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):
September 8, 2000
Commission File Number: 0-25619
-----------------------------------
HAMILTON-McGREGOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New York, U.S.A. 11-3280448
(State or other jurisdiction of (I.R.S. Employer
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, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On September 8, 2000, Hamilton-McGregor
International, Inc. (the "Registrant"), was informed by its
auditors, Vincent J. Batyr & Co., that the firm would no longer
be representing the Registrant as its accountants. A copy of
such letter, dated September 8, 2000, is filed as Exhibit 16.1 to
this Form 8-K.
(ii) Vincent J. Batyr & Co. have previously reported
on the consolidated financial statements for the Company.
(iii) There have been no disagreements with Vincent J.
Batyr & Co. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of
Vincent J. Batyr & Co. would have caused them to make reference
thereto in their report on the consolidated financial statements
for any years for which an audit was undertaken.
(iv) During the most recent fiscal year and through
September 8, 2000, there have been no reportable events (as
defined in Regulation S-K Item 304(a)(1)(v)).
(v) The Registrant has requested that Vincent J. Batyr
& Co. furnish it with a letter addressed to the SEC stating
whether or not it agrees with the above statements. A copy of
such letter, dated October 5, 2000, is filed as Exhibit 16.2 to
this Form 8-K.
(b) New independent accountants
The Registrant has engaged Green, Holman, Frenia & Company,
L.L.P. ("GHF & Co.") as its new independent accountants as of
September 8, 2000. The appointment of the new auditors was
ratified by the Company's Board of Directors on September 8,
2000. During the most recent fiscal year and through September
8, 2000, the Registrant has not consulted with GHF & Co.
regarding (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 Registrant's
consolidated financial statements, and no written report or oral
advice was provided to the Registrant by concluding there was an
important factor to be considered by the Registrant 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, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K.
Item 7. Financial Statement and Exhibits
The following documents are filed herewith as exhibits:
16.1 Letter from Vincent J. Batyr & Co., dated September 8,
2000.
16.2 Letter from Vincent J. Batyr & Co., dated October 5,
2000.
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.
Dated: October 5, 2000
HAMILTON-McGREGOR INTERNATIONAL, INC.
/s/ Aron D. Scharf
Aron D. Scharf
President and Director
<PAGE>
Exhibit 16.1
Vincent J. Batyr & Co.
Certified Public Accountants
27 North Broadway
Tarrytown, NY 10591
TEL: (914) 631-1240
FAX: (914) 631-1697
September 8, 2000
Mr. Aron D. Scharf, President,
Chairman and Treasurer
Hamilton McGregor International, Inc.
1719 Route 10 W, Suite 119
Parsippany, NJ 07054
Dear Mr. Scharf:
This is to confirm that the client-auditor relationship between
Hamilton McGregor International, Inc. (Commission File Number
000-25619) and Vincent J. Batyr & Co. has ceased.
Sincerely,
/s/ Vincent J. Batyr
Vincent J. Batyr & Co.
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
<PAGE>
Exhibit 16.2
October 5, 2000
Office of the Chief Accountant
SCEPS Letter File
Mail Stop 9-5
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Hamilton-McGregor International, Inc.
Dear Sir/Madam:
We have been furnished with a copy of the response to Item 4 of
Form 8-K for the Change in Certifying Accountant, to be filed by
our former client, Hamilton-McGregor International, Inc. We
agree with the statements made in response to that Item insofar
as they relate to our Firm.
Yours truly,
/s/ Vincent J. Batyr & Co.
Vincent J. Batyr & Co.
