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 (Date of Earliest event reported):
February 20, 1997
PLAY CO. TOYS & ENTERTAINMENT CORP.
(Exact name of registrant as specified in its charter)
Delaware O-25030 95-3024222
State of Commission File
Incorporation IRS Employer
Number. Identification No.
550 Rancheros Drive
San Marcos, California 92069
Address of principal executive offices
Registrant's telephone number, including area code (619) 471-4505
N/A
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN THE REGISTRANT=S CERTIFYING ACCOUNTANT.
On February 20, 1997, the board of directors of the Registrant
authorized the R gistrant=s executive officers to engage Haskell & White,
Certified Public Accountants as the Company's new auditing firm for the year
ending March 31, 1997. Prior to engaging Haskell & White, 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. During the past year, Haskell & White
has provided services to the Company of a general financial consulting nature
and performed agreed upon procedures in the due diligence process related to the
January 1997 acquisition of substantially all the assets of Toys International.
The change in accountants was not due to any discrepancies or
disagreements between the Company and BDO Seidman, 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 odified 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. Upon receipt of the required letter from BDO Seidman, LLP, as to
whether the accounting firm agrees with the statements made herein, the
Registrant shall attach said letter as an exhibit as an amendment to this
report.
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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 24th day of February, 1997.
Play Co. Toys & Entertainment Corp.
By: \s\ Richard Brady
Richard Brady
President
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