SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549FORM 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 31, 1996 HAPPINESS EXPRESS, INC.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number) (I.R.S. Employee
One Harbor Park Drive, Port Washington, New York11050
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code)
INFORMATION TO BE INCLUDED IN REPORTThe Registrant Happiness Express, Inc. is referred to herein
as the "Company."ITEM 5. OTHER EVENTS.
In connection with the Company's previously reported on-going
investigation into financial irregularities with respect to its financial
statements and accounting records, information has been discovered which
indicates that a revision of the Company's financial statements as of March 31,1995 and for the fiscal year then ended ("fiscal 1995") and for each of the
first three quarterly periods in the fiscal year ended March 31, 1996 ("fiscal
1996") will be necessary. As a result, the Company has not as yet filed its
Annual Report on Form 10-K for fiscal 1996.
Because of the accounting irregularities described in previously
reported press releases, the Company cautioned stockholders and others not to
rely on any of the foregoing financial statements. The Company also advised that
Coopers & Lybrand, LLP had withdrawn its auditors' report related to the fiscal
1995 financial statements, a copy of which withdrawal is annexed hereto as
Exhibit A and is incorporated herein by this reference. Coopers & Lybrand, LLP
is working with the Company so that corrected financial reports can be filed.
Revised financial statements including an auditors' report for fiscal 1995 will
be issued in conjunction with the filing of the Annual Report on Form 10-K for
fiscal 1996. Such filing will be made following completion of the Company's
investigation which is currently expected to be completed within the next two
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
A Copy of letter dated May 31, 1996 to the Company from Coopers
& Lybrand, LLP, the Company's independent auditors.
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 hereunto duly authorized.
HAPPINESS EXPRESS, INC.
Date: August 8, 1996 By: /s/ John A. Poserina
John A. Poserina
Chief Financial Officer