8-K 1 f8k120800.txt 8-K 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 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 4 2 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 3 [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 4