UNITED STATES
SECURITIES AND 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): APRIL 17, 2002
OLYMPIC CASCADE FINANCIAL CORPORATION
(Exact name of registrant as specified in its chapter)
Delaware 001-12629 36-4128138
-------- --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
875 North Michigan Avenue, Suite 1560, Chicago, Illinois 60611
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 312-751-8833
------------
----------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The information set forth in this Item 4 is being furnished herein as a
result of recent communications with and comments received by the Company from
the Staff of the Securities and Exchange Commission (the "SEC"), wherein the
Staff informed the Company that it is the Staff's position that the merger in
April 2002 (the "Merger") of Feldman Sherb & Co., P.C., a professional
corporation of certified public accountants ("Feldman Sherb"), into Grassi &
Co., CPAs, P.C., a professional corporation of certified public accountants
("Grassi"), both former independent accountants of Olympic Cascade Financial
Corporation, constituted a "change of accountants" pursuant to Item 304 of
Regulation S-K, promulgated under the Securities Act of 1933, as amended.
On April 17, 2002, Feldman Sherb merged into Grassi, with Grassi as the
successor firm. Feldman Sherb was the independent accounting firm for the
Company for the years ended September 29, 2000 and September 28, 2001 and
through the period ended April 17, 2002.
During such time, the report of Feldman Sherb on the financial
statements of the Company for such fiscal years did not contain any adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles. In addition, during such
time, there was no disagreement with Feldman Sherb on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure. The Company has requested Feldman Sherb to furnish it with a letter
addressed to the SEC stating whether it agrees with the statements made above by
the Company. A copy of such letter, dated October 9, 2003, is filed with this
report on Form 8-K.
Consequently, directly as a result of the Merger, the Company formally
engaged Grassi as the Company's independent accountants for the year ending
September 30, 2002. Prior to its engagement, the Company had not consulted with
Grassi with respect to 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 the Company's financial statements, and
neither a written report nor oral advice was provided to the Company by Grassi
that Grassi concluded was an important factor considered by the Company in
reaching a decision as to an 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.
Grassi was the independent accounting firm for the Company for the year
ended September 28, 2002 and through the period ended May 1, 2003. On May 5,
2003, the Company filed a Form 8-K disclosing the April 2002 merger of Feldman
Sherb into Grassi and the subsequent dismissal of Grassi as the Company's
independent accountants effective May 1, 2003. On May 1, 2003, the Company's
Audit Committee engaged Marcum & Kliegman LLP as the Company's independent
accountants for the year ending September 30, 2003.
The action concerning the change in accountants pursuant to the Merger
has been confirmed by the Company's Board of Directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
--------
16.1 Letter dated October 9, 2003 from Feldman Sherb to the SEC
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.
Olympic Cascade Financial Corporation
October 9, 2003 By: /s/ Mark Goldwasser
-------------------
Mark Goldwasser
President and Chief Executive Officer