SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K/A
AMENDMENT NO. 2
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 13, 1997
PC ETCETERA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-17419 13-3260705
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
462 Seventh Avenue, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
(212) 736-5870
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accounting
(a) On February 24, 1997, the Registrant dismissed the accounting firm
of Arthur Anderson LLP, who was previously engaged as the principal accountant
to audit the Registrant's financial statements. The principal accountant's
report on the financial statements for either of the Registrant's two most
recent fiscal years did not contain an adverse opinion or a disclaimer of
opinion, or was qualified or modified as to audit scope, or accounting
principles. The principal accountant's report on the financial statements for
the Registrant's fiscal year ended December 31, 1995 contained a qualification
as to uncertainty regarding the Registrant's ability to continue as a going
concern.
The decision to change accountants was recommended and approved by the
Board of Directors of the Registrant. During the registrant's two most recent
fiscal years and the interim period through February 24, 1997 there were no
disagreements with the former accountant 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 the former
accountant, would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report. No "reportable events" as defined
in Item 304(a)(1)(v) of Regulation S-K occurred during the Registrant's two most
recent fiscal years or the interim period through February 24, 1997.
(b) On February 25, 1997, the Registrant engaged Ernst & Young LLP to
audit the Registrant's financial statements. An affiliate of Ernst & Young LLP,
Kost, Levary & Forer, C.P.A.s, independent accountants in Israel, are the
auditors of Mashov, Sivan and Mashov CBT.
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Item 7. Financial Statements and Exhibits.
(a) The financial statements of the Registrant are not included in this
Report and will be included with the Registrant's annual report of Form 10-KSB
to be filed on or about March 31, 1997.
(b) Exhibits.
Exhibit No.
* 1 - Stock Purchase Agreement dated February 6, 1997 by and between
Mashov and the Registrant.
16 - Arthur Andersen letter dated March 7, 1997 pursuant to Item
304(a)(3) of Regulation S-K.
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* Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
PC ETCETERA, INC.
(Registrant)
By:/s/ Roy Machnes
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Roy Machnes
Chief Executive Officer
Date: March 13, 1997
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Exhibit 16
ARTHUR
ANDERSEN
March 7, 1997
Arthur Andersen LLP
1345 Avenue of theAmericas
New York NY 10105-0032
Securities and Exchange Commission
Washington, DC 20459
Re: PC Etcetera, Inc.
Form 8-K/A
Amendment No. 2
Dear Sirs:
As the auditor of PC Etcetera, Inc. consolidated financial statements as of
December 31, 1995 and the year then ended, we agree with the disclosure
contained in the above noted filing.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
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