PC ETCETERA INC
8-K, 1995-08-17
EDUCATIONAL SERVICES
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                       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:  August 11, 1995
                        (Date of earliest event reported)



                                   PC ETCETERA, INC.
        ----------------------------------------------------------------
               (Exact name of Registrant as specified in charter)



   Delaware                       0-17419                     13-3260705
---------------            ---------------------         ---------------------
(State or other             (Commission File No.)        (IRS Employer Identi-
jurisdiction of                                              fication Number)
incorporation)



               462 Seventh Avenue, New York, New York  10018
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code: (212) 736-5870
                                                    --------------

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ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

          On August 11, 1995, PC Etcetera, Inc. (the "Registrant") dismissed
Norman Stumacher as its independent public accountants.  Such determination was
made by the Registrant's Board of Directors.

          Norman Stumacher had served as the Registrant's independent public
accountants from inception (March 1, 1985) through the fiscal year ended
December 31, 1994.

          Norman Stumacher's reports on the Registrant's financial statements as
of December 31, 1993 and 1994 and for the years then ended neither contain an
adverse opinion or a disclaimer of opinion nor is qualified or modified as to
audit scope or accounting principles, except that Norman Stumacher did not audit
the financial statements of PC Etcetera Israel Ltd., a wholly-owned subsidiary
of the Registrant ("PC Israel"), for the fiscal year ended December 31, 1994 and
its report, insofar as it relates to the amounts included for PC Israel, was
based solely on the report of other auditors.  Norman Stumacher's reports are
not qualified or modified as to uncertainty.

          During the fiscal years ended December 31, 1993 and 1994 and the
period from January 1, 1995 to August 10, 1995, there were no disagreements with
Norman Stumacher on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of such firm, would have caused it to make
reference to the subject matter of the disagreements in connection with its
report.

          On August 11, 1995, the Board of Directors of the Registrant approved
the engagement of Arthur Andersen & Co. as its new independent public
accountants with respect to the fiscal year ending December 31, 1995.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

          (c)  EXHIBITS.

                    (i) Letter from Norman Stumacher to the Securities and
                    Exchange Commission


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                                   SIGNATURES


          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 thereunto duly authorized.

                                                  PC ETCETERA, INC.

                                                  By: /s/Terry I. Steinberg
                                                      --------------------------
                                                      Terry I. Steinberg,
                                                      President


Dated: August 15, 1995


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                                                                 Exhibit (i)


                                NORMAN STUMACHER
                           Certified Public Accountant
                          585 Stewart Avenue, Suite 760
                           Garden City, New York 11530
                                 (516) 222-6096




                                   August 15, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

          RE:    PC ETCETERA, INC.
          ------------------------

Dear Sirs:

          We have read Item 4 of PC Etcetera, Inc.'s Form 8-K for an event dated
August 11, 1995 and are in agreement with the statements contained therein.



                                   Very truly yours,

                                   /s/Norman Stumacher

                                   Norman Stumacher




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