Item 4.01. Changes in Registrant's Certifying Accountant.
On January 5, 2009, Frederick's of Hollywood Group Inc. (the "Company") was notified that, effective December 31, 2008, the shareholders of Mahoney Cohen & Company, CPA, P.C. ("MC"), the Company's independent registered public accounting firm, became shareholders of Mayer Hoffman McCann P.C. pursuant to an asset purchase agreement and that, as a result thereof, MC has resigned as independent registered public accounting firm for the Company. The New York practice of Mayer Hoffman McCann P.C. now operates under the name MHM Mahoney Cohen CPAs. The Audit Committee of the Company's Board of Directors has engaged MHM Mahoney Cohen CPAs to serve as the Company's new independent registered public accounting firm.
During the Company's fiscal year ended July 26, 2008 and through the date of this Current Report on Form 8-K, the Company did not consult with MHM Mahoney Cohen CPAs regarding any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
The audit report of MC on the consolidated financial statements of the Company as of and for the year ended July 26, 2008 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audit of the Company's consolidated financial statements for the fiscal year ended July 26, 2008 and through the date of this Current Report on Form 8-K, there were (i) no disagreements between the Company and MC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of MC, would have caused MC to make reference to the subject matter of the disagreement in their report on the Company's financial statements for such year or for any reporting period since the Company's last fiscal year end and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided MC a copy of the disclosures in this Form 8-K and has requested that MC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not MC agrees with the Company's statements in this Item 4.01. A copy of the letter dated January 6, 2009 furnished by MC in response to that request is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
16.1 Letter from Mahoney Cohen & Company, CPA, P.C. to the Securities and Exchange Commission, dated January 6, 2009

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