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): July 25, 1997
STAGE II APPAREL CORP.
----------------------
(Exact Name of Registrant as Specified in its Charter)
New York 1-9502 13-3016967
-------- ------ ----------
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
350 Fifth Avenue, New York, New York 10118
- ------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 564-5865
--------------
- --------------------------------------------------------------------------------
(Former Name or Former Address if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) On July 25, 1997, Registrant dismissed KPMG Peat Marwick LLP as its
independent accountants ("KPMG"). This action had been approved by Registrant's
Audit Committee of its Board of Directors. During the past three years KPMG did
not issue a report on Registrant's financial statements that either contained an
adverse opinion or a disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles.
During the period of its engagement there were no disagreements between
Registrant and KPMG on any matter of accounting principles or practices,
financial statement disclosure, or audit scope and procedure, which
disagreement, if not resolved to the satisfaction of KPMG, would have caused
them to make reference to the subject matter of the disagreement in connection
with its opinion.
(b) On July 25, 1997 the Board of Directors of Registrant appointed
Mahoney Cohen & Company, CPA, P.C. ("MC&C") as its independent accountants.
Prior to such engagement, Registrant did not consult with MC&C regarding the
application of accounting principles to a specified transaction, or the type of
audit opinion that may be rendered with respect to the Registrant's financial
statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
1. Letter by independent accountants in connection with the
disclosure under item 4 of this Report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: July 31, 1997
STAGE II APPAREL CORP.
By: /s/Jack Clark
------------------------
Jack Clark, Chairman
2
Exhibit 1
August 1, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen;
We were previously pricipal accountants for Stage II Apparel Corp. and, under
the date of March 31, 1997, we reported on the consolidated financial statements
of Stage II Apparel Corp. and subsidiaries as of and for the years ended
December 31, 1996 and 1995. On July 25, 1997, our appointment as principal
accountants was terminated. We have read Stage II Apparel Corp.'s statements
included under Item 4 of its Form 8-K dated July 31, 1997, and we agree with
such statements, except that we are not in a position to agree or disagree with
Stage II Apparel Corp.'s statements that the change was approved by the Audit
Committee of the Board of Directors or its statement that Mahoney Cohen &
Company, CPA, P.C. has been appointed as Stage II Apparel Corp.'s. independent
accountants and that Mahoney Cohen & Company, CPA, P.C. was not consulted
regarding the application of accounting principles to a specified transaction,
or the type of audit opinion that might be rendered on Stage II Apparel Corp.'s
financial statements.
Very truly yours,
/s/ KPMG PEAT MARWICK LLP
