UNITED TEXTILES & TOYS INC
8-K, 1997-07-22
HOBBY, TOY & GAME SHOPS
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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 21, 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 July 1, 1997, the board of directors of the  Registrant  authorized
the Registrant=s executive officers to engage Jerome Rosenberg, CPA, P.C. as the
Company's  new  auditing  firm for the year  ending  March  31,  1997.  Prior to
engaging Jerome  Rosenberg,  CPA, P.C. such accounting firm was not consulted on
any matters  relative to the  application of accounting  principles on specified
transactions  or in any matter that was the subject of a  disagreement  with the
prior accountants.

         The  change  in  accountants  was  not  due  to  any  discrepancies  or
disagreements  between the Company and Lazar  Levine & Co pany LLP on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure.

         The  former   accountants=   reports  on  the  Registrant=s   financial
statements  for the years  ended  March 31,  1995 and 1996 did not  contain  any
adverse opinions,  disclaimer of opinion, nor were they qualified or modified as
to  uncertainty,  audit scope or  accounting  principles as required by Item 304
(a)(3) of  Regulation  S-B  promulgated  under the  Securities  Act of 1933,  as
amended.  The Company filed the required letter from Lazar Levine & Company LLP,
as to whether the accounting firm agrees with the statements made therein.




<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 21st day of July, 1997.



United Textiles & Toys Corporation


By: \s\ Ilan Arbel
Ilan Arbel
President



<PAGE>




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