UNITED TEXTILES & TOYS INC
8-K/A, 1997-06-09
HOBBY, TOY & GAME SHOPS
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                   FORM 8-K/A


                                 CURRENT REPORT


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



                     Date of Report (Date of Earliest event
                                   reported):
                                  May 14, 1997


                       UNITED TEXTILES & TOYS CORPORATION
             (Exact name of registrant as specified in its charter)


Delaware                      O-21178                       13-3626613
State of                      Commission File               IRS Employer
Incorporation                 Number                        Identification No


                              448 West 16th Street
                            New York, New York 10011
                     Address of principal executive offices

        Registrant's telephone number, including area code (212) 391-2272


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










<PAGE>



ITEM 4.  CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT.

         On May 14,  1997,  the  Registrant  and  Lazar,  Levine &  Company  LLP
mutually  agreed  that  Lazar,  Levine &  Company  LLP  would no  longer  be the
Registrant's  auditors.  The resignation of Lazar,  Levine & Company LLP was not
due to any discrepancies or disagreements  between the Company and Lazar, Levine
& Company LLP on any matter of accounting  principles  or  practices,  financial
statement  disclosure,  or  auditing  scope or  procedure  as there were no such
discrepancies or disagreements.

         There were no disagreements  on any matter of accounting  principles or
practices, financial statement disclosure, or auditing scope or procedure during
the two  fiscal  years  ended  March  31,  1996  and  1995  through  the date of
resignation,  May 14, 1997.  The  Registrant's  board of directors  approved the
acceptance of the accountant's resignation.

         Annexed hereto is the required letter from Lazar, Levine & Company LLP,
that the accounting firm agrees with the statements made herein.



<PAGE>







                                    Exhibits


16.01 Letter from Lazar,  Levine & Company LLP,  dated May 15, 1997 16.02 Letter
from Lazar, Levine & Company LLP, dated May 15, 1997



<PAGE>







                                   SIGNATURES



         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized this 4th day of June, 1997.



                  United Textiles & Toys Corporation


                                                         By:      \s\ Ilan Arbel
                                                                      Ilan Arbel
                                                                       President


<PAGE>

Exhibit 16.02

                           Lazar, Levine & Company LLP
                          Certified Public Accountants



                                  May 15, 1997



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

         Re:      United Textiles & Toys Corporation
                  Formerly Mister Jay Fashions International, Inc.
                  File Ref. No. 0-21178

Dear Madam or Sir:

         We were  previously  the principal  auditors for United  Textile & Toys
Corporation,  formerly Mister Jay Fashions International,  Inc. (the "Company"),
and under date of June 18,  1996,  we  reported  on the  consolidated  financial
statements  of the  Company and its  subsidiaries  as of and for the years ended
March 31, 1996 and 1995.

         On May 14, 1997,  we resigned as principal  auditors.  We have read the
Company's  statements  included in Item 4 of its Form 8-K/A dated May 14,  1997,
and we agree with such statements.

                                                               Very truly yours,



                                                 /s/ Lazar, Levine & Company LLP
                                                     LAZAR, LEVINE & COMPANY LLP


<PAGE>




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