Summary of PERFUMANIA HOLDINGS, INC.

Item 4.01. Changes in Registrant's Certifying Accountant.

This Form 8-K/A is being filed pursuant to Securities and Exchange Commission guidance regarding "reverse acquisitions" to amend the disclosure provided in the Form 8-K filed on September 11, 2008, as amended on September 22, 2008, with respect to a change in the registrant's certifying accountant.

On August 11, 2008, the registrant, Perfumania Holdings, Inc. (the "Company") completed its acquisition of Model Reorg, Inc. ("Model Reorg") when Model Reorg merged into the Company's wholly owned subsidiary, Model Reorg Acquisition LLC. For accounting purposes, this merger was a "reverse acquisition" and Model Reorg was considered to be the acquiror. Accordingly, the Company's historical financial condition and results of operations shown for comparative purposes in future periodic filings will reflect Model Reorg's historical results.

The Company's historical financial statements were audited by Deloitte & Touche LLP. Model Reorg's historical financial statements were audited by BDO Seidman, LLP. On September 9, 2008, the Audit Committee of the Company's Board of Directors approved a change in accountants by making the determination to engage Deloitte & Touche LLP to be the Company's principal accountant and to dismiss BDO Seidman, LLP as the Company's principal accountant, effective immediately.

BDO Seidman continued to perform services for the Company, consisting of finalizing the audit of Model Reorg's financial statements for the transition period from November 1, 2007 to February 2, 2008 and performing certain additional reviews. These services were completed on October 29, 2008.

BDO Seidman, LLP's audit reports on the consolidated financial statements of Model Reorg and subsidiaries for the fiscal years ended October 31, 2007 and 2006, and the transition period ended February 2, 2008, did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During Model Reorg's two most recent fiscal years and through the date hereof, there were no disagreements between Model Reorg or the Company and BDO Seidman, LLP 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 BDO Seidman, LLP, would have caused BDO Seidman, LLP to make reference to the matter in its audit report; and there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided BDO Seidman, LLP with a copy of the foregoing disclosures and requested that BDO Seidman, LLP furnish the Company a letter addressed to the Securities and Exchange Commission stating whether it agrees with them. A copy of BDO Seidman, LLP's response is attached as Exhibit 16.1 to this Form 8-K/A.