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)
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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Coopers & Lybrand, LLP had withdrawn its auditors' report related to the fiscal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.

EX-99.A

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                         [COOPERS & LYBRAND LETTERHEAD]



                                                                May 31, 1996




Mr. Joseph Sutton
Chief Executive Officer
Happiness Express Inc.
One Harbor Park Drive
Pt. Washington, NY 11050

Dear Mr. Sutton:

In connection with the investigation into the financial irregularities recently
discovered with respect to the financial statements and accounting records of
Happiness Express Inc., certain information has come to our attention regarding
the Company's financial statements as of and for the year ended March 31, 1996
that indicates a revision of those statements is necessary.

Please notify persons who are known to be relying or who are likely to rely on
the financial statements and the related auditors' report that they should not
be relied upon, and that revised financial statements and auditors' report will
be issued upon completion of the investigation.

Also, you should discuss with the Securities and Exchange Commission,
appropriate stock exchanges and other regulatory agencies the disclosures to be
made or other measures to be taken in the circumstances.

                                        Very truly yours,

                                        /s/ Coopers & Lybrand L.L.P.


cc:  Morton H. Scheer, Morton H. Scheer & Co.
     William B. Wachtel, Gold & Wachtel