CHAMPION FINANCIAL CORP /MD/
8-K/A, 1997-06-12
PERIODICALS: PUBLISHING OR PUBLISHING & PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    Form 8-KA

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)       May 30, 1997
                                                  ---------------------



                         Champion Financial Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         UTAH                           0-19499                88-0169547
- --------------------------------------------------------------------------------
(State of other jurisdiction         (Commission             (IRS Employer
of incorporation)                    File Number)            Identification No.)



9495 East San Salvador Drive, Scottsdale, Arizona               85258
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)



Registrant's telephone number, including area code       (602) 614-4285
                                                    -----------------------
<PAGE>
                                   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.

                                           CHAMPION FINANCIAL CORPORATION


May 30, 1997                           By  /S/ Paul F. Caliendo
                                         --------------------------------------
                                           Paul F. Caliendo
                                           President and Chief Executive Officer
<PAGE>
Item 4.  Changes in Registrant's Certifying Accountants

(a)      Dohan and Company, P.A., CPA's was previously the principal accountants
         for  Champion  Financial  Corporation.  On May 29,  1997,  that  firm's
         appointment  as  principal  accountants  was  terminated  and KPMG Peat
         Marwick,  LLP was engaged as  principal  accountants.  The  decision to
         change  accountants  was  approved  by the  Board of  Directors  of the
         Registrant. The March 31, 1997, fiscal year-end audit will be performed
         by KPMG Peat Marwick, LLP.

(b)      In connection with the audit of the fiscal  year-ended  March 31, 1996,
         and the subsequent  interim  period through May 29,1997,  there were no
         disagreements  with Dohan and Company,  P.A.,  CPA's,  on any matter of
         accounting principles or practices,  financial statement disclosure, or
         auditing scope or procedures,  which  disagreements  if not resolved to
         their  satisfaction  would  have  caused  them  to  make  reference  in
         connection   with  their   opinion  to  the   subject   matter  of  the
         disagreement.

         The audit report of Dohan and  Company,  P.A.,  CPA's on the  financial
         statements  of Champion  Financial  Corporation  as of and for the year
         ended March 31, 1996, did not contain any adverse opinion or disclaimer
         of opinion,  nor was it qualified or modified as to uncertainty,  audit
         scope, or accounting  principles,  except that Dohan and Company, P.A.,
         CPA's  report  on  the  financial   statements  of  Champion  Financial
         Corporation  as of and for the year ended  March  31,1996,  contained a
         separate  paragraph  stating in part that "the  Company  incurred a net
         loss of $347,228  and, at March 31, 1996,  has a deficiency  in working
         capital of $46,843.  The Company's immediate and future working capital
         requirements   are  dependent  on  the  Company's   ability  to  attain
         profitable  operations  through its plan of acquisitions,  to structure
         its  financing   arrangements  and  to  successfully  offer  and  place
         additional shares of the Company's stock. It is not possible to predict
         the outcome of future operations or whether the necessary  acquisitions
         will be consummated or whether  alternative capital or financing may be
         arranged.  Management's  plans regarding these matters are described in
         Note 8. These  conditions raise  substantial  doubt about the Company's
         ability to continue as a going concern. The financial statements do not
         include  any  adjustments  that might  result  from the outcome of this
         uncertainty." A letter from Dohan and Company,  P.A., CPA's is attached
         as Exhibit A.

(c)      As of November 30, 1995, the  registrant  formally  dismissed  Roger B.
         Castro,  CPA,  as its  principal  accountant  to  audit  its  financial
         statements. In the previous fiscal year, the accountant's report of the
         registrant's financial statements did not contain an adverse opinion or
         disclaimer of opinion,  and was not modified as to  uncertainty,  audit
         scope or accounting  principles.  The registrant  had no  disagreements
         with its former  accountant on any matter of  accounting  principles or
         practices,   financial  statement  disclosure,  or  auditing  scope  or
         procedure,   which,   if  not  resolved  to  the  former   accountant's
         satisfaction,  would  have  caused  him to  make  reference  to such in
         connection  with his report.  The  decision to change  accountants  was
         approved by the Board of  Directors of the  registrant  on November 30,
         1995.
<PAGE>
         The  Registrant  had requested  that Mr. Castro furnish a letter to the
         Commission  stating  whether  he  agrees  with  the  statements  in the
         foregoing  paragraph  and that  such  letter  be  delivered  within  10
         business days after the filing of the previous Form 8-K, which he did.
<PAGE>
                         [Dohan and Company Letterhead]

        Exhibit A



June 11, 1997



Securities and Exchange Commission
Washington, D. C.  20549



Ladies and Gentlemen:

We were previously principal  accountants for Champion Financial Corporation and
under the date of July 10,  1996,  we reported on the  financial  statements  of
Champion  Financial  Corporation as of and for the year ended March 31, 1996. On
May 29, 1997, our appointment as principal auditors was terminated. We have read
Champion Financial  Corporation's  statements  included under Item 4 of its Form
8-KA dated June 11, 1997, and we agree with such statements.


Very truly yours,


/s/
Dohan and Company



Commission File Number:    0-19499


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