Tops Holding S-4 Registration of securities issued in business combination transactions

Exhibit 12.1

TOPS HOLDING II CORPORATION

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of consolidated earnings to consolidated fixed charges for Fiscal 2008, Fiscal 2009, Fiscal 2010, Fiscal 2011, Fiscal 2012 and for the 28-week periods ended July 14, 2012 and July 13, 2013 (dollars in thousands, except ratio data).

	Fiscal 2008 (52 weeks)			Fiscal 2009 (53 weeks)			Fiscal 2010 (52 weeks) (1)			Fiscal 2011 (52 weeks) (1)		Fiscal 2012 (52 weeks) (1)			28-week periods ended
															July 14, 2012 (1)		July 13, 2013 (1)
Earnings:
Pre-tax (loss) income	$	(17,160	)	$	(20,308	)	$	(35,958	)	$	7,127	$	(21,542	)	$	10,871	$	(8,712	)
Plus:
Fixed charges		48,285			50,838			69,393			69,792		67,602			36,265		40,852
Amortization of capitalized interest		175			269			269			189		189			102		102
Less:
Interest capitalized		507			—			—			—		—			—		—
Total available earnings	$	30,793		$	30,799		$	33,704		$	77,108	$	46,249		$	47,238	$	32,242
Fixed charges:
Interest expensed	$	40,503		$	42,970		$	58,316		$	58,326	$	55,209		$	30,015	$	34,082
Interest capitalized		507			—			—			—		—			—		—
Amortization of discounts/ capitalized costs		1,401			1,466			2,728			3,150		3,417			1,856		1,469
Interest in rental expenses		5,874			6,402			8,349			8,316		8,976			4,394		5,301
Total fixed charges:	$	48,285		$	50,838		$	69,393		$	69,792	$	67,602		$	36,265	$	40,852
Deficiency	$	(17,492	)	$	(20,039	)	$	(35,689	)			$	(21,353	)			$	(8,610	)
Ratio of earnings to fixed charges		(A)			(B)			(C)			1.10		(D)			1.30		(E)

(A) Due to the Company’s loss in Fiscal 2008, the ratio coverage was less than 1:1. The Company must generate additional earnings of $17,492 to achieve a coverage ratio of 1:1.

(B) Due to the Company’s loss in Fiscal 2009, the ration coverage was less than 1:1. The Company must generate additional earnings of $20,039 to achieve a coverage ratio of 1:1.

(C) Due to the Company’s loss in Fiscal 2010, the ratio coverage was less than 1:1. The Company must generate additional earnings of $35,689 to achieve a coverage ratio of 1:1.

(D) Due to the Company’s loss in Fiscal 2012, the ratio coverage was less than 1:1. The Company must generate additional earnings of $21,353 to achieve a coverage ratio of 1:1.

(E) Due to the Company’s loss during the 28-week period ended July 13, 2013, the ratio coverage was less than 1:1. The Company must generate additional earnings of $8,610 to achieve a coverage ratio of 1:1.

(1) Fiscal 2010, Fiscal 2011, Fiscal 2012 and the 28-week periods ended July 14, 2012 and July 13, 2013 include the operating results of the acquired Penn Traffic supermarkets following the January 29, 2010 Acquisition.