Happiness Express Inc – ‘8-K’ for 5/31/96

As of:  Thursday, 8/8/96   ·   For:  5/31/96   ·   Accession #:  950123-96-4147   ·   File #:  0-24422

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     12K 
 2: EX-99.A     Copy of Letter From Coopers and Lybrand                1      6K 

8-K   —   Current Report
Document Table of Contents

8-K
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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 31, 1996                 

 HAPPINESS EXPRESS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-24422                                            13-3532966   
(Commission File Number)                                (I.R.S. Employee        
                                                 Identification No.)

One Harbor Park Drive, Port Washington, New York             11050              
(Address of Principal Executive Offices)            (Zip Code)      

(516) 484-3700
(Registrant's Telephone Number, Including Area Code)

8-K
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INFORMATION TO BE INCLUDED IN REPORT

The 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   
months.                                                                         

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.                                     

(c) Exhibits                                                  

Number             Exhibit                                                      

A                  Copy of letter dated May 31, 1996 to the Company from Coopers
         & Lybrand, LLP, the Company's independent auditors.

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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 hereunto duly authorized.                                           

                   HAPPINESS EXPRESS, INC.
                        ----------------------------
                (Registrant)

Date: August 8, 1996                  By: /s/ John A. Poserina                  
                           -----------------------
                    John A. Poserina
                           Chief Financial Officer

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EXHIBIT INDEX   

EXHIBIT                          DESCRIPTION                                    
-------                          -----------                                    
A                  Copy of letter dated May 31, 1996 to the Company from Coopers
         & Lybrand, LLP, the Company's independent auditors.

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		8/8/96		3					None on these Dates
For Period End:		5/31/96		1		4
		3/31/96		2
		3/31/95		2
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