UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 0603/2110/~~2007~~2008

VARSITY GROUP INC

(Exact name of registrant as specified in its charter)

Commission File Number: 000-28977

DE		54-1876848
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

~~1300~~2677 ~~19th~~Prosperity ~~Street NW~~Ave., ~~8th~~Suite ~~Floor~~250 ~~Washington, DC 20036~~

Fairfax, VA 22031

(Address of principal executive offices, including zip code)

202.349.1242

(Registrant’s telephone number, including area code)

Former address:
1300 19th Street NW, 8th Floor Washington, DC 20036

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Information~~Item to2.02. Results beof ~~included~~Operations inand ~~the~~Financial ~~report~~Condition

~~Item~~On 4March 7, 2008, Varsity Group Inc.~~01. Changes~~ in(the ~~Registrant~~"Company") filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Company's ~~Certifying~~previously ~~Accountant~~ announced transaction with Follett Corporation and the commencement of the tender offer for the Company's common stock pursuant to the Agreement and Plan of Merger, dated February 22, 2008, by and among VGI Holdings Corp., VGI Acquisition Corp. ("Purchaser") and the Company.

On June 21, 2007, Varsity Group Inc., (the "Company") dismissed PricewaterhouseCoopers LLP (the "former auditor"), as its independent registered public accounting firm. Effective June 21, 2007, the Company engaged McGladrey & Pullen, LLP as its new independent registered public accounting firm. The Company's ~~board~~provided ofto ~~directors~~Purchaser ~~has approved the dismissal of the former auditor,~~ and ~~the~~included ~~appointment~~in ofItem ~~McGladrey~~8 ~~& Pullen, LLP as its new independent registered public accounting firm.The reports~~ of the ~~former~~Schedule ~~auditor~~14D-9 oncertain ~~the Company's financial statements for the years ended December 31~~preliminary, ~~2006 and December 31~~internal, ~~2005~~unaudited ~~contained~~draft ~~neither~~financial aninformation ~~adverse~~as ~~opinion, or a disclaimer~~ of ~~opinion,~~ and were not qualified or modified as to uncertainty, audit scope or accounting principle.During the years ended December 31, 2006 and December 31, 2005 and through June 21, 2007, there were no disagreements with the former auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the former auditors satisfaction, would have caused them to make reference thereto in their reports on the Company's consolidated financial statements for ~~such years.During~~ the ~~years~~year ended December 31, ~~2006 and December 31, 2005 and through June 21,~~ 2007, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, except where noted below:As of December 31, 2005, March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006 and March 31, 2007, the Company did not maintain effective controls over the accuracy of the calculation of earnings per share. ~~Effective controls were not in place over the calculation of diluted shares outstanding for purposes of calculating diluted earnings per share.~~ This ~~control~~information deficiency resulted in a computational error of the number of shares to be assumed as repurchased in the application of the treasury stock method that was not prevented or detected. Additionally, this control deficiency could result in a misstatement of earnings per share that would have resulted in a material misstatement to annual or interim financial statements that would not have been prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness. The Company has previously disclosed this control deficiency with the SEC. The Company has authorized the former auditors to respond fully to the inquiries of McGladrey & Pullen, LLP relating to the material weakness.The Company provided the former auditor with a copy of this Current Report on form 8-K and requested that they furnish us with a letter addressed to the SEC stating whether or not they agree with the above statements. A copy of this letter is ~~filed~~attached as anExhibit ~~exhibit to this Form 8-K~~99.~~During the years ended December 31, 2006 and December 31, 2005 and through June 21, 2007, the Company did not consult McGladrey & Pullen, LLP regarding either:~~1) ~~the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements,~~ and ~~neither~~incorporated ~~a written report was provided to the Company nor oral advice was provided that McGladrey & Pullen, LLP concluded was an important factor considered~~ by ~~the~~reference Company in reaching a decision as to the accounting, auditing or financial reporting issue; or2) any matter that was either the subject of disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-Kherein.

Item 98.01. ~~Financial~~Other ~~Statements and Exhibits~~Events

In connection with the due diligence review of the Company by Parent, we provided to Parent certain preliminary, internal, unaudited draft financial information as of and for the year ended December 31, 2007, including:

preliminary unaudited consolidated balance sheets as of December 31, 2007 (which showed as of December 31, 2007: cash of $0, total current assets of $11.4 million, total assets of $15.0 million, total current liabilities of $7.8 million and total liabilities of $8.1 million);

preliminary unaudited statements of income of the Company and its consolidated subsidiaries for the fiscal year ended December 31, 2007 (which showed for the year ended December 31, 2007: net sales of $44.4 million, gross margin of $13.4 million, total operating expenses of $21.1 million, operating loss of $7.6 million and net loss of $7.8 million); and;

preliminary unaudited statements of cash flows of the Company and its consolidated subsidiaries for the fiscal year ended December 31, 2007 (which showed for the year ended December 31, 2007: cash used in operating activities of $2.1 million, proceeds from investing activities of $3.6 million and cash used in financing activities of $1.9 million, for a net decrease in cash of $0.4 million).

The preliminary, internal unaudited financial statements from which the above data were derived were not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants. The summary of these preliminary, internal, unaudited financial statements is not being included in this Statement to influence your decision whether to tender your shares in the Offer, but solely because these preliminary, internal, unaudited financial statements were made available by the Company to Parent. Our independent auditors did not review, audit or otherwise conduct any procedures on this data or the underlying financial statements. There can be no assurance that this information will be consistent with final audited information, which may vary materially from the information above.

In addition to the general disclaimers and qualifications specified above, stockholders are specifically cautioned that the preliminary, internal, unaudited financial statement data summarized above assumes that we are a going concern for financial statement purposes. Accordingly, the data carries all of our assets, including those related to our former Campus Outfitters business, at the historical cost basis for financial reporting purposes. Historical cost is, with respect to the Campus Outfitters assets, materially in excess of the amount received by us for those assets in the SchoolOne sale described under "Disposition of Assets".

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		VARSITY GROUP INC
Date: June 26, 2007	By:	/s/ Jim Craig
Date: March 10, 2008	By:	/s/ John P. Griffin
		Jim Craig
		John P. Griffin
		CFO
		Chief Accounting Officer & VP of Finance

Exhibit Index

Exhibit No. Description EX-16.1

Filing Compare · VARSITY GROUP INC