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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 19, 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 September 19, 2000, the Company dismissed
PricewaterhouseCoopers LLP as the Company's independent public
accountants.
(b) PricewaterhouseCoopers LLP's report on the financial statements for the
fiscal years ended July 31, 1999 and 1998 did not contain any adverse
opinion, disclaimer of opinion, nor was the report qualified or modified
as to uncertainty, audit scope, or accounting principles.
(c) The decision to change accountants was approved by the audit committee
of the board of directors of the Company.
(d) In connection with its audits for the two most recent fiscal years and
through September 19, 2000, there were no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or
practices, financial statement disclosure, auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of
PricewaterhouseCoopers LLP, would have caused them to make reference to
the subject matter of the disagreement(s) in connection with their report.
(e) The Company requested PricewaterhouseCoopers LLP to furnish a letter
addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated September 26, 2000, is filed as
Exhibit 16.4 to this Form 8-K.
Item 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND
EXHIBITS
EXHIBIT INDEX
Item No. Description Page
----------- -------------------------------------------------- ------
16.4 Letter from PricewaterhouseCoopers LLP 4
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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 September 26, 2000 /s/ Michael S. Nitta
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Chief Financial Officer
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[PricewaterhouseCoopers LLP Logo]
September 26, 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 September 26,
2000. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
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