8-K

UNITED STATES

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):  December 19, 2012

CHEROKEE INC.

(Exact name of registrant as specified in its charter)

Delaware	1-18640	95-4182437
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

5990 Sepulveda Boulevard

Sherman Oaks, California 91411

(Address of Principal Executive Offices) (Zip Code)

(818) 908-9868

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a)(1)  Former Independent Registered Public Accounting Firm.  On December 19, 2012, Cherokee Inc. (the “Company”), acting pursuant to the unanimous approval of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), dismissed Moss Adams LLP (“MA”) as the Company’s independent registered public accounting firm. MA’s reports on the Company’s consolidated financial statements as of and for the years ended January 29, 2011 and January 28, 2012 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended January 29, 2011 and January 28, 2012 and from January 28, 2012 through December 19, 2012, there were no disagreements between the Company and MA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MA, would have caused MA to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such years.

In addition, none of the “reportable events” described in Item 304(a)(l)(v) of Regulation S-K occurred with respect to the Company during the years ended January 29, 2011 and January 28, 2012 and from January 28,  2012 through December 19, 2012.

The Company requested MA to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.  A copy of MA’s letter, dated December 24, 2012, indicating that it agrees with the above statements, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(2)  New Independent Registered Public Accounting Firm.  On December 19, 2012, acting pursuant to the unanimous approval of the Audit Committee, the Company engaged Ernst & Young LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements and internal control over financial reporting for the year ending February 2, 2013.

During the years ended January 29, 2011 and January 28, 2012 and from January 28,  2012 through December 19, 2012, neither the Company nor anyone acting on its behalf consulted Ernst & Young LLP regarding (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (2) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
16.1	Letter of Moss Adams LLP to the SEC dated December 24, 2012.

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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.

	CHEROKEE INC.
December 26, 2012	By:	/s/ Mark DiSiena
		Mark DiSiena
		Chief Financial Officer

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EX-16.1

EXHIBIT 16.1

WWW.MOSSADAMS.COM

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Ladies and Gentlemen:

We have read Item 4.01(a)(1) of Form 8-K dated December 24, 2012, of Cherokee Inc. and are in agreement with the statements contained therein, except for the statement regarding the unanimous approval of the Audit Committee of the Company’s Board of Directors, as we have no basis to agree or disagree with this statement.  Furthermore, as it relates to Item 4.01(a)(2), we also have no basis to agree or disagree with the statements of the registrant contained therein.

/s/ Moss Adams LLP

Los Angeles, CA

December 24, 2012