FORM 10-QSB/A
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
(X) Quarterly report pursuant to section 13 or 15(d) of the
SECURITIES AND EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from to
Commission File No. 0-25619
HAMILTON-McGREGOR INTERNATIONAL, INC.
-------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
New York, U.S.A. 11-3280448
(State or other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
1719 Route 10 W, Suite 119, Parsippany, New Jersey 07054
(Address of Principal Executive Offices)
(973) 292-2833
(Issuer's Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of Securities under a plan confirmed by court.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date:
4,977,505 shares as of March 31, 1999.
<PAGE>
HAMILTON-McGREGOR INTERNATIONAL, INC.
Form 1O-Q for the quarter ended March 31, 1999
TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT
Part I. Financial Information
Item 1. Financial Statements (unaudited):
Balance Sheet as of March 31, 1999 and
June 30, 1998 and 1997
Statements of Operations for the nine months ended
March 31, 1999 and the years ended June 30, 1998 and 1997
Statements of Cash Flows for the nine months ended
March 31, 1999 and the years ended June 30, 1998 and 1997
Notes to the Financial Statements
Item 2. Management's Discussion and Analysis
or Plan of Operation
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security
holders
Item 5. Other Information
Item 6. Exhibits and reports on form 8-K
SIGNATURES
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<PAGE>
HAMILTON-McGREGOR INTERNATIONAL, INC.
Balance Sheet
(Unaudited)
HAMILTON-MCGREGOR INTERNATIONAL INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
March 31, June 30,
-------------- ------------- -------------
1999 1998 1997
-------------- ------------- -------------
(unaudited)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 12,292 $ 21,102 $ 544,567
Contracts receivable, less allowance
for doubtful accounts of $40,000
and $30,000, respectively 737,347 1,186,610 967,419
Other receivables 46,993 - -
Costs and estimated earnings in excess of
billings on uncompleted contracts 35,730 96,582 31,999
Current prepaid incentive compensation - - 20,100
Prepaid expenses and other current assets 774 2,648 13,070
Current deferred tax assets 22,568 22,568 27,633
Deferred financing costs - - -
Other current assets 45,000 55,450 -
-------------- ------------- -------------
Total current assets 900,704 1,384,960 1,604,787
-------------- ------------- -------------
Furniture, fixtures, equipment and leasehold
improvements (net of accumulated
depreciation of $150,190, $133,604 and
$181,123, respectively) 57,946 84,089 120,306
Prepaid incentive compensation - - 125,625
Deferred tax assets - - 250,410
Other assets 5,000 3,188 3,284
-------------- ------------- -------------
TOTAL ASSETS $ 963,650 $ 1,472,237 $ 2,104,412
============== ============= =============
LIABILITIES & STOCKHOLDERS' (DEFICIENCY)
Current Liabilities:
Short-term borrowings $ - $ - $ 200,000
Current portion of note payable -
acquisition 66,667 72,222 -
Current maturities of long-term debt 8,529 10,632 12,237
Accounts payable and accrued expenses 816,664 671,998 1,095,179
Billings in excess of costs and estimated
earnings on uncompleted contracts 215,186 812,207 491,631
Due to related party - - -
Current deferred tax liabilities 220,544 - 6,030
-------------- ------------- -------------
Total current liabilities 1,107,046 1,567,059 1,805,077
Note payable - acquisition, net of
current portion 52,778 91,667 1,000,000
Note payable - related party 175,309 101,000 -
Long-term debt 56,137 15,611 23,695
Non-current deferred tax liabilities - - 37,688
COMMITMENTS AND CONTINGENCIES - - -
-------------- ------------- -------------
TOTAL LIABILITIES 1,391,270 1,775,337 2,866,460
-------------- ------------- -------------
Stockholders' (deficiency)
Common stock, $.0001 par value,
15,000,000 shares authorized,
4,977,505 shares issued and outstanding 498 498 498
Retained (deficit) (428,118) (303,598) (762,546)
-------------- ------------- -------------
TOTAL STOCKHOLDERS' (DEFICIENCY) (427,620) (303,100) (762,048)
-------------- ------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' (DEFICIENCY) $ 963,650 $ 1,472,237 $ 2,104,412
============== ============= =============
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
For the For the
Nine Months Ended Years Ended
March 31, June 30,
-------------- ------------- -------------
1999 1998 1997
-------------- ------------- -------------
(unaudited)
<S> <C> <C> <C>
Contract revenues $ 5,337,711 $ 5,633,716 $ 7,389,279
Costs of revenues earned 4,309,164 4,388,829 5,860,886
-------------- ------------- -------------
Gross profit 1,028,547 1,244,887 1,528,393
Selling, general and administrative expenses
(includes depreciation and amortization
expense of $16,584, $34,720 and $36,131,
respectively) 1,120,441 1,352,873 1,601,136
-------------- ------------- -------------
Income (loss) from operations (91,894) (107,986) (72,743)
-------------- ------------- -------------
Other income (expense)
Interest income 4,106 - 321
Interest expense (36,732) 6,139 (107,226)
-------------- ------------- -------------
Income (loss) before provision for
(recovery of) income taxes and
extraordinary item (124,520) (101,847) (179,648)
Provision for (recovery of) income taxes - (72,250) (144,950)
-------------- ------------- -------------
Income (loss) before extraordinary item (124,520) (29,597) (34,698)
Extraordinary item:
Gain from extinguishment of debt (net
of income tax recovery of $284,107) - 488,543 -
-------------- ------------- -------------
Net income (loss) $ (124,520) $ 458,946 $ (34,698)
============== ============= =============
Weighted average number of shares of
common stock outstanding 5,586,905 4,977,505 4,977,505
============== ============= =============
Basic income (loss) per share $ Nil $ 0.09 $ Nil
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
1999 1998 1997
-------------- ------------- -------------
(unaudited)
<S> <C> <C> <C>
Net income (loss) $ (124,520) $ 458,946 $ (34,698)
Adjustments to reconcile excess of revenue
over expenses to net cash provided by
(used in) operating activities:
Depreciation and amortization 26,042 34,720 36,131
Provision for doubtful accounts 20,000 20,000 -
Deferred income taxes - (72,250) (144,950)
(Income) loss on investment in
limited partnership (1,709) 96 182
Changes in operating assets and
liabilities:
Contracts receivable 429,263 (239,191) (326,946)
Other receivable (46,993) - -
Costs and estimated earnings in excess
of billings on uncompleted contracts 60,852 (64,583) (11,536)
Prepaid expenses and other current
assets 12,324 100,697 29,928
Accounts payable and accrued expenses 144,666 (423,182) 473,381
Billings in excess of costs and
estimated earnings on uncompleted
contracts (597,021) 320,576 186,416
Gain from extinguishment of debt - (463,543) -
-------------- ------------- -------------
Net cash provided by (used in)
operating activities (77,096) (327,714) 207,909
-------------- ------------- -------------
Acquisition of furniture, fixtures and equipment - - (42,536)
Business acquisition - - -
Security deposits - - -
-------------- ------------- -------------
Net cash provided by (used in)
investing activities - - (42,536)
-------------- ------------- -------------
Loan from affiliate - - -
Repayment of note payable - acquisition (44,444) (62,064) -
Proceeds from note payable - related party 74,309 200,000 -
Proceeds from long-term debt 50,000 - -
Repayment of long-term debt (11,577) (133,689) 14,481
Proceeds from line of credit - - 200,000
Repayment of line of credit - (200,000) -
Issuance of common stock, net - - -
-------------- ------------- -------------
Net cash provided by financing
activities 68,288 (195,753) 214,481
-------------- ------------- -------------
Net increase (decrease) in cash and cash
equivalents (8,808) (523,467) 379,854
Cash and cash equivalents at beginning of year 21,100 544,567 164,713
-------------- ------------- -------------
Cash and cash equivalents at end of year $ 12,292 $ 21,100 $ 544,567
============== ============= =============
See Independent Auditors' Report and Notes to Consolidated
Financial Statements.
</TABLE>
<PAGE>
<PAGE>
HAMILTON MCGREGOR INTERNATIONAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999 and June 30, 1998 and 1997
1 - Business
The Company's business is the construction of state-of-the-art
imaging centers and other medical facilities. The Company offers
a full range of services, including turnkey design and
construction services, site analysis, architectural engineering,
and on-site project management.
2 - Summary of Significant Accounting Policies
Principles of consolidation
The consolidated financial statements include the accounts of
Hamilton-McGregor International Inc. ("Hamilton") and its
wholly-owned subsidiary, Prime Contracting Corporation ("Prime"),
collectively the "Company". Hamilton was incorporated in the
State of New York on August 17, 1995. Prime was incorporated in
the State of New Jersey on June 16, 1978. Hamilton acquired all
of the outstanding capital stock (forty-five and one-half [45.5]
shares no par value common stock) of Prime in December 1995. The
Company accounted for the acquisition of Prime in a manner
similar to a pooling of interests due to the stockholders' common
control of both Hamilton and a related entity.
Cash equivalents
The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents.
Contract receivables
Amounts recorded as contract receivables represent amounts
receivable form completed construction contracts, whether billed
or unbilled.
Furniture, fixtures, equipment and leasehold improvements
Property and equipment are stated at cost and are depreciated by
an accelerated method over the estimated useful lives. Leasehold
improvements are amortized over the life of the lease or the
economic useful lives of the improvements, whichever is shorter.
Betterments and large renewals which extend the life of the asset
are capitalized whereas maintenance and repairs and small
renewals are expensed as incurred.
Deferred offering costs
All deferred offering cost incurred by the Company in conjunction
with the proposed initial public offering (IPO) will be charged
to additional paid-in capital upon the completion of the
offering, if successful, or charged to operations if abandoned.
Basis of Accounting
The Company's financial statements have been prepared on the
accrual basis of accounting and, accordingly, reflect all
significant receivables, payables and other liabilities.
2 - Summary of Significant Accounting Policies (Continued)
Revenue and cost recognition
Revenues are recognized on the percentage-of-completion method
and are measured by costs incurred to date as compared to
estimated total costs for each contract. Costs and amounts
earned on specific jobs in excess of billings are treated as a
current asset. Billings in excess of costs and estimated
earnings are treated as a current liability.
Cost and profit estimates are reviewed periodically as work
progresses and adjustments, if needed, are reflected in the
period in which the estimates are revised. Provisions for
estimated losses, if any, on uncompleted contracts are made in
the period in which such losses become known and are estimable.
Change-orders which may result in revisions to costs and income
are recognized in the period in which the revisions are approved.
Expenses from contract claim settlements are recognized in the
period awarded.
Contracts costs included all direct material and labor costs, as
well as subcontractor costs, and those indirect costs related to
contract performance, such as indirect labor and supplies and
overhead costs. Selling, general and administrative costs are
charged to expense as incurred.
Use of estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ
from those estimates.
Income taxes
The Company adopted Financial Accounting Standards Board (FASB)
Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes", for financial statement reporting
purposes, which requires the asset and liability method of
accounting for income taxes. The asset and liability approach
requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of temporary differences
between the carrying amounts and the tax bases of assets and
liabilities and the effect of future tax planning strategies to
reduce any deferred tax liability.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, contracts
receivables, accounts payable and short-term debt approximate
fair value due to the short maturity of the instruments and the
provision for what management believes to be adequate reserves
for potential losses. It was not practicable to estimate the
fair value of long-term debt because quoted market prices do not
exist and an estimate could not be made through other means
without incurring excessive costs.
Earnings (loss) per share
Earnings (loss) per share have been computed by dividing the net
income (loss) by the weighted average number of common stock
shares outstanding.
3 - Private Placement Offering
In August 1995, the Board of Directors of the Company passed a
resolution authorizing the management of the Company to initiate
steps for a private placement of the Company's securities in
order to raise capital. Management was granted authority to
prepare a Private Placement Memorandum pursuant to Regulation
Rules governing the Limited Offer and Sale of Securities Without
Registration Under the securities Act of 1933 (as amended) and to
register the securities in any state jurisdiction that management
felt was required and appropriate. The private offering called
for the Company to offer for sale up to 500,000 shares of the
Company's common stock (the "shares") at $6.00 per share. The
offering closed on March 29, 1996 with the sale of 80,834 shares
of the Company's $0.0001 par value common stock at the offering
price of $6.00 per share that raised an aggregate of $341,811,
net of expenses of $143,189, for the Company.
4 - Contracts Receivable
Contracts receivable from long-term construction contracts
and programs are as follows:
March 31, June 30,
-------------- -------------- -------------
1999 1998 1997
-------------- -------------- -------------
Billed $ 712,777 $1,099,444 $ 910,230
Unbilled 24,570 87,166 57,189
---------- ---------- ----------
Total 737,347 1,186,610 967,419
Unbilled receivables represent amounts for which billings have
not yet been presented to customers at the balance sheet date.
These amounts are billed and generally collected within one year.
Amounts due upon completion of contracts are retained by
customers until work is completed and customer acceptance is
obtained. Retainage amounts at March 31, 1999, June 30, 1998
and 1997 are not significant.
5 - Furniture, Fixtures, Equipment and Leasehold Improvements
Furniture, fixture, equipment and leasehold improvements consist
of the following:
Estimated March 31, June 30,
Useful Life- -------------- -------------- -------------
Years 1999 1998 1997
-------------- -------------- -------------- -------------
Office Equipment 5 $ 24,479 $ 24,479 $ 54,877
Machinery and Equipment 5 - - 9,484
Vehicles 5 142,257 142,257 186,210
Leasehold Improvements 20 50,858 50,858 50,858
---------- ---------- ----------
Total furniture, fixtures,
equipment and leasehold
improvements 217,594 217,594 301,429
Less: Accumulated depreciation (159,648) (133,505) (181,123)
---------- ---------- ----------
$ 57,946 $ 84,089 $ 120,306
6 - Investment in Limited Partnership
The Company has an investment in Stamford Towers, Limited Partnership
as follows:
March 31, June 30,
-------------- -------------- -------------
1999 1998 1997
-------------- -------------- -------------
Limited partnership interest $ 5,000 $ 5,000 $ 5,000
Aggregate cost 5,000 5,000 5,000
Aggregate market value 5,000 3,188 3,284
Cash balance - - -
---------- ---------- ----------
5,000 3,188 3,284
7 - Short-Term Borrowings
At June 30, 1997, there was $200,000 outstanding on a revolving
line of credit with Summit Bank, bearing interest due monthly at
the prime rate plus 1%, which matured on December 31, 1997. The
line of credit, which was used for short-term working capital,
was secured by real property owned by an officer/stockholder and
all business assets of the Company, excluding accounts
receivable. On January 26, 1998, the loan was refinanced with a
long term note payable to NGF Investment Corp., a related party.
The note bears interest due monthly at 12.5%, and matures on
September 15, 2001
8 - Long-Term Debt
Long-term debt consists of the following:
March 31, June 30,
-------------- -------------- -------------
1999 1998 1997
-------------- -------------- -------------
Notes payable $ 64,666 $ 26,243 $ 35,932
Less: Amounts due in one year 8,529 10,632 12,237
---------- ---------- ----------
Total long term debt $ 56,137 $ 15,611 $ 23,695
The future principal payments for long-term debt at March 31, 1999 are
as follows:
Year Ending
June 30,
-----------
1999 $ 2,059
2000 56,494
2001 6.882
------
$ 65,435
9 - Income Taxes
The Company recognizes deferred tax liabilities and assets for
the expected future tax consequences of events that have been
recognized in the Company's financial statements or tax returns.
Under this method, deferred tax liabilities and assets are
determined based on the differences between the financial
statement carrying amounts and tax basis of assets and
liabilities using enacted rated in effect in the years in which
the differences are expected to reverse.
The Company has recorded total income tax expenses (credits) of
($99,156) and ($101,689), for the years ended June 30, 1998 and
1997, respectively. The Company has a net operating loss (NOL)
carryforward for federal income tax purposes of $525,260 at June
30,1997 available to offset income taxes in future years through
2012.
Components of income (loss) before income taxes (recovery), and
net income (loss) are as follows:
June 30,
-------------- -------------
1998 1997
-------------- -------------
Income (loss) before (recovery of) $ (86,658) $ (118,641)
income taxes
Provision for (recovery of) income taxes (72,250) (144,950)
---------- ----------
Net income (loss)
before extraordinary item $ (14,408) $ 26,309
Extraordinary item
Gain from extinguishment of debt (net of
income tax recovery of $284,107) $ 463,543 $ -
---------- ----------
Net income (loss) $ 449,135 $ 26,309
The following is a reconciliation of the U.S. federal statutory tax rate
and the apparent tax rate:
-------------- -------------
1998 1997
-------------- -------------
U.S. Federal tax 34.0% 34.0%
Expense (benefit) from graduated rates (2.0%) (2.0%)
State taxes, net of federal tax benefit 6.0% 6.0%
Valuation allowance 0.0% 0.0%
-------------- -------------
Effective tax rate 38.0% 38.0%
10 - Related Party Transactions
Operating lease
The Company is obligated under a five year operating lease for a
facility located at 681 Chestnut Street, Union, New Jersey 07083.
The lease expires October 31, 1999 and calls for a fixed annual
rental of $18,000, payment of all real estate taxes and utilities
and contains a renewal provision for an additional five-year
term. Rent expense for the years ended June 30, 1998 and 1997
was $23,404 and $18,590 respectively.
Acquisition
In December 1995, Hamilton-McGregor International Inc. acquired
one hundred percent (100%) of the outstanding shares (forty-five
and one-half [45.5] shares of no par value common stock) of Prime
Contracting Corporation ("Prime"), a New Jersey Corporation, from
a related entity. Prime is a full service contractor that
provides turnkey design and construction services. The terms of
the agreement, as modified in March 1996, called for a payment of
two hundred thousand ($200,000) and a one million dollar
($1,000,000) note bearing interest at prime plus one percent (1%)
and require a principal payment of six hundred thousand dollars
($600,000) on October 27, 1997 and four hundred thousand dollars
($400,000) on April 27, 1998. The extinguishment of Prime's
accounts payable to its former parent aggregating approximately
$358,000, in conjunction with the modification agreement, has
been treated as a contribution to additional paid-in capital.
The Company accounted for the business combination in a manner
similar to a pooling of interests due to the stockholder's common
control of both Hamilton and the related party.
On March 3, 1998 the Company restructured the promissory note
payable for the sale of Prime Contracting Corp. as follows: $
200,000 in cash payable over 36 months, plus interest calculated
at prime plus 1% and a 36 month option to purchase 250,000 shares
of the related party stock at $ 0.05. The Company recorded a
gain from note receivable restructuring in the amount of
$488,543, net of income tax recovery of $284,107..
11 - Commitments and Contingencies
Employment contract
In November 1994, Prime entered into an employment agreement with
its president to receive gross revenue bonuses at the end of any
of the first five bonus years beginning October 1994. The gross
revenue bonus advanced in accordance with the agreement is
amortized over the ten year contract term. In addition, a
special bonus was paid to the same party, and was amortized over
a 12 month period beginning January 1, 1995.
In December 1997, the employment contract was terminated,
resulting in a charge to operations in the amount of $145,725 for
the balance of prepaid compensation.
12 - Litigation
In June, 1998, "Hamilton" was named as defendant in an
arbitration filed by Stephen Findlay under the Employment
Arbitration Rules of the American Arbitration Association. The
claim alleges termination of Mr. Findlay without cause and breach
of an employment contract. The plaintiff seeks compensatory and
punitive damages, costs and legal fees. This matter is in the
pleading stage. It is too early at this time to estimate the
eventual outcome of this case.
Item 2. Management's Discussion and Analysis
or Plan of Operation
(a) Plan of Operation.
The Company's business is the construction of state-of-
the-art imaging centers and other medical facilities. The
Company offers a full range of services, including turnkey design
and construction services, site analysis, architectural
engineering, and on-site project management.
Except for historical information contained in this
Discussion and Analysis, forward-looking statements set forth
below are subject to certain risks and uncertainties, including
those discussed, that could cause actual results to differ
materially from those projected. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
reflect management's analysis only as of the date of this
document. The Company undertakes no obligation to publicly
release the results of any revisions to these forward-looking
statements which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of
unanticipated events.
The Company plans to continue its operations in the same
manner in which it has conducted business during the previous two
years. More clients are seeking construction contracts with the
Company as the number of completed jobs rises and the competency
of the Company is ascertained.
Utilizing existing cash and receivables, management believes
that the Company will be able to meet its operating capital
requirements for the next 12 months. The Company, through its
subsidiary Prime, has in place a $200,000 line of credit from NGF
Investment Corp., carrying a 12.5% annual rate of interest, which
the Company uses for operating capital only, and not for
construction loans. At March 31, 1999, the outstanding balance
on the NGF line of credit was $175,309. No current plan is
pending for raising additional capital, as none is currently
required, and there are no expenditures contemplated for research
and development during the next year. The Company does not
anticipate the purchase or sale of any significant plant or
equipment, but does expect to hire additional employees if the
anticipated increase in the volume of business occurs. However,
this will be on a job-by-job basis, and will occur as a result of
increased billings and profit opportunities. Unless an extremely
large contract is secured, the Company should be able to engage
additional employees utilizing existing cash flow to cover the
advances required between time of service and time of collection
from the Clients of the Company.
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern. The
Company has a working capital deficiency as of March 31, 1999,
and has sustained continued losses from operations, which raise
substantial doubt about the Company's ability to continue as a
going concern.
The Company has begun implementation of a restructuring plan
for its subsidiary and believes this plan will make the Company
profitable in future periods. This plan includes a reduction of
project managers and administrative personnel. Duties of those
employees whose jobs were eliminated were reassigned to existing
employees.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of March 31, 1999, the Company was involved with one of
its former Presidents, Stephen Findlay, who was suing to recover
on a claim for bonus and severance pay. The case was being
conducted as an arbitration, with the American Arbitration
Association, commencing June 9, 1998, under the caption Stephen
Findlay vs. Hamilton-McGregor, Inc. The Company cross-complained
against Mr. Findlay and John Schultz (also a former employee) for
breach of their contractual and non-compete agreements with the
Company. Vincent Ludwig, Esq., Counsel for the Company, opined
that the claim had no merit, and that the Company's
cross-complaint for breach of contractual and non-compete
agreements would offset any possible award to Findlay.
Subsequently, on November 12, 1999, the Honorable Barbara
Zucker-Zarrett of the Superior Court of New Jersey dismissed the
case with prejudice, and ordered that Stephen Findlay be
permanently restrained, enjoined and prohibited from asserting
any claims or causes of action against Hamilton McGregor
International, Inc.
Except as described herein, to the best knowledge of the
officers and directors of the Company, neither the Company nor
any of its officers or directors is a party to any material legal
proceeding or litigation and such persons know of no other
material legal proceeding or litigation contemplated or
threatened. There are no judgments against the Company or its
officers or directors. None of the officers or directors has
been convicted of a felony or misdemeanor relating to securities
or performance in corporate office.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
None.
Reports on Form 8-K
None.
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 thereunto duly authorized.
HAMILTON-MCGREGOR INTERNATIONAL, INC.
Date: March 31, 2000 By: /s/ Aron D. Scharf
Aron D. Scharf, President
Chairman, Treasurer
Date: March 31, 2000 By: /s/ Wayne Miller
Wayne Miller,
Director
Date: March 31, 2000 By: /s/ Otto Van Eilbergh
Otto Van Eilbergh,
Director
<TABLE> <S> <C>
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<S> <C>
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<CHANGES> 0
<NET-INCOME> (124520)
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<EPS-DILUTED> 0.00
</TABLE>
