MISTER JAY FASHIONS INTERNATIONAL INC
8-K, 1997-05-20
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):
                                  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.

         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.

         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


<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 15th day of May, 1997.



                                United Textiles & Toys Corporation


                        By:     \s\ Ilan Arbel
                                                           Ilan Arbel
                                                           President




<PAGE>


                                       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

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  under Item 4 of its Form 8-K 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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