UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549~~

~~FORM 8-K~~SECURITIES ~~CURRENT~~AND ~~REPORT~~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): October 2127, 2020

RTW RETAILWINDS, INC. ~~(Exact name of registrant as specified in its charter)~~

~~DELAWARE~~ (~~State~~Exact ~~or other jurisdiction~~ name of ~~incorporation)~~registrant ~~1-32315~~as ~~(Commission~~specified ~~File~~in ~~Number)~~its ~~33-1031445 (IRS Employer Identification No.~~charter)

330 West 34th Street 9th Floor New York, New York 10001 (Address of principal executive offices, including Zip Code)

DELAWARE		1-32315		33-1031445
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~(212) 884~~118-~~2000 (Registrant’s~~35 ~~telephone~~Queens ~~number~~Blvd., ~~including area code)~~

4^thFloor

Forest Hills, NY 11375

(Address of principal executive offices, including Zip Code)

(212) 884-2000

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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

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

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		RTWIQ		OTC Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 47.01. ~~Changes~~Regulation inFD ~~Registrant’s Certifying Accountant~~Disclosure.

On July ~~October 21~~13, 2020, ~~BDO~~RTW ~~USA~~Retailwinds, ~~LLP~~Inc. (together with its subsidiaries, the “~~BDO~~Company”), ~~the~~filed ~~independent~~voluntary ~~registered~~petitions ~~public~~for relief ~~accounting~~under ~~firm~~Chapter 11 of ~~RTW~~the ~~Retailwinds,~~Bankruptcy ~~Inc.~~Code (~~the~~ “~~Company~~Chapter 11”), ~~sent~~in the ~~Company’s~~United ~~Board~~States ofBankruptcy ~~Directors~~Court afor ~~letter notifying~~ the ~~Company~~District of ~~that~~New ~~BDO~~Jersey ~~was resigning as~~ (the ~~Company’s~~“Bankruptcy ~~auditor~~Court”). The Company’s ~~Board~~has requested joint administration of ~~Directors~~its ~~did~~Chapter ~~not~~11 ~~recommend~~cases orunder the ~~approve~~caption ~~BDO’s~~In ~~resignation~~re: RTW Retailwinds, Inc., et. al., Case No. 20-18445.

•On October ~~BDO’s~~27, ~~reports~~2020, on the Company’s ~~consolidated~~filed ~~financial~~with ~~statements~~the asBankruptcy ofCourt ~~and~~its monthly operating report for the ~~fiscal~~period ~~years~~beginning ~~ended~~August ~~February~~30, 2020 1and ending October 3, 2020 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto as Exhibit 99.1 and ~~February~~is 2,incorporated ~~2019~~herein ~~did~~by reference. This Current Report on Form 8-K (including the exhibit hereto) (this “Form 8-K”) will not ~~contain~~be deemed an ~~adverse~~admission ~~opinion~~as orto ~~disclaimer~~the materiality of ~~opinion~~any information disclosed herein. The Monthly Operating Report and ~~were~~other documents filed with the Bankruptcy Court are available for inspection at https://cases.primeclerk.com/rtwretailwinds. Documents and other information available on such website are not ~~qualified~~part orof ~~modified~~this asForm 8-K and are not deemed to ~~uncertainty,~~be ~~audit~~incorporated by ~~scope~~reference orin ~~accounting~~this ~~principles;~~Form 8-K.

•The information, ~~During~~including ~~the~~Exhibit ~~Company’s two most recent fiscal years ended February~~ 99.1, ~~2020 and February 2~~hereto, ~~2019 and~~ the ~~subsequent~~Company ~~interim~~furnished ~~period~~under ~~through~~Item ~~October~~7.01 ~~21,~~of ~~2020,~~this ~~(i)~~report ~~there~~is ~~were~~not nodeemed ~~disagreements~~“filed” for ~~within~~purposes ~~the meaning~~ of ~~Item~~Section ~~304(a)(1)(iv)~~18 of ~~Regulation S-K, between~~ the ~~Company~~Securities ~~and~~Exchange ~~BDO~~Act ~~on any matter~~ of ~~accounting principles or practices~~1934, ~~financial~~as ~~statement disclosure~~amended, or ~~auditing~~otherwise ~~scope~~subject orto ~~procedure,~~the ~~any~~liabilities of ~~which~~ that, section. ifRegistration ~~not~~statements ~~resolved~~or toother ~~BDO’s~~documents ~~satisfaction,~~filed ~~would~~with ~~have caused BDO to make reference to~~ the ~~subject~~Securities ~~matter~~and ofExchange ~~any~~Commission ~~such~~shall ~~disagreement~~not inincorporate ~~connection~~this information ~~with~~by ~~its reports for such years and interim period~~reference, ~~and~~except ~~(ii)~~as ~~there~~otherwise ~~were~~expressly nostated ~~reportable~~in ~~events~~such ~~within the meaning of Item 304(a)(1)(v) of Regulation S-K~~filing.

~~The~~Cautionary ~~Company~~Statement ~~has~~Regarding ~~provided a copy of this Current Report on Form 8-K to BDO and requested that BDO furnish to~~ the ~~Company~~Monthly aOperating ~~letter addressed to the SEC stating whether it agrees with the Company’s statements in this Current~~ Report on Form 8-K and, if not, stating the respects in which it disagrees, to permit the Company to file the response letter with the SEC within the required timeframe. The letter furnished by BDO on October 22, 2020 is filed herewith as Exhibit 16.

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited ~~selected~~or anreviewed by independent ~~registered~~accountants, ~~public~~was not prepared in accordance with generally accepted accounting ~~firm~~principles, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to ~~replace~~future ~~BDO~~adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

~~Item 9~~As reported in a Form 12b-25 filed by the Company on July 29, 2020, following the commencement of the Company’s Chapter 11 cases, the Company has been unable to continue filing the periodic reports required by Section 13(a) under the Exchange Act without unreasonable effort and expense due to the time and effort management has devoted to the bankruptcy process.01 ~~Financial~~Accordingly, ~~Statements~~the Company did not file a Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2020, nor does it intend to file any other reports on Forms 10-Q or 10-K for subsequent periods. Instead, the Company plans to file Current Reports on Form 8-K containing (i) the disclosure of material events in its Chapter 11 cases and ~~Exhibits~~any other information required by the instructions to Form 8-K; and (ii) as exhibits, the monthly operating reports and any other documents that include unaudited financial information that are filed by the Company with the Bankruptcy Court.

~~The~~Item ~~following exhibit~~9.01 isFinancial ~~filed~~Statements and ~~herewith:~~Exhibits.

Exhibit Number		Description
(d) Exhibit
16		Letter dated October 22, 2020 from BDO USA, LLP to the Securities and Exchange Commission.
Exhibit No.		Description
99.1		Monthly Operating Report for the period beginning August 30, 2020 and ending October 3, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RTW RETAILWINDS, INC.	~~RTW RETAILWINDS, INC.~~
		/s/ Sheamus Toal	~~/s/ Sheamus Toal~~
Date: October 26, 2020		Name:	Sheamus Toal
Date: November 16, 2020	Name:	Sheamus Toal
	Title:	~~Title:~~Chief Executive Officer and Chief Financial Officer	~~Chief Executive Officer and~~
			Chief Financial Officer

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