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) September 14,2001 SHOCHET HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-15733 59-2651232 (Commission File Number) (IRS Employer Identification Number) 433 Plaza Real, Suite 245 Boca Raton, Florida 33432 (Address of principal executive offices) (561) 362-9300 (Registrant's telephone number, including area code) Item 4. Change in Registrant's Certifying Accountant (a) Previous Independent Accountants i) On September 14, 2001, Shochet Holding Corp. (the "Company" or "Shochet") dismissed KPMG Peat Marwick ("KPMG"), as its independent accountants, effective immediately. KPMG had completed all activities related to the Company's 2001 fiscal year audit. (ii) In none of the financial statements have KPMG's reports for the past 2 fiscal years contained any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The decision to dismiss KPMG was approved by the board of directors. (iv) During the past 2 fiscal years, there were no disagreements with KPMG on any matter of accounting practices or principles, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused them to make reference thereto in their report on the financial statements for such period. (v) During the past 2 fiscal years, none of the events described in Regulation S-K Item 304(a)(1)(v) occurred. (vi) On September 28, 2001, the Company delivered a copy of the disclosure that it proposed to make in Item 4 of this Form 8-K, and requested that KPMG furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not KPMG agreed with such disclosures. The Company will file an amendment to its Form 8-K when it receives such letter. (b) New Independent Accountants (i) The Company engaged the firm of Feldman Sherb & Co., P.C. ("FS") as independent accountants for the Company's fiscal year ending January 31, 2002, upon approval by the Company's Board of Directors and a majority of its shareholders. (ii) During the two most recent fiscal years the Company has not consulted with FS with respect to (a) 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 (b) on 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 (as defined in Item 304 (a)(1)(v) of Regulation S-K). Item 7. Financial Statements and Exhibits Financial Statements None. Exhibits None. SIGNATURE 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. SHOCHET HOLDING CORP. By:/s/ Arnold Roseman ------------------- Arnold Roseman Chief Financial Officer Date: October 2, 2001