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 22, 1997 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 6. RESIGNATION OF REGISTRANT'S DIRECTORS On September 22, 1997 at a meeting of the board of directors, Mr. Akira Fujii tendered his resignation to the board of directors effective on September 22, 1997 via letter. Mr. Fujii did not have any disagreements with the Company relating to any of the Company's operations, policies or practices. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits furnished in accordance with the provisions of Item 601 of Regulation S-B. 16.2 Letter from Akira Fujii 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 September 26, 1997 Michael S. Nitta Chief Financial Officer and Vice President Finance 3 EXHIBIT INDEX Item No. Description Page -------- ----------------------- ---- 16.2 Letter from Akira Fujii 5 4 To: The Chairman of the Board of Directors The Castle Group, Inc. Date: September 22nd, 1997 From: Akira Fujii Please be advised that I here by resign my position as a member of the Board of Directors due to my potential conflict as a Board Member of the other public company. Meanwhile, I would respectfully request the Board to consider Mr. Noboru Sekiguchi as a candidate for a new outside director. Mr. Sekiguchi has oustanding carreer in a Japanese public company particularly in finance sector and also he has been well acquainted with the Castle Group, Inc. It has been a pleasure to have served as a Board member and best wishes for the company and the members for future prosperity. Yours very truly, /s/ AKIRA FUJII - --------------------- Akira Fujii 5