WILLIAM GREENBERG JR DESSERTS & CAFES INC
8-K, 1997-06-03
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                       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): May 5, 1997

                 WILLIAM GREENBERG, JR. DESSERTS AND CAFES, INC.
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                          (Exact name of Registrant as specified in its charter)

                                    Delaware
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                 (State or other jurisdiction of incorporation)

          1-13984                                       13-3832215
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  (Commission File Number)                  (I.R.S. Employer Identification No.)

   222 New Road, Parsippany, New Jersey                                 07054
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(Address of principal executive offices)                              (Zip Code)

       Registrant's telephone number, including area code: (201) 808-8248

                                 Not Applicable
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          (Former name or former address, if changed since last report)

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ITEM 4.  Change in Registrant's Certifying Accountant.

        Weinick,  Sanders  & Co.  LLP has  served as the  Company's  independent
accountants since 1995. During the fiscal year ended December 31, 1996, Weinick,
Sanders & Co. LLP audited the  accounts of the Company and also  provided  other
audit and  accounting  services to the  Company in  connection  with  Commission
filings. As of May 5, Weinick, Sanders & Co. LLP has been dismissed. The Company
has not had any disagreements  with Weinick,  Sanders & Co. LLP on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure.

        Weinick,  Sanders & Co. LLP's report on the  Company's  Annual Report on
Form 10-KSB for the fiscal year ended  December  31, 1996  contained  an opinion
which stated that the Company's year end net loss and working capital deficiency
raised  "substantial  doubt about the  Company's  ability to continue as a going
concern."

        Upon  recommendation  of the Audit  Committee of the Board of Directors,
the Board has selected  Zeller Weiss & Kahn as the new  independent  accountants
for the fiscal year ending December 31, 1997.

                                       -2-

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ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits.  The following exhibits are filed herewith:

Regulation S-B
Exhibit Number:

(16)     Letter on change in certifying  accountant from Weinick,  Sanders & Co.
         LLP dated April 30, 1997.

                                       -3-


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                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                  William Greenberg Jr. Desserts and Cafes, Inc.


Dated: June 2, 1997               By:           /s/ Philip Grabow
                                      -----------------------------------------
                                      Philip Grabow, President

                                       -4-


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EXHIBIT 16

                   [LETTERHEAD OF WEINICK, SANDERS & CO. LLP]

                                                                    June 2, 1997

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:  William Greenberg Jr. Desserts and Cafes, Inc. - Change in Accountants
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Gentlemen and Ladies:

        We have reviewed the Form 8-K filing of William  Greenberg Jr.  Desserts
and Cafes, Inc. (Commission File Number 1-13984)  ("Greenberg") of June 2, 1997.
This letter is to confirm that we agree with the statements made by Greenberg in
the Form 8-K filing of June 2, 1997 as to the termination of the  client-auditor
relationship between William Greenberg Jr. Desserts and Cafes, Inc. and Weinick,
Sanders & Co. LLP.

Sincerely,

/s/ Weinick, Sanders & Co. LLP
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Weinick, Sanders & Co. LLP




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