UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): December 10, 2007 (October 26,
2007)
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CLEAR
CHOICE FINANCIAL, INC.
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(Exact
Name of Registrant as Specified in its
Charter)
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Nevada
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000-52071
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33-1080880
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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7373
E. Doubletree Ranch Rd., Suite 200, Scottsdale, AZ 85258
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(Address
of principal executive offices) (Zip Code)
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Registrant’s
Telephone Number, Including Area Code: (480) 621-5925
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 (see
General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR
240.14a-
12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
4.01 Changes in Registrant’s Certifying Accountant
On
October 29, 2007, Farber Hass Hurley & McEwen LLP (“Farber & Hass”), the
registered independent public accounting firm for Clear Choice Financial, Inc.
(the “Company”) advised the Company of its resignation as the Company’s
independent auditors effective October 26, 2007.
As
of the
date of this current Report, the Company is delinquent in filing its Forms
10-QSB for the quarters ended December 31, 2006 and March 31, 2007, its Form
10-KSB for the year ended June 30, 2007 and its Form 10-QSB for the quarter
ended September 30, 2007. In connection with the audit of the Company’s
consolidated financial statements for the fiscal year ended June 30, 2006,
and
through October 26, 2007, there were no disagreements between the Company and
Farber & Hass on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which if not resolved
to
Farber & Hass’ satisfaction, would have caused Farber & Hass to make
reference the subject matter of the disagreement in connection with its audit
reports on the Company’s consolidated financial statements.
The
audit
reports of Farber & Hass on the Company’s consolidated financial statements
as of and for the fiscal years ended June 30, 2006 and June 30, 2005 did not
contain an adverse opinion or disclaimer of opinion, however, each of the audit
reports was modified to note that the significant net losses incurred in fiscal
2006 and 2005, respectively, and the working capital deficits at June 30, 2006
and June 30, 2005, respectively, raised substantial doubt about the Company’s
ability to continue as a going concern and that the financial statements for
each of those fiscal years did not include adjustments that might result from
the outcome of those uncertainties.
In
addition, the Company received a letter dated November 2, 2006 from Farber
&
Hass which advised the Company that its subsidiary, Bay Capital Corp., did
not
have a documented system of internal controls over the processing of
information, the recording of transactions or the reporting of financial
results.
The
Board
of Directors is currently reviewing potential candidates for a replacement
independent registered public accounting firm for the Company. However, due
to
the Company’s current insolvency, there can be no assurances that a new auditor
will be engaged.
The
Company provided Farber & Hass a copy of this amendment prior to its filing
with the Securities and Exchange Commission and requested that Farber & Hass
furnish a letter addressed to the Securities and Exchange Commission stating
whether Farber & Hass agrees with the statements made herein. A copy of the
letter dated December 10, 2007 is attached as Exhibit 16.1 to this Form
8-K.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibit is filed
herewith:
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No. |
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16.1
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Letter
from Farber Hass Hurley & McEwen LLP with respect to the disclosures
contained in this Current Report, dated December 10,
2007.
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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.
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Date:
December 10, 2007
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CLEAR
CHOICE FINANCIAL, INC.
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| Date: |
By: |
/s/
Michael J. Schifsky |
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Michael
J. Schifsky
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Chief
Financial Officer
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