UNITED STATES
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 18, 2003
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CONSUMERS FINANCIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
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Pennsylvania 0-2616 23-1666392
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(State or Other Jurisdiction (Commission file Number) (IRS Employer
of Incorporation) Identification No.)
1525 Cedar Cliff Drive, Camp Hill, PA 17011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (717) 730-6306
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Item 4. Change in Registrant's Certifying Accountant.
(a)(1) As of September 18, 2003, Stambaugh Ness, PC resigned as the principal
independent accountants for Consumers Financial Corporation (the "Registrant").
The report of Stambaugh Ness, PC on the financial statements for either
of the past two fiscal years contained no adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, scope or
accounting principles. Although the financial statements audited by Stambaugh
Ness, PC for the year ended December 31, 2002 contained an explanatory paragraph
pertaining to the Company's ability to continue as a going concern, such
financial statements did not contain any adjustment that might result from the
uncertainty stated therein. In addition, during Registrant's two most recent
fiscal years and through September 18, 2003, there were no disagreements with
Stambaugh Ness, PC 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 Stambaugh Ness, PC would
have caused that firm to make reference in connection with its reports to the
subject matter of the agreements or a reportable event.
(a)(2) As of September 23, 2003, Marcum & Kliegman LLP was engaged as the new
principal independent accountants, commencing with the interim financial
statement review for the third quarter ending September 30, 2003, and the audit
for the year ending December 31, 2003. The appointment of Marcum & Kliegman LLP
was recommended and approved by the Registrant's Board of Directors. During the
Registrant's two most recent fiscal years, the Registrant did not consult Marcum
& Kliegman LLP regarding either (i) the application of accounting principles to
a specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on Registrant's financial statements, and neither
a written report nor oral advice was provided to the Registrant by Marcum &
Kliegman that they concluded was an important factor considered by the
Registrant in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
"disagreement" or event identified in response to paragraph (a)(1)(iv) of Item
304, as those terms are used in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K.
(a)(3) The Registrant has provided Stambaugh Ness, PC with a copy of this
disclosure and has requested that Stambaugh Ness, PC furnish it with a letter
addressed to the U.S. Securities and Exchange Commission ("SEC") stating whether
it agrees with the above statements. A copy of the letter from Stambaugh Ness,
PC addressed to the SEC dated September 24, 2003 is filed as Exhibit 16.1 to
this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements. N/A
(b) Exhibits
16.1 Letter from Stambaugh Ness, PC on change in certifying accountant.
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.
CONSUMERS FINANCIAL CORPORATION
By: /s/ Donald J. Hommel
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Donald J. Hommel
President, Chief Executive
Officer and Chief Financial
Officer