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): February 21, 2007
CONSUMERS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 0-2616 23-166-6392
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
132 Spruce Street,Cedarhurst, NY 11516
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 792 0900
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))
FORM 8-K
Section 4 - Matters Related to Accountants and Financial Statements
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Item 4.01 Changes in Registrant's Certifying Accountant
We have terminated HJ Associates, LLC, Certified Public Accountants, as
our independent certifying accountants, effective February 21, 2007. The
termination of our relationship with HJ Associates was unanimously accepted by
our board of directors on February 21, 2007.
HJ Associates LLC's audit report to our financial statements for the year
ended December 31, 2004, includes a modification expressing substantial doubt as
to our company's ability to continue as a going concern because we had not
established an ongoing source of revenues sufficient to cover our operating
costs. Our ability to continue as a going concern is dependent on obtaining
adequate capital to fund future operating losses until we become profitable. The
audit report contains no other adverse opinion, disclaimer of opinion or
modification as to uncertainty, audit scope or accounting principle.
In connection with its audit for the 2004 fiscal year and the interim
periods until the date of termination, there have been no disagreements with HJ
Associates,LLC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures which, if not resolved to
the satisfaction of HJ Associates,LLC would have caused it to make reference to
the subject matter of the disagreement in connection in its report on the
financial statements.
During our two most recent fiscal years and through February 6, 2007 there
have been no reportable events as set forth in Regulation S-B, Item
304(a)(1)(iv). We have provided HJ Associate,LLC with a copy of this Form 8-K
and requested that it furnish us with a letter addressed to the Securities and
Exchange Commission stating whether or not HJ Associates,LLC agrees with the
above statements. A copy of the letter provided to us by HJ Associates,LLC in
response to this request is filed as Exhibit 16.1 to this Form 8-K.
Also on February 21, 2007, our board of directors unanimously approved a
resolution to engage Moore & Associates, Chartered, Certified Public
Accountants, to become our new independent certifying accountants. During the
two most recent fiscal years and through February 21, 2007, we have not
consulted with Moore & Associates regarding:
(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 our financial statements, and no written report or oral advice
was provided to us by concluding there was an important factor to be
considered by us in reaching a decision as to an accounting, auditing or
financial reporting issue; or
(ii) any matter that was the subject of a disagreement, as that term is
defined in Item 304(a)(1)(iv) of Regulation S-B and the related
instructions thereto, or a reportable event, as set forth in Item
304(a)(1)(iv) of Regulation S-B.
Section 9 - Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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16.1 Letter regarding change in certifying accountant
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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
Date: February 28, 2007 By /S/ Jack Ehrenhaus
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Jack Ehrenhaus
President
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