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) February
                          26, 2004


                   NICHOLAS FINANCIAL, INC.
    (Exact name of registrant as specified in its Charter)


   British Columbia, Canada        0-26680          8736-3354
 (State or Other Jurisdiction of (Commission   (I.R.S. Employer
  Incorporation or Organization)  File Number) Identification No.)

     2454 McMullen Booth Road, Building C
            Clearwater, Florida                          33759
     (Address of Principal Executive Offices)          (Zip Code)

                        (727) 726-0763
     (Registrant's telephone number, Including area code)


                        Not applicable
    (Former name, former address and former fiscal year, if
                 changed since last report)


<PAGE> 2

Item 4. Changes In Registrant's Certifying Accountant.
At  a meeting held on March 3, 2004, the audit committee  of
the  Board  of  Directors of Nicholas Financial,  Inc.  (the
"Company") approved the engagement of Dixon Hughes PLLC, the
successor in the merger of its current independent auditors,
Crisp Hughes Evans LLP, and the firm of Dixon Odom PLLC,  as
its  independent  auditors  effective  with  the  successful
merger  of  the  two  firms. On March  1,  2004,  the  audit
committee  of the Board of Directors was notified  that  the
merger  of the two firms was completed and that the firm  of
Crisp  Hughes  Evans LLP would no longer be providing  audit
services.

The  Company  engaged Crisp Hughes Evans LLP on December  3,
2003,  as  its  new  Independent public accountants.   Crisp
Hughes  Evans LLP has not audited the Company's consolidated
financial  statements and has not issued an opinion  on  the
Company's consolidated financial statements.

During the period from December 3, 2003 through the date  of
this Form 8-K, there have not been any disagreements between
the  Company  and Crisp Hughes Evans LLP on  any  matter  of
accounting  principles  or  practices,  financial  statement
disclosures,   or   auditing  scope  or   procedure,   which
disagreements, if not resolved to the satisfaction of  Crisp
Hughes Evans LLP, would have caused it to make reference  to
the  subject matter of the disagreements in connection  with
its report.

The disclosures required by Item 304(a)(1)(iv)of Regulation
S-B are not applicable.

During  the last two fiscal years ended March 31,  2003  and
2002 or during the subsequent interim periods from March 31,
2003  through and including the date of this Form  8-K,  the
Company has not consulted with Dixon Odom PLLC prior to  its
merger with Crisp Hughes Evans LLP forming the firm of Dixon
Hughes   PLLC  on  either  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 consolidated financial statements
or  any  other  matter or reportable event listed  in  Items
304(a)(2)(i) or (ii) of Regulation S-B.

The  Company has provided Crisp Hughes Evans LLP with a copy
of  the  disclosures  contained  in  this  report,  and  has
requested  Crisp  Hughes Evans LLP to furnish  it  a  letter
addressed  to the Commission stating whether it agrees  with
the above statements. A copy of that letter, dated March  4,
2004 is filed as Exhibit 16.

Item 5.   Other Events

The Company has established March 8, 2004 as the record date
for  its  semi-annual cash dividend of $.05 cents per  share
with a payment date of March 22, 2004.

A copy of the Company's press release announcing the
foregoing actions is attached as Exhibit 17 to this Report
on Form 8-K and incorporated herein by reference.

Item  7.  Financial  Statements and Exhibits

 (c)  Exhibits

  Exhibit No. Description of Document

    16       Statement  from  Crisp  Hughes  Evans   LLP
             agreeing  with  statements  made   by   the
             Company in Form 8-K dated March 3, 2004

    17       Press release announcing dividend record
             date and payment date, dated February 26, 2004

<PAGE> 3

                         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.


                  NICHOLAS FINANCIAL, INC.
                        (Registrant)

Date: March 4, 2004           /s/ Peter L. Vosotas
                             ---------------------------
                             Peter L. Vosotas
                             Chairman, President,
                             Chief Executive Officer
                             (Principal Executive Officer)


Date: March 4, 2004          /s/ Ralph T. Finkenbrink
                             --------------------------
                             Ralph T. Finkenbrink
                             (Principal Financial Officer
                              and Accounting Officer)


<PAGE> 4

                         Exhibit Index


Exhibit No.

  16     Statement from Crisp Hughes Evans LLP dated
          March  4, 2004

  17     Press release dated February 26, 2004


<PAGE> 5

EXHIBIT 16 TO FORM 8-K



March  4, 2004

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Commissioners:

We have read Item 4 included in the Form 8-K dated March 4,
2004 of Nicholas Financial, Inc. to be filed with the
Securities and Exchange Commission and are in agreement
with the statements contained therein.

Very truly yours,



/s/Crisp Hughes Evans LLP

<PAGE> 6


EXHIBIT 17 TO FORM 8-K



                    FOR IMMEDIATE RELEASE

Nicholas

Nicholas Financial, Inc.
Corporate Headquarters

2454 McMullen-Booth Rd.
Building C, Suite 501
Clearwater, FL 33759


Contact:  Ralph Finkenbrink
          Sr.Vice President, Finance
Nasdaq:   NICK
Web Site: www.nicholasfinancial.com

Nicholas Financial, Inc.
Ph # - 727-726-0763
Fax # -727-726-2140




     Nicholas Financial, Inc. Announces Semi-Annual Cash
                          Dividend.


Clearwater, Florida, - February 26, 2004: Peter L.  Vosotas,
Chairman,  CEO  and  President of Nicholas  Financial,  Inc.
Nasdaq:   NICK   announced  today  that  the   Company   has
established March 8, 2004 as the record date for  its  semi-
annual  cash dividend of $.05 cents per share with a payment
date of March 22, 2004.
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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) February
                          26, 2004

                   NICHOLAS FINANCIAL, INC.
    (Exact name of registrant as specified in its Charter)

   British Columbia, Canada        0-26680          8736-3354
 (State or Other Jurisdiction of (Commission   (I.R.S. Employer
  Incorporation or Organization)  File Number) Identification No.)

     2454 McMullen Booth Road, Building C
            Clearwater, Florida                          33759
     (Address of Principal Executive Offices)          (Zip Code)

                        (727) 726-0763
     (Registrant's telephone number, Including area code)

                        Not applicable
    (Former name, former address and former fiscal year, if
                 changed since last report)
2

Item 4. Changes In Registrant's Certifying Accountant.
At  a meeting held on March 3, 2004, the audit committee  of
the  Board  of  Directors of Nicholas Financial,  Inc.  (the
"Company") approved the engagement of Dixon Hughes PLLC, the
successor in the merger of its current independent auditors,
Crisp Hughes Evans LLP, and the firm of Dixon Odom PLLC,  as
its  independent  auditors  effective  with  the  successful
merger  of  the  two  firms. On March  1,  2004,  the  audit
committee  of the Board of Directors was notified  that  the
merger  of the two firms was completed and that the firm  of
Crisp  Hughes  Evans LLP would no longer be providing  audit
services.

The  Company  engaged Crisp Hughes Evans LLP on December  3,
2003,  as  its  new  Independent public accountants.   Crisp
Hughes  Evans LLP has not audited the Company's consolidated
financial  statements and has not issued an opinion  on  the
Company's consolidated financial statements.

During the period from December 3, 2003 through the date  of
this Form 8-K, there have not been any disagreements between
the  Company  and Crisp Hughes Evans LLP on  any  matter  of
accounting  principles  or  practices,  financial  statement
disclosures,   or   auditing  scope  or   procedure,   which
disagreements, if not resolved to the satisfaction of  Crisp
Hughes Evans LLP, would have caused it to make reference  to
the  subject matter of the disagreements in connection  with
its report.

The disclosures required by Item 304(a)(1)(iv)of Regulation
S-B are not applicable.

During  the last two fiscal years ended March 31,  2003  and
2002 or during the subsequent interim periods from March 31,
2003  through and including the date of this Form  8-K,  the
Company has not consulted with Dixon Odom PLLC prior to  its
merger with Crisp Hughes Evans LLP forming the firm of Dixon
Hughes   PLLC  on  either  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 consolidated financial statements
or  any  other  matter or reportable event listed  in  Items
304(a)(2)(i) or (ii) of Regulation S-B.

The  Company has provided Crisp Hughes Evans LLP with a copy
of  the  disclosures  contained  in  this  report,  and  has
requested  Crisp  Hughes Evans LLP to furnish  it  a  letter
addressed  to the Commission stating whether it agrees  with
the above statements. A copy of that letter, dated March  4,
2004 is filed as Exhibit 16.

Item 5.   Other Events

The Company has established March 8, 2004 as the record date
for  its  semi-annual cash dividend of $.05 cents per  share
with a payment date of March 22, 2004.

A copy of the Company's press release announcing the
foregoing actions is attached as Exhibit 17 to this Report
on Form 8-K and incorporated herein by reference.

Item  7.  Financial  Statements and Exhibits

 (c)  Exhibits

  Exhibit No. Description of Document

    16       Statement  from  Crisp  Hughes  Evans   LLP
             agreeing  with  statements  made   by   the
             Company in Form 8-K dated March 3, 2004

    17       Press release announcing dividend record
             date and payment date, dated February 26, 2004
3

                         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.

                  NICHOLAS FINANCIAL, INC.
                        (Registrant)

Date: March 4, 2004           /s/ Peter L. Vosotas
                             ---------------------------
                             Peter L. Vosotas
                             Chairman, President,
                             Chief Executive Officer
                             (Principal Executive Officer)

Date: March 4, 2004          /s/ Ralph T. Finkenbrink
                             --------------------------
                             Ralph T. Finkenbrink
                             (Principal Financial Officer
                              and Accounting Officer)
4

                         Exhibit Index

Exhibit No.

  16     Statement from Crisp Hughes Evans LLP dated
          March  4, 2004

  17     Press release dated February 26, 2004
5

EXHIBIT 16 TO FORM 8-K

March  4, 2004

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Commissioners:

We have read Item 4 included in the Form 8-K dated March 4,
2004 of Nicholas Financial, Inc. to be filed with the
Securities and Exchange Commission and are in agreement
with the statements contained therein.

Very truly yours,

/s/Crisp Hughes Evans LLP
6

EXHIBIT 17 TO FORM 8-K

                    FOR IMMEDIATE RELEASE

Nicholas

Nicholas Financial, Inc.
Corporate Headquarters

2454 McMullen-Booth Rd.
Building C, Suite 501
Clearwater, FL 33759

Contact:  Ralph Finkenbrink
          Sr.Vice President, Finance
Nasdaq:   NICK
Web Site: www.nicholasfinancial.com

Nicholas Financial, Inc.
Ph # - 727-726-0763
Fax # -727-726-2140

     Nicholas Financial, Inc. Announces Semi-Annual Cash
                          Dividend.

Clearwater, Florida, - February 26, 2004: Peter L.  Vosotas,
Chairman,  CEO  and  President of Nicholas  Financial,  Inc.
Nasdaq:   NICK   announced  today  that  the   Company   has
established March 8, 2004 as the record date for  its  semi-
annual  cash dividend of $.05 cents per share with a payment
date of March 22, 2004.