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): November 16, 2000
THE CASTLE GROUP, INC.
(Exact name of registrant as specified in its charter)
Utah 0-23338 99-037845
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) Number)
745 Fort Street, 10th Floor, Honolulu, Hawaii 96813
(Address of principal executive office)
Registrant's telephone number, including area code 808-524-0900
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 4 sequentially numbered pages
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Item 4. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Effective November 16, 2000, the Company appointed Endo & Company as the
Company's independent public accountants.
(b) The Company did not have any consultations with Endo & Company during the
Company's two most recent fiscal years, and any subsequent interim period
prior to their engagement, regarding matters that were or should have
been subject to SAS 50 or any subject matter of a disagreement or
reportable event with the Company's former accountants.
(c) The decision to appoint Endo & Company was approved by the audit committee
of the board of directors of the Company.
(d) The Company requested Endo & Company to furnish a letter addressed to the
SEC stating whether or not it agrees with the above statements. A copy of
such letter, dated December 8, 2000, is filed as Exhibit 16.5 to this Form
8-K.
Item 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBIT INDEX
Item No. Description
Page
_________ _____________________________________
________
16.5 Letter from Endo & Company
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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.
THE CASTLE GROUP, INC.
(Registrant)
Date December 8, 2000 /s/ Michael S. Nitta
--------------------------
Chief Financial Officer
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[Endo & Company logo]
December 8, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by The Castle Group, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated December 8, 2000.
We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Endo & Company
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