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) May 1327, 2004

FIRST CHESAPEAKE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

VIRGINIA

0-21912

54-1624428

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

~~999~~200 ~~YAMATO~~FOUR ~~ROAD~~FALLS, SUITE ~~100~~115

~~BOCA~~WEST ~~RATON~~CONSHOHOCKEN, ~~FLORIDA~~PENNSYLVANIA ~~33431~~19428

(Address of principal executive offices)

(~~561~~610) ~~981~~238-~~1850~~9050

(Registrant’s telephone number including area code)

~~ITEM~~999 1.YAMATO ~~Changes~~ROAD, inSUITE ~~Control~~100 ~~of Registrant.~~

OnBOCA ~~May 13~~RATON, ~~2004,~~FLORIDA ~~the~~33431 Board of Directors of First Chesapeake Financial Corporation (FCFK.PK) voted to unilaterally terminate the Securities Purchase Agreement entered into between First Chesapeake and All American Companies, Inc. (AAC), a Delaware Corporation, on July 30, 2003.

~~As part of the Securities Purchase Agreement, AAC was purchasing 10,000,000 new shares of First Chesapeake common stock. Under the terms of the escrow arrangement entered~~(Former ~~into~~name asor ~~part~~former ~~of the Securities Purchase Agreement~~address, aif ~~certificate~~changed ~~for~~since ~~5,400,000~~last ~~shares~~report) was to be held in escrow until AAC timely obtained the release of certain personal guarantees and liens. The remaining 4,600,000 shares of stock was subject to shareholder approval of an increase in the number of shares of common stock that First Chesapeake is permitted to issue under its certificate of incorporation, an event which never occurred. On May 13, 2004, the Board of Directors of First Chesapeake voted to cancel the certificate for 5,400,000 shares of common stock issued to AAC ab initio and direct the escrow agent to return the certificate to First Chesapeake. The Board of Directors is in the process of notifying its transfer agent to cancel the certificate.

First Chesapeake is in the process of retaining an independent counsel to determine what other actions need to be taken by the Company to protect the rights of the shareholders.

On May 13, 2004, the Board was also notified that shareholders Mark Mendelson and Mark Glatz have declared that the Stock Purchase Agreement that they entered into with AAC on July 30, 2003 was in default and have instructed the escrow agent to return the shares to Mark Mendelson and Mark Glatz. Under the Stock Purchase Agreement, an aggregate of 3,674,709 shares of First Chesapeake stock was held in escrow until AAC timely obtained the release of certain personal guarantees and liens. The Company has been informed that only one payment due Mr. Mendelson and Mr. Glatz was made after August 1, 2003.

Once the 10,000,000 shares are cancelled and the 2,851,877 shares are returned to Mr. Mendelson, Mr. Mendelson will own or control 40% of the issued and outstanding shares of First Chesapeake common stock or 33.1% of the shares on a fully diluted basis. Mr. Mendelson will be the largest single shareholder of the Company’s stock. The Company anticipates that a group of shareholders led by Mr. Mendelson will control more than 50% of the Company’s common stock.

As reported in the 8-K filed with the SEC on April 28, 2004, the Company is taking the position that the debenture issued to GL Equities, LLC on January 9, 2004 has been satisfied, and that the conversion rights contained therein have been extinguished. Additionally, the Company has not yet issued 3,200,000 shares of common stock that are to be issued to Cindy Estes upon the approval of the Company’s stockholders of an increase in the number of authorized shares of the Company’s common stock. The Company is investigating this transaction.

This report contains forward-looking information including statements regarding the Company’s business outlook or future performance, anticipated profitability, revenues, expenses or other financial items. Factors that could cause actual events to differ materially from these forward-looking statements include, but are not limited to, the following: overall economic and business conditions, trends for the continued growth of the mortgage and financial services industry, the realization of anticipated revenues, profitability and cost synergies, the demand for the Company’s products and services, pricing and other competitive factors in the industry and new government regulations and/or legislative initiatives. These and other risks are described in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2002 and Quarterly Report on Form 10-QSB through September 30, 2003.

ITEM 5. Other Events and Regulation FD Disclosure.

On May 1727, 2004, ~~and~~the ~~May~~Board ~~18,~~of ~~2004,~~Directors of First Chesapeake Financial Corporation (FCFK.PK) ~~filed~~authorized ~~Forms~~the ~~12b-25~~transfer ~~and~~of ~~12b-25/A~~100% of the common stock of Medical Capital Group, ~~respectively~~Inc. (MCG), ~~disclosing~~a ~~the~~Florida ~~Company~~corporation, to Michael O’sHanlon, ~~inability~~the toprincipal ~~file~~organizer ~~its~~of ~~Form~~the 10wholly-Qowned ~~for~~subsidiary. ~~the~~MGC ~~period~~was ~~ended March~~formed 31in March, 2004. ~~The~~by ~~Company~~First ~~could~~Chesapeake ~~not~~to ~~file~~provide medical billing, transcription, data entry, and audit services to clients in the 10healthcare industry as disclosed in an 8-QK ~~within~~filed ~~the~~on ~~prescribed~~March ~~time~~11, ~~period~~2004. ~~because~~Final ~~the~~approval ~~Company~~for isa ~~unable~~business plan to ~~complete~~begin ~~timely~~operations ~~its~~was ~~financial~~never ~~statements~~given ~~without~~by ~~unreasonable~~First ~~effort~~Chesapeake’s orBoard ~~expense~~of Directors. ~~The~~As ~~Company~~a ~~also~~result ~~disclosed~~of ~~that~~the Board itof Directors’ review of First Chesapeake’s present situation, First Chesapeake has decided to transfer its interest in MCG to Mr. O’Hanlon. First Chesapeake does not ~~yet~~believe that this transfer qualifies as a disposal of a ~~filed~~“significant ~~its~~amount ~~Form~~of ~~10-K~~assets, ~~for~~otherwise than in the ~~year~~ordinary ~~ended~~course ~~December~~of 31business,” ~~2003~~requiring disclosure under Item 2 of this form due to the fact that MCG had yet to begin operations or realize an incoming cash-flow resulting from services provided to clients.

On May 28, 2004, First Chesapeake was served with a civil complaint for damages in excess of $350,000.00 filed by Donald Vinik, a former Director of First Chesapeake, in the Circuit Court of the 15^th Judicial Circuit of Florida in Palm Beach County. The complaint also names Kautilya Sharma, First Chesapeake’s former Chairman, CEO, and President, Sheenoo Sharma, Trade Tech Holding, Inc., a Pennsylvania corporation, Geek Securities, Inc., a Delaware corporation primarily owned by Mr. Sharma, and Collateral One Mortgage Corporation, a Virginia corporation and wholly-owned subsidiary of First Chesapeake, as defendants. Mr. Vinik alleges that he wired $350,000.00 into an account of First Chesapeake in September, 2003 to purchase 50% of a company known as Blue Ridge Land Development (Blue Ridge), which owned approximately 34 acres of land in Putnam County, West Virginia. Mr. Vinik asserts that the $350,000.00 was intended to purchase from First Chesapeake shares of First Chesapeake common stock to be issued to Cynthia Estes in exchange for 50% of Blue Ridge, with title being held in the name of Mr. Sharma and Mr. Vinik, personally. First Chesapeake never purchased Blue Ridge, and is investigating whether the $350,000.00 was wired into one of its accounts, as Mr. Vinik alleges, or alternatively, into an account of one of the co-defendants. Additionally, First Chesapeake asserts that as a Director, with access to non-public information, Mr. Vinik was aware that First Chesapeake did not have authorized and unissued common stock available to consummate this transaction in addition to the fact that this transaction was never authorized by its Board of Directors. First Chesapeake has retained outside legal counsel to vigorously defend against the claims of Mr. Vinik.

On June 9, 2004, in response to cash flow problems, Collateral One Mortgage Corporation, a wholly-owned subsidiary of First Chesapeake, closed all of its offices and laid off all but three employees which were specifically retained for the purpose of winding up operations. Collateral One’s mortgage origination business suffered an abrupt downturn following the arrest of Kautilya Sharma, a/k/a Tony Sharma, First Chesapeake’s former Chairman, CEO, and President, for activities unrelated to First Chesapeake, as disclosed in an 8-K filed on May 17, 2004. First Chesapeake is considering if filing a petition for relief under Chapter 7 of the Bankruptcy Code by Collateral One would be in First Chesapeake’s best interests.

On June 11, 2004, First Chesapeake closed its corporate offices in Boca Raton, Florida, which was subleased on a month-to-month basis from another tenant. First Chesapeake has relocated its corporate offices to 200 Four Falls, Suite 115, West Conshohocken, Pennsylvania, outside of Philadelphia. Before moving to Boca Raton on August 13, 2003, the company’s previous headquarters was located in Philadelphia, Pennsylvania. First Chesapeake is in the process of transferring its records to its new Pennsylvania headquarters, where it will continue a full audit of its finances as disclosed in an 8-K filed on May 17, 2004.

On June 14, 2004, First Chesapeake learned that an involuntary bankruptcy petition under Chapter 7 of the Bankruptcy Code was filed in the United States Bankruptcy Court for the Southern District of Florida against First Chesapeake on June 10, 2004. Although the Company has not been served with the petition, the petitioners, Serafina Martell, Daniel Bittinger, and Cynthia Estes, claim that First Chesapeake is indebted to them in the aggregate amount of $575,000.00, or the individual amounts of $25,000.00, $500,000.00, and $50,000.00, respectively.

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~~The~~On ~~Company~~April ~~reported~~26, on2004, ~~the~~Mr. ~~Form~~Bittinger ~~12b-25~~demanded ~~filed~~payment onfrom ~~March~~First ~~30,~~Chesapeake ~~2003~~under ~~that~~a itconvertible ~~would~~promissory benote ~~unable~~for $250,000.00, toallegedly ~~file~~executed ~~its~~by ~~Annual~~the ~~Report~~Company on ~~Form 10-K~~November ~~for~~3, ~~the~~2003 ~~year~~and ~~ended~~which ~~December~~was 31due and payable on March 5, ~~2003~~2004. ~~within~~First Chesapeake disputes the ~~prescribed~~validity ~~time~~of ~~period.~~this Asdebt ~~reported~~because onits management does not believe that the ~~Form~~Company ~~8-K~~received ~~filed~~consideration for onits obligations under the note. On April 1926, 2004, ~~the~~Mr. ~~Company~~Bittinger ~~exceeded~~also ~~the~~demanded 15payment ~~day~~under ~~extension~~a second convertible promissory note, ~~yet~~which ~~anticipated~~was ~~filing~~allegedly ~~its~~entered ~~Annual~~into ~~Report~~between onMr. ~~Form~~Bittinger ~~10-K~~and ~~within~~the 30Company’s ~~days~~former management on November 3, 2003 for $250,000.00. On ~~May 17~~April 26, 2004, after consultation with the ~~Company~~company’s ~~Board~~management, ofMr. ~~Directors~~Bittinger ~~determined~~conceded that the ~~Company~~second ~~will~~convertible bepromissory ~~unable~~note tofor ~~file~~$250,000.00 ~~its~~was ~~Annual~~not ~~Report~~a ~~within~~valid debt and marked the 30document ~~day~~as ~~period~~void ~~disclosed~~and inreturned it to the ~~Form~~Company. ~~8-K~~The ~~filed~~Company onis ~~April~~unaware 19of any debts due Mr. Bittinger as detailed in his petition. In the bankruptcy petition, ~~2004~~Ms. ~~The~~Estes ~~Company~~and ~~anticipates~~Ms. ~~filing~~Martell ~~its~~indicate ~~Annual~~that ~~Report~~their ~~within~~debts arise from loans made to First Chesapeake. The Company is also reviewing the ~~next~~validity 30of ~~days,~~these ~~subject~~alleged todebts. The Company is in the ~~completion~~process of ~~work~~obtaining byadditional information regarding the bankruptcy petition and is reviewing its ~~auditors~~rights, ~~Russell,~~as ~~Bedford,~~well ~~Stefanou,~~as ~~Mirchandani~~the potential effect of this action on the Company’s business as a whole. Once the petition is served, ~~LLP~~the Company plans on vigorously defending against this action.

~~Investors~~On ~~and~~June ~~shareholders~~14, ~~are~~2004, ~~advised~~First Chesapeake learned that ~~effective~~Cynthia ~~May~~Estes, 21the Manager of Professional Property Developers, ~~2004~~LLC (PPD), ~~the~~a West Virginia Limited Liability Company’s, filed ~~stock~~a ispetition nofor ~~longer~~bankruptcy ~~eligible~~under Chapter 11 of the Bankruptcy Code on behalf of PPD. Ms. Estes and the two other members of PPD transferred their entire interest to beFirst ~~traded~~Chesapeake as disclosed in an 8-K filed on September 19, 2003. Following the ~~NASD~~purchase, ~~OTC~~First ~~Electronic~~Chesapeake ~~Bulletin~~retained ~~Board~~Ms. Estes as the Manager of PPD. Ms. Estes’ petition asserts that she is currently the sole member of PPD. First Chesapeake is taking the position that PPD is a wholly-owned subsidiary of First ~~because~~Chesapeake, and will assert the position that First Chesapeake is the sole member of PPD in the Bankruptcy Court. First Chesapeake is in the process of obtaining additional information regarding the bankruptcy petition and is reviewing its ~~inability~~rights in regards to ~~timely~~Ms. ~~file~~Estes’ ~~its~~actions, ~~Annual~~as ~~Report~~well onas ~~Form~~the ~~10-K~~potential ~~for~~effect of this action on the ~~year~~Company’s ~~ended~~business ~~December~~as ~~31,~~a ~~2003~~whole.

First Chesapeake does not anticipate being able to file is Form 10-K for the year ended December 31, 2003 by June 27, 2004 as disclosed in an 8-K filed on May 28, 2004. Due to the recent events disclosed on this form, the Company is not in a position at this time to estimate when its Annual Report will be filed. First Chesapeake anticipates filing its Form 10-Q for the period ended March 31, 2004 at the same time that it files its 10-K for the year ended December 31, 2003.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 28, 2004		First Chesapeake Financial Corporation
Dated June 21, 2004		First Chesapeake Financial Corporation
		/s/ Vincent L. Muratore
		Vincent L. Muratore
		Interim Acting President and Interim Acting CEO

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