more than offset increased delivery costs as compared to the fiscal year ended June 30, 2003. Gross margin in the recently acquired Calyx & Corolla segment, was 47.5 percent for the ten months from the date of acquisition. This is less as a percentage of net revenues than the Company's overall gross margin percentage, contributing to the Company's decrease in gross margin as a percentage of net revenues. During this fiscal year, the Calyx & Corolla gross margin was negatively impacted by $62,000 of costs related to the relocation of Calyx & Corolla's fulfillment and inventory operations to the Company's Shelburne, Vermont location.

Marketing and Selling expenses increased $4,567,000 to $21,895,000 for the fiscal year ended June 30, 2004, from $17,328,000 for the fiscal year ended June 30, 2003. Increased PajamaGram catalog and television advertising costs of $356,000 and $5,127,000 in marketing and selling costs associated with the Company's recently acquired Calyx & Corolla segment were partially offset by decreased BearGram advertising costs of $579,000, which include radio, television, catalog, Internet and print costs as the Company scaled back its radio advertising, decreased TastyGram radio marketing and merchandising costs of $242,000, decreased call center and customer service costs of $5,000, decreased Retail Store costs of $57,000, and decreased Corporate/Wholesale marketing and selling costs of $33,000 during the fiscal year ended June 30, 2004. Marketing and selling expenses as a percent of net revenues decreased to 39.2 percent for fiscal year ended June 30, 2004 from 43.0 percent for the fiscal year ended June 30, 2003. Calyx & Corolla Marketing and Selling costs include $40,000 in temporary occupancy costs and $9,000 in salaries and other costs related to the relocation of Calyx & Corolla's operations to the Company's Shelburne, Vermont location. Calyx & Corolla Marketing and Selling costs also include $60,000 in wage and severance costs for employees at the Vero Beach, Florida location whose positions were eliminated during this period. The wage costs savings were partially offset by adding staff at the Shelburne, Vermont location.

General and Administrative expenses increased to $5,803,000 for the fiscal year ended June 30, 2004, compared to $4,983,000 for the fiscal year ended June 30, 2003. As a percentage of net revenues, general and administrative expenses decreased to 10.4 percent for the fiscal year ended June 30, 2004, from 12.4 percent for the fiscal year June 30, 2003. General and administrative expenses for the fiscal year ended June 30, 2004 include $950,000 of expenses attributable to Calyx & Corolla, of which $19,000 are related to the relocation of Calyx & Corolla's information technology operations to the Company's Shelburne, Vermont location. Calyx & Corolla General and Administrative costs also include $127,000 in wage and severance costs for employees at the Vero Beach, Florida location whose positions were eliminated during this period. The wage costs savings are partially offset by adding staff at the Shelburne, Vermont location.

Interest expense increased to $675,000 due to increased long term debt obligations associated with the acquisition of Calyx & Corolla for the fiscal year ended June 30, 2004, compared to $606,000 for the fiscal year ended June 30, 2003. Interest income decreased to $43,000 as a result of lower average cash balances in the fiscal year ended June 30, 2004, compared to $138,000 for the fiscal year ended June 30, 2003.



The Company has recorded a tax provision of $1,285,000 for the fiscal year ended June 30, 2004, an effective income tax rate of 40.96 percent. The Company recorded a tax provision of $825,000 for the fiscal year ended June 30, 2003, an effective income tax rate of 40.9 percent.

As a result of the foregoing factors and the Series A Preferred Stock dividends of $72,000, the Series C Preferred Stock dividends of $7,900, the accretion of an original issue discount of $18,000, and the Series D Preferred Stock dividends of $104,000, the net income available to Common Stockholders for the fiscal year ended June 30, 2004 was $1,650,000, compared to a net income available to Common Stockholders of $1,048,000 for the fiscal year ended June 30, 2003.



Quarterly Results of Operations

The following table provides unaudited quarterly consolidated results of operations for each quarter of fiscal years 2005 and 2004. The Company believes this unaudited information has been prepared substantially on the same basis as the annual audited consolidated financial statements and all necessary adjustments have been included in the amounts stated below to present fairly the Company's results of operations. The operating results for any quarter are not necessarily indicative of the operating results for any future period.



(in thousands, except per share data)

|                                                   | June 30
2005 | Mar 31
2005 | Dec 31 2004 | Sept 30 2004 | June 30
2004 | Mar 31
2004 | Dec 31 2003 | Sept 30 2003
|-------------------------------------------------- | ------------ | ----------- | ----------- | ------------ | ------------ | ----------- | ----------- | ------------
|                                                   |              |             |             |              |              |             |             |             
|Net Revenues                                       | $ 18,768     | $ 25,574    | $ 16,128    | $ 6,138      | $ 17,359     | $ 20,078    | $ 13,410    | $ 4,980     
|Cost of Goods Sold                                 | 9,195        | 10,879      | 7,048       | 3,186        | 8,185        | 8,197       | 5,756       | 2,228       
|Gross Profit                                       | 9,573        | 14,695      | 9,080       | 2,952        | 9,174        | 11,881      | 7,654       | 2,752       
|Marketing & Selling                                | 7,134        | 8,721       | 6,730       | 1,819        | 7,330        | 7,525       | 5,239       | 1,801       
|General & Administrative                           | 2,629        | 2,399       | 1,714       | 1,222        | 1,476        | 1,762       | 1,488       | 1,077       
|Legal Settlement                                   | --           | 2,150       | --          | --           | --           | --          | --          | --          
|Total Operating Expenses                           | 9,763        | 13,270      | 8,444       | 3,041        | 8,806        | 9,287       | 6,727       | 2,878       
|Operating Income(Loss)                             | (190)        | 1,425       | 636         | (89)         | 368          | 2,594       | 927         | (126)       
|Other Income(Expense)                              | (127)        | (136)       | (162)       | (153)        | (150)        | (158)       | (177)       | (141)       
|Income (Loss) Before Income Taxes                  | (317)        | 1,289       | 474         | (242)        | 218          | 2,436       | 750         | (267)       
|Income Tax (Provision) Benefit                     | 160          | (1,018)     | (194)       | 99           | (89)         | (998)       | (307)       | 109         
|Net Income (Loss)                                  | (157)        | 271         | 280         | (143)        | 129          | 1,438       | 443         | (158)       
|Preferred Stock Dividends                          | (50)         | (50)        | (51)        | (51)         | (50)         | (50)        | (52)        | (31)        
|Accretion of Original Issue Discount               | --           | --          | --          | --           | --           | --          | (5)         | (14)        
|Net Income (Loss) Available to Common Stockholders | (207)        | $ 221       | $ 229       | $ (194)      | $ 79         | $ 1,388     | $ 386       | $ (203)     
|Basic Net Income (Loss) Per Share                  | $(0.04)      | $0.04       | $0.04       | $(0.04)      | $0.02        | $0.27       | $0.08       | $(0.04)     
|Diluted Net Income (Loss) Per Share                | $(0.04)      | $0.04       | $0.04       | $(0.04)      | $0.01        | $0.22       | $0.07       | $(0.04)     





As of June 30, 2005, the Company did not have an interest in any off-balance sheet arrangements.

Liquidity and Capital Resources

As of June 30, 2005, the Company's cash position had increased to $7,046,000, from $6,587,000 at June 30, 2004. Cash increases consisted of $252,000 in net income for the year, increases in accrued expenses of $1,825,000, and increases in accounts payable of $753,000 and were partially offset by a $1,176,000 decrease in inventory, and $939,000 in payments on long term debt and capital lease obligations.



On September 27, 2002, the Company closed on two loan facilities with Banknorth, N.A. These facilities consisted of a 4.79 percent fixed rate per annum term loan in the amount of $3,000,000 for the repurchase of the Company's capital stock and a variable rate revolving line of credit in an amount up to $4,000,000 for working capital needs. The fixed rate term loan will be paid by monthly payments of principal and interest over a term of five years. The 4.79 percent fixed rate, determined at the closing of the loan, was equal to the 2.5 year term Federal Home Loan Bank rate plus 200 basis points. The revolving line of credit in the amount of $4,000,000 shall be repaid on its second anniversary, at which time all principal outstanding plus accrued and unpaid interest shall be due. On December 28, 2004, Banknorth extended the maturity date for the line of credit until November 30, 2006. During the term of the revolving line of credit, the Company will make monthly payments of interest on the outstanding principal balance. The interest rate payable on borrowings under the revolving line of credit will be primarily at LIBOR (for 30, 60, and 90 day periods) plus 220 basis points (except that no more than three LIBOR based borrowings will be allowed at any one time). Any borrowings the Company plans to repay in less than 30 days will be at the Wall Street Journal prime rate. At June 30, 2005 there were no outstanding borrowings on the Banknorth, N.A. revolving line of credit.

In connection with the two loan facilities with Banknorth, N.A., the Company amended the lease agreement with its lessor in the sale-leaseback transaction involving its factory headquarters in Shelburne, VT to incorporate the terms of lessor's refinancing of the building at a lower interest rate. Under the lease amendment, the lessor agreed to pass along interest savings by way of reduced rent payments under the lease agreement with the Company. In consideration for the lease amendment, the Company extended the period of exercise on the lessor's previously issued warrants until September 27, 2009. The Company will amortize the fair value of the warrant modification, $84,000, to interest expense over the remaining lease term of approximately 15 years.

On October 16, 2002, Banknorth, N.A. funded the $3,000,000 fixed rate term loan, which was used, along with cash on hand, for the repurchase of 3,149,266 shares of the Company's common stock pursuant to the aforementioned Tender Offer.



On August 29, 2003, the Company closed on the $1,000,000 Acquisition Loan facility with Banknorth, N.A. for the acquisition of substantially all of the assets and the assumption of certain liabilities of the floral delivery business Calyx & Corolla from Equity Resource Partners, LLC. The Acquisition Loan is being repaid by monthly payments of principal and interest over a term of five years. The Company had the option to select one of two interest rate options, as follows: (i) a variable rate equal to either the bank's prime rate minus 0.50% (adjusted daily) or (ii) LIBOR (for 30, 60, 90 day interest periods) plus 2.20% (except that no more than three LIBOR based borrowings would be allowed at any one time). The Acquisition Loan was subject to an origination fee of 0.25% of the principal amount. At closing, the Company selected a 3.32 percent interest rate based on the 30 day LIBOR rate.

As a result of the exercise of certain employee stock options during the fiscal year ended June 30, 2005, the Company realized a tax benefit of approximately $165,000 in fiscal year 2005. As a result of the exercise of certain employee stock options during the fiscal year ended June 30, 2004, the Company realized a tax benefit of approximately $62,000 in fiscal year 2004. These benefits have been reflected as increases to additional paid in capital in the accompanying consolidated financial statements.

The Company's capital expenditures in fiscal year 2005 consisted primarily of equipment related to the Company's operations. Capital expenditures were $1,237,321, $194,473 and $457,529 in fiscal years 2005, 2004, and 2003 respectively. Increases in capital expenditures in fiscal year 2005 are primarily related the upgrades in systems technology and the 60,400 square foot expansion of the Company's warehouse and fulfillment center.

The Company's sales are heavily seasonal, with Valentine's Day, Mother's Day and Christmas as the Company's largest sales seasons, resulting in fluctuations in working capital obligations similar to those incurred during the same periods in past years.

The Company intends to continue to invest in support of its growth strategy. These investments include primarily continued advertising and marketing programs designed to enhance the Company's brand name recognition, retain and acquire new customers, expand its current product offerings and further develop its web site and operating infrastructure.



The Company was a party in a suit against Madison Realty Company in the Supreme Court of the State of New York, County of New York, seeking a declaration that a lease with 538 Madison Realty Company was terminated. The Company pursued all of its legal remedies to resolve the litigation favorably by decision or settlement. On April 28, 2005, the Company executed a Settlement and Release Agreement (the "Settlement Agreement") with 538 Madison Realty Company. Under the Settlement Agreement, the Company agreed to pay 538 Madison Realty Company a settlement amount of $2.35 million and the parties exchanged releases. Of this settlement amount, $1.15 million was paid by the Company upon execution of the Settlement Agreement, including the release of a security deposit previously held by 538 Madison Realty Company in the amount of $150,000. The remaining $1.2 million has been recorded as a liability and will be paid by the Company on or before March 15, 2006, without interest.

Contractual Obligations

The following is a summary of the Company's contractual commitments and other obligations as of June 30, 2005. The Company's Other Long-Term Obligations are comprised of employment contracts and certain consulting arrangements.

Contractual Obligations

Payments due by fiscal period

|Contractual
Obligations                             | Total          | Amounts representing interest | Sub total   | 1-3 years   | 3-5 years  | More than 5 years
|--------------------------------------------------- | -------------- | ----------------------------- | ----------- | ----------- | ---------- | -----------------
|Long-Term Debt Obligations                          | $1,781,400     | ($124,177)                    | $1,905,577  | $1,855,147  | $50,430    | --               
|Capital Lease Obligations                           | $4,801,073     | ($3,704,192)                  | $8,505,265  | $2,111,652  | $1,407,768 | $4,985,845       
|Operating Lease Obligations                         | $8,415,482     | --                            | $8,415,482  | $3,457,751  | $1,695,567 | $3,262,164       
|Series A Preferred Stock Dividends                  | $648,000 (A)   | --                            | $648,000    | --          | --         | $648,000         
|Series C & D Redeemable Preferred Stock Obligations | $2,860,023     | --                            | $2,860,023  | $2,200,906  | $659,117   | --               
|Purchase Obligations                                | $994,425       | --                            | $994,425    | --          | --         | --               
|Other Long-Term Liabilities                         | $2,093,583 (B) | --                            | $2,093,583  | $2,093,583  | --         | --               
|Total                                               | $21,593,986    | ($3,828,369)                  | $25,422,355 | $12,713,464 | $3,812,882 | $8,896,009       

1. Amount represents Series A cumulative dividends inception to date. Timing of payments is unknown. Such amount will continue to accumulate at $72,000 per year.
2. Other long-term liabilities include legal settlement relating to New York lease dispute totaling $1,200,000.



Contingencies

On April 29, 2005, in conjunction with the Settlement Agreement, the Company evaluated financial covenants and received consents from its lender, Banknorth, N.A. and W.P. Carey & Co. LLC, the Company's landlord in a sale-leaseback financing transaction relating to its retail/manufacturing facility in Shelburne, Vermont. The Company amends certain financial covenants in regards to the charge of $2,150,000 attributable to payments made to 538 Madison Realty Company LLC pursuant to the Settlement Agreement.

Significant Vendors

The Company relies on certain vendors for purchases of products and raw materials. In the BearGram segment, the top three vendors represent 56.7 percent of the products purchased for that segment. In the PajamaGram segment, the top four vendors represent 68.6 percent of the products purchased for that segment. In the Calyx & Corolla segment, one vendor represents 16.1 percent of the Calyx & Corolla products purchased. In the TastyGram segment, two vendors represent 24.0 percent of the products purchased in that segment.

In the Retail segment, one vendor represents 9.5 percent of the products purchased in the Retail segment. In the Corporate/Wholesale segment, one vendor represents 14.2 percent of the products purchased in the Corporate/wholesale segment.



Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their impact cannot be determined with absolute certainty. Therefore the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

We believe application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are constantly reevaluated, and adjustments are made when facts and circumstances dictate a change.

We have identified certain critical accounting policies, which are described below:

Inventory Valuation



The Company carries its inventory at the lower of cost or market on a first-in, first-out basis. The Company makes certain assumptions to adjust inventory based on historical experience and current information in order to assess that inventory is recorded properly at the lower of cost or market. If actual market conditions are less favorable than those projected by management, additional inventory adjustments may be required. These adjustments can have a significant impact on future operating results and financial position.

Providing for Litigation Contingencies



The Company is involved in litigation incidental to its business, the disposition of which is expected to have no material effect on the Company's financial position or results of operations. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by differences between the Company's assumptions related to these proceedings and actual results. The Company accrues its best estimate of the probable cost for the resolution of legal claims. Such estimates are developed in consultation with outside counsel handling these matters and are based upon a combination of litigation and settlement strategies. To the extent additional information arises, it is possible that the Company's best estimate of its probable liability in these matters may change.

Returns and Allowances Provision

The Company accrues a provision for returns and allowances. The Company makes certain assumptions to adjust this provision based on historical experience and current information in order to assess that the provision is estimated properly. If actual market conditions are less favorable than those projected by management, additional adjustments to the provision may be required. These adjustments can have a significant impact on future operating results and financial position.

Goodwill and Indefinite Lived Intangibles

The Company acquired Calyx & Corolla, Inc. on August 29, 2003. This acquisition resulted in $5,383,000 of goodwill and other indefinite lived intangible assets. The Company will test goodwill and other indefinite lived intangible assets for impairment at least annually. The Company completed its impairment testing as of June 30, 2005. Management's estimates of market values, projections of future cash flows and other factors are significant factors in testing goodwill and indefinite lived intangible assets for impairment. If these estimates or projections change in the future, the Company may be required to record an impairment charge. These adjustments can have a significant impact on future operating results and financial position.

Income Tax Provision

The Company provides for income taxes at rates equal to our combined federal and state effective rates, however, certain estimates are made based on historical experience and various other assumptions that are believed to be reasonable under the circumstances. Subsequent revisions to the estimated net realizable value of deferred tax assets, deferred tax liabilities and other income tax liabilities could cause our provision for income taxes to vary significantly from period to period.



Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No.123R, Share-Based Payment. SFAS No. 123R is a revision of SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires entities to recognize stock compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards (with limited exemptions). SFAS No. 123R is effective for the first annual reporting period that begins after June 15, 2005. The Company is evaluating the two methods of adoption allowed by SFAS No. 123R; the modified-prospective transition method and the modified-retrospective transition method and does not believe adoption of SFAS No. 123R will have a material effect on its consolidated financial position, results of operations or cash flows.

On November 29, 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and waste material. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not believe adoption of SFAS No. 151 will have a material effect on its consolidated financial position, results of operations or cash flows.



Related Party Transactions



On December 31, 1996, the Company entered into a consulting agreement with Venture Management Group, Inc. Fred Marks, Chairman of the Company's Board of Directors, is President of Venture Management Group, Inc. The terms of this agreement commenced on January 1, 1997 and will terminate on December 31, 2006, unless earlier terminated in accordance with the agreement. In consideration of the consulting services to be provided, the Company incurred fees of $65,000 for each of the three years ended June 30, 2005, 2004, and 2003.

On November 3, 1998, the Company entered into a management agreement with TSG Equity Partners, LLC (formally The Shepherd Group, LLC). Thomas R. Shepherd, a Director of the Company, is Chairman of TSG Equity Partners, LLC. The terms of this agreement commenced on November 3, 1998 and will terminate on the earlier to occur of (i) the holders of Series C Preferred Stock cease to own at least fifteen percent of its original Series C Preferred Stock investment or (ii) ten years from the commencement of the agreement. Under the management agreement, TSG Equity Partners, LLC provides a range of specific financial and related management services to the Company. In consideration of the management services to be provided, the Company incurred fees of $25,000 for each of the fiscal years 2005 and 2004, and $29,167 for fiscal year 2003.

On April 9, 2001, Elisabeth B. Robert, a director and Chief Executive Officer of the Company, entered into a Demand Note with the Company to borrow up to $140,000 to finance certain income tax obligations related to her exercise of stock options. The amount borrowed under this agreement was $43,669. Included in Deposits and other assets was this recourse demand note from Elisabeth Robert. The loan balance which was $0 and $3,646 as of June 30, 2005 and 2004, respectively was repaid in weekly amounts of principal and interest through payroll deductions such that the entire amount will be paid by the end of the term of Ms. Robert's employment agreement with the Company dated November 21, 2001. The interest rate on the note was a floating rate equal to the "applicable federal rate" on short term borrowings as defined by Section 1274(a) of the Internal Revenue Code and the note was secured by a stock pledge agreement from Ms. Robert.

On July 1, 2004, the Company entered into a management agreement with Andrew Williams, a Director of the Company, pursuant to which Mr. Williams serves as a consultant to the Company and provides management services relating to the floral industry. The term of the management agreement commenced on July 1, 2004 and will terminate on June 30, 2005. In consideration for the management services to be provided, the Company incurred fees of $25,000 for fiscal year 2005.

During fiscal years 2005 and 2004, the Company's Calyx & Corolla segment utilized floral delivery services from FloralSource International, LLC. Andrew Williams, a Director of the Company, is Chief Executive Officer of FloralSource International, LLC. During fiscal years 2005 and 2004, the Company incurred fees from FloralSource International, LLC of $39,535 and $33,562, respectively.



Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company's earnings and cash flows are subject to fluctuations due to changes in interest rates primarily from its investment of available cash balances in money market funds. Under its current policies, the Company does not use market rate sensitive instruments to manage exposure to interest rate changes. A ten percent fluctuation in interest rates would not have a material impact on the Company's ability to meet its financial obligations.



Item 8. Financial Statements and Supplementary Data

The list of financial statements set forth under the caption "Index to the Consolidated Financial Statements" on page 61 below is incorporated herein by reference.



Item 9. Changes In and Disagreements With Accountants on

Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures





(b) InternalControl over Financial Reporting. Since the date of the evaluation described above, there have not been any significant changes in our internal accounting controls or in other factors that could significantly affect those controls, other than the remediation effects discussed above.



PART III

Item 10. Directors and Executive Officers of the Registrant

Incorporated by reference from the portions of the Company's Definitive Proxy Statement for its 2005 Annual Meeting entitled "Voting Securities and Principal Holders Thereof", "Meetings of the Board of Directors and its Committees," "Section 16(a) Beneficial Ownership Reporting Compliance," "Proposal to have Common Stockholders Elect Directors," and "Proposal to have Series C Preferred Stockholders Elect Directors".

The Code of Ethics was adopted on August 5, 2004 subsequent to the close of the fiscal year end June 30, 2004 reporting period. The Company's Code of Ethics is available at the Company's web-site www.vermontteddybear.com. A copy of the Company's Code of Ethics is included as Exhibit 14 to this annual report. The Company will provide a copy of the Code of Ethics, without charge, upon request. Requests for copies of the Company's code of ethics can be made by sending an e-mail IR@vtbear.com or by mailing a request to Vermont Teddy Bear Co., Inc., P.O. Box 965, Shelburne, VT 05482, Attn: Investor Relations.

The Company is not aware of any director, officer or beneficial owner of more than 10% of any class of the Company's registered equity securities who failed to file on a timely basis reports required by section 16(a) of the Exchange Act.



Item 11. Executive Compensation

Incorporated by reference from the portions of the Company's Definitive Proxy Statement for its 2005 Annual Meeting entitled "Compensation of Directors and Officers," "Stock Options" and "Aggregated Option Exercises."



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Incorporated by reference from the portions of the Company's definitive Proxy Statement for its 2005 Annual Meeting entitled "Voting Securities and Principal Offerings Thereof."

Equity Compensation Plan Information

The following table shows the number of securities to be issued upon exercise of outstanding stock options under all equity compensation plans of the Company, the weighted average exercise price of the outstanding options and the number of securities remaining for future issuance under the plans.

|                                                                                                                                | (a)                                                                                         | (b)                                                                         | (c)                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------
|Plan category                                                                                                                   | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|Equity compensation plans approved by security holders
1993 Incentive Stock Option Plan
Non-employee Director Stock Option Plan | 717,980
182,900                                                                             | 2.21
3.81                                                                   | --
135,667                                                                                                                                 
|Equity compensation plans not approved by security holders                                                                      | --                                                                                          | --                                                                          | --                                                                                                                                         
|Total                                                                                                                           | 900,880                                                                                     | 2.54                                                                        | 135,667                                                                                                                                    

Item 13. Certain Relationships and Related Transactions

Incorporated by reference from the portions of the Company's definitive Proxy Statement for its 2005 Annual Meeting entitled "Interest in Certain Transactions."

Item 14. Principal Accounting Fees and Services



PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)	Documents filed as part of this Report:

(1)	Index to Consolidated Financial Statements:

Page

Report of Independent Registered Public Accounting Firm 			67

Consolidated Balance Sheets as of June 30, 2005 and June 30, 2004 		69



Consolidated Statements of Income for the years ended June 30, 2005, 	70

June 30, 2004 and June 30, 2003

Consolidated Statements of Stockholders' Equity for the years ended

June 30, 2005, June 30, 2004 and June 30, 2003				71

Consolidated Statements of Cash Flows for the years ended

June 30, 2005, June 30, 2004 and June 30, 2003				73



Notes to Consolidated Financial Statements					74

(2)	Index to Financial Statement Schedules:



All other information and financial statement schedules are omitted because they are not applicable, or not required, or because the required information is included in the financial statement or notes thereto.

(3)	Index to Exhibits



2               Merger Agreement dated May 16, 2005 and filed as Appendix A to the Company's Preliminary Proxy Statement (filed with the Securities and Exchange Commission on June 21, 2005 and incorporated herein by reference).

3.3	Restated Certificate of Incorporation of the Company (filed with the Securities and Exchange Commission as exhibit 3.3 to the Company's 1996 Annual Report on Form 10-KSB (File No. 33-69898) and incorporated herein by reference).

3.4	Amended and Restated By-Laws of the Company (filed with the Securities and Exchange Commission as exhibit 3.4 to the Company's 10-QSB for the quarter ended December 31, 1996 and incorporated herein by reference).

3.5	Restated Certificate of Incorporation of the Company (filed with the Securities and Exchange Commission as exhibit 3.5 to the Company's 10-QSB for the quarter ended September 30, 1998 and incorporated herein by reference).

3.6	Amended and Restated By-Laws of the Company (filed with the Securities and Exchange Commission as exhibit 3.6 to the Company's 10-QSB for the quarter ended September 30, 1998 and incorporated herein by reference).

4.1	Representative's Warrant issued to Barington Capital Group, L.P. upon the consummation of the initial public offering of the Company's Common Stock in November 1993 (filed with the Securities and Exchange Commission as exhibit 4.1 to the Company's 1993 Annual Report on Form 10-KSB (File No. 33-69898) and incorporated herein by reference).

4.2	Form of Common Stock Certificate (filed with the Securities and Exchange Commission as exhibit 4.2 to the Company's Registration Statement on Form SB-2 (File No. 33-69898) and incorporated herein by reference).

4.3	Form of Warrant, issued in connection with the private placement of 204,912 shares of the Company's Series B Convertible Preferred Stock (filed with the Securities and Exchange Commission as exhibit 4.3 to the Company's 1996 Annual Report on Form 10-KSB (File No. 33-69898) and incorporated herein by reference).

4.4	Form of Subscription Agreement issued in connection with the private placement of 204,912 shares of the Company's Series B Convertible Preferred Stock (filed with the Securities and Exchange Commission as exhibit 4.4 to the Company's 1996 Annual Report on Form 10-KSB (File No. 33-69898) and incorporated herein by reference).

4.5	Waiver of Joan H. Martin, dated April 12, 1996, issued in connection with waiver of accrued dividends on Series A Preferred Stock (filed with the Securities and Exchange Commission as exhibit 4.5 to the Company's 1996 Annual Report on Form 10-KSB (File No. 33-69898) and incorporated herein by reference).

4.6	Warrant to purchase 43,826.087 shares of the Company's Common Stock, dated April 12, 1996, issued in connection with Joan H. Martin's waiver of accrued dividends on Series A Preferred Stock (filed with the Securities and Exchange Commission as exhibit 4.6 to the Company's 1996 Annual Report on Form 10-KSB (File No. 33-69898) and incorporated herein by reference).

4.7	Stock Purchase Warrant Agreement, dated July 10, 1997, between the Company and	URSA (VT) QRS-30, Inc., in conjunction with the sale-leaseback of the Company's headquarters in Shelburne, Vermont (filed with the Securities and Exchange Commission as exhibit 4.7 to the Company's 1998 Annual Report 10-KSB (File No. 33-69898 and incorporated herein by reference).

4.8	Stock Purchase Warrant Agreement, dated December 31, 1997, in connection with the $200,000 Term Loan of Green Mountain Capital (filed with the Securities and Exchange Commission as exhibit 4.8 to the Company's 10-QSB for the quarter ended December 31, 1997, and incorporated herein by reference.)

4.9	Securities Purchase Agreement, dated September 25, 1998, between the Company and The Shepherd Group LLC, in connection with the Company's private placement of sixty shares of Series C Convertible Redeemable Preferred Stock (filed with the Securities and Exchange Commission as exhibit 10.47 to the Company's 1998 Annual Report 10-KSB (File No. 33-69898) and incorporated herein by reference).

4.10	Amendment, dated November 3, 1998, between the Company and The Shepherd Group LLC, to the Securities Purchase Agreement dated September 25, 1998 (filed with the Securities and Exchange Commission as exhibit 4.10 to the Company's 10-QSB for the quarter ended September 30, 1998 and incorporated herein by reference).

4.11	Form of Warrant, issued in connection with the private placement of the Company's Series C Convertible Redeemable Preferred Stock (filed with the Securities and Exchange Commission as exhibit 4.11 to the Company's 10-QSB for the quarter ended September 30, 1998 and incorporated herein by reference).

4.12	Warrant to purchase 42,500 shares of the Company's Common Stock, issued to URSA (VT) QRS 12-30, Inc., dated November 3, 1998, in connection with the issuance of the Company's Series C Convertible Redeemable Preferred Stock (filed with the Securities and Exchange Commission as exhibit 4.12 to the Company's 10-QSB for the quarter ended December 31, 1998 and incorporated herein by reference).

9             Form of Voting Agreement filed as Appendix F to the Company's Preliminary Proxy Statement

10.2	Stock warrants issued to Edmund H. Shea, Jr. IRA, Allan Lyons and William Maines in connection with the bridge financing prior to the initial public offering of the Company's Common Stock in November 1993 (a form of which was filed with the Securities and Exchange Commission as exhibit 10.2 to the Company's Registration Statement on Form SB-2 (File No. 33-69898) and incorporated herein by reference).

10.10	Incentive Stock Option Plan adopted by the Company on August 16, 1993, with form of Incentive Stock Option Agreement (filed with the Securities and Exchange Commission as exhibit 10.10 to the Company's Registration Statement on Form SB-2 (File No. 33-69898) and incorporated herein by reference).

10.11	Securities Purchase Agreement, dated June 10, 1987 between the Company and VTB Investment Group and Joan Hixon Martin (filed with the Securities and Exchange Commission as exhibit 10.11 to the Company's Registration Statement on Form SB-2 (File No. 33- 69898) and incorporated herein by reference).

10.12	Agreement, dated as of June 19, 1995, between the Company and John N. Sortino, providing the terms of Mr. Sortino's separation agreement with the Company (filed with the Securities and Exchange Commission as exhibit 10.12 to the Company's 10-KSB for the transition period ended June 30, 1995 and incorporated herein by reference).

10.13	Employment Agreement and Loan Arrangement, dated July 31, 1995, between the Company and R. Patrick Burns providing the terms of Mr. Burns' employment with the Company as Chief Executive Officer (filed with the Securities and Exchange Commission as exhibit 10.13 to the Company's 10-KSB for the transition period ended June 30, 1995 and incorporated herein by reference).

10.14	Employment Agreement, dated November 1, 1993, between the Company and Spencer C. Putnam (filed with the Securities and Exchange Commission as exhibit 10.14 to the Company's Registration Statement on Form SB-2 (File No.33-69898) and incorporated herein by reference).

10.17	Commitment Letter issued by Vermont National Bank, Burlington, Vermont, dated September 18, 1995, in connection with a Commercial Mortgage Loan and a Line of Credit Loan (filed with the Securities and Exchange Commission as exhibit 10.17 to the Company's 10-KSB for the transition period ended June 30, 1995 and incorporated herein by reference).

10.18	Loan Agreement, dated September 26, 1995, between the Company and Vermont National Bank regarding $3,500,000 Term Loan and $1,000,000 Line of Credit Loan (filed with the Securities and Exchange Commission as exhibit 10.18 to the Company's 10-KSB for the transition period ended June 30, 1995 and incorporated herein by reference).

10.19	Commercial Term Note, dated September 26, 1995, issued in connection with the $3,500,000 Term Loan of Vermont National Bank (filed with the Securities and Exchange Commission as exhibit 10.19 to the Company's 10-KSB for the transition period ended June 30, 1995 and incorporated herein by reference).

10.20	Commercial Time Note, dated September 26, 1995, issued in connection with the $1,000,000 Line of Credit Loan of Vermont National Bank (filed with the Securities and Exchange Commission as exhibit 10.20 to the Company's 10-KSB for the transition period ended June 30, 1995 and incorporated herein by reference).

10.24	Amended 1993 Incentive Stock Option Plan of the Company, amended as of November 28, 1995 (filed with the Securities and Exchange Commission as exhibit 10.24 to the Company's 10-QSB for the quarter ended March 31, 1995 and incorporated herein by reference).

10.25	Loan Agreement, dated December 26, 1995, between Green Mountain Capital, L.P. and the Company, in connection with a $500,000 Term Loan (filed with the Securities and Exchange Commission as exhibit 10.25 to the Company's 10-QSB for the quarter ended December 31, 1995 and incorporated herein by reference).

10.26	Convertible Note, dated December 26, 1995, in the principal amount of $200,000, issued in connection with the $500,000 Term Loan of Green Mountain Capital (filed with the Securities and Exchange Commission as exhibit 10.26 to the Company's 10-QSB for the quarter ended December 31, 1995 and incorporated herein by reference).

10.27	Stock Purchase Warrant Agreement, dated December 26, 1995, in connection with the $500,000 Term Loan of Green Mountain Capital (filed with the Securities and Exchange Commission as exhibit 10.27 to the Company's 10-QSB for the quarter ended December 31, 1995 and incorporated herein by reference).

10.28	Employment and Loan Agreements, dated June 30, 1996, between the Company and R. Patrick Burns (filed with the Securities and Exchange Commission as exhibit 10.28 to the Company's 1996 Annual Report on Form 10-KSB (File No. 33-69898) and incorporated herein by reference).

10.29	Employment Agreement, dated July 1, 1996, between the Company and Elisabeth B. Robert (filed with the Securities and Exchange Commission as exhibit 10.29 to the Company's 1996 Annual Report on Form 10-KSB (File No. 33-69898) and incorporated herein by reference).

10.30	Amended 1993 Incentive Stock Option Plan of the Company, amended as of November 22, 1996 (filed with the Securities and Exchange Commission as exhibit 10.30 to the Company's 10-QSB for the quarter ended December 31, 1996 and incorporated herein by reference).

10.31	Non-Employee Directors Stock Option Plan adopted by the Company on November 22, 1996 (filed with the Securities and Exchange Commission as exhibit 10.31 to the Company's 10-QSB for the quarter ended December 31, 1996 and incorporated herein by reference).

10.32	Employment Agreement, dated as of July 1, 1996, between the Company and Spencer C. Putnam (filed with the Securities and Exchange Commission as exhibit 10.32 to the Company's 10-QSB for the quarter ended December 31, 1996 and incorporated herein by reference).

10.33	Convertible Note, dated November 19, 1996, in the principal amount of $300,000, issued in connection with the $500,000 Term Loan of Green Mountain Capital (filed with the Securities and Exchange Commission as exhibit 10.33 to the Company's 10-QSB for the quarter ended December 31, 1996 and incorporated herein by reference).

10.34	Lease Agreement, dated October 24, 1996, in connection with the Company's lease of 2,600 square feet at 538 Madison Avenue in New York, New York (filed with the Securities and Exchange Commission as exhibit 10.34 to the Company's 1997 Annual Report 10-KSB (File No. 33-69898) and incorporated herein by reference).

10.35	Consulting Agreement, dated December 31, 1996, between the Company and Venture Management Group, Inc., regarding the provision of consulting services to the Company (filed with the Securities and Exchange Commission as exhibit 10.35 to the Company's 1997 Annual Report 10-KSB (File No. 33-69898) and incorporated herein by reference).

10.36	Lease Agreement, dated January 17, 1997, in connection with the Company's lease of 6,000 square feet at 55 Main Street in Freeport, Maine (filed with the Securities and Exchange Commission as exhibit 10.36 to the Company's 1997 Annual Report 10-KSB (File No. 33-69898) and incorporated herein by reference).

10.37	Lease Agreement, dated July 10, 1997 between the Company and URSA (VT) QRS-30, Inc., regarding the sale-leaseback of the Company's headquarters in Shelburne, Vermont (filed with the Securities and Exchange Commission as exhibit 10.37 to the Company's 1997 Annual Report 10-KSB (File No. 33-69898) and incorporated herein by reference).

10.38	Binding commitment letter, dated October 10, 1997, from Green Mountain Capital LP, in connection with a $200,000 term loan (filed with the Securities and Exchange Commission as exhibit 10.38 to the Company's 1997 Annual Report 10-KSB (File No. 33-69898) and incorporated herein by reference).

10.39 	Agreement, dated as of October 10, 1997, between the Company and R. Patrick Burns, providing the terms of Mr. Burns' separation and consulting agreement with the Company (filed with the Securities and Exchange Commission as exhibit 10.39 to the Company's 10-QSB for the quarter ended September 30, 1997 and incorporated herein by reference).

10.40	Employment Agreement, dated December 3, 1997, between the Company and Elisabeth B. Robert (filed with the Securities and Exchange Commission as exhibit 10.40 to the Company's 10-QSB for the quarter ended December 31, 1997 and incorporated herein by reference).

10.41	Loan Agreement, dated December 31, 1997, between Green Mountain Capital, L.P. and the Company, in connection with a $200,000 Term Loan (filed with the Securities and Exchange Commission as exhibit 10.41 to the Company's 10-QSB for the quarter ended December 31, 1997 and incorporated herein by reference).

10.42	Convertible Note, dated December 31, 1997, in the principal amount of $200,000, issued in connection with the $200,000 Term Loan of Green Mountain Capital (filed with the Securities and Exchange Commission as exhibit 10.42 to the Company's 10-QSB for the quarter ended December 31, 1997 and incorporated herein by reference).

10.43	Employment Agreement, dated March 13, 1998, between the Company and Spencer C. Putnam (filed with the Securities and Exchange Commission as exhibit 10.43 to the Company's 10-QSB for the quarter ended March 31, 1998 and incorporated herein by reference).

10.44	Employment Agreement, dated April 30, 1998, between the Company and Robert D. Delsandro, Jr. (filed with the Securities and Exchange Commission as exhibit 10.44 to the Company's 10-QSB for the quarter ended March 31, 1998 and incorporated herein by reference).

10.45	Non-Binding Proposal and Management Agreement, dated May 21, 1998, between the Company and The Shepherd Group LLC, in connection with the Company's private placement of sixty shares of Series C Convertible Redeemable Preferred Stock (filed with the Securities and Exchange Commission as Exhibits A and B to the Company's definitive proxy statement for its Special Meeting of Stockholders held September 11, 1998 and incorporated herein by reference).

10.46	Amendment to Employment Agreement, dated June 1, 1998, between the Company and Elisabeth B. Robert (filed with the Securities and Exchange Commission as exhibit 10.46 to the Company's 1998 Annual Report 10-KSB (File No. 33-69898) and incorporated herein by reference).

10.47	Securities Purchase Agreement, dated September 25, 1998, between the Company and The Shepherd Group LLC, in connection with the Company's private placement of sixty shares of Series C Convertible Redeemable Preferred Stock (filed with the Securities and Exchange Commission as exhibit 10.47 to the Company's 10-QSB for the quarter ended September 30, 1998 and incorporated herein by reference).

10.48	Amendment to Employment Agreement, dated June 11, 1999, between the Company and Elisabeth B. Robert (filed with the Securities and Exchange Commission as Exhibit 10.48 to the Company's 1999 Annual Report 10-KSB (File No. 33-69898) and incorporated herein by reference).

10.49 Employment Agreement, dated November 21, 2001, between the Company and Elisabeth B. Robert (filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company's 10-Q for the quarter ended December 31, 2001 and incorporated herein by reference).

10.50 Warrant Repurchase Agreement, dated January 15, 2002 between the Company and TSG Equity Partners (filed with the Securities and Exchange Commission as Exhibit 10.2 to the Company's 10-Q for the quarter ended December 31, 2001 and incorporated herein by reference).

10.51 Demand Note, dated April 9, 2001, between the Company and Elisabeth B. Robert (filed with the Securities and Exchange Commission as Exhibit 10.51 to the Company's 2002 Annual Report 10-K (File No. 1-12580) and incorporated herein by reference).

10.52 Stock Pledge Agreement, dated April 9, 2001, between the Company and Elisabeth B. Robert (filed with the Securities and Exchange Commission as Exhibit 10.52 to the Company's 2002 Annual Report 10-K (File No. 1-12580) and incorporated herein by reference).

10.53 Employment Agreement dated June 27, 2002 between the Company and Irene Steiner (filed with the Securities and Exchange Commission as Exhibit 10.53 to the Company's 2002 Annual Report 10-K (File No. 1-12580) and incorporated herein by reference).

10.54 Lease Agreement, dated July 29, 2004 between the Company and Miller Realty Group, regarding the lease of 120,800 square feet of fulfillment/warehouse space on the Company's campus in Shelburne, Vermont (filed herein).

20.1	Definitive Proxy Statement dated September 2, 2005 relating to the proposed merger transaction with Hibernation Holdings Company, Inc. (filed with the Securities and Exchange Commission on September 2, 2005 and incorporated herein by reference).

20.2	Definitive Additional Proxy Materials dated September 20, 2005 relating to the proposed merger transaction with Hibernation Holdings Company, Inc. (filed with the Securities and Exchange Commission on September 20, 2005 and incorporated herein by reference).

14.1	Code of Ethics as adopted by the Board of Directors on August 5, 2004 (filed herein).

23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, dated September 28, 2005 (filed herein)

24	Power of Attorney (filed with the Securities and Exchange Commission as exhibit 24 to the Company's Registration Statement on Form SB-2 (File No. 33-69898) and incorporated herein by reference).

31.1	Certifications pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934 by Elisabeth B. Robert, President, Chief Executive Officer, Treasurer and Chief Financial Officer and Mark J. Sleeper, Chief Accounting Officer and Secretary (filed herein).

32.1	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Elisabeth B. Robert, President, Chief Executive Officer, Treasurer and Chief Financial Officer and Mark J. Sleeper, Chief Accounting Officer and Secretary (filed herein).



(b)Reports on Form 8-K

On May 16, 2005, The Vermont Teddy Bear Co., Inc. a New York corporation(the "Company") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Hibernation Holding Company, Inc., a Delaware corporation, and Hibernation Company, Inc., a Delaware corporation and wholly-owned subsidiary of Hibernation Holding Company, Inc. ("Merger Subsidiary"). Pursuant to the Merger Agreement,Merger Subsidiary will merge (the "Merger) with and into the Company, with the separate corporate existence of Merger Subsidiary ceasing and the Company continuing as the surviving corporation and a wholly-owned subsidiary of Hibernation Holding Company, Inc. At the effective time of the Merger (the "Effective Time"), each share of Company common stock and preferred stock issued and outstanding immediately prior to the Effective Time and not held by Hibernation Holding Company, Inc. will be converted into the right to receive $6.50 in cash per share of common stock(on an as-converted basis). Notwithstanding the foregoing, at the Effective Time certain security holders will exchange their existing Companystock and warrants for stock and warrants of Hibernation Holding Company, Inc. The consummation of the Mergeris subject to certain terms and conditions customary for transactions of this type, including stockholder approval and completion of committed debt and equity financing.



On June 14, 2005, VTBC was served with a summons and complaint in each of two separate legal actions commenced in the Supreme Court of the State of New York, County of Nassau: an action brought by Keith Griffin of Long Island, New York, filed June 3, 2005; and an action brought by Robert Totero of Sun City Center, Florida, filed June 8, 2005. By order entered on September 7, 2005, the actions were consolidated. The court ordered that an amended and consolidated class action complaint be filed and served as soon as practicable after consolidation. Plaintiffs filed an amended and consolidated class action complaint (the "Amended Complaint") on September 19, 2005. The Amended Complaint alleges that the named plaintiffs are shareholders of VTBC, who are suing on behalf of themselves and all other similarly situated parties. The action is pending in the Commercial Division of the Supreme Court of the State of New York, County of Nassau.

The action seeks to challenge the proposed merger transaction reported by VTBC in its Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on May 17, 2005 and as described in VTBC's definitive Proxy Statement on Form 14A filed with the SEC on September 2, 2005. The Amended Complaint names as defendants VTBC and each individual member of VTBC's board of directors, as well as the Buyer and affiliated entities. The Amended Complaint alleges that the defendants breached their fiduciary duties to shareholders by, among other things, (1) failing to maximize shareholder value with respect to the proposed merger transaction and (2) failing to disclose material information regarding the proposed merger.

The Amended Complaint seeks certification as a class action, with the named plaintiffs to be certified as class representatives, and also seeks declaratory and injunctive relief, enjoining the proposed merger transaction, as well as unspecified compensatory damages, attorneys' fees, costs of the litigation, and other unspecified relief. VTBC denies the substantive allegations of the complaints, including the Amended Complaint and, if necessary, intends to defend the consolidated action vigorously.

VTBC has not responded to the Amended Complaint, and its time to do so has not expired yet. The plaintiffs served discovery requests on or about September 9, 2005. A pretrial conference with the court is scheduled for October 24, 2005.

The plaintiffs and the defendants in this litigation have engaged in negotiations that have led to a settlement agreement. The terms of such settlement are reflected in a memorandum of understanding which was signed on September 20, 2005. The memorandum of understanding provides for the negotiation of a formal stipulation of settlement and, ultimately, court consideration of the proposed settlement based on the additional disclosures made in this supplement to the proxy statement, and other disclosures, and containing other customary terms, including, but not limited to, (1) a release of all defendants from all claims that were or could have been asserted in the action or otherwise arise out of or relate to the transaction contemplated by the Merger Agreement, and the contents of the proxy statement and related matters and (2) a denial of any wrongdoing or liability on the part of all defendants.

























Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



THE VERMONT TEDDY BEAR CO., INC.

Dated: September 28, 2005		By:	/s/ Elisabeth B. Robert ,

Elisabeth B. Robert, President



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated.



Dated: September 28, 2005		By:	/s/ Jason Bacon	,

Jason Bacon, Director

Dated: September 28, 2005		By:	/s/ Maxine Brandenburg	,

Maxine Brandenburg, Director

Dated: September 28, 2005		By:	/s/ Nancy Rowden Brock	,

Nancy Rowden Brock, Director

Dated: September 28, 2005		By:	/s/ Frederick M. Fritz	,

Frederick M. Fritz, Director

Dated: September 28, 2005		By:	/s/ Fred Marks	,

Fred Marks, Director and Chairman of the board



Dated: September 28, 2005		By:	/s/ Spencer C. Putnam	,

Spencer C. Putnam, Director



Dated: September 28, 2005		By:	/s/ Elisabeth B. Robert	,

Elisabeth B. Robert, Director,

President, Treasurer,

Chief Executive Officer and Chief

Financial Officer

Dated: September 28, 2005		By:	/s/ Thomas R. Shepherd	,

Thomas R. Shepherd, Director

Dated: September 28, 2005	 	By:	/s/ Andrew Williams	,

Andrew Williams, Director

Report of Independent Registered Public Accounting Firm



To the Board of Directors and Stockholders of

The Vermont Teddy Bear Co., Inc.:



We have audited the accompanying consolidated balance sheets of The Vermont Teddy Bear Co., Inc. and subsidiaries (the "Company") as of June 30, 2005 and 2004, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended June 30, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included considerations of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The Vermont Teddy Bear Co., Inc. and subsidiaries as of June 30, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2005 in conformity with accounting principles generally accepted in the United States of America.





Boston, Massachusetts

September 28, 2005











THE VERMONT TEDDY BEAR CO., INC AND SUBSIDIARIES

Consolidated Balance Sheets



|                                                                                                                                                                                                                       | June 30,     | June 30,    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ------------
|                                                                                                                                                                                                                       | 2005         | 2004        
|ASSETS                                                                                                                                                                                                                 |              |             
|Cash and cash equivalents                                                                                                                                                                                              | $ 7,046,037  | $ 6,586,571 
|Accounts receivable, trade (net of allowance for doubtful accounts of $19,000 and $13,000 as of June 30, 2005 and 2004 respectively)                                                                                   | 92,852       | 151,443     
|Inventories                                                                                                                                                                                                            | 5,267,284    | 4,090,936   
|Prepaid expenses and other current assets                                                                                                                                                                              | 1,974,792    | 1,501,570   
|Deferred income taxes                                                                                                                                                                                                  | 927,258      | 486,482     
|Total Current Assets                                                                                                                                                                                                   | 15,308,223   | 12,817,002  
|                                                                                                                                                                                                                       |              |             
|Restricted cash                                                                                                                                                                                                        | 475,013      | 470,835     
|Property and equipment, net                                                                                                                                                                                            | 6,410,149    | 6,238,670   
|Indefinite lived intangibles                                                                                                                                                                                           | 1,220,000    | 1,220,000   
|Deposits and other assets                                                                                                                                                                                              | 757,499      | 1,223,967   
|Other intangibles, net                                                                                                                                                                                                 | 120.556      | 223,889     
|Deferred income taxes                                                                                                                                                                                                  | 166,599      | 172,782     
|Goodwill                                                                                                                                                                                                               | 4,163,260    | 4,163,260   
|Total Assets                                                                                                                                                                                                           | $ 28,621,299 | $ 26,530,405
|                                                                                                                                                                                                                       |              |             
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                   |              |             
|Accounts payable                                                                                                                                                                                                       | $ 4,559,096  | $ 3,805,939 
|Accrued expenses                                                                                                                                                                                                       | 3,654,204    | 1,829,034   
|Deferred revenue and customer deposits                                                                                                                                                                                 | 1,238,685    | 1,298,624   
|Current portion of long term debt                                                                                                                                                                                      | 669,900      | 763,600     
|Current portion of capital lease obligations                                                                                                                                                                           | 195,394      | 175,495     
|Total Current Liabilities                                                                                                                                                                                              | 10,317,279   | 7,872,692   
|                                                                                                                                                                                                                       |              |             
|Long term debt, net of current portion                                                                                                                                                                                 | 1,111,500    | 1,781,400   
|Capital lease obligations, net of current portion                                                                                                                                                                      | 4,605,679    | 4,801,073   
|Total Liabilities                                                                                                                                                                                                      | 16,034,458   | 14,455,165  
|                                                                                                                                                                                                                       |              |             
|Commitments and Contingencies (Note 10)                                                                                                                                                                                |              |             
|                                                                                                                                                                                                                       |              |             
|Series C convertible redeemable preferred stock
Authorized 110 shares; issued 69.0 shares; outstanding 9.3 shares; $93,042
liquidation value at June 30, 2005 and 2004                                                 | 93,042       | 93,042      
|                                                                                                                                                                                                                       |              |             
|Series D convertible redeemable preferred stock
Authorized 260 shares; issued 250 shares, outstanding 250 shares,
$2,510,274 liquidation value at June 30, 2005 and 2004                                               | 2,510,274    | 2,510,274   
|                                                                                                                                                                                                                       |              |             
|Stockholders' Equity:                                                                                                                                                                                                  |              |             
|Preferred stock, $.05 par value:
Authorized 1,000,000 shares Series A; issued and outstanding 90 shares at June 30,
2005 and 2004; $1,548,000 and $1,476,000 liquidation value at June 30, 2005 and
2004, respectively | 1,548,000    | 1,476,000   
|Authorized 375,000 shares Series B; issued 204,912 shares; 0 shares outstanding at
June 30, 2005 and 2004                                                                                                              | --           | --          
|Common stock, $.05 par value:
Authorized 20,000,000 shares; issued 8,257,985 and 8,176,435 shares; outstanding
5,085,699 and 5,004,149 shares as of June 30, 2005 and 2004, respectively                               | 412,899      | 408,822     
|Additional paid-in capital                                                                                                                                                                                             | 14,166,817   | 13,780,275  
|Retained Earnings                                                                                                                                                                                                      | 5,119,437    | 5,070,455   
|Treasury stock at cost: 3,172,286 shares at June 30, 2005 and 2004                                                                                                                                                     | (11,263,628) | (11,263,628)
|Total Stockholders' Equity                                                                                                                                                                                             | 9,983,525    | 9,471,924   
|Total Liabilities and Stockholders' Equity                                                                                                                                                                             | $ 28,621,299 | $ 26,530,405

The accompanying notes are an integral part of these consolidated financial statements.

THE VERMONT TEDDY BEAR CO., INC. AND SUBSIDIARIES

Consolidated Statements of Income

For the Years Ended June 30, 2005, 2004 and 2003



|                                                             | 2005         | 2004         | 2003        
|------------------------------------------------------------ | ------------ | ------------ | ------------
|                                                             |              |              |             
|Net revenues                                                 | $ 66,607,749 | $ 55,827,533 | $ 40,275,401
|Cost of goods sold                                           | 30,307,774   | 24,366,502   | 15,484,696  
|Gross Profit                                                 | 36,299,975   | 31,461,031   | 24,790,705  
|                                                             |              |              |             
|Operating expenses:                                          |              |              |             
|Marketing & selling expenses                                 | 24,404,515   | 21,894,556   | 17,328,190  
|General and administrative expenses                          | 7,963,720    | 5,803,425    | 4,982,510   
|Legal settlement related to New York lease dispute           | 2,150,000    | --           | --          
|                                                             | 34,518,235   | 27,697,981   | 22,310,700  
|Operating Income                                             | 1,781,740    | 3,763,050    | 2,480,005   
|Interest income                                              | 56,393       | 42,641       | 138,220     
|Interest expense                                             | (643,451)    | (674,767)    | (606,077)   
|Other income                                                 | 9,759        | 5,550        | 5,796       
|Income before income taxes                                   | 1,204,441    | 3,136,474    | 2,017,944   
|Income tax provision                                         | (952,874)    | (1,284,754)  | (825,261)   
|Net Income                                                   | 251,567      | 1,851,720    | 1,192,683   
|Series A preferred stock dividends                           | (72,000)     | (72,000)     | (72,000)    
|Series C preferred stock dividends                           | (5,585)      | (7,864)      | (18,525)    
|Series D preferred stock dividends                           | (125,000)    | (103,768)    | --          
|Accretion of original issue discount                         | --           | (18,153)     | (54,492)    
|Net income available to common stockholders                  | $ 48,982     | $ 1,649,935  | $ 1,047,666 
|                                                             |              |              |             
|Basic net income per common share                            | $0.01        | $0.33        | $0.18       
|                                                             |              |              |             
|Diluted net income per common share                          | $0.01        | $0.29        | $0.18       
|                                                             |              |              |             
|Weighted average number of common shares outstanding         | 5,114,612    | 5,056,456    | 5,769,905   
|                                                             |              |              |             
|Weighted average number of diluted common shares outstanding | 5,573,439    | 6,167,634    | 6,237,089   

The accompanying notes are an integral part of these consolidated financial statements.





























THE VERMONT TEDDY BEAR CO., INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity

Years Ended June 30, 2005, 2004 and 2003

|                                                              | Preferred Stock "A" |             | Preferred Stock "B"
|------------------------------------------------------------- | ------------------- | ----------- | -------------------
|                                                              | Shares              | Amount      |                    
|Balance at June 30, 2002                                      | 90                  | $ 1,332,000 |                    
|                                                              |                     |             |                    
|Exercise of Common Stock Options                              | --                  | --          |                    
|Tax benefit related to employee stock options                 | --                  | --          |                    
|Accretion of Original Issue Discount Series C Preferred Stock | --                  | --          |                    
|Preferred Stock Dividends                                     | --                  | 72,000      |                    
|Series C Preferred converted to Common Stock                  | --                  | --          |                    
|Acquisition of Treasury Stock                                 | --                  | --          |                    
|Warrant modification                                          | --                  | --          |                    
|Net Income                                                    | --                  | --          |                    
|Balance at June 30, 2003                                      | 90                  | 1,404,000   |                    
|                                                              |                     |             |                    
|Exercise of Common Stock Options                              | --                  | --          |                    
|Tax benefit related to employee stock options                 | --                  | --          |                    
|Accretion of Original Issue Discount Series C Preferred Stock | --                  | --          |                    
|Preferred Stock Dividends                                     | --                  | 72,000      |                    
|Series C Preferred converted to Common Stock                  | --                  | --          |                    
|Net Income                                                    | --                  | --          |                    
|Balance at June 30, 2004                                      | 90                  | 1,476,000   |                    
|                                                              |                     |             |                    
|Exercise of Common Stock Options                              | --                  | --          |                    
|Tax benefit related to employee stock options                 |                     |             |                    
|Preferred Stock Dividends                                     | --                  | 72,000      |                    
|Net Income                                                    | --                  | --          |                    
|Balance at June 30, 2005                                      | 90                  | $ 1,548,000 |                    
|                                                              |                     |             |                    
|                                                              |                     |             |                    
|                                                              |                     |             |                    
|                                                              | Common Stock        |             | Additional         
|                                                              | Shares              | Amount      |                    
|Balance at June 30, 2002                                      | 6,865,921           | $ 343,296   |                    
|                                                              |                     |             |                    
|Exercise of Common Stock Options                              | 684,854             | 34,243      |                    
|Tax benefit related to employee stock options                 | --                  | --          |                    
|Accretion of Original Issue Discount Series C Preferred Stock | --                  | --          |                    
|Preferred Stock Dividends                                     | --                  | --          |                    
|Series C Preferred converted to Common Stock                  | 482,745             | 24,137      |                    
|Acquisition of Treasury Stock                                 | --                  | --          |                    
|Warrant modification                                          | --                  | --          |                    
|Net Income                                                    | --                  | --          |                    
|Balance at June 30, 2003                                      | 8,033,520           | 401,676     |                    
|                                                              |                     |             |                    
|Exercise of Common Stock Options                              | 57,208              | 2,861       |                    
|Tax benefit related to employee stock options                 | --                  | --          |                    
|Accretion of Original Issue Discount Series C Preferred Stock | --                  | --          |                    
|Preferred Stock Dividends                                     | --                  | --          |                    
|Series C Preferred converted to Common Stock                  | 85,707              | 4,285       |                    
|Net Income                                                    | --                  | --          |                    
|Balance at June 30, 2004                                      | 8,176,435           | 408,822     |                    
|                                                              |                     |             |                    
|Exercise of Common Stock Options                              | 81,550              | 4,077       |                    
|Tax benefit related to employee stock options                 | --                  | --          |                    
|Preferred Stock Dividends                                     | --                  | --          |                    
|Net Income                                                    | --                  | --          |                    
|Balance at June 30, 2005                                      | 8,257,985           | $ 412,899   |                    

The accompanying notes are an integral part of these consolidated financial statements.







THE VERMONT TEDDY BEAR CO., INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity

Years Ended June 30, 2005, 2004 and 2003



|                                                              |  | Retained    |  |               | 
|------------------------------------------------------------- |  | ----------- |  | ------------- | 
|                                                              |  | Earnings    |  | Stockholders' | 
|                                                              |  | (Deficit)   |  | Equity        | 
|Balance at June 30, 2002                                      |  | $ 2,372,854 |  | $ 15,609,106  | 
|                                                              |  |             |  |               | 
|Exercise of Common Stock Options                              |  | --          |  | 708,402       | 
|Tax benefit related to employee stock options                 |  | --          |  | 599,524       | 
|Accretion of Original Issue Discount Series C Preferred Stock |  | (54,492)    |  | (54,492)      | 
|Preferred Stock Dividends                                     |  | (90,525)    |  | (18,525)      | 
|Series C Preferred converted to Common Stock                  |  | --          |  | 506,958       | 
|Acquisition of Treasury Stock                                 |  | --          |  | (11,146,128)  | 
|Warrant modification                                          |  | --          |  | 84,000        | 
|Net Income                                                    |  | 1,192,683   |  | 1,192,683     | 
|Balance at June 30, 2003                                      |  | 3,420,520   |  | 7,481,528     | 
|                                                              |  |             |  |               | 
|Exercise of Common Stock Options                              |  | --          |  | 116,561       | 
|Tax benefit related to employee stock options                 |  | --          |  | 61,900        | 
|Accretion of Original Issue Discount Series C Preferred Stock |  | (18,153)    |  | (18,153)      | 
|Preferred Stock Dividends                                     |  | (183,632)   |  | (111,632)     | 
|Series C Preferred converted to Common Stock                  |  | --          |  | 90,000        | 
|Net Income                                                    |  | 1,851,720   |  | 1,851,720     | 
|Balance at June 30, 2004                                      |  | 5,070,455   |  | 9,471,924     | 
|                                                              |  |             |  |               | 
|Exercise of Common Stock Options                              |  | --          |  | 225,418       | 
|Tax benefit related to employee stock options                 |  | --          |  | 165,201       | 
|Preferred Stock Dividends                                     |  | (202,585)   |  | (130,585)     | 
|Net Income                                                    |  | 251,567     |  | 251,567       | 
|Balance at June 30, 2005                                      |  | $ 5,119,437 |  | $ 9,983,525   | 
|                                                              |  |             |  |               | 

The accompanying notes are an integral part of these consolidated financial statements.











































THE VERMONT TEDDY BEAR CO., INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Years Ended June 30, 2005, 2004 and 2003



|                                                                                  | 2005        | 2004        | 2003        
|--------------------------------------------------------------------------------- | ----------- | ----------- | ------------
|                                                                                  |             |             |             
|                                                                                  |             |             |             
|Cash flows from operating activities                                              |             |             |             
|Net Income                                                                        | $ 251,567   | $ 1,851,720 | $ 1,192,683 
|Adjustments to reconcile net income to net cash from operating activities:        |             |             |             
|Depreciation and amortization                                                     | 1,065,798   | 1,046,321   | 1,025,033   
|Deferred income taxes                                                             | (434,593)   | 52,780      | (191,913)   
|Tax benefit related to employee stock options                                     | 165,201     | 61,900      | 599,524     
|Gain on disposal of fixed assets                                                  | (118,579)   | (166)       | (5,729)     
|Changes in assets and liabilities net of assets acquired and liabilities assumed: |             |             |             
|Accounts receivable, trade                                                        | 58,591      | 147,773     | 27,600      
|Inventories                                                                       | (1,176,348) | 1,160,420   | (807,620)   
|Prepaid and other current assets                                                  | (473,222)   | (31,432)    | (816,003)   
|Deposits and other assets                                                         | 432,542     | (255,146)   | (49,560)    
|Accounts payable                                                                  | 753,157     | (1,572,240) | 583,712     
|Accrued expenses                                                                  | 1,825,170   | 408,662     | 3,998       
|Deferred revenue and customer deposits                                            | (59,939)    | 128,147     | 56,180      
|Net cash provided by operating activities                                         | 2,289,345   | 2,998,739   | 1,617,905   
|Cash flows from investing activities:                                             |             |             |             
|Purchases of property and equipment                                               | (1,237,321) | (194,473)   | (457,529)   
|Proceeds from sale of property and equipment                                      | 255,882     | 2,385       | 6,305       
|Cash paid for business acquired                                                   | --          | (1,373,206) | --          
|Decrease (Increase) in restricted cash                                            | (4,178)     | 61,806      | 54,633      
|Net cash used in investing activities                                             | (985,617)   | (1,503,488) | (396,591)   
|Cash flows from financing activities:                                             |             |             |             
|Borrowings of short-term debt                                                     | 1,850,000   | 500,000     | 200,000     
|Borrowings of long-term debt                                                      | --          | 1,000,000   | 3,000,000   
|Repayments of short-term debt                                                     | (1,850,000) | (500,000)   | (200,000)   
|Repayments of long-term debt                                                      | (763,600)   | (933,000)   | (522,000)   
|Principal payments on capital lease obligations                                   | (175,495)   | (159,062)   | (160,621)   
|Issuance of common stock, exercise of stock options                               | 225,418     | 116,561     | 708,402     
|Acquisition of treasury stock                                                     | --          | --          | (11,146,128)
|Warrant repurchase                                                                | --          | --          | --          
|Payment of preferred stock dividends                                              | (130,585)   | (101,356)   | (18,525)    
|Net cash used in financing activities                                             | (844,262)   | (76,857)    | (8,138,872) 
|                                                                                  |             |             |             
|Net increase (decrease) in cash and cash equivalents                              | 459,466     | 1,418,394   | (6,917,558) 
|                                                                                  |             |             |             
|Cash and cash equivalents, beginning of year                                      | 6,586,571   | 5,168,177   | 12,085,735  
|                                                                                  |             |             |             
|Cash and cash equivalents, end of year                                            | $ 7,046,037 | $ 6,586,571 | $ 5,168,177 
|                                                                                  |             |             |             
|Supplemental Disclosures of Cash Flow Information:                                |             |             |             
|Cash paid for interest                                                            | $ 639,505   | $ 669,884   | $ 591,938   
|Cash paid for income taxes                                                        | 852,000     | 1,583,000   | 1,140,000   
|                                                                                  |             |             |             
|Supplemental Disclosures of Non-cash Investing and Financing Activities:          |             |             |             
|Conversion of Series C Preferred Stock to Common Stock                            | $ --        | $ 90,000    | $ 506,958   
|Series A Preferred Stock dividends                                                | 72,000      | 72,000      | 72,000      
|Issuance of Series D Preferred Stock for business acquired                        | --          | 2,500,000   | --          
|Accretion of original issue discount                                              | --          | 18,153      | 54,492      
|Warrant modification                                                              | --          | --          | 84,000      

The accompanying notes are an integral part of these consolidated financial statements.





The Vermont Teddy Bear Co., Inc.

Notes to the Consolidated Financial Statements

June 30, 2005



Note 1. Summary of Significant Accounting Policies

Description of Business and Operations



The Vermont Teddy Bear Co., Inc. (the "Company"), which was incorporated under the laws of the State of New York in 1984, is a direct marketer in the gift delivery industry competing primarily against companies that deliver flowers and other specialty gifts. Its principal product line is the BearGram gift, a Vermont Teddy Bear customized to suit a special occasion or a life event, personalized with a greeting card and optional embroidery, and delivered in a colorful gift box with a candy treat. In addition, the Company sells and delivers Calyx & Corolla floral gifts, PajamaGram and TastyGram gifts. The Calyx & Corolla delivery service involves sending premium flowers and plants with unique up-scale arrangements and containers to recipients, direct from the growers, as gifts for special occasions and holidays. The PajamaGram gift delivery service offers a variety of pajamas and related sleepwear and spa products packaged with lavender tub tea and a personalized card in a keepsake organza hat-box, and delivered in a colorful gift box. The TastyGram gift delivery service includes regional food specialties such as NY Carnegie Deli Cheesecake and Gino's Chicago Deep Dish Pizza delivered in a gift box complete with a personalized greeting card. Principal geographic markets include New York, Boston, Chicago, Philadelphia, Los Angeles, and Washington D.C. The Company's sales are heavily seasonal, with Valentine's Day, Mother's Day, and Christmas as the Company's largest sales seasons.

Merger

On May 16, 2005, The Vermont Teddy Bear Co., Inc. a New York corporation (the "Company") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Hibernation Holding Company, Inc., a Delaware corporation, and Hibernation Company, Inc., a Delaware corporation and wholly-owned subsidiary of Hibernation Holding Company, Inc. ("Merger Subsidiary"). Pursuant to the Merger Agreement, Merger Subsidiary will merge (the "Merger) with and into the Company, with the separate corporate existence of Merger Subsidiary ceasing and the Company continuing as the surviving corporation and a wholly-owned subsidiary of Hibernation Holding Company, Inc. At the effective time of the Merger (the "Effective Time"), each share of Company common stock and preferred stock issued and outstanding immediately prior to the Effective Time and not held by Hibernation Holding Company, Inc. will be converted into the right to receive $6.50 in cash per share of common stock (on an as-converted basis). Notwithstanding the foregoing, at the Effective Time certain security holders will exchange their existing Company stock and warrants for stock and warrants of Hibernation Holding Company, Inc. The consummation of the Merger is subject to certain terms and conditions customary for transactions of this type, including stockholder approval and completion of committed debt and equity financing. A special meeting of the shareholders of The Vermont Teddy Bear Co., Inc. ("VTBC") was held on September 28, 2005. At this meeting the stockholders approved the Merger Agreement and, the closing is expected to occur on or before September 30, 2005.



Basis of Consolidation



The consolidated financial statements include the accounts of The Vermont Teddy Bear Co., Inc. and its wholly owned subsidiaries, SendAMERICA, Inc. and Calyx & Corolla, Inc. All material inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The primary estimates underlying the Company's financial statements include inventory valuation, returns and allowances, the income tax provision, impairment of goodwill and other intangible assets. Actual results could differ from those estimates. Management bases its estimates on historical experience and on various assumptions which are believed to be reasonable under the circumstances.



Revenue Recognition

Revenue is recognized on product sales at the point in time when persuasive evidence of an arrangement exists, delivery has occurred and when a fixed fee and collectibility is reasonably assured. The Company charges customers in advance of delivery under certain sales programs through its Calyx & Corolla segment. Charges to customers under these programs are classified as deferred revenue in the accompanying consolidated balance sheets, and revenue is recognized as delivery occurs. Shipping and handling charges to customers are included in net revenues and associated costs are included in cost of goods sold.

Allowances for sales returns are estimated as a component of net sales in the period in which the related sales are recognized. The Company estimates the amount of the allowance based on historical experience or known returns.

Cash, Cash Equivalents and Restricted Cash



All highly liquid investments with initial maturities of three months or less are considered cash equivalents. At June 30, 2005 and 2004, approximately $475,000 and $471,000 of the Company's cash was restricted, respectively. This cash has been restricted as part of the Company's sale-leaseback transaction (see Note 7).



Inventories



Inventories are stated at the lower of cost or market using the first-in, first-out method. Inventory levels are reviewed to identify slow-moving merchandise that will no longer be carried. An estimate is made for amounts of current inventories that will ultimately become obsolete due to changes in product mix and merchandising.

Property and Equipment



Property and equipment is stated at cost, less accumulated depreciation. Buildings and equipment acquired under capital leases are stated at the lower of the present value of future minimum lease payments or fair value at the inception of the lease.



Depreciation, including amortization of assets covered by capital leases, is calculated using the straight-line method over the estimated useful lives of the assets, as follows:



|Building               | 20 years  
|---------------------- | ----------
|Equipment              | 3-10 years
|Furniture and fixtures | 3-7 years 
|Vehicles               | 5 years   







Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. The amounts of deferred tax assets or liabilities are based on the difference between the financial statement carrying amounts and the tax basis of assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount that is realizable, when management believes that it is more likely than not that assets are not realizable.

Direct-Response Advertising



The Company expenses the production costs of radio, television and print advertising the first time the advertising takes place. Catalog advertising, consisting primarily of catalogs for the Company's products, is capitalized and amortized over its expected period of future benefits following the initial mailing of the catalog.



At June 30, 2005 and 2004, capitalized advertising costs included in prepaid expenses and other current assets on the Company's consolidated balance sheets, were approximately $329,000 and $196,000, respectively, consisting primarily of unamortized direct-response catalog costs. Advertising expenses included in marketing & selling expenses on the Company's consolidated statements of income were $15,654,000, $14,185,000 and $10,824,000 for the years ended June 30, 2005, 2004 and 2003, respectively. Of these costs, $352,000, $371,000 and $166,000, were related to commissions paid under certain affiliate programs for the years ended June 30, 2005, 2004 and 2003 respectively. The Company partnered with several unrelated companies and pays these partners a percentage of sales generated or on a "cost per click" basis when customers click on certain keywords and phrases on partners sites to link to the Company's website. The Company uses scripted tracking software to monitor this activity.



Goodwill and Other Intangible Assets



The Company reviews the carrying value of goodwill and other intangible assets with indefinite useful lives and assesses impairment at least annually in accordance with Statement of Financial Accounting Standard ("SFAS") No. 142, Goodwill and Other Intangible Assets. The fair value of the reporting unit is compared to its carrying value. If the reporting unit's carrying value exceeds its fair value, the Company records an impairment loss to the extent that the carrying value of goodwill exceeds its implied fair value. The Company estimates the fair values of its reporting units using the income approach. The Company performed its annual impairment test on June 30 and concluded that there is no impairment of goodwill or other intangible assets for the years ended June 30, 2005, 2004 and 2003.



Impairment of Long-Lived Assets



In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long Lived Assets, we evaluate long-lived assets such as property, plant and equipment and purchased intangible assets with finite lives subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. Each impairment test is based on a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.



Fair Value of Financial Instruments



The Company has determined the estimated fair value of its financial instruments using appropriate market information and valuation methodologies. Considerable judgment is required to develop the estimates of fair value; thus, the estimates are not necessarily indicative of the amounts that could be realized in a current market exchange. The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and debt. The carrying value of these assets and liabilities approximate their fair market value at June 30, 2005 and 2004.



Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of its cash and cash equivalents. The Company restricts investments in cash equivalents to financial institutions with high credit standing. At June 30, 2005 and 2004, substantially all of the Company's cash and cash equivalents were held at one financial institution. Cash and cash equivalent balances held by this institution exceed the amount of insurance provided on such deposits.



Earnings Per Share

Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding and participating Series C shares. The dilutive effect of stock options, and other common stock equivalents, is included in the calculation of diluted earnings per share using the treasury stock method and the as converted method in respect to convertible preferred Series C and D issuances.

The following tables reconcile the net income available to common stockholders and the weighted average common shares outstanding to the diluted net income available to common stockholders and shares used in the computation of basic and diluted earnings per share:

|                                                                              |               | Years Ended  |              
|----------------------------------------------------------------------------- | ------------- | ------------ | -------------
|                                                                              | June 30, 2005 | June 30,2004 | June 30, 2003
|Net income available to common stockholders used in basic EPS calculation     | $ 48,982      | $ 1,649,935  | $ 1,047,666  
|Add: Dividends on Series C Preferred Stock                                    | --            | 7,864        | 18,525       
|Accretion of original issue discount
attributable to Series C Preferred Stock | --            | 18,153       | 54,492       
|Dividends on Series D Preferred Stock                                         | --            | 103,768      | __________   
|Net income available to common stockholders used in diluted EPS calculation   | $ 48,982      | $ 1,779,720  | $ 1,120,683  





|                                                                   |               | Years Ended   |              
|------------------------------------------------------------------ | ------------- | ------------- | -------------
|                                                                   | June 30, 2005 | June 30, 2004 | June 30, 2003
|Weighted average basic number of shares                            | 5,025,972     | 4,932,009     | 5,464,996    
|Effect of conversion of Preferred Series C                         | --            | 124,447       | 304,909      
|Weighted average number of shares
used in basic EPS calculation    | 5,025,972     | 5,056,456     | 5,769,905    
|Add: Common Shares issuable upon
Exercise of:                      |               |               |              
|Stock options                                                      | 941,063       | 967,883       | 1,038,366    
|Warrants                                                           | 193,111       | 193,111       | 193,111      
|Convertible Preferred Series D Stock                               | --            | 594,049       | --           
|Total Common Shares issuable                                       | 1,134,174     | 1,755,043     | 1,231,477    
|Less: Shares assumed to be repurchased
under treasury stock method | (586,707)     | (643,865)     | (764,293)    
|Weighted average number of shares
used in diluted EPS calculation  | 5,573,439     | 6,167,634     | 6,237,089    

Diluted weighted average shares outstanding for 2005, 2004 and 2003 exclude 6,000, 13,500 and 48,000 potential common shares, respectively, because the exercise price of the potential common shares were greater than the average market price of the common stock for that period.

For the year ended June 30, 2005, the diluted net income per share calculation does not include the effect of the conversion of Series C preferred because the conversion of those shares would have an antidilutive effect. Dividends on the Series C preferred were $5,585 for the year ended June 30, 2005. Diluted weighted average shares outstanding for the year ended June 30, 2005 excluded 88,640 potential shares.

For the year ended June 30, 2005, the diluted net income per share calculation does not include the effect of the conversion of Series D preferred because the conversion of those shares would have an antidilutive effect. Dividends on the Series D preferred were $125,000 for the year ended June 30, 2005. Diluted weighted average shares outstanding for the year ended June 30, 2005 excluded 708,215 potential shares.



Stock-Based Compensation

Stock-based compensation cost is accounted for using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Because the Company has historically granted options with exercise prices equal to the market price on the grant date, no accounting recognition is given to stock options granted to employees at fair market value until they are exercised. Upon exercise, net proceeds, including the tax benefits realized, are credited to shareholders' equity and cash.

Pro-forma disclosure - Had the Company recognized compensation costs for its stock option plans based on fair market value for awards under those plans, in accordance with SFAS No. 123, Accounting for Stock Based Compensation, as amended by SFAS No. 148, pro forma net income and pro forma net income per share would have been as follows:

|                                                                                                                                         | 2005       | 2004        | 2003       
|---------------------------------------------------------------------------------------------------------------------------------------- | ---------- | ----------- | -----------
|Net Income available to common stockholders                                                                                              | $ 48,982   | $ 1,649,935 | $ 1,047,666
|Deduct: Total stock-based employee compensation expense determined under fair market value method for awards, net of related tax effects | (135,514)  | (137,203)   | (149,846)  
|Pro forma net income(loss) available to common stockholders                                                                              | ($ 86,532) | $ 1,512,732 | $ 897,820  
|                                                                                                                                         |            |             |            
|Basic EPS - as reported                                                                                                                  | $0.01      | $0.33       | $0.18      
|Basic EPS - pro forma                                                                                                                    | ($0.02)    | $0.30       | $0.16      
|Diluted EPS - as reported                                                                                                                | $0.01      | $0.29       | $0.18      
|Diluted EPS - pro forma                                                                                                                  | ($0.02)    | $0.27       | $0.16      

The fair values used to compute pro forma net income and net income per share were estimated fair value at grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

|                        | 2005      | 2004      | 2003     
|----------------------- | --------- | --------- | ---------
|Risk-free interest rate | 3.94%     | 4.62%     | 3.54%    
|Expected dividend yield | 0%        | 0%        | 0%       
|Expected volatility     | 73%       | 46%       | 60%      
|Expected lives          | 4.9 years | 5.7 years | 6.5 years
|                        |           |           |          



Comprehensive Income

Comprehensive income and loss is the same as net income or loss for each period presented.



Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No.123R, Share-Based Payment. SFAS No. 123R is a revision of SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires entities to recognize stock compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards (with limited exemptions). SFAS No. 123R is effective for the first annual reporting period that begins after June 15, 2005. The Company is evaluating the two methods of adoption allowed by SFAS No. 123R; the modified-prospective transition method and the modified-retrospective transition method and does not believe adoption of SFAS No. 123R will have a material effect on its consolidated financial position, results of operations or cash flows.

On November 29, 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and waste material. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not believe adoption of SFAS No. 151 will have a material effect on its consolidated financial position, results of operations or cash flows.



Reclassifications

Certain balances in the prior fiscal years have been reclassified to conform to the presentation in the current fiscal year.



Note 2. Acquisition

On August 29, 2003, the Company, through a wholly-owned subsidiary, Calyx & Corolla, Inc., a Delaware corporation, purchased substantially all of the assets and assumed certain liabilities of the floral delivery business Calyx & Corolla from Equity Resource Partners, LLC, a Delaware limited liability company. The acquisition was consummated pursuant to an Asset Purchase Agreement and related documents on August 29, 2003. The results of Calyx & Corolla's operations have been included in the Company's consolidated financial statements since August 29, 2003.

The acquired assets included accounts receivable, inventory, the trade name, customer databases and lists, other intellectual property, and fixed assets, including order processing equipment and certain office furnishings used in the Calyx & Corolla floral delivery business. Working capital obligations assumed include trade payables, accrued compensation and certain executory contracts. Calyx & Corolla, Inc. holds the acquired assets and liabilities assumed and continues the Calyx & Corolla business.

The consideration paid was $3,700,000 consisting of $1,200,000 paid in cash and the remainder paid in the form of 250 shares of the Company's Series D Convertible Redeemable Preferred Stock ("Series D Preferred") at a fair value of $10,000 per share. In addition, the Company incurred approximately $173,000 of transaction costs consisting primarily of legal and accounting fees. The Series D Preferred shares are convertible into the Company's common stock at a price of $3.53 per common share and have voting rights on an as-converted basis. A portion of the cash consideration paid was financed with the five-year Acquisition Loan in the amount of $1,000,000 from Banknorth, N.A, the remainder of the cash consideration and transaction costs paid was funded from cash on hand.

The following table sets forth the consideration paid by the Company:

|Cash consideration                              | $ 1,200,000
|----------------------------------------------- | -----------
|Series D convertible redeemable preferred stock | 2,500,000  
|Transaction costs and expenses                  | 173,206    
|Total consideration                             | $ 3,873,206



The acquisition was accounted for using the purchase method, and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the acquisition date.

The following table sets forth the allocation of the purchase consideration to working capital, fixed assets and intangible assets acquired:



|Accounts receivable                      | $ 237,003  
|---------------------------------------- | -----------
|Inventory                                | 472,917    
|Prepaid expenses                         | 199,259    
|Deposits                                 | 3,504      
|Equipment                                | 91,626     
|Other intangible-trademark and tradename | 1,220,000  
|Customer list                            | 310,000    
|Goodwill                                 | 4,163,260  
|Accounts payable                         | (1,650,508)
|Deferred revenue                         | (1,118,761)
|Accrued expenses                         | (55,094)   
|                                         | $ 3,873,206

The amount allocated to the trademark, tradename and customer list was determined by management after considering the results of an independent appraisal based on established valuation techniques. The trademark and trade name have indefinite lives and are therefore not subject to amortization. The customer list is being amortized over its estimated useful life of 3 years. As of June 30, 2005 and 2004, the carrying value of the customer list was $120,556 and $223,889, respectively. The goodwill, trademark, tradename and customer list will be deductible for tax purposes over the tax life of 15 years.

The following table is a summary of the Company's future customer list amortization of intangibles as of June 30, 2004.



|Fiscal Year | Annual Amortization Expense
|----------- | ---------------------------
|2006        | $ 103,333                  
|2007        | 17,223                     
|2008        | --                         
|2009        | --                         
|2010        | --                         
|Thereafter  | --                         
|Total       | $ 120,556                  

The following pro forma information for the Company and its consolidated subsidiaries for the following three and twelve month periods ended June 30, 2004 and 2003 was prepared assuming the acquisition of Calyx & Corolla occurred at the beginning of each period presented. These pro forma amounts are not necessarily indicative of operating results that would have occurred if the Calyx & Corolla acquisition had occurred at the beginning of each period presented.



June 30,

|                                                       | 2004         | 2003        
|------------------------------------------------------ | ------------ | ------------
|Revenue                                                | $ 56,979,654 | $ 56,798,317
|Net income attributable to common shareholders         | $ 1,511,460  | $ 904,112   
|Basic income per common share                          | $ 0.30       | $ 0.16      
|                                                       |              |             
|Diluted net income attributable to common shareholders | $ 1,641,245  | $ 1,102,129 
|Diluted income per diluted share                       | $ 0.27       | $ 0.16      



During fiscal year 2004, as a result of restrictive covenants, the Company amended certain lending arrangements with its lessor in the sale-leaseback transaction and its lender related to this transaction.

There were no material relationships among the parties to the acquisition of Calyx & Corolla or their affiliates, officers, directors, members or managers, or any of their associates.



Note 3. Inventories

Inventories consist of the following at June 30, 2005 and 2004:



|                | 2005        | 2004       
|--------------- | ----------- | -----------
|Raw materials   | $ 399,529   | $ 451,179  
|Work-in-process | 69,562      | 192,670    
|Finished goods  | 4,798,193   | 3,447,087  
|                | $ 5,267,284 | $ 4,090,936





Note 4. Property and Equipment

Property and equipment consist of the following at June 30, 2005 and 2004:



|                                                 | 2005         | 2004        
|------------------------------------------------ | ------------ | ------------
|Land and land improvements                       | $ 1,090,536  | $ 1,244,532 
|Building                                         | 6,668,134    | 6,668,134   
|Equipment                                        | 5,269,349    | 4,876,080   
|Furniture and fixtures                           | 414,478      | 415,921     
|Vehicles                                         | 70,908       | 71,858      
|Leasehold improvements                           | 765,479      | 596,194     
|                                                 | 14,278,884   | 13,872,719  
|Less - Accumulated depreciation and amortization | ( 7,868,735) | ( 7,634,049)
|                                                 | $ 6,410,149  | $ 6,238,670 



Depreciation expense for the years ended June 30, 2005, 2004 and 2003 was $928,539, $920,696 and $974,332 respectively.



Note 5. Related Party Transactions

On December 31, 1996, the Company entered into a consulting agreement with Venture Management Group, Inc. Fred Marks, Chairman of the Company's Board of Directors, is President of Venture Management Group, Inc. The terms of this agreement commenced on January 1, 1997 and will terminate on December 31, 2006, unless earlier terminated in accordance with the agreement. In consideration of the consulting services to be provided, the Company incurred fees of $65,000 for each of the three years ended June 30, 2005.

On November 3, 1998, the Company entered into a management agreement with TSG Equity Partners, LLC (formally The Shepherd Group, LLC). Thomas R. Shepherd, a Director of the Company, is Chairman of TSG Equity Partners, LLC. The terms of this agreement commenced on November 3, 1998 and will terminate on the earlier to occur of (i) the holders of Series C Preferred Stock cease to own at least fifteen percent of its original Series C Preferred Stock investment or (ii) ten years from the commencement of the agreement. Under the management agreement, TSG Equity Partners, LLC provides a range of specific financial and related management services to the Company. In consideration of the management services to be provided, the Company incurred fees of $25,000 for each of the fiscal years 2005 and 2004 and $29,167 for fiscal year 2003.

On April 9, 2001, Elisabeth B. Robert, a director and Chief Executive Officer of the Company, entered into a Demand Note with the Company to borrow up to $140,000 to finance certain income tax obligations related to her exercise of stock options. The amount borrowed under this agreement was $43,669. Included in Deposits and other assets was this recourse demand note from Elisabeth Robert. The loan balance which was $0 and $3,646 as of June 30, 2005 and 2004, respectively was repaid in weekly amounts of principal and interest through payroll deductions such that the entire amount was paid by the end of the term of Ms. Robert's employment agreement with the Company dated November 21, 2001. The interest rate on the note was a floating rate equal to the "applicable federal rate" on short term borrowings as defined by Section 1274(a) of the Internal Revenue Code and the note was secured by a stock pledge agreement from Ms. Robert.

On July 1, 2004, the Company entered into a management agreement with Andrew Williams, a Director of the Company, pursuant to which Mr. Williams serves as a consultant to the Company and provides management services relating to the floral industry. The term of the management agreement commenced on July 1, 2004 and will terminate on June 30, 2005. In consideration for the management services provided, the Company incurred fees of $25,000 for fiscal year 2005.

During fiscal years 2005 and 2004, the Company's Calyx & Corolla segment utilized floral delivery services from FloralSource International, LLC. Andrew Williams, a Director of the Company, is Chief Executive Officer of FloralSource International, LLC. During fiscal years 2005 and 2004, the Company incurred fees from FloralSource International, LLC of $39,535 and $33,562 respectively.



Note 6. Accrued Expenses

Accrued expenses at June 30, 2005 and 2004 consist of the following:

|                                                                         | 2005        | 2004       
|------------------------------------------------------------------------ | ----------- | -----------
|Compensation and other benefits                                          | $1,260,369  | $1,143,045 
|Other accrued liabilities                                                | 1,193,835   | 465,463    
|Accrued Legal settlement related to New York lease dispute (see note 10) | 1,200,000   | 220,526    
|Total Accrued Expenses                                                   | $ 3,654,204 | $ 1,829,034





On July 18, 1997, the Company completed a sale-leaseback transaction involving its factory headquarters and a portion of its property located in Shelburne, Vermont. The Company received approximately $5,900,000 in cash. Associated transaction costs (comprised entirely of external legal, investment advisory, and other professional fees) of $679,000, have been capitalized and recorded as a component of other assets. The lease obligation, secured by the business assets of the Company, is payable on a twenty-year amortization schedule through July 2017 with three additional five year renewal optionsat the Company's discretion. The transaction was accounted for as a financing transaction in accordance with SFAS 98, Accounting for Leases. The associated transaction costs of $679,000 are being amortized over the twenty-year term of the debt. The net book value of the building and apportioned land and land improvements was $4,188,373 and $4,452,328 as of June 30, 2005 and June 30, 2004, respectively.

On November 3, 1998, the Company closed on a private placement of $600,000 of its Series C Convertible Redeemable Preferred Stock ("Series C Preferred Stock") to an investor group lead by TSG Equity Partners (formerly The Shepherd Group LLC). Accompanying the Series C Preferred Stock were warrants to purchase 495,868 shares of the Company's Common Stock at an exercise price of $1.05 per share, which will expire seven years from the date of issuance. In connection with the issuance of the Series C Preferred Stock, a warrant to purchase 42,500 shares of the Company's Common Stock was issued at an exercise price of $1.05 to the Company's lessor in the sale-leaseback transaction. The Company has valued the warrants using the Black- Scholes valuation model. The aggregate value of $272,449 was applied as a discount to the face value of the Series C Preferred Stock on the Company's balance sheet. The Company accreted this discount, with charges to retained earnings over a five-year period ending on the redemption date.

On January 15, 2002, the Company executed a Warrant Repurchase Agreement with TSG Equity Partners to repurchase 495,868 of the outstanding Warrants issued to TSG Equity Partners in connection with the Series C Preferred Stock for a total purchase price of $768,595, representing a net cash amount of $1.55 for each share issuable on the exercise of the Warrants, or $2.60 per share less the $1.05 exercise price of the Warrants. The transaction closed on January 15, 2002, and the warrants were terminated on that date. The transaction was recorded as an equity transaction in the quarter ended March 31, 2002. The original issue discount of $272,449 applied to the face value of the Series C Preferred Stock was accreted through charges to retained earnings until October 2003.

On August 21, 2002, the Company commenced an offer to purchase up to 3 million shares of the Company's common stock at a purchase price of $3.50 per share ("the Issuer Tender Offer"). On October 8, 2002, the Company announced the results of the Issuer Tender Offer. A total of 3,424,604 shares of the Company's common stock were validly tendered and not withdrawn, including 2,899,619 shares deposited with the depositary for the offer, and 524,985 shares deposited directly with the Company for Series C Convertible Preferred Stock tendered on an as converted basis. Upon the Company's offering documents and applicable securities laws, the maximum number of shares that the Company was authorized to purchase without extending the offer was 3,149,266 shares. The total cost to purchase these shares, including transaction costs of $123,000, was $11,146,000. Because the total number of tendered shares exceeded the maximum the Company was authorized to purchase, the Company accepted for payment the maximum number of authorized shares that were tendered. On October 8, 2002, after proration, Series C Preferred Stockholders exercised the convertible rights associated with the Series C Preferred Stock and converted 50.7 shares of Series C Preferred Stock into 482,745 shares of the Company's Common Stock.

On September 27, 2002, the Company closed on two loan facilities with Banknorth, N.A. These facilities consisted of a 4.79 percent fixed rate per annum term loan in the amount of $3,000,000 for the repurchase of the Company's capital stock and a variable rate revolving line of credit in an amount up to $4,000,000 for working capital needs. The fixed rate term loan will be paid by monthly payments of principal and interest over a term of five years. The 4.79 percent fixed rate, determined at the closing of the loan, was equal to the 2.5 year term Federal Home Loan Bank rate plus 200 basis points. The revolving line of credit in the amount of $4,000,000 was to be repaid on its second anniversary, at which time all principal outstanding plus accrued and unpaid interest was to be due. On December 28, 2004, Banknorth extended the maturity date for the line of credit until November 30, 2006. During the term of the revolving line of credit, the Company will make monthly payments of interest calculated on the outstanding principal balance. The interest rate payable on borrowings under the revolving line of credit will be primarily at LIBOR (for 30, 60, and 90 day periods) plus 220 basis points (except that no more than three LIBOR based borrowings will be allowed at any one time). Any borrowings the Company plans to repay in less than 30 days will be at the Wall Street Journal prime rate. At June 30, 2005 and 2004 there were no outstanding borrowings on the Banknorth, N.A. revolving line of credit.

In connection with the two loan facilities with Banknorth, N.A., the Company amended the lease agreement with its lessor in the sale-leaseback transaction involving its factory headquarters in Shelburne, VT to incorporate the terms of lessor's refinancing of the building at a lower interest rate. Under the lease amendment, the lessor agreed to pass along interest savings by way of reduced rent payments under the lease agreement with the Company. In consideration for the lease amendment, the Company extended the period of exercise on the lessor's previously issued warrants until September 27, 2009. The Company will amortize the fair value of the warrant modification, $84,000, to interest expense over the remaining lease term of approximately 15 years.

On October 16, 2002, Banknorth, N.A. funded the $3,000,000 fixed rate term loan which was used, along with cash on hand, for the repurchase of 3,149,266 shares of the Company's common stock pursuant to the aforementioned Tender Offer.

On August 29, 2003, the Company closed on a $1,000,000 loan facility (the "Acquisition Loan") with Banknorth, N.A. for the acquisition of substantially all of the assets and the assumption of certain liabilities of the floral delivery business Calyx & Corolla from Equity Resource Partners, LLC. The Acquisition Loan is being repaid by monthly payments of principal of $16,667 and interest over a term of five years. The Company had the option to select one of two interest rate options, as follows: (i) a variable rate equal to either the bank's prime rate minus 0.50% (adjusted daily) or (ii) LIBOR (for 30, 60, 90 day interest periods) plus 2.20% (except that no more than three LIBOR based borrowings would be allowed at any one time). The Acquisition Loan was subject to an origination fee of 0.25% of the principal amount. The origination fee and certain other costs totaling $18,000 incurred in connection with the acquisition loan were deferred and are being amortized over the five year term of the loan. At closing, the Company selected a 3.32 percent interest rate based on the 30 day LIBOR rate.

As of June 30, 2005, 2004 and 2003, the Company had no outstanding letters of credit.

The Company is subject to minimum fixed charge coverage, maximum leverage ratio, minimum tangible net worth and capital expenditure restrictive covenants under the terms of the lease obligation entered into by the Company in connection with the sale-leaseback transaction. As of June 30, 2005, the Company was in compliance with all of its restrictive covenants.

Future maturities of long-term debt obligations associated with the two outstanding loan facilities are as follows at of June 30, 2005:



|Fiscal Year |          
|----------- | ---------
|2006        | $ 669,900
|2007        | 694,100  
|2008        | 367,400  
|2009        | 50,000   
|2010        | --       
|Total       | 1,781,400



Note 8. Issuer Tender Offer



On October 8, 2002, the Company announced the results of the August 21, 2002 offer to purchase up to 3 million shares of the Company's common stock at a purchase price of $3.50 per share ("Issuer Tender Offer"). A total of 3,424,604 shares of the Company's common stock were validly tendered and not withdrawn, including 2,899,619 shares deposited with the depositary for the offer, and 524,985 shares deposited directly with the Company for Series C Convertible Preferred Stock tendered on an as converted basis. Pursuant to the Company's offering documents and applicable securities laws, the maximum number of shares that the Company was authorized to purchase without extending the offer was 3,149,266 shares. The total cost to purchase these shares, including transaction costs of $123,000, was $11,146,000. Because the total number of tendered shares exceeded the maximum, the Company accepted for payment the maximum number of authorized shares that were tendered in accordance with the priority and proration rules described in Section 1 of our Offer to Purchase dated August 21, 2002.

On October 16, 2002, Banknorth, N.A. funded the $3,000,000 fixed rate term loan which was used, along with cash on hand, for the repurchase of 3,149,266 shares of the Company's common stock pursuant to the Issuer Tender Offer.

Note 9. Significant Vendors

The following table is a summary of the Company's significant vendor purchases as a percent of total purchases of product, raw materials and supplies in each respective business segment during the fiscal years ended June 30, 2005, 2004, and 2003

|         |                  |                    |                         |                   |                   |                     
|-------- | ---------------- | ------------------ | ----------------------- | ----------------- | ----------------- | --------------------
|         |                  | Gift Delivery      | Services                |                   |                   |                     
|FY 2005  | BearGram Service | PajamaGram Service | Calyx & Corolla Service | TastyGram
Service | Retail Operations | Corporate/ Wholesale
|Vendor A | 22.3%            | --                 | --                      | --                | --                |                     
|Vendor B | 16.8%            | --                 | --                      | --                | --                | --                  
|Vendor C | 17.6%            | 9.4%               | --                      | --                | --                | --                  
|Vendor D | --               | --                 | --                      | --                | --                | --                  
|Vendor E | --               | --                 | 16.1%                   | --                | --                | --                  
|Vendor F | --               | --                 | --                      | 12.4%             | --                | --                  
|Vendor G | --               | --                 | --                      | 11.6%             | --                | --                  
|Vendor H | --               | --                 | --                      | --                | 9.5%              | 14.2%               
|Vendor I | --               | 35.5%              | --                      | --                | --                | --                  
|Vendor J | --               | 12.5%              | --                      | --                | --                | --                  
|Vendor K | --               | 11.2%              | --                      | --                | --                | --                  
|         |                  |                    |                         |                   |                   |                     
|         |                  | Gift Delivery      | Services                |                   |                   |                     
|FY 2004  | BearGram Service | PajamaGram Service | Calyx & Corolla Service | TastyGram
Service | Retail Operations | Corporate/ Wholesale
|Vendor A | 17.3%            | --                 | --                      | --                | --                | 44.9%               
|Vendor B | 15.4%            | --                 | --                      | --                | --                | --                  
|Vendor C | 10.7%            | --                 | --                      | --                | --                | --                  
|Vendor D | --               | --                 | --                      | --                | --                | --                  
|Vendor E | --               | --                 | 10.9%                   | --                | --                | --                  
|Vendor F | --               | --                 | --                      | 12.1%             | --                | --                  
|Vendor G | --               | --                 | --                      | 10.6%             | --                | --                  
|Vendor H | --               | --                 | --                      | --                | 13.5%             | 24.9%               
|         |                  |                    |                         |                   |                   |                     
|         |                  | Gift Delivery      | Services                |                   |                   |                     
|FY 2003  | BearGram Service | PajamaGram Service | Calyx & Corolla Service | TastyGram
Service | Retail Operations | Corporate/ Wholesale
|Vendor A | 19.1%            | --                 | --                      | --                | --                | 25.3%               
|Vendor B | 21.7%            | --                 | --                      | --                | --                | --                  
|Vendor C | --               | --                 | --                      | --                | --                | --                  
|Vendor D | --               | 10.5%              | --                      | --                | --                | --                  
|Vendor E | --               | --                 | --                      | --                | --                | --                  
|Vendor F | --               | --                 | --                      | --                | --                | --                  
|Vendor G | --               | --                 | --                      | --                | --                | --                  
|Vendor H | --               | --                 | --                      | --                | --                | --                  
|         |                  |                    |                         |                   |                   |                     

The Company purchases products from suppliers, both domestic and offshore. The

Company believes that alternate sources of supply are available at competitive prices, should conditions warrant.

Note 10. Commitments and Contingencies

Leases

On October 24, 1996, the Company entered into a ten-year lease for 2,600 square feet on Madison Avenue in New York City. On December 7, 1997, the Company's 538 Madison Avenue location was closed due to structural problems at neighboring 540 Madison Avenue. On December 16, the Company announced that it was permanently closing that retail location. The City of New York deemed the 538 Madison Avenue building uninhabitable from December 8, 1997 to April 9, 1998, and the Company has not made any rent payments on the lease since December, 1997. On December 24, 1998, the Company received a notice from its landlord of 538 Madison Avenue alleging that it was in default under the lease for failure to resume occupancy, and demand for back rent for the period July 8, 1998 to December 31, 1998 in the amount of $144,355. Further on January 4, 1999 the Company received a demand to resume rent payments beginning January 1999. The Company disputed the landlord's position and believed it was not obligated to resume occupancy or pay rent under the lease. As a result, on May 25, 1999, the Company commenced action in the Supreme Court of the State of New York, County of New York against 538 Madison Realty Company. The action sought breach of contract damages and a declaration that the contract at issue, the former lease between the parties, had been terminated. The landlord moved to dismiss the action based on purported documentary evidence, being the lease itself. That motion was denied by order entered April 12, 2000. After having unsuccessfully attempted to resolve the disputes and after engaging in document discovery, the Company moved for summary judgment on its claims and dismissal of the landlord's claims. That motion was granted by order dated July 25, 2001 and judgment was entered in favor of the Company and against the landlord in the amount of $211,146 on August 10, 2001. The landlord filed an appeal of that judgment and, as settlement discussions were unsuccessful, posted a bond to stay enforcement of the judgment pending its appeal, which was argued on November 1, 2002. That judgment was affirmed by a 3-2 vote of New York's Appellate Division, First Department. Based on the two dissenting votes, the landlord had a right of appeal to New York's Court of Appeals. That appeal was fully briefed and then argued on February 10, 2004. On March 25, 2004, the New York Court of Appeals issued a decision reversing the Appellate Division, and denying the Company's summary judgment motion. This decision returned the case to the New York Supreme Court for a determination as to whether the Company's lease was terminated or continued in effect following the December 7, 1997 incident. The Company continued to pursue all of its legal remedies to resolve the litigation favorably by decision or settlement. The Company accrued management's estimated cost of $220,000 to settle this contingency, but no assurance could be given that this dispute could be settled for that amount. In the event that no settlement could be reached and the Company was not successful in its suit against 538 Madison Realty Company, the remaining amount owed under the lease over its remaining term at face value was $2,825,000. The landlord also claimed damages, pursuant to the lease for interest, attorneys fees and its costs incurred in connection with re-letting the space. In the event there was a determination that the lease continued in effect, the Company would assert offsets to the damages claimed, based on other settlements reached by the landlord in connection with the December 7, 1997 incident and the current re-letting of the space. Nevertheless there was no assurance that this dispute could be resolved for less than the full amount claimed by the landlord. Discovery was scheduled to be completed in March 2005 and no trial date had been set. The Company had agreed to enter into mediation with the landlord and a mediation date, after prior cancellations, occurred on March 3, 2005. On March 18, 2005, following mediation that occurred on March 3, 2005, and continuing settlement discussions, the Company increased the amount of its reserve for the litigation by $1,780,000 to reflect management's then current estimated cost of $2,000,000 to settle this contingency. On April 28, 2005, the Company executed a Settlement and Release Agreement (the "Settlement Agreement") with 538 Madison Realty Company. Under the Settlement Agreement, the Company agreed to pay 538 Madison Realty Company a settlement amount of $2,350,000 and the parties exchanged releases. Of this settlement amount, $1,150,000 was paid by the Company upon execution of the Settlement Agreement, including the release of a security deposit previously held by 538 Madison Realty Company in the amount of $150,000. The remaining $1,200,000 has been recorded as a liability and will be paid by the Company on or before March 15, 2006, without interest.

On April 29, 2005, in conjunction with the Settlement Agreement, the Company evaluated financial covenants and received consents from its lender, Banknorth, N.A. and W.P. Carey & Co. LLC, the Company's landlord in a sale-leaseback financing transaction relating to its retail/manufacturing facility in Shelburne, Vermont, to amend certain financial covenants in regards to the one-time charge of $2,350,000 attributable to payments made to 538 Madison Realty Company LLC pursuant to the Settlement Agreement.



On September 29, 1999 the Company entered into a one-year lease with four one-year renewal options for a new manufacturing facility in Newport, Vermont for 12,000 square feet. In April 2001 the Company expanded its Newport operation to occupy an additional 12,000 square feet in an adjacent facility owned by the same landlord. A new three-year lease with two three-year renewal options effective October 1, 2001 combines the two facilities. Annual lease payments for the fiscal year ended June 30, 2005 under the combined Newport lease totaled $102,470. On November 1, 1999, the Company began operation of the facility with 25 skilled sewers stitching teddy bear parts. As of June 30, 2005 there were 62 full time employees in the Newport facility manufacturing complete teddy bears, from cutting to stitching, to stuffing, pinning and assembly, and back sealing. The bears are then shipped back to the Shelburne plant for order fulfillment.

On July 19, 2000, to consolidate remote warehouse locations, the Company entered into a ten-year lease with three five-year renewal options for a new 60,400 square foot warehouse and fulfillment center in Shelburne, Vermont. This facility is on property that is contiguous to the property on which the Company's factory headquarters are located. The lease began on September 1, 2000 and replaced the lease for 20,000 square feet of off-site space in Williston, Vermont and the lease for 4,000 square feet in Shelburne, Vermont. On July 29, 2004, the Company entered into a new ten year lease for its Shelburne warehouse and fulfillment center to incorporate a 60,400 square foot addition to the existing facility that is contiguous to the property on which the Company's factory headquarters are located. The addition replaces 25,000 square feet of month-to-month leased space in Williston, Vermont. The new consolidated lease for 120,800 square feet replacing the July 19, 2000 lease began in October 2004. The consolidated lease is for ten years with three five-year renewal options. Annual lease payments for the fiscal year ended June 30, 2005 totaled $679,969.

On March 19, 2002 the Company entered into a three-year lease with two three-year renewal options for 2,000 square feet of retail space on Route 100 in Waterbury, Vermont. This retail space is part of a small retail complex with 5 other retail outlets located approximately 1.5 miles from the Ben and Jerry's factory tour location. The lease began May 1, 2002 and has an annual amount due under the lease of $24,000 for the first year and increases of two percent annually thereafter. Annual lease payments for the fiscal year ended June 30, 2005 totaled $25,094.

On November 1, 2003, the Company entered into a ten-month lease agreement for 6,000 square feet of office space in Vero Beach, Florida. The Company continued to rent this property on a month to month basis, after the expiration of this agreement, until January 2005 when the Company entered into an agreement for smaller, more suitable office space. This office space is used for the Calyx & Corolla segment's merchandising and brand related marketing functions. Lease payments for the fiscal year ended June 30, 2005 totaled $52,881.

On January 1, 2005, the Company entered into a two-year lease agreement with a one-year renewal option for 1,700 square feet of office space at a different location in Vero Beach, Florida. This office space is used for the Calyx & Corolla segment's merchandising and brand related marketing functions. Lease payments for the fiscal year ended June 30, 2005 totaled $11,916.

In addition, the Company leases various equipment under non-cancelable capital lease agreements. Capital leases and non-cancelable operating leases at June 30, 2005 require the following annual minimum lease payments:

|                                    | Capital Leases | Operating Leases
|----------------------------------- | -------------- | ----------------
|2006                                | $ 703,889      | $ 1,393,504     
|2007                                | 703,889        | 1,077,240       
|2008                                | 703,889        | 987,007         
|2009                                | 703,889        | 878,373         
|2010                                | 703,889        | 817,194         
|Thereafter                          | 4,985,879      | 3,262,164       
|Total minimum lease payments        | 8,505,324      | $ 8,415,482     
|Less- Amounts representing interest | (3,704,251)    |                 
|Present value of lease payments     | 4,801,073      |                 
|Less- Current installments          | (195,394)      |                 
|Long-term portion                   | $ 4,605,679    |                 



The original cost and net book value of assets under capital lease at June 30, 2005 and 2004 were $6,708,075 and $4,188,373, and $6,708,075 and $4,452,328, respectively. Rental expense under operating leases for the years ended June 30, 2005, 2004 and 2003 were $1,532,074, $1,396,116, and $1,185,478, respectively.

Litigation

On June 14, 2005, VTBC was served with a summons and complaint in each of two separate legal actions commenced in the Supreme Court of the State of New York, County of Nassau: an action brought by Keith Griffin of Long Island, New York, filed June 3, 2005; and an action brought by Robert Totero of Sun City Center, Florida, filed June 8, 2005. By order entered on September 7, 2005, the actions were consolidated. The court ordered that an amended and consolidated class action complaint be filed and served as soon as practicable after consolidation. Plaintiffs filed an amended and consolidated class action complaint (the "Amended Complaint") on September 19, 2005. The Amended Complaint alleges that the named plaintiffs are shareholders of VTBC, who are suing on behalf of themselves and all other similarly situated parties. The action is pending in the Commercial Division of the Supreme Court of the State of New York, County of Nassau.

The action seeks to challenge the proposed merger transaction reported by VTBC in its Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on May 17, 2005 and as described in VTBC's definitive Proxy Statement on Form 14A filed with the SEC on September 2, 2005. The Amended Complaint names as defendants VTBC and each individual member of VTBC's board of directors, as well as the Buyer and affiliated entities. The Amended Complaint alleges that the defendants breached their fiduciary duties to shareholders by, among other things, (1) failing to maximize shareholder value with respect to the proposed merger transaction and (2) failing to disclose material information regarding the proposed merger.

The Amended Complaint seeks certification as a class action, with the named plaintiffs to be certified as class representatives, and also seeks declaratory and injunctive relief, enjoining the proposed merger transaction, as well as unspecified compensatory damages, attorneys' fees, costs of the litigation, and other unspecified relief. VTBC denies the substantive allegations of the complaints, including the Amended Complaint and, if necessary, intends to defend the consolidated action vigorously.

VTBC has not responded to the Amended Complaint, and its time to do so has not expired yet. The plaintiffs served discovery requests on or about September 9, 2005. A pretrial conference with the court is scheduled for October 24, 2005.

The plaintiffs and the defendants in this litigation have engaged in negotiations that have led to a settlement agreement. The terms of such settlement are reflected in a memorandum of understanding which was signed on September 20, 2005 which includes a settlement amount of $170,000 of which $5,000 will be paid by the parent company of Hibernation Holding Company, Inc., and the balance will be covered by the Company's insurance policy. The Company has recorded a liability and a receivable for $165,000 on the balance sheet as of June 30, 2005 to reflect the settlement liability and the corresponding insurance coverage, respectively. In addition, the Company has accrued for legal fees the Company expects to incur in association with the suit. The memorandum of understanding provides for the negotiation of a formal stipulation of settlement and, ultimately, court consideration of the proposed settlement based on the additional disclosures made in this supplement to the proxy statement, and other disclosures, and containing other customary terms, including, but not limited to, (1) a release of all defendants from all claims that were or could have been asserted in the action or otherwise arise out of or relate to the transaction contemplated by the Merger Agreement, and the contents of the proxy statement and related matters and (2) a denial of any wrongdoing or liability on the part of all defendants.

The plaintiffs and the defendants in this litigation have engaged in negotiations that have led to a settlement agreement. The terms of such settlement are reflected in a memorandum of understanding which was signed on September 20, 2005. The memorandum of understanding provides for the negotiation of a formal stipulation of settlement and, ultimately, court consideration of the proposed settlement based on the additional disclosures made in this supplement to the proxy statement, and other disclosures, and containing other customary terms, including, but not limited to, (1) a release of all defendants from all claims that were or could have been asserted in the action or otherwise arise out of or relate to the transaction contemplated by the Merger Agreement, and the contents of the proxy statement and related matters and (2) a denial of any wrongdoing or liability on the part of all defendants.

There are various other claims, lawsuits, and pending actions against the Company incident to the operations of its businesses. It is the opinion of management, after consultation with counsel, that the ultimate resolution of such claims, lawsuits and pending actions will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. There can be no assurance, however, that claims will not be made against the Company in the future. Such claims, if material, may adversely affect the Company's businesses and results of operations.



Note 11. Income Taxes



The provision for income taxes for the years ended June 30, 2005, 2004 and 2003 were comprised of the following:



|                     | Year Ended
June 30, 2005 | Year Ended
June 30, 2004 | Year Ended
June 30, 2003
|-------------------- | ------------------------ | ------------------------ | ------------------------
|Current -            |                          |                          |                         
|Federal              | $ 1,090,477              | $ 964,485                | $ 777,247               
|State                | 296,990                  | 267,489                  | 239,927                 
|                     | $ 1,387,467              | $ 1,231,974              | $ 1,017,174             
|Deferred -           |                          |                          |                         
|Federal              | $ (332,069)              | $ 40,329                 | $ (147,382)             
|State                | (102,524)                | 12,451                   | (44,531)                
|                     | (434,593)                | 52,780                   | (191,913)               
|Income tax provision | $ 952,874                | $ 1,284,754              | $ 825,261               



The components of the net deferred tax asset as of June 30, 2005 and 2004 are presented below:



|Deferred tax assets            | June 30, 2005 | June 30, 2004
|------------------------------ | ------------- | -------------
|Vacation accrual               | $ 143,639     | $ 114,769    
|Inventories                    | 41,015        | 51,007       
|Depreciation                   | 152,505       | 158,686      
|Deferred rent                  | --            | 38,294       
|Other                          | 728,088       | 174,482      
|Accrued Expenses               | 161,273       | 201,146      
|Total deferred tax assets      | 1,226,520     | 738,384      
|                               |               |              
|Deferred tax liabilities       |               |              
|Prepaid Expenses               | (132,663)     | (79,120)     
|Total deferred tax liabilities | (132,663)     | (79,120)     
|Net deferred tax asset         | $ 1,093,857   | $ 659,264    



|                                      | Year Ended
June 30, 2005 | Year Ended
June 30, 2004 | Year Ended
June 30, 2003
|------------------------------------- | ------------------------ | ------------------------ | ------------------------
|Federal tax rate                      | 34.0%                    | 34.0%                    | 34.0%                   
|Increase (reduction) resulting from:  |                          |                          |                         
|State taxes - net of Federal benefits | 5.1%                     | 5.9%                     | 6.4%                    
|Other                                 | 4.4%                     | 0.9%                     | 0.3%                    
|Permanent difference                  | 35.6%                    | 0.2%                     | 0.2%                    
|Income tax provision                  | 79.1%                    | 41.0%                    | 40.9%                   



Tax benefit associated with the exercise of certain employee stock options was $165,000 and $62,000 in fiscal years 2005 and 2004 respectively. Tax benefit resulting from the exercise of certain employee stock options in connection with the Issuer Tender Offer dated August 21, 2002, was approximately $600,000 in fiscal year 2003. These benefits have been reflected as increases to additional paid in capital in the accompanying consolidated financial statements.



Note 12. Preferred Stock

Series A



The Company has issued 90 shares, $.05 par value, of Series A Cumulative Preferred Stock to one individual. The Series A stockholder is entitled to accrued dividends on the stated values of the shares at a rate of 8% per annum. The dividends accrue regardless of whether dividends have been declared, profits exist, or funds are legally available for payment. Dividends are payable quarterly, in arrears. For each of the fiscal years ended June 30, 2005, 2004 and 2003, $72,000 of dividends were accrued. The Series A Preferred Stock carries a liquidation preference value equal to the stated value per share plus all accrued and unpaid dividends. The stated value is equal to $10,000 per share.

Series B

On July 12, 1996, the Company privately placed $550,000 of Series B convertible Preferred Stock. The 204,912 shares, $.05 par value, of Series B Convertible Preferred Stock were issued to twelve individuals. Series B stockholders are not entitled to any dividends or voting rights, but each share was originally convertible into one share of the Company's Common Stock at any time on or after July 14, 1997, subject to certain anti-dilution rights. As the result of subsequent financing transactions, the anti-dilution provisions of the Series B agreement were activated, and on February 3, 1999, 176,970 shares of Series B Convertible Preferred Stock was converted into 474,989 shares of the Company's Common Stock. On July 19, 1999, the remaining 27,942 shares of Series B Preferred Convertible Stock were converted into 74,996 shares of the Company's Common Stock. On or about July 3, 1999, 215,157 warrants associated with the Series B Preferred Stock were exercised and converted into 519,715 shares of the Company's Common Stock. The Company received $524,164 in consideration for these shares and $493,508 was received in cash and classified as advances from Series B Stockholders in the Company's balance sheet for the year ending June 30, 1999 and is classified as equity in common stock in the year ending June 30, 2000.

Series C

On November 3, 1998, the Company closed on a private placement of $600,000 of its Series C Convertible Redeemable Preferred Stock ("Series C Preferred Stock") to an investor group lead by TSG Equity Partners (formerly The Shepherd Group LLC). Accompanying the Series C Preferred Stock were warrants to purchase 495,868 shares of the Company's Common Stock at an exercise price of $1.05 per share, which will expire seven years from the date of issuance. In connection with the issuance of the Series C Preferred Stock, a warrant to purchase 42,500 shares of the Company's Common Stock was issued at an exercise price of $1.05 to the Company's lessor in the sale-leaseback transaction. The Company has valued the warrants using the Black-Scholes valuation model. The aggregate value of $272,449 was applied as a discount to the face value of the Series C Preferred Stock on the Company's balance sheet. The Company accreted this discount, with charges to retained earnings over a five-year period ending on the redemption date.

Each of the shares of Series C Preferred Stock has a liquidation value of $10,000 per share, and is convertible into 9,523 shares of the Company's Common Stock. The Series C Preferred Stock requires redemption upon the tenth anniversary of its issuance, with the Company and the Series C Preferred stockholders having call and put rights, respectively, beginning on the fifth anniversary of issuance. The Series C Preferred stock carries voting rights on an as-converted basis, and, as a class, has the right to elect two members to the Company's Board of Directors. Both the Series C Preferred Stock and the accompanying warrants carry certain anti-dilution provisions. The Series C Preferred Stock has a cumulative preferred dividend of six percent per annum, payable quarterly. The dividends were required to be paid in additional shares of Series C Preferred Stock for the first two and one-half years after issuance. As of April 30, 2001, the Company was no longer required to pay the dividends in stock and exercised its option to pay them in cash. For the fiscal year ended June 30, 2005 $5,585 of dividends were paid in cash. For the fiscal year ended June 30, 2004 $7,863 of dividends were paid in cash. For the fiscal year ended June 30, 2003 $18,525 of dividends were paid in cash. In addition to Series C Preferred dividends, the holders of the Series C Preferred stock shall be entitled to receive dividends at the same rate as dividends (other than dividends paid in additional shares of Common stock) are paid with respect to the Common stock (treating each share of Series C Preferred stock as being equal to the number of shares of Common stock into which each share of Series C Preferred could be converted).

On January 15, 2002, the Company executed a Warrant Repurchase Agreement with TSG Equity Partners to repurchase 495,868 of the outstanding Warrants issued to TSG Equity Partners in connection with the Series C Preferred Stock for a total purchase price of $768,595, representing a net cash amount of $1.55 for each share issuable on the exercise of the Warrants, or $2.60 per share less the $1.05 exercise price of the Warrants. The transaction closed on January 15, 2002, and the warrants were terminated on that date. The transaction was recorded as an equity transaction in the quarter ended March 31, 2002. The original issue discount of $272,449 applied on issuance of the Warrants to the face value of the Series C Preferred Stock continued to accrete through charges to retained earnings until October 2003.



On October 8, 2002, after proration, Series C Preferred Stockholders exercised the convertible rights associated with the Series C Preferred Stock and converted 50.7 shares of Series C Preferred Stock into 482,745 shares of the Company's Common Stock in connection with the Company's Offer to Purchase up to 3 million shares of Common Stock.

On December 1, 2003, Series C Preferred Stockholders exercised the convertible rights associated with the Series C Preferred Stock and converted 9 shares of Series C Preferred Stock into 85,707 shares of the Company's Common Stock.





The consideration paid in the acquisition of Calyx and Corolla included 250 shares of the Company's Series D Convertible Redeemable Preferred Stock ("Series D Preferred") at a fair value of $10,000 per share. The Series D Preferred shares are convertible into the Company's common stock at a price of $3.53 per common share and have voting rights on an as-converted basis.

Each of the shares of Series D Preferred has a minimum liquidation value of $10,000 per share, and is convertible into 2,832 shares of the Company's common stock. The Series D Preferred ranks junior to both Series A and Series C Preferred Stock but senior to all other shares of capital stock of the Company. The Series D Preferred stockholders may, at any time after December 31, 2004, require the Company to redeem some or all of the Series D Preferred shares at their minimum liquidation value, not to exceed $650,000 annually on a rolling 12-month basis. The Series D Preferred requires mandatory redemption of all outstanding shares at the minimum liquidation value along with all accrued but unpaid dividends ten years after issuance. The Series D Preferred carries voting rights on an as-converted basis, and, as a class, has the right to elect one member to the Company's Board of Directors. The Series D Preferred shares have a cumulative preferred cash dividend of 5.0 % per annum, payable quarterly.



Note 13. Warrants

There were two warrants outstanding for shares of the Company's Common Stock which have been outstanding for all of fiscal year 2005, 2004, and 2003. Substantially all of the warrant agreements contain certain anti-dilution provisions which, if triggered, can result in additional shares being available to the warrant holder and/or a reduction in the exercise price for each share. Certain anti-dilution provisions were triggered in fiscal 1999 as the result of the issuance of warrants and employee stock options. The following table summarizes the Company's outstanding warrants, inclusive of the effects of anti-dilution provisions:



|Warrant | Exercise | Expiration
|------- | -------- | ----------
|Shares  | Price    | Date      
|150,611 | $1.310   | 9/27/2009 
|42,500  | 1.050    | 9/27/2009 





Note 14. Stock Options

1993 Incentive Stock Option Plan



On August 16, 1993, the stockholders approved a 1993 incentive stock option plan ("1993 Plan"), which provided for the granting of 200,000 stock options to employees. Options granted may be either incentive stock options within the meaning of Section 422 of the Internal Revenue Code, or non-qualified options.

Under the 1993 Plan, the Option Committee of the Board of Directors was authorized to grant both non-qualified and incentive stock options to full-time employees of the Company only, including officers of the Company. The Committee would determine the provisions and terms of any stock option grant. No option may terminate later than ten years from the date the option is granted. The Committee may provide for termination of the option in the case of termination of employment with the Company or any other reason. No stock option can be transferred except by will or by the laws of descent and distribution. The 1993 Plan terminated on August 16, 2003, however, the 1993 Plan could have been terminated earlier by decision of the Board. The Board may amend the 1993 Plan; however, any amendment that would (1) materially increase the benefits accruing to participants under the 1993 Plan, (2) materially increase the number of securities that may be issued under the 1993 Plan, or (3) materially modify the requirements of eligibility for participation in the 1993 Plan must be approved by the Stockholders of the Company.

Options under the 1993 Plan vest ratably over a five-year period. The stock options expire ten years after the date they are granted. At various intervals, the stockholders of the Company have ratified changes to the 1993 Plan, which have increased the number of shares available under the plan to 2,000,000.

|                          | Number of
Shares | Price
Range   | Weighted
Average
Exercise
Price | Average
Remaining
Contractual
Life
|------------------------- | ---------------- | ------------- | ------------------------------- | ----------------------------------
|Outstanding June 30, 2002 | 1,306,789        | $1.00 - $4.31 | $1.43                           | 5.1 years                         
|Granted                   | 169,740          | $3.40         | $3.40                           |                                   
|Exercised                 | (665,354)        | $1.00 - $3.50 | $1.00                           |                                   
|Cancelled                 | (14,870)         | $1.38 - $3.50 | $3.39                           |                                   
|Outstanding June 30, 2003 | 795,305          | $1.00 - $4.31 | $2.17                           | 6.4 years                         
|Granted                   | --               | --            | --                              |                                   
|Exercised                 | (36,275)         | $1.00 - $4.31 | $1.24                           |                                   
|Cancelled                 | (500)            | $3.50         | $3.50                           |                                   
|Outstanding June 30, 2004 | 758,530          | $1.00 - $4.00 | $2.22                           | 5.5 years                         
|Granted                   | --               | --            | --                              |                                   
|Exercised                 | (40,550)         | $1.00 - $3.50 | $2.28                           |                                   
|Cancelled                 | --               | --            | --                              |                                   
|Outstanding June 30, 2005 | 717,980          | $1.00 - $4.00 | $2.21                           | 4.6 years                         



The following table summarizes information for options outstanding and exercisable at June 30, 2005:

|                | Options Outstanding |                          |                          |                  | Options Exercisable     
|--------------- | ------------------- | ------------------------ | ------------------------ | ---------------- | ------------------------
|Range of Prices | Number of Shares    | Wtd. Avg. remaining life | Wtd. Avg.
exercise price | Number of Shares | Wtd. Avg.
exercise price
|$1.00 - $1.25   | 356,660             | 3.0                      | $1.06                    | 356,660          | $1.06                   
|$1.66 - $3.40   | 286,320             | 6.6                      | 3.31                     | 172,698          | 3.26                    
|$3.50 - $4.00   | 75,000              | 4.1                      | 3.51                     | 75,000           | 3.51                    
|$1.00 - $4.00   | 717,980             | 4.6                      | $2.21                    | 604,358          | $1.97                   



As of June 30, 2005, options to purchase 604,358 shares of the Company's Common Stock were exercisable under the 1993 Plan with an average weighted average exercise price of $1.97. As of June 30, 2004, options to purchase 576,909 shares of the Company's Common Stock were exercisable under the 1993 Plan with an average weighted average exercise price of $1.89. As of June 30, 2003, options to purchase 526,310 shares of the Company's Common Stock were exercisable under the 1993 Plan with an average weighted average exercise price of $1.64.

Non-Employee Director Stock Option Plan







|                          | Number of | Weighted Avg.
|------------------------- | --------- | -------------
|                          | Shares    | Price        
|Outstanding June 30, 2002 | 160,500   | $ 3.07       
|Granted                   | 38,500    | 3.55         
|Exercised                 | (19,500)  | 2.09         
|Cancelled                 | -         | --           
|Outstanding June 30, 2003 | 179,500   | $ 3.28       
|Granted                   | 35,000    | 4.47         
|Exercised                 | (20,933)  | 3.42         
|Cancelled                 | --        | --           
|Outstanding June 30, 2004 | 193,567   | $3.48        
|Granted                   | 30,333    | 5.10         
|Exercised                 | (41,000)  | 3.24         
|Cancelled                 | --        | --           
|Outstanding June 30, 2005 | 182,900   | $3.80        

As of June 30, 2005, options to purchase 182,900 shares of the Company's Common Stock were exercisable under the NEDSO Plan with an average weighted exercise price of $3.80, and options to purchase 135,667 shares of the Company's Common Stock were available for grant under the NEDSO Plan. As of June 30, 2004, options to purchase 193,567 shares of the Company's Common Stock were exercisable under the NEDSO Plan with an average weighted exercise price of $3.48, and options to purchase 166,000 shares of the Company's Common Stock were available for grant under the NEDSO Plan. As of June 30, 2003, options to purchase 179,500 shares of the Company's Common Stock were exercisable under the NEDSO Plan with an average weighted exercise price of $3.28, and options to purchase 201,000 shares of the Company's Common Stock were available for grant under the NEDSO Plan.

The weighted average fair value of under the 1993 Plan and the NEDSO plan granted during fiscal years 2005, 2004 and 2003 were $2.54, $2.47 and $2.56, respectively.



Note 15. Segment Information

Operating segments represent components of the Company's business that are evaluated regularly by the Chief Executive Officer in assessing performance and resource allocation. The Company has six reportable segments consist of BearGram, PajamaGram, Calyx & Corolla floral, TastyGram delivery services, Retail Operations, and Corporate/Wholesale (including licensing). BearGram, PajamaGram, Calyx & Corolla floral, and TastyGram delivery services are collectively referred to as the Gift Delivery Services.

The BearGram delivery service involves sending personalized teddy bears directly to recipients for special occasions such as birthdays, get well, and new births, as well as holidays such as Valentine's Day, Christmas, and Mother's Day. BearGram orders are placed through the toll free number, on-line at vermontteddybear.com, or through the catalog.

The PajamaGram delivery service involves sending pajamas and related loungewear and spa products to recipients as gifts for similar special occasions and holidays. PajamaGram orders are placed via a toll free number or online at pajamagram.com.

The Calyx & Corolla business was acquired on August 29, 2003 for the purposes of extending the Company's product offerings in the gift delivery service industry to include floral delivery service. The Calyx & Corolla delivery service involves sending premium flowers and plants with unique up-scale arrangements and containers to recipients, direct from the growers, as gifts for special occasions and holidays. Calyx & Corolla orders are placed through a catalog, via a toll free number or online at calyxandcorolla.com.

SendAMERICA, Inc., a wholly owned subsidiary, is a business that extends the Company's product offerings in the gift delivery service industry to include food related gift products, under the service mark "TastyGram", delivered to recipients for special occasions and holidays. TastyGram orders are placed via a toll free number or online at tastygram.com.



The Retail Operation segment involves a retail location and family tours of its teddy bear factory in Shelburne, located ten miles south of Burlington, Vermont. The Company also has a retail store located on Route 100 in Waterbury, Vermont. In an effort to make a visit to the stores more entertaining and draw additional traffic, the Company has implemented the Make-A-Friend-For-Life bear assembly area at both stores, where visitors can participate in the creation of their own teddy bear.

The Wholesale/Corporate segment develops opportunities in the corporate affinity market and certain wholesale markets.

The reporting segments follow the same accounting policies used for the Company's consolidated financial statements as described in the summary of significant accounting policies. Management evaluates a segment's performance based upon gross margin and gross margin percentage.

|                   |                  | Gift Delivery      | Services                |                   |                   |                      |             
|------------------ | ---------------- | ------------------ | ----------------------- | ----------------- | ----------------- | -------------------- | ------------
|FY 2005            | BearGram Service | PajamaGram Service | Calyx & Corolla Service | TastyGram
Service | Retail Operations | Corporate/ Wholesale | Totals      
|Net Revenues       | $30,943,028      | $ 14,588,485       | $ 17,469,211            | $ 406,410         | $ 2,808,525       | $ 392,090            | $ 66,607,749
|Cost of Goods Sold | 12,293,691       | 6,413,336          | 10,030,097              | 295,987           | 1,055,080         | 219,583              | 30,307,774  
|Gross Margin       | $ 18,649,337     | $ 8,175,149        | $ 7,439,114             | $ 110,423         | $ 1,753,445       | $ 172,507            | $ 36,299,975
|Gross Margin %     | 60.3%            | 56.0%              | 42.6%                   | 27.2%             | 62.4%             | 44.0%                | 54.5%       
|                   |                  |                    |                         |                   |                   |                      |             
|                   |                  | Gift Delivery      | Services                |                   |                   |                      |             
|FY 2004            | BearGram Service | PajamaGram Service | Calyx & Corolla Service | TastyGram
Service | Retail Operations | Corporate/ Wholesale | Totals      
|Net Revenues       | $28,652,928      | $ 7,385,273        | $ 15,718,595            | $ 365,381         | $ 3,032,997       | $ 672,359            | $ 55,827,533
|Cost of Goods Sold | 11,373,974       | 3,087,747          | 8,254,966               | 255,788           | 1,081,967         | 312,060              | 24,366,502  
|Gross Margin       | $ 17,278,954     | $ 4,297,526        | $ 7,463,629             | $ 109,593         | $ 1,951,030       | $ 360,299            | $ 31,461,031
|Gross Margin %     | 60.3%            | 58.2%              | 47.5%                   | 30.0%             | 64.3%             | 53.6%                | 56.4%       



|                   |                  | Gift Delivery      | Services                |                   |                   |                      |             
|------------------ | ---------------- | ------------------ | ----------------------- | ----------------- | ----------------- | -------------------- | ------------
|FY 2003            | BearGram Service | PajamaGram Service | Calyx & Corolla Service | TastyGram
Service | Retail Operations | Corporate/ Wholesale | Totals      
|Net Revenues       | $ 30,733,884     | $ 5,269,749        | --                      | $ 448,183         | $ 3,469,596       | $ 353,989            | $ 40,275,401
|Cost of Goods Sold | 11,365,440       | 2,416,748          | --                      | 361,906           | 1,154,641         | 185,961              | 15,484,696  
|Gross Margin       | $ 19,368,444     | $ 2,853,001        | --                      | $ 86,277          | $ 2,314,955       | $ 168,028            | $ 24,790,705
|Gross Margin %     | 63.0%            | 54.1%              | --                      | 19.3%             | 66.7%             | 47.5%                | 61.6%       

The Company believes that there is no discernable basis to identify assets by segment. Revenues from individual customers, revenues between business segments, and revenues, operating profit and identifiable assets of foreign operations are not significant.













Exhibit 23.1







CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-91115 on Form S-3 and 333-74493 on Form S-8 of The Vermont Teddy Bear Co., Inc. of our report dated September 28, 2005, appearing in this Annual Report on Form 10-K of The Vermont Teddy Bear Co. Inc., for the year ended June 30, 2005.





Boston, Massachusetts

September 28, 2005