U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

                           FORM 10-KSB


     [X]  Annual report under Section 13 or 15(d) of the
          Securities Exchange Act of 1934
          For the fiscal year ended June 30, 2000.

     [ ]  Transition report under Section 13 or 15(d) of the
          Securities Exchange Act of 1934
          For the transition period from _________ to _________.


                  Commission File No. 000-25619



              HAMILTON-McGREGOR INTERNATIONAL, INC.
        -------------------------------------------------
          (Name of Small Business Issuer in its Charter)


New York,  U.S.A.                                      11-3280448
(State or other Jurisdiction                        (IRS Employer
of 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)



  Securities registered under Section 12(b) of the Exchange Act:

                                   Name of Each Exchange
     Title of Each Class           on Which Registered



  Securities registered under Section 12(g) of the Exchange Act:

                           Common Stock
                    -------------------------
                         (Title of Class)


     Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  YES [X]     NO [ ]

     Check here if the disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of the
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this 10-KSB
or any amendment to this Form 10-KSB.  [ ]

     Revenues for the year ending June 30, 2000 were $2,549,719.

     As of June 30, 2000, the Company had approximately 5,586,905
shares of Common Stock issued and outstanding.



              HAMILTON McGREGOR INTERNATIONAL, INC.
                           FORM  10-KSB

             for the fiscal year ended June 30, 2000

                        TABLE OF CONTENTS

Part I

Item 1.   Description of Business

Item 2    Description of Property

Item 3    Legal Proceedings

Item 4    Submission of Matters to a Vote of
          Security Holders

Part II

Item 5    Market for the Company's Common Equity and
          Related Stockholder Matters

Item 6    Management's Discussion and Analysis and
          Plan of Operation

Item 7    Financial Statements

Item 8    Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure

Part III

Item 9    Directors, Executive Officers, Promoters
          and Control Persons; Compliance with Section
          16(a) of the Exchange Act

Item 10   Executive Compensation

Item 11   Security Ownership of Certain Beneficial
          Owners and Management

Item 12   Certain Relationships and Related Transactions

Item 13   Exhibits and Reports on Form 8-K

          SIGNATURES

<PAGE>

                              PART I

Item 1.   Description of Business.

     (a) Business Development.  Hamilton-McGregor International,
Inc. ("Hamilton" or the "Company"), was incorporated in the State
of New York on August 17, 1995.  In December 1995, Hamilton
acquired 100% of the outstanding capital stock (45.5 shares of no
par value common stock) of Prime Contracting Corporation
("Prime"), a New Jersey corporation, from a related entity.  The
terms of the acquisition agreement, as modified in March 1996,
called for a payment of $200,000 upon execution and a $1,000,000
interest-bearing note at prime plus one percent, with a principal
payment of $600,000 due on October 27, 1997, and $400,000 on
April 27, 1998.  On March 3, 1998, the Company restructured the
promissory note payable for the purchase of Prime as follows:
$200,000 to be paid over 36 months, with interest accruing at
prime plus one percent; plus a 36-month option to purchase
250,000 shares of Hamilton-McGregor stock at $0.05 per share.
The Company recorded a gain in the amount of $772,650 as
additional contributed capital.

     The Company has begun implementation of a restructuring plan
for its subsidiary and believes this plan will make the Company
profitable in future periods.  Prime Contracting, the subsidiary,
recently circulated its 4th Modified Disclosure Statement seeking
approval for the Chapter 11 reorganization.  This document is
attached as exhibit 99.2 to the March 31, 2001 quarterly report.
This plan includes a reduction of project managers and
administrative personnel.  Duties of those employees whose jobs
were eliminated were reassigned to existing employees.

     (b) Business of Issuer.  The Company's business is the
construction of state-of-the-art imaging centers and other
medical facilities.  The Company offers a full range of services,
including turnkey design and construction, site analysis,
architectural engineering and on-site project management.  Prime
builds free-standing structures and renovates existing facilities
with an emphasis on room renovations for hospitals and private
medical facilities.  The Company focuses its construction
emphasis in an area of technology, radiology and non-invasive
analysis, as a true vertical market approach in a unique area
with limited competition.  Prime's installations have included
the following:  conventional X-Rays, Magnetic Resonance Imaging
("MRI"), Computerized Axial Tomography ("CAT"), Scan Suites,
Radiology/Fluoroscopy, Cardiac Catherization Labs, Laser Network
Systems, Special Procedures, Angiography, Mammography,
Ultrasound, Linear Accelerator, Lithotripsy, Cystography Units,
Nuclear Medicine, Laboratory areas and Operating Rooms.  These
are all areas of construction which require high levels of
electrical installation expertise and even higher levels of
quality control, levels that the Company has reached after over
twenty years in the industry.

     Businesses competitive with the Company are construction
companies specializing in the medical marketing industry.  A key
component in the industry is historical market presence, which in
Prime's case, is more than 20 years.  The market traditionally
values the knowledge and reputation within the medical community
as a key determinant to the securing of contracts, which is
usually accomplished through an open-bidding process.  The
Company markets only by word-of-mouth and relies on its
long-standing, industry-wide reputation to attract all
incremental business.  To this extent, the Company's business is
year-round, and not seasonal.

     A listing of projects completed and the clients for which
they were completed is appended to the Company's registration
statement as Exhibit 99.1.  This is not a complete listing, as
only projects in the primary state of New Jersey have been
included, and does not include any jobs which are currently
underway.  The Company does operate in several other states, but
the greater portion of its business, approximately 65%, is
conducted within New Jersey.

     The Company obtains its construction supplies from numerous
suppliers and does not rely on any one vendor for any of its
materials.  The Company does not have any major contracts upon
which it is reliant, nor does it have any patents, trademarks,
licenses, franchises, concessions, royalty agreements or labor
contracts.  The Company's business is not presently subject to
any federal regulation, but rather is only required to comply
with state and/or local standard manufacturing and construction
codes.  As the sites are built, they are inspected for compliance
by state officials from the Department of Health Services, with
such compliance being the responsibility of the agency or
hospital in contract with the Company.  As such, the Company has
no requisite government approvals.

     During the past two years, the Company has spent no money on
research and development activities.

     Employees.

     As of the date of this filing, the Company has 7 full-time
employees.  When projects are under construction, the Company
hires temporary help sufficient to staff the projects, as and if
necessary.

     (i) The Company's performance is substantially dependent on
the performance of its President, Aron Scharf.

     (ii) The Company does not carry key person life insurance on
any of its personnel.  The loss of the services of any of its
executive officers or other key employees could have a material
adverse effect on the business, results of operations and
financial condition of the Company.  The Company's future success
also depends on its ability to retain and attract highly
qualified technical and managerial personnel, if and when the
need for such personnel arises.

     (iii) There can be no assurance that the Company will be
able to retain its key managerial and technical personnel or that
it will be able to attract and retain additional highly qualified
technical and managerial personnel in the future.   The inability
to attract and retain the technical and managerial personnel
necessary to support the growth of the Company's business, due
to, among other things, a large increase in the wages demanded by
such personnel, could have a material adverse effect upon the
Company's business, results of operations and financial
condition.


Item 2.   Description of Property.

     The Company presently maintains an office at 1719 Route 10,
Suite 119, Parsippany, New Jersey 07054.  The landlord, Northern
New Jersey Management Corporation does not charge the Company for
these offices as the current demands on the space are minimal.
As the Company's business expands and as its demand for office
space increases, the Company will have to pay rent in the amount
of $500 per month.  The term of this lease is for a minimum of
three years, the initial term of which expires in January 2002,
with an option to renew for an additional two years.  There is no
affiliation between the Company and the landlord, Northern New
Jersey Management Corporation.

     The Company at present owns no equipment.  Prime, the
subsidiary, leases approximately 3,600 square feet of office
space located at 681 Chestnut Street, Union, New Jersey 07083.
The term of this lease expires on October 31, 2004, with an
annual rent of approximately $18,000.


Item 3.   Legal Proceedings.

     As of June 30, 1999, the Company was involved with one of
its former Presidents, Stephen Findlay, who was suing to recover
on a claim for bonus and severance pay.  The case was being
conducted as an arbitration, with the American Arbitration
Association, commencing June 9, 1998, under the caption Stephen
Findlay vs. Hamilton-McGregor, Inc.  The Company cross-complained
against Mr. Findlay and John Schultz (also a former employee) for
breach of their contractual and non-compete agreements with the
Company.  Vincent Ludwig, Esq., Counsel for the Company, opined
that the claim had no merit, and that the Company's
cross-complaint for breach of contractual and non-compete
agreements would offset any possible award to Findlay.

     Subsequently, on November 12, 1999, the Honorable Barbara
Zucker-Zarrett of the Superior Court of New Jersey dismissed the
case with prejudice, and ordered that Stephen Findlay be
permanently restrained, enjoined and prohibited from asserting
any claims or causes of action against Hamilton McGregor
International, Inc.

     On February 22, 2000, Mr. Charles Stephen Ralston, Esq.
awarded the Company $10,000 for legal fees in an arbitration
hearing between Stephen Findlay and Prime Contracting
Corporation.

     Except as described herein, to the best knowledge of the
officers and directors of the Company, neither the Company nor
any of its officers or directors is a party to any material legal
proceeding or litigation and such persons know of no other
material legal proceeding or litigation contemplated or
threatened.  There are no judgments against the Company or its
officers or directors.  None of the officers or directors has
been convicted of a felony or misdemeanor relating to securities
or performance in corporate office.


Item 4.   Submission of Matters to a Vote of Security Holders.

     None.


                             PART II

Item 5.   Market For Common Equity and Related Stockholder
          Matters.

     A.  Market Information

     The Common Stock of the Company is currently not traded on
any formal or national securities exchange.  There is no trading
market for the Company's Common Stock at present and there has
been no trading market to date.  Management is presently in
discussions with prospective market makers concerning the
participation of such market makers in the aftermarket for the
Company's securities.  The Company anticipates approval for its
securities to trade on the NASD's Over-The-Counter Bulletin Board
("OTC BB").

     (i) There is currently no Common Stock which is subject to
outstanding options or warrants to purchase, or securities
convertible into, the Company's Common Stock.

     (ii) There are currently 5,586,905 shares of Common Stock of
the Company which are eligible to be sold under Rule 144 under
the Securities Act of 1933 as amended or that the registrant has
agreed to register for sale by security holders.

     (iii) There is currently no common equity that is being or
is proposed to be publicly offered by the registrant, the
offering of which could have a material effect on the market
price of the issuer's common equity.

     B.  Holders

     As of the date of this filing, the Company had approximately
21 shareholders of record, all of which have held their shares at
least one year, and in most cases, for more than two years since
the date of issuance.  All of these shareholders would be
eligible for transactions under Rule 144, restricted, however, by
the volume limitations of 144(d) with respect to any existing or
former shareholders that are officers, directors or affiliates
(or were at the time of the issuance of the shares).

     Applicability of Low-Priced Stock Risk Disclosure
Requirements.

     The securities of the Company will be considered low-priced
or "designated" securities under rules promulgated under the
Exchange Act.  Penny Stock Regulation Broker-dealer practices in
connection with transactions in "Penny Stocks" are regulated by
certain rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system).  The penny
stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information
about penny stocks and the risk associated with the penny stock
market.  The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the
compensation of the  broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market
value of each penny stock held in the customer's account.  In
addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer must make a
written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
agreement to the transaction.  These disclosure requirements may
have the effect of reducing the level of trading activity in the
secondary market for a stock that becomes subject to the penny
stock rules. When the Registration Statement becomes effective
and the Company's securities become registered, the stock will
likely have a trading price of less than $5.00 per share and will
not be traded on any national exchanges.  Therefore, the
Company's stock will become subject to the penny stock rules and
investors may find it more difficult to sell their securities,
should they desire to do so.

     C.  Dividend Policy

     The Company has not paid any dividends to date.  In
addition, it does not anticipate paying dividends in the
immediate foreseeable future.  The Board of Directors of the
Company will review its dividend policy from time to time to
determine the desirability and feasibility of paying dividends
after giving consideration to the Company's earnings, financial
condition, capital requirements and such other factors as the
board may deem relevant.

     D.  Reports to Shareholders

     The Company intends to furnish its shareholders with annual
reports containing audited financial statements and such other
periodic reports as the Company may determine to be appropriate
or as may be required by law.  The Company is required to comply
with periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.

     E.  Transfer Agent and Registrar

     The Transfer Agent for the shares of common voting stock of
the Company is Alexis Stock Transfer, Inc., 43725 Monterey
Avenue, Suite "A", Palm Desert, California 92260.


Item 6.   Management's Discussion and Analysis or Plan of
          Operation.

     (a) Plan of Operation.

     The Company's business is the construction of state-of-the-
art imaging centers and other medical facilities.  The Company
offers a full range of services, including turnkey design and
construction services, site analysis, architectural engineering,
and on-site project management.

     Except for historical information contained in this
Discussion and Analysis, forward-looking statements set forth
below are subject to certain risks and uncertainties, including
those discussed, that could cause actual results to differ
materially from those projected.  Readers are cautioned not to
place undue reliance on these forward-looking statements, which
reflect management's analysis only as of the date of this
document.  The Company undertakes no obligation to publicly
release the results of any revisions to these forward-looking
statements which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of
unanticipated events.

     The Company plans to continue its operations in the same
manner in which it has conducted business during the previous two
years.  More clients are seeking construction contracts with the
Company as the number of completed jobs rises and the competency
of the Company is ascertained.

     Utilizing existing cash and receivables, management believes
that the Company will be able to meet its operating capital
requirements for the next 12 months.  The Company, through its
subsidiary Prime, has in place a $200,000 line of credit from NGF
Investment Corp., carrying a 14.5% annual rate of interest, which
the Company uses for operating capital only, and not for
construction loans.  At June 30, 2000, the outstanding balance on
the NGF line of credit was $218,036.  No current plan is pending
for raising additional capital, as none is currently required,
and there are no expenditures contemplated for research and
development during the next year.  The Company does not
anticipate the purchase or sale of any significant plant or
equipment, but does expect to hire additional employees if the
anticipated increase in the volume of business occurs.  However,
this will be on a job-by-job basis, and will occur as a result of
increased billings and profit opportunities.  Unless an extremely
large contract is secured, the Company should be able to engage
additional employees utilizing existing cash flow to cover the
advances required between time of service and time of collection
from the Clients of the Company.


Fiscal 2000 Compared to Fiscal 1999.

     Contract revenues decreased by $3,729,000 or 59.3% from
$6,279,000 to $2,550,000.  The decrease in contract revenues was
primarily the result of a delay in the start-up of two major
projects.  The UMDNJ project was planned to start the second
quarter of Fiscal 1999, but instead was started the fourth
quarter of Fiscal 2000.  The Raritan Bay project, a $2,600,000
contract, was planned to start the fourth quarter of Fiscal 1999,
but has not yet started.  The Company has a commitment from
Raritan Bay management to complete the contract.

     Cost of revenues decreased by $2,558,000 or 53.2% from
$4,863,000 to $2,275,000.  As a percentage of contract revenues,
cost of revenues increased from 77.4% to 89.2%.  This increase
was primarily attributable to a decrease in highly profitable
small construction projects.

     Operating expenses decreased by $548,000 or 35.1% from
$1,559,000 to $1,011,000.  As a percentage of contract revenue,
operating expenses increased from 24.8% to 39.6%.  Operating
expenses decreased primarily due to a decrease in salaries
expense and insurance expense.

     Income tax expense decreased by $138,000, as no provision
for income tax was made in Fiscal 2000 as a result of the Company
sustaining a net loss.

     On August 16, 2000 the Company filed a restructuring plan
for its subsidiary and believes this plan will make the Company
profitable in future periods.  This plan includes a reduction of
project managers and administrative personnel.  Duties of those
employees whose jobs were eliminated were reassigned to existing
employees.

     The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate the continuation of the Company as a going concern.
The Company has a working capital deficiency of $993,569 as of
June 30, 2000, and has sustained continued losses from
operations, which raise substantial doubt about the Company's
ability to continue as a going concern.


Fiscal 1999 Compared to Fiscal 1998.

     Contract revenues increased by $645,000 or 11.4%, from
$5,634,000 to $6,279,000.  The increase in contract revenue was
due to additional volume of contacts.

     Cost of Revenues earned increased by $474,000 or 10.8%, from
$4,389,000 to $4,863,000.  As a percentage of contract revenues,
costs of revenues earned decreased from 77.9% to 77.4%.  The
decrease was attributable to a reduction in subcontractor costs.

     Operating expenses increased by $202,000 or 14.9%, from
$1,357,000 to $1,559,000.  As a percentage of contract revenue,
operating expenses increased from 24.1% to 24.8%.  Operating
expenses increased due primarily to an increase in salaries
expense.

     Income tax expense increased by $180,000, from a tax credit
of $42,000 to income tax expense of $138,000.  The Company wrote-
off its deferred tax assets (see Note 10 of financial statements)
at the end of fiscal 1999 due to the doubt that the Company will
continue as a going-concern (see Independent Auditors' Report and
Note 3 to the financial statements for further discussion).

     The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.  The
Company has a working capital deficiency of $274,083 as of June
30, 2000, and has sustained continued losses from operations,
which raise substantial doubt about the Company's ability to
continue as a going concern.

     The Company has begun implementation of a restructuring plan
for its subsidiary and believes this plan will make the Company
profitable in future periods. This plan includes a reduction of
project managers and administrative personnel. Duties of those
employees whose jobs were eliminated were reassigned to existing
employees.

Fiscal 1998 Compared to Fiscal 1997.

     Contract revenues decreased by $1,755,000 or 23.8%, from
$7,389,000 to $5,634,000.  The decrease in contract revenue was
due to management's decision to enter into contracts with a
higher projected profit margin.

     Cost of Revenues earned decreased by $1,472,000 or 25.1%,
from $5,861,000 to $4,389,000.  As a percentage of contract
revenues, costs of revenues earned decreased from 79.3% to 77.9%.
The decrease was attributable to a reduction of direct labor
costs.

     Operating expenses decreased by $248,000 or 15.5%, from
$1,605,000 to $1,357,000.  As a percentage of contract revenue,
operating expenses increased from 27.4% to 30.9%.  Operating
expenses decreased as a result of salary reductions.

     Income tax credits increased by $36,000, from $6,000 to
$42,000.  This resulted from an increase in deferred tax assets
due primarily to net operating losses for federal income tax
purposes that will be available to offset income taxes in future
years.

Liquidity and Capital Resources.

     During fiscal 2000, the Company's losses from operations
further depleted its cash position resulting in cash used in
excess of cash generated by operating activities in the amount of
$26,817.  The Company increased its note payable from a related
party to provide $21,756 in cash from financing activities.

     During fiscal 1999, the Company's losses from operations
further depleted its cash position resulting in cash used in
excess of cash generated by operating activities in the amount of
$110,183.  The Company increased its note payable from a related
party to provide $97,452 in cash from financing activities.

     During fiscal 1998, the Company reported cash used in excess
of cash generated by operating activities of $357,000.  The
Company also restructured the promissory note payable for the
acquisition of its subsidiary, from a related party, from
$972,650 to $200,000.  The reduction of debt in the amount of
$772,650 was recorded as contributed capital.  The Company repaid
its $200,000 line of credit with the bank by obtaining a long-
term note payable from a related party.

     During fiscal 1997, the Company generated excess cash of
$204,000 from operations.  The Company was able to finance its
operations and accounts receivable through accounts payable
financing from its vendors.  The Company also invested $43,000 in
office equipment, machinery and vehicles.  The Company financed
these assets in addition to its increase in accounts receivable
with a line of credit from the bank.


Item 7.   Financial Statements.


             HAMILTON-MCGREGOR INTERNATIONAL, INC.
                         AND SUBSIDIARY
                      FINANCIAL STATEMENTS
                     JUNE 30, 2000 AND 1999


<PAGE>


              HAMILTON-MCGREGOR INTERNATIONAL, INC.
                          AND SUBSIDIARY

                        Table of Contents



                                                 Page

Independent Auditor's Report                                1

Consolidated Balance Sheets,
As of June 30, 2000 and 1999                                2

Consolidated Statements of Operations,
For the Years Ended June 30, 2000 and 1999                  3

Consolidated Statements of Cash Flows,
For the Years Ended June 30, 2000 and 1999                  4

Consolidated Statements of Retained Earnings,
For the Years Ended June 30, 2000 and 1999                  5

Notes to Consolidated Financial Statement
For the Years Ended June 30, 2000 and 1999                 6 - 11


<PAGE>

                   INDEPENDENT AUDITOR'S REPORT



To the Board of Directors
Hamilton-McGregor International, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheets of
Hamilton-McGregor International, Inc. and Subsidiary as of June
30, 2000 and 1999, and the related consolidated statements of
operations, retained earnings (deficit) and cash flows for the
years ended June 30, 2000 and 1999.  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.  The financial statements of
Hamilton-McGregor International, Inc. and Subsidiary as of June
30, 1999, were prepared by other auditors whose report, dated
September 27, 1999, expressed an unqualified opinion on those
statements.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Hamilton-McGregor International, Inc. and
Subsidiary as of June 30, 2000 and 1999, and the consolidated
results of their operations and their cash flows for the years
ended June 30, 2000 and 1999 in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed
in Note 3 to the financial statements, the Company has suffered
recurring losses from operations and has a working capital
deficiency that raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to
these matters are also described in Note 3.  The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.



                         /s/ GREEN, HOLMAN, FRENIA & COMPANY, LLP
                         GREEN, HOLMAN, FRENIA & COMPANY, LLP
                         Certified Public Accountants

Woodbridge, New Jersey
September 21, 2000

<PAGE>
<TABLE>

         HAMILTON-MCGREGOR INTERNATIONAL, INC. AND SUBSIDIARY
                      Consolidated Balance Sheets
                        June 30, 2000 and 1999

                                ASSETS


<S>                           <C>                      <C>
                                      2000                    1999
                              ____________________     _________________



Current Assets:
  Cash and cash equivalents   $         3,319          $         19,389
  Contracts receivable,
     less allowance for
     doubtful accounts of
     $200,000 and $75,000,
     respectively                     617,261                   317,234
  Other receivables                    63,000                   104,419
  Costs and estimated earnings
     in excess of billing on
     uncompleted contracts            344,286                   148,293
  Prepaid expenses and other
     current assets                    25,419                    18,655
  Due from officer                          -                    20,000
                              ___________________      _________________


     Total current assets           1,053,285                   627,990


Property and equipment-net             34,092                    65,240
                              __________________       _________________


                              $     1,087,377          $        693,230
                              ==================       =================



             LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

Current liabilities:
  Accounts payable and
     accrued expenses         $     1,766,069          $        720,555
  Billings in excess of
     costs and estimated
     earnings on uncompleted
     contracts                        191,893                    74,415
  Notes payable-acquisition-
     current portion                   72,223                    72,222
  Current maturities of
     long-term debt                         -                    28,728
  Due to affiliate                          -                     6,153
                              ________________         _________________

     Total current liabilities      2,030,185                   902,073
                              ________________         _________________


Long-Term Liabilities:
  Notes payable-acquisition-net
     of current portion                41,667                    41,667
  Due to related party                 24,477                         -
  Note payable-related party          218,036                   196,280
  Long term debt                            -                     3,880
                              ________________         _________________

      Total long term liabilities     284,180                   241,827
                              ________________         _________________


      Total liabilities             2,314,365                 1,143,900
                              ________________         _________________


Shareholder's equity (deficit):

  Common stock, $.0001 par
     value, 15,000,000 shares
     authorized, 5,586,905
     shares issued and
     outstanding                          559                       559
  Additional paid in capital          845,493                   845,493
  Retained earnings (deficit)      (2,073,040)               (1,296,722)
                              ________________         _________________

      Total shareholder's
          equity (deficit)         (1,226,988)                 (450,670)

                              ________________         _________________

                              $     1,087,377          $        693,230
                              ==================       =================



See independent auditors' report and notes to consolidated financial
statements.

</TABLE>
<PAGE>                              2


<TABLE>
         HAMILTON-MCGREGOR INTERNATIONAL, INC. AND SUBSIDIARY
                 Consolidated Statements of Operation
               For the Years Ended June 30, 200 and 1999


<S>                           <C>                      <C>
                                    2000                     1999
                              ________________         _________________


Contract revenues earned      $     2,549,719          $      6,278,599
Costs of revenues earned            2,274,622                 4,863,355
                              ________________         _________________

Gross profit                          275,097                 1,415,244


Selling, general and
     administrative expenses        1,010,945                 1,558,541
                              ________________         _________________

Loss from operations                 (735,848)                 (143,297)
                              ________________         _________________


Other income (expenses):
  Interest income                       3,835                         -
  Interest expense                    (44,305)                  (46,441)
                              ________________         _________________

  Total other income (expenses)       (40,470)                  (46,441)
                              ________________         _________________


Loss before provision
     for income taxes                (776,318)                 (189,738)

(Provision) recovery of income
     taxes                                  -                  (137,922)
                              ________________         _________________

Net loss                      $      (776,318)         $       (327,660)
                              ================         =================

Weighted average number of
     shares of common stock
     outstanding                    5,586,905                 5,131,107
                              ================         =================

Basic loss per share          $         (0.14)         $          (0.06)
                              ================         =================


See independent auditors' report and notes to consolidated financial
statements.

</TABLE>
<PAGE>                              3

<TABLE>

         HAMILTON-MCGREGOR INTERNATIONAL, INC. AND SUBSIDIARY
                Consolidated Statements of Cash Flows
              For the Years Ended June 30, 2000 and 1999

<S>                           <C>                      <C>
                                    2000                      1999
                              _________________        _________________


Cash flows from operating
  activities:
Net loss                      $      (776,318)         $       (327,660)


Adjustments to reconcile net
  loss to net cash used in
  operating activities:

  Depreciation and amortization        31,205                    18,081
  Provision for doubtful accounts     125,000                    35,000
  Deferred income taxes                     -                   137,922
  (Income) loss on investment
     in limited partnership                 -                    (1,812)


Changes in operating assets and liabilities:
  (Increase) decrease in:
     Contract receivable             (425,027)                  834,376
    Costs and estimated earnings
     in excess of billing on
     uncompleted contracts           (195,993)                  (51,711)
    Prepaid expenses and other
     current assets                    34,655                   (64,976)
  Increase (decrease) in:
    Accounts payable and
     accrued expenses               1,062,183                    48,389
    Billing in excess of costs
     and estimated earnings on
     uncompleted contracts            117,478                  (737,792)
                              ________________         _________________

      Net cash used in
          operating activities        (26,817)                 (110,183)
                              ________________         _________________

Cash flows from investing activities:
  Disposition of furniture,
     fixtures and equipment               (57)                      750
                              ________________         _________________

Net cash provided by (used in)
     investing activities                 (57)                      750
                              ________________         _________________


Cash flows from financing activities:
  Due from officer                     20,000                   (20,000)
  Due from affiliate                   18,323                         -
  Repayment of note payable
     - acquisition                    (16,667)                  (50,000)
  Proceeds from note payable
     - related party                   21,756                    97,452
  Proceeds from long term debt        (28,728)                   50,000
  Repayment of long term debt          (3,880)                  (34,575)
  Proceeds from additional paid
     in capital                             -                    64,843
                              ________________         _________________

Net cash provided by
     financing activities              10,804                   107,720
                              ________________         _________________

Net decrease in cash and
     cash equivalents                 (16,070)                   (1,713)

Cash and cash equivalents
     at beginning of year              19,389                    21,102
                              ________________         _________________

Cash and cash equivalents at
     end of year              $         3,319          $         19,389
                              ================         =================

See independent auditors' report and notes to consolidated financial
statements.

</TABLE>
<PAGE>                              4
<TABLE>
                      HAMILTON-MCGREGOR INTERNATIONAL, INC. AND SUBSIDIARY
                     Consolidated Statements of Retained Earnings (Deficit)
                           For the Years Ended June 30, 2000 and 1999

<S>                              <C>           <C>          <C>          <C>          <C>
                                                             Additional
                                                  Common      Paid-In      Retained
                                   # Shares        Stock      Capital      Earnings      Total
                                 ___________   ___________  ___________  ____________ ___________
Balance as of June 30, 1999        4,977,505    $  498      $  780,650    $(969,062)   $(187,914)

Additional paid in capital                                      64,843                    64,843

Issuance of common stock             609,400        61                                        61

Net loss for year ended
     June 30, 1999                                                         (327,660)    (327,660)
                                 ___________  _____________  ___________  ___________ __________

Balance as of June 30, 1999        5,586,905        559        845,493   (1,296,722)    (450,670)

Net loss for the year ended
     June 30, 2000                                                         (776,318)    (776,318)
                                 ___________   ____________ __________  ____________ ____________

Balance as of June 30, 2000        5,586,905    $   559      $ 845,493  $(2,073,040) $(1,226,988)
                                 ===========   ============ ========== ============= ============


See independent auditor's report and notes to consolidated financial statements.

</TABLE>
<PAGE>                                          5

      HAMILTON-MCGREGOR INTERNATIONAL, INC. AND SUBSIDIARY
           Notes to Consolidated Financial Statements
                     June 30, 2000 and 1999


1.   BUSINESS

The Company's business is in the construction of state-of-the-art
imaging centers and other medical facilities.  The Company offers
a full range of services, including turnkey design and
construction services, site analysis, architectural engineering,
and on-site project management.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of
Hamilton-McGregor International, Inc. ("Hamilton") and its wholly
owned subsidiary, Prime Contracting Corporation ("Prime"),
collectively the "Company".  Hamilton was incorporated in the
State of New York on August 17, 1995.  Prime was incorporated in
the State of New Jersey on July 16, 1978.  Hamilton acquired all
of the outstanding capital stock (forty-five and one-half {45.5}
shares no par value common stock) of Prime in December 1995.  The
Company accounted for the acquisition of Prime in a manner
similar to a pooling of interests due to the stockholders' common
control of both Hamilton and a related entity.

Cash Equivalents

The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents.

Contract Receivables

Amounts recorded as contract receivables represent amounts
receivable from completed construction contracts, whether billed
or unbilled.

Material Inventory

Inventories are stated at the lower of cost or market.  Cost is
determined using the first-in, first-out method.

Furniture, Fixtures, Equipment and Leasehold Improvements

Property and equipment are stated at cost and are depreciated by
an accelerated method over the estimated useful lives.  Leasehold
improvements are amortized over the life of the lease or the
economic useful lives of the improvements, whichever is shorter.
Betterments and large renewals, which extend the life of the
asset, are capitalized whereas maintenance and repairs and small
renewals are expensed as incurred.
Basis of Accounting

The Company's financial statements have been prepared on the
accrual basis of accounting and, accordingly, reflect all
significant receivables, payables and other liabilities.
Revenue and Cost Recognition

Revenues are recognized on the percentage-of-completion method
and are measured by costs incurred to date as compared to
estimated total costs for each contract.  Costs and amounts
earned on specific jobs in excess of billings are treated as a
current asset.  Billings in excess of costs and estimated
earnings are treated as a current liability.

<PAGE>                          6





























      HAMILTON-MCGREGOR INTERNATIONAL, INC. AND SUBSIDIARY
           Notes to Consolidated Financial Statements
                     June 30, 2000 and 1999


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cost and profit estimates are reviewed periodically as work
progresses and adjustments, if needed, are reflected in the
period in which the estimates are revised.  Provisions for
estimated losses, if any, on uncompleted contracts are made in
the period in which such losses become known and are estimable.
Change-orders, which may result in revisions to costs and income,
are recognized in the period in which the revisions are approved.
Expenses from contract claim settlements are recognized in the
period awarded.

Contract costs include all direct material and labor costs, as
well as subcontractor costs, and those indirect costs related to
contract performance, such as indirect labor and supplies and
overhead costs.  Selling, general and administrative costs are
charged to expense as incurred.

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures.  Accordingly, actual results could
differ from those estimates.

Income Taxes

The Company adopted Financial Accounting Standards Board (FASB)
Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes", for financial statement reporting
purposes, which requires the asset and liability method of
accounting for income taxes.  The asset and liability approach
requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of temporary differences
between the carrying amounts and the tax bases of assets and
liabilities and the effect of future tax planning strategies to
reduce any deferred tax liability.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, contacts
receivables, accounts payable and short-term debt approximate
fair value due to the short maturity of the instruments and the
provision for what management believes to be adequate reserves
for potential losses.  It was not practicable to estimate the
fair value of long-term debt because quoted market prices do not
exist and an estimate could not be made through other means
without incurring excessive costs.

(Loss) Per Share

(Loss) per share has been computed by dividing the net (loss) by
the weighting average number of common stock shares outstanding.

3.   GOING CONCERN

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principals, which
contemplate continuation of the Company as a going concern.  The
Company has a working capital deficiency of $993,509 as of June
30, 2000, and has sustained continued losses from operations,
which raise substantial doubt about the Company's ability to
continue as a going concern.

<PAGE>                          7





























      HAMILTON-MCGREGOR INTERNATIONAL, INC. AND SUBSIDIARY
           Notes to Consolidated Financial Statements
                     June 30, 2000 and 1999

3.   GOING CONCERN (continued)

On August 16, 2000 the Company filed a restructuring plan for its
subsidiary and believes this plan will make the Company
profitable in future periods.  This plan includes a reduction of
project managers and administrative personnel.  Duties of those
employees whose jobs were eliminated were reassigned to existing
employees.

4.   PRIVATE PLACEMENT OFFERING

In August 1995, the Board of Directors of the Company passed a
resolution authorizing the management of the Company to initiate
steps for a private placement of the Company's securities in
order to raise capital.  Management was granted authority to
prepare a Private Placement Memorandum pursuant to Regular Rules
governing the Limited Offer and Sale of Securities Without
Registration Under the Securities Act of 1993 (as amended) and to
register the securities in any state jurisdiction that management
felt was required and appropriate.  The private offering called
for the Company to offer for sale up to 500,000 shares of the
Company's common stock (the "shares") at $6.00 per share.  The
offering closed on March 29, 1996 with the sale of 80,834 shares
of the Company's $0.0001 par value common stock at the offering
price of $6.00 per share that raised an aggregate of $341,811,
net of expenses of $143,189, for the Company.

5.   CONTRACTS RECEIVABLE

Contracts receivable from long-term construction contracts and
programs are as follows:

                                             June 30,

                                        2000           1999
                                    ____________   ____________
Billed                               $ 617,261      $ 282,352
Unbilled                                     -         34,882
                                    ____________   ____________
Total                                $ 617,261      $ 317,234
                                    ============   ============

Unbilled receivables represent amounts for which billings have
not yet been presented to customers at the balance sheet date.
These amounts are billed and generally collected within one year.
Amounts due upon completion of contracts are retained by
customers until work is completed  and customer acceptance is
obtained.  Retaining amounts at June 30, 2000 and 1999 are not
significant.

6.   FURNITURE, FIXTURES, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Furniture, fixtures, equipment and leasehold improvements consist
of the following:

                         Estimated           June 30,
                          Useful
                        Life-Years      2000           1999
                    _____________________________________________
Office equipment            5       $   24,479      $  24,479
Vehicles                    5          133,883        133,828
Leasehold improvements     20           50,858         50,858
                                   ______________   _____________
                                       209,222        209,165

Less:  accumulated
depreciation                          (175,130)      (143,925)
                                   ______________   _____________
Total furniture, fixtures,
equipment and leasehold
improvements                        $   34,092      $  65,240


<PAGE>                          8


      HAMILTON-MCGREGOR INTERNATIONAL, INC. AND SUBSIDIARY
           Notes to Consolidated Financial Statements
                     June 30, 2000 and 1999

7.   NOTE PAYABLE - RELATED PARTY

At June 30, 1997, there was $200,000 outstanding on a revolving
line of credit with Summit Bank, bearing interest due monthly at
the prime rate plus 1%, which matured on December 31, 1997.  The
line of credit, which was used for short-term working capital,
was secured by real property owned by an officer/stockholder and
all business assets of the Company, excluding accounts
receivable.  On January 26, 1998, the loan was refinanced with a
long-term note payable to NGF Investment Corp., a related party.
The note bears interest due monthly at 12.5% and matures on
September 15, 2001.  The outstanding balance on the note payable
approximates $218,000 and $196,000 as of June 30, 2000 and 1999,
respectively.

8.   INCOME TAXES

The Company recognizes deferred tax liabilities and assets for
the expected future tax consequences of events that have been
recognized in the Company's financial statements or tax returns.
Under this method, deferred tax liabilities and assets are
determined based on the differences between the financial
statement carrying amounts and tax basis of assets and
liabilities using enacted rates in effect in the years in which
the differences are expected to reverse.

The Company has elected not to record a provision for a tax
benefit from its substantial carryover net-operating loss of
approximately $1,100,000, as of June 30, 2000 and wrote-off the
deferred tax asset from the year ended June 30, 1999 in the
amount of $137,922 due to the doubt that the Company will
continue as a going concern and that this asset will be utilized.
The deferred tax provision (benefit) for the years ended June 30,
2000 and 1999 is $0 and $137,922, respectively.

9.   RELATED PARTY TRANSACTION

Acquisition

In December 1995, Hamilton-McGregor International, Inc. acquired
one hundred percent (100%) of the outstanding shares (forty-five
and one-half {45.5} shares of no par value common stock) of Prime
Contracting Corporation ("Prime"), a New Jersey Corporation, from
a related entity.  Prime is a full service contractor that
provides turnkey design and construction services.  The terms of
the agreement, as modified in March 1996, called for a payment of
two hundred thousand dollars ($200,000) and a one million dollar
($1,000,000) note bearing interest at prime plus one percent (1%)
and required a principal payment of six hundred thousand dollars
($600,000) on October 27, 1997 and four hundred thousand dollars
($400,000) on April 27, 1998.

The extinguishments of Prime's accounts payable to its former
parent aggregating approximately $358,000, in conjunction with
the modification agreement, has been treated as a contribution of
additional paid-in capital.  The Company accounted for the
business combination in a manner similar to a pooling of
interests due to the stockholder's common control of both
Hamilton and the related party.

On March 3, 1998 the Company restructured the promissory note
payable for the sale of Prime Contracting Corp. as follows:
$200,000 in cash payable over 26 months, plus interest calculated
at prime plus 1% and a 36 month option to repurchase 250,000
shares of the related party stock at $0.05.  The Company recorded
the gain in the amount of $772,650 as contributed capital.
<PAGE>                          9


      HAMILTON-MCGREGOR INTERNATIONAL, INC. AND SUBSIDIARY
           Notes to Consolidated Financial Statements
                     June 30, 2000 and 1999


9.   RELATED PARTY TRANSACTION (continued)

Acquisition (continued)

The Company's outstanding balance on the note payable amounts to
$113,889 and $113,889 as of June 30, 2000 and 1999, respectively.

10.  COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company is obligated under a five year operating lease for a
facility located at 681 Chestnut Street, Union, New Jersey 07083.
The lease expires October 31, 2004 and calls for a fixed annual
rental of $18,000 and payment of all real estate taxes and
utilities.  Rent expense for the years ended June 30, 2000 and
1999 was $20,072 and $24,786, respectively.

Minimum Operating Lease Commitments are as follows:

          June 30,

          2001                               27,797
          2002                               29,437
          2003                               31,174
          2004                               33,013
                                        ____________

          Total minimum lease commitments   121,421

                                        ============

11.  CONDENSED FINANCIAL STATEMENTS

On April 20, 2000, Prime Contracting Corporation filed Chapter 11
reorganization.  The following is the condensed balance sheet and
statement of operations as of the date of reorganization and
fiscal year end June 30, 2000.

CONDENSED BALANCE SHEET

ASSETS:

Current assets                          $  989,822
Property and equipment-net                  34,092
Other assets                               196,268
                                        ___________

Total assets                            $1,220,182
                                        ===========


LIABILITIES AND STOCKHOLDERS' EQUITY:



Current liabilities                          $  626,740
Long-term liabilities subject to compromise   1,637,086
Other liabilities                                38,860
Stockholders equity (deficit)                (1,082,504)
                                             ___________

Total liabilities and stockholders' equity   $1,220,182
                                             ===========

<PAGE>                          10


      HAMILTON-MCGREGOR INTERNATIONAL, INC. AND SUBSIDIARY
           Notes to Consolidated Financial Statements
                     June 30, 2000 and 1999

11.  CONDENSED FINANCIAL STATEMENTS (continued)

CONDENSED STATEMENT OF OPERATIONS

Contract Revenues                       $   2,549,719
Less:  cost of revenues                     2,153,123
                                        ______________

Gross profit                                  396,596

Less:  selling and administrative
expenses                                    1,300,191
                                        ______________

Loss from operations                         (903,595)

Other expenses                                (30,771)
                                        ______________

Net loss                                $    (934,366)
                                        ==============


12.  PETITION FOR RELIEF UNDER CHAPTER 11

On April 20, 2000, Hamilton (the "Debtor") filed petitions for
relief under Chapter 11 of the federal bankruptcy laws in the
United States Bankruptcy Court for New Jersey.  Under Chapter 11,
certain claims against the Debtor in existence prior to the
filing of the petitions for relief under the federal bankruptcy
laws are stayed while the Debtor continues business operations as
Debtor-in-possession.  These claims are reflected in the June 30,
2000 condensed balance sheet as "liabilities subject to
compromise".  Additional claims (liabilities subject to
compromise) may arise subsequent to the filing date resulting
from rejection of executory contracts, including leases, and
allowed claims for contingencies and other disputed amounts.
Claims secured against the Debtor's assets ("secured claims")
also are stayed, although the holders of such claims have the
right to move the court for relief from the stay.  Secured claims
are secured primarily by liens on the Debtor's property, plant,
and equipment.

13.  SUBSEQUENT EVENTS

On August 1, 2000 the Company's Board of Directors approved a
resolution to authorize the issuance of 600,000 shares of
restricted common stock.  The resolution calls for 500,000 shares
to be issued for consulting services for the ensuing one year
period along with 100,000 shares to be issued as a credit against
legal services.

<PAGE>                          11


Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.

     On September 8, 2000, the Company was informed by its
auditors, Vincent J. Batyr & Co., that the firm would no longer
be representing the Registrant as its accountants.  Vincent J.
Batyr & Co. have previously reported on the consolidated
financial statements for the Company.  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.

     The Company has engaged the accounting firm of Green,
Holman, Frenia & Company, LLP of Woodbridge, New Jersey ("GHF &
Co.") as its new independent accountants as of September 8, 2000.
The appointment of the new auditors has been ratified by the
Company's Board of Directors.



                             PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange
          Act.

     (a) Directors and Executive Officers:

     Aron D. Scharf, 49, was appointed as President and Chairman
of the Board of Directors of the Company on June 30, 1997.  Mr.
Scharf was a co-founder of Modern Medical Modalities Corp.
("MMM") in 1989, and served as consultant to and business manager
of MMM until 1992.  He returned to MMM in 1996.  He was
responsible for financial projections and planning, cash flow
analysis and consultation.  He was appointed to the Board of
Directors of RF Management Company in 1998.  Mr. Scharf received
both a B.A. in Business and a B.S. in Industrial Engineering from
Rutgers College, in New Brunswick, New Jersey.  He went on to
earn his Masters in Operations Research from Rutgers University
and an MBA from Fairleigh Dickenson University.  From 1974-1982,
he was employed by Johnson and Johnson Domestic Operating Company
as a financial planner, financial forecaster and marketing
analyst.  When he left J&J, Mr. Scharf opened MicroAge Computers,
a retail computer store and founded Sunrise Multi-Marketing, a
sales and leasing company specializing in computer equipment.  He
served as president of Fidelity Telecom Group from 1993 until his
return to MMM in 1996.

     Otto Von Eilbergh, 45, has been Vice-President and a
Director of the Company since 1997.  Mr. Von Eilbergh has been
associated with Prime Contracting Corporation, the Company's
wholly-owned subsidiary, since 1985, and has been President of
Prime since 1997. Prior to that time, he was a Senior Electrical
Estimator for commercial construction with Devon Electric Company
in Rockaway, New Jersey, responsible for all time and material
billings and overall invoicing (1984 to 1985).  From 1971 to 1984
he worked with various fuel oil companies, serving as purchasing
agent, dispatcher, salesman, credit management, and ultimately
was responsible for the construction of 5 Texaco stations in
Northwest New Jersey for Contex Fuel Company.

     Wayne P. Miller, 50, has been Vice-President, Secretary and
a Director of the Company since January, 1998.  Mr. Miller has
been associated with RF Management Corporation since its
inception in 1995.  Prior to that, Mr. Miller consulted to and
was employed by Modern Medical Modalities Corp., from 1989 to
1995, and then by its wholly-owned subsidiary, Medical Marketing
& Management, Inc., from 1991 to 1995, in the capacity as
National Marketing/Sales Director with direct responsibility for
contracting with third-party payors and development of new
business.  Mr. Miller has been associated with The Physicians
Network since 1991, which provides turnkey medical billing
systems to billing companies, hospitals and physicians.  From
1991 to 1995, Mr. Miller provided billing and computerization
consulting services to physicians and hospitals.  Prior to that,
Mr. Miller was under contract to Healthnet as vice-president of
billing from 1990 to 1991.  At Healthnet, Mr. Miller was
responsible for the centralization of billing, collections and
computerization of a $50,000,000 multi-state medical group with
offices in New York, New Jersey and Maryland.  From 1986 to 1990,
Mr. Miller was vice-president of Marketing with HealthCare
Technologies, a company specializing in total turnkey physician
billing solutions.  From 1983 to 1986, Mr. Miller was contracted
by the Health Corp. of the Archdiocese Newark as vice-president
of PrimeMark, to start a hospital-based collection agency for
three hospitals and create a physician fee-for-service billing
company for the hospital-based physicians.  Mr. Miller also
worked with the physicians in assisting them to go
fee-for-service.  Prior to 1983, Mr. Miller held various
management positions in billing and collections.

     During the past five years, none of the officers or
directors of the Company has been subject to a bankruptcy
petition, criminal conviction, or any order, judgment or decree,
not subsequently reversed, suspended or vacated of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities, or found to
be guilty of any securities laws infractions.

     (b)  There are no significant employees who are not
described as executives above, and there are no family
relationships among directors, executive officers or any nominees
to these positions.


Item 10.  Executive Compensation.


<TABLE>
                      Annual compensation                Long term compensation
                                                             Awards payouts
<S>            <C>    <C>          <C>       <C>        <C>           <C>
Name and       Year   Salary($)    Bonus($)  Other      Restricted    All
Principal                                    annual     stock awards  other
position                                     compensation             compen-
                                             (Medical)                sation($)
--------------------------------------------------------------------------------

Otto Von       2000   0            0         0           0            0
Eilbergh (1)   1999   123,421      0         6,483.96    0            0
               1998   123,421      0         6,483.96    0            0

Aron Scharf    2000   0            0         0           0            0
               1999   29,000       0         6,483.96    0            0
               1998   75,000       0         6,483.96    0            0

Wayne P.       2000   0            0         0           0            0
Miller (2)     1999   4,000        0         0           0            0
               1998   4,000        0         0           0            0


(1)  As of June 30, 2000, Mr. Eilbergh is no longer employed by the
Company.

(2)  No direct cash compensation was paid to Wayne P. Miller for
services rendered to the Company.  However, the Company did accrue
non-cash compensation in the amount of $1,000 per quarter for the
years ended June 30, 1999 and 1998, as and for the fair value of
services rendered to the Company by Mr. Miller.
</TABLE>

     The existing directors of the Company currently serve on a
non-compensated basis.  The above compensation table reflects all
compensation awarded to, earned by or paid to the executive
officers and directors of the Company by any person and for all
services rendered to the Company.


Item 11.  Security Ownership of Certain Beneficial Owners and
          Management.

     (a) Security ownership of certain beneficial owners.  The
table below identifies any individual (including any "group") who
is known to the Company to be the beneficial owner of more than
five percent of any class of the small business issuer's voting
securities:

<TABLE>
<S>            <C>                    <C>                 <C>
Title of       Name and address       Amount and nature   Percentage
class          of beneficial          of beneficial       of class
               Owner                  ownership(1)

Common         RF Management(2)       2,905,400           52.00
               1719 Route 10
               Suite 119,
               Parsippany NJ

Common         R. Findlay             874,000             15.64
               29 Oak Knoll Road     (3,779,400)(3)      (67.64)
               Mendham, NJ 07945

Common         A. Milleren            450,000             8.05
               45 Lexington Ave
               Oyster Bay, NY 11771

     (1)  Unless otherwise indicated, the Company believes that
all persons named in the above table have sole voting and
investment power with respect to all shares of common stock
beneficially owned by them.

     (2)  As of its most recent public filing, RF Management had
a total of 3,460,833 shares issued and outstanding, with
beneficial ownership as follows:

          1) Roger Findlay owns 354,000 shares of RF Management.

          2) Oak Knoll Management Corp. owns 644,000.  Alice
          Findlay, wife of Roger Findlay, is the sole
          stockholder, officer and director of Oak Knoll
          Management.  Roger Findlay has no other relationship
          with Oak Knoll Management and disclaims any beneficial
          ownership of Oak Knoll Management's shares.

          3) Aron Scharf owns 210,000 shares of RF Management.

          4) Jan Goldberg owns 120,000 shares of RF Management.

          5) Gregory C. Maccia owns 120,000 shares of RF
          Management.

          6) Wayne P. Miller owns 40,000 shares of RF Management.

     (3) If Roger Findlay, by virtue of his and his wife's
holdings in R.F. Management (998,000 shares out of the total of
3,460,833) is deemed to be in control of R.F. Management, then
the 2,905,400 shares owned by R.F. Management may be considered
"beneficially owned" by Roger Findlay.

</TABLE>

     (b) Security ownership of management.  The table below sets
for the ownership by all directors and nominees, and each of the
named executive officers of the Company, and directors and
executive officers of the registrant as a group.

<TABLE>
<S>            <C>                    <C>                 <C>
Title of       Name and address       Amount and nature   Percentage
class          of beneficial          of beneficial       of class
               Owner                  ownership(1)


Common         RF Management          2,905,400            52.0
               1719 Route 10 W        (affiliate)
               Suite 119,
               Parsippany NJ

Common         Aron D. Scharf         150,000              2.7
               1719 Route 10 W
               Suite 119,
               Parsippany, NJ

Common         Otto Von Eilbergh      50,000               0.009
               1719 Route 10 W
               Suite 119,
               Parsippany, NJ

Common         Wayne P. Miller        40,000               0.007
               1719 Route 10 W
               Suite 119,
               Parsippany, NJ

Common         All Officers and       240,000              4.3
               Directors as a
               Group

     (1)  Unless otherwise indicated, the Company believes that
all persons named in the above table have sole voting and
investment power with respect to all shares of common stock
beneficially owned by them.

     There are no agreements between or among any of the
shareholders which would restrict the issuance of shares in a
manner that would cause any change of control of the Company.

</TABLE>


Item 12.  Certain Relationships and Related Transactions.

     On February 18, 1999, the Company issued shares of stock to
compensate RF Management, Inc. for its services for the 1998
calendar year, and James Morse for services provided during the
latter half of 1998.  439,400 shares were issued to RF Management
and 120,000 shares were issued to Morse, under Rule 505 of
Regulation D, which will be restricted as to future resale for a
minimum of one year from the date of issuance.  The Company
evaluated this issuance at $0.10 per share for RF Management and
for Morse, based upon the par value of the issued and outstanding
shares, the fact that the Company lost money during its two
preceding years and the restriction against transfer imposed by
the private placement exemption utilized for the issuance.

     James Morse reviewed the Company's history and its needs for
coming into compliance with various regulatory filings for
purposes of trading in the over-the-counter marketplace.  Mr.
Morse recommended the filing of the Form 10SB, and identified
suitable professionals for the preparation of the required
filings.  Morse received a payment of $10,000 plus the 120,000
shares of restricted common stock in consideration of his
services provided.  Based upon a market value for the services
and the historical gross profit earned by the company in 1998,
the value of the shares is being recorded at $0.05 per share, or
a total non-cash compensation to Morse of $6,000.  These shares
were not due until completion of the consulting services, which
occurred in the first quarter of 1999.

     RF Management provides general operational supervision of
the Company on a day-to-day basis, but only if and when contracts
are being negotiated or are under construction.  The services of
RF Management were valued at no more than $25,000 for the periods
involved.  In compensation for these services, the Company issued
439,400 shares in February, 1999, which, due to their restrictive
legending and the uncertainty of any trading market developing,
were valued at $0.05 per share.  Therefore, $24,470 is being
recorded in the Company's books for fees paid by stock issuance
to RF Management.

R.F. MANAGEMENT CORP.

     R.F. Management Corp. is the controlling shareholder of the
Company by virtue of its 52% ownership interest in the Company's
common stock.  R.F. Management Corp. is engaged in the business
of administering and managing free-standing outpatient centers
owed by radiologists who perform diagnostic services at such
Centers.  It was incorporated in the State of New York in August,
1994 and its executive offices are located at 1719 Route 10 W,
Suite 119, Parsippany, New Jersey 07054.  R.F. Management is a
12(g) reporting company, and its information can be found within
the EDGAR System under Commission File Number 0-26488.

     The Company offers a full range of administrative services,
including contract negotiations, site selection, equipment
procurement, construction, office personnel, office management,
patient scheduling, patient billing, cash collections, personnel
management and marketing.  The company can provide either a full
or limited range of administrative services at the Centers,
depending upon the needs of the Centers' owners.

     On January 1, 1997, R.F. Management acquired 52% of the
outstanding capital stock of Hamilton-McGregor in a private
transaction with Roger Findlay, a related party, for a total
purchase price of $750,000.  As part of the purchase price, R.F.
Management issued an installment note in the sum of $600,000,
without interest, payable in four annual installments on the
anniversary date of the agreement.

     On March 3, 1998, Hamilton-McGregor restructured the
promissory note payable for the acquisition of Prime Contracting
Corp. to Modern Medical Modalities Corp., a related party, as
follows:  $200,000 in cash, payable over 36 months, plus interest
calculated at prime plus one percent and a 36-month option to
purchase 250,000 shares of Hamilton-McGregor stock at $0.05 per
share.  Hamilton-McGregor recorded this transaction as additional
contributed capital in the amount of $772,650.  Aron Scharf and
Wayne Miller, both officers and directors of Hamilton, have pre-
existing relationships with Modern Medical Modalities Corp. which
facilitated Hamilton's negotiation and structuring of the
acquisition of Prime Contracting Corp.  Both Mr. Scharf and Mr.
Miller were, at one time, consultants to Modern Medical
Modalities Corp.

     Wayne P. Miller, President of R.F. Management, and on salary
from R.F. Management, is also the Vice President, Secretary and a
Director of Hamilton-McGregor.  For his services at Hamilton-
McGregor, Mr. Miller shall accrue, beginning on July 1, 1999,
compensation from the Company in the amount of $1000 per quarter.
Aron Scharf, President of Hamilton-McGregor, is also a director
on the board of R.F. Management, but receives no compensation for
that position.

     Other than the transactions with R.F. Management, and
private placement conducted in 1995, the Company has had not
dealings with any promoters during the preceding 5 years, has not
acquired any assets from any promoters, nor given any discounts
on stock issuances to promoters.

     A note is due from the Company to NGF Investment Corp., of
which Aron Scharf, a director of the Company, owns 20%.  The only
possibly-conflicting interest of Scharf in the transaction on
behalf of NGF would be to achieve a market rate of interest for
the repayment of the loan.  However, Scharf is not the
controlling shareholder of NGF and did not negotiate the
original terms of the transaction for either the Company or NGF.

     The Company has not acquired any assets other than in the
ordinary course of business during the preceding 5 years, and no
single asset has had a value in excess of $50,000.


Item 13.  Exhibits and Reports on Form 8-K.

     On October 6, 2000, the Company filed a report on Form 8-K
indicating an Item 4 Change in Registrant's Certifying
Accountant.  See Part II, Item 8, herein.

     The Fourth Modified Disclosure Statement for the Prime
Contracting (subsidiary) chapter 11 bankruptcy case was submitted
to the creditors on March 2, 2001. A copy of the Disclosure
Statement is attached to this annual report as Exhibit 99.2.


                            SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


              HAMILTON-MCGREGOR INTERNATIONAL, INC.
                           (Registrant)


Date:  May 23, 2001          By:  /s/ Aron D. Scharf
                             Aron D. Scharf, President
                             Chairman, Treasurer


Date:  May 23, 2001          By:  /s/ Wayne P. Miller
                             Wayne P. Miller,
                             Director



     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



Date:  May 23, 2001          By:  /s/ Aron D. Scharf
                             Aron D. Scharf, President
                             Chairman, Treasurer


Date:  May 23, 2001          By:  /s/ Wayne P. Miller
                             Wayne P. Miller,
                             Director




Exhibit 99.2   Fourth Modified Disclosure Statement (Prime
               Contracting)


MILLER & MILLER, P.A.
Attorneys for Debtor
96 Paterson Street
New Brunswick, NJ  08901
(732) 828-2234
Arthur H. Miller, Esq. #AM5238
__________________________________________________________________

In re:              :      UNITED STATES BANKRUPTCY COURT
                                DISTRICT OF NEW JERSEY
PRIME CONTRACTING   :
CORP.                         Chapter 11
               :
                          Case No. 00-34073 (WFT)
          Debtor.   :
____________________

     FOURTH MODIFIED DISCLOSURE STATEMENT FOR SOLICITATION OF
          ACCEPTANCES TO DEBTOR'S PLAN OF REORGANIZATION

     PRIME CONTRACTING CORP. the debtor ("Prime") submits this
Disclosure Statement pursuant to 11 U.S.C. Section 1125.  The
purpose of this statement is to disclose that information which
Prime believes to be necessary for creditors of the debtor to
arrive at a reasonable, informed decision in exercising their right
to vote on the Plan of Reorganization (the "Plan').  A copy of the
Plan is being provided with this Disclosure Statement.  The source
of information herein is Prime's books and records and information
supplied by its officers.  Prime recommends acceptance and approval
of the Plan by all of its creditors.  Based on the liquidation
analysis, all classes of creditors will be much better served by
reorganization than by liquidation of the debtor.

     This is the second request for approval of Prime's Plan of
Reorganization.  The plan did not receive the requisite number of
votes for approval from creditors required by the Bankruptcy Code
when presented for confirmation on January 8, 2001.  At that time,
Stephen Findlay ("Findlay"), a creditor and former employee of
Prime, proposed to offer a competing Plan of Reorganization.  The
Bankruptcy Court has agreed to allow both Prime's Plan and
Findlay's Plan to be submitted to creditors for approval.
Creditors will be permitted to vote for one or both plans, with a
final determination with respect to confirmation to be made by the
Court.  Both Prime's Plan and Findlay's Plan are described herein.
Findlay has also submitted a separate Disclosure Statement and copy
of his Plan to all creditors.

    Comparison of Prime's Plan and the Findlay/Phoenix Plan

     The principal proponent of "Stephen Findlay's Plan" is Phoenix
Medical Management, Inc. ("Phoenix"), a direct competitor of Prime.
Findlay owns 28% of the stock of Phoenix, is its vice president and
is its highest paid employee.  Phoenix stands to gain by
eliminating Prime as a competitor and moving into its office space.
(Prime's rent at $8.00 per square foot is one-half the market
rate).  Phoenix is proposing to pay $200,000 to fund the plan, over
a period of twelve months.  Since Prime will cease operations upon
confirmation of the Findlay plan, the assets of Prime available to
fund the Plan will be insufficient to pay the secured claim of NGF
Investments Corp. of $240,000 as well as administration and
priority claims; at least $50,000 of the Phoenix contribution will
be needed to pay these expenses, leaving only $150,000 available
for unsecured creditors.  Any further distribution to unsecured
creditors depends upon the resolution of a lawsuit (of which
Phoenix will retain 50%).  There is no estimate of the costs of
this litigation or the prospects of its success.  Prime believes
the lawsuit is without basis and will be extremely expensive and
time-consuming to pursue.  Phoenix has not committed to prosecute
the lawsuit to its conclusion and has retained the right to drop
the case at any time, without any proceeds whatsoever and without
consent of the creditors.

     Prime's Plan will pay unsecured creditors $500,000 over five
years.  It has a present value of $426,510 and will result in a
distribution of between 37% and 40% to unsecured creditors.  NGF
Investments Corp., the secured creditor, has agreed to subordinate
its claim of $240,000 to the claims of unsecured creditors if
Prime's Plan is approved.  There will be no distributions to NGF
until the full amount of $500,000 is paid to unsecured creditors.
The Plan depends upon Prime continuing in business and operating
profitably.  Prime has been profitable since filing its Chapter 11
Petition.  It has good prospects for continuing business from a
number of customers.  (See Exhibit "H").

The Unsecured Creditors' Committee has reviewed Prime's plan
and recommends acceptance and approval of the plan.

PLEASE READ THIS DISCLOSURE STATEMENT CAREFULLY.  THIS
DISCLOSURE STATEMENT CONTAINS INFORMATION THAT MAY BEAR UPON YOUR
DECISION TO ACCEPT OR REJECT THIS DEBTOR'S PLAN OF REORGANIZATION.
THE PLAN PROPONENT AND THE UNSECURED CREDITORS' COMMITTEE BELIEVES
THAT ACCEPTANCE OF THIS PLAN OF REORGANIZATION IS IN THE BEST
INTEREST OF THE DEBTOR AND ITS CREDITORS.

<PAGE>
                       TABLE OF CONTENTS

I    DEFINITIONS                 ..                   5-7
II   INTRODUCTION                .                    7-8
III  CONFIRMATION PROCEDURES         ..             8 -11
IV   HISTORY AND DESCRIPTION OF BUSINESS            11-12
V    STATUS OF CASE                                    12

VI   FINANCIAL INFORMATION           ..                13
VII  PENDING CLAIMS AND LITIGATION       .          13-14
VIII PRESENT AND PROJECTED EARNINGS      .             14
IX   LIQUIDATION ANALYSIS            .                 15
X    MANAGEMENT                                     15-16
XI   SUMMARY OF PROPOSED PLAN OF
        REORGANIZATION               .              16-17
     XII  MISCELLANEOUS PROVISIONS         ..                17

    XIII  PROCEDURES FOR RESOLVING CONTESTED
            CLAIMS                    .                     18









<PAGE>
                          DEFINITIONS

     The following terms shall have the respective meanings
specified below, unless the context otherwise requires:

(1)  "Hamilton-McGregor International, Inc." a New York
Corporation, "Hamilton-McGregor" or "Hamilton" is the sole
shareholder of the Debtor.

     (2)  "Administration Expenses" shall mean all administrative
expenses under Section 503(b) of Title 11 of the United States
Bankruptcy Code (the "Code"), including Debtor Obligations, if any,
as hereinafter defined, and the allowed fees, costs and
disbursements of Professionals, and any fees and charges assessed
against the estate under Chapter 123 of Title 28 of the Code.

     (3)  "Allowed Claim" shall mean any claim allowed or deemed
allowed pursuant to Section 502 and 1111 of the Code.

     (4)  "Bankruptcy Code" shall mean Title 11 of the United
States Code, 11 U.S.C. Section 101 et seq.

     (5)  "Bankruptcy Court" shall mean the United States
Bankruptcy Court for the District of New Jersey-Newark vicinage, or
its successor, being the Court with jurisdiction over
reorganization matters as constituted on the date when jurisdiction
would be invoked.

(6)  "Bankruptcy Ru1es" shall mean the rules of  bankruptcy
procedure  established  by  the  United  States Bankruptcy Court
for the District of New Jersey,  or such similar rules as may be in
effect from time to time in the Bankruptcy Court.

(7)  "Cash" shall mean cash, cash equivalents, and other
readily marketable securities or instruments.

(8)  "Claim" shall mean those rights defined under the
provisions of Section 101(4) of the Bankruptcy Code.

(9)  "Claimant" shall mean the holder of an Allowed claim.

     (10) "Class"  shall mean one or a group of similarly situated
Claimants of the Debtor who are treated in the same manner pursuant
to the Plan.

(11) "Confirmation" shall mean the conclusion of the hearing
on confirmation of the Plan to be conducted by the Court and entry
of the Confirmation Order in accordance with the provisions of
Chapter 11 of the Bankruptcy Code.

(12) "Confirmation Date" shall mean the date on which the
Confirmation  Order  is  entered  by  a  Judge  of  the Bankruptcy
Court

(13) "Confirmation Order" shall mean an Order by the
Bankruptcy Court confirming the Plan in accordance with the
provisions of Chapter 11 of the Bankruptcy Code.

(14) "Consummation Date" shall mean the date upon which
substantial  performance  by  the  Debtor  of  all  of  its
obligations under the Plan has occurred.

(15) "Debtor" or "Prime" shall mean Prime Contracting Corp.

(16) "Debtor's  Counsel"  shall  mean Miller & Miller, P.A.,
duly appointed counsel for the Debtor in Possession.

(17) "Debtor in Possession" shall mean the Debtor, Prime
Contracting Corp. acting with the rights, powers and duties
pursuant to 11 U.S.C. Sections 1101(1), 1107 and 1108.

(18) "Debtor in Possession Account" shall mean the bank
account  serving as the Debtor in Possession's operating account
and depository accounts.

(19)      "Disposition Assets" shall mean all cash to be
distributed under the Plan by the Disbursement Agent.

(20) "Disbursement Agent"  Aron Scharf, President of Prime,
shall serve as such Disbursement Agent.

(21) "Distribution Date" shall mean the first date,
subsequent to the Confirmation Date, on which distributions of the
Disposition Assets are made in satisfaction of Allowed claims and
Interest holders.

(22) "Effective  Date"   shall   mean   the   date   of
consummation of the Plan which shall occur upon the date upon the
date that the Confirmation Order becomes final unless such finality
is waived by the Debtor

(23) "Final Order" shall mean an order or judgment which has
not been stayed and as to which order or judgment (or any revision,
modification or amendment thereto)  the time to appeal or seek
rehearing has expired and as to which no appeal or petition for
review or rehearing is pending.

(24) "Interest" shall mean any rights of holders of issued
and outstanding shares or other equity securities of the Debtor.

(25) "Petition Date" shall mean the date on which the Debtor
filed its Chapter 11 petition:  April 20, 2000.

(26) "Plan" shall mean the Plan of Reorganization as proposed
by the Debtor and all exhibits attached, either in  their present
form or as they may be altered, amended or modified from time to
time by the Debtor.

(27) "Priority Claims" shall mean each and every claim of the
kind specified in 11 U.S.C. Sections 507(a) (l),  (2),  (3),  (4),
(5), (6), (7) and (8) which shall exist as of the Confirmation
Date, or as shall be approved by the Court.

(28) "Professionals"   shall   mean   all   attorneys,
accountants,  appraisers,  auctioneers,  brokers  or  other
professionals retained under the provisions of the Code on behalf
of the Debtor-in-Possession and the Official Committee of Unsecured
Creditors.

(29) "Pro Rata" shall mean with respect to an amount of cash
to be distributed to the holder of an Allowed Claim of a particular
class on a particular date, the same proportion that such Allowed
Claim bears to the aggregate of all Claims of that particular class
on that particular date.

(30) "Unsecured Creditors" shall mean all Creditors of the
Debtor holding Claims for unsecured debts, liabilities, demands, or
claims of any character whatsoever.

                               II
                           INTRODUCTION

Prime Contracting Corp. ("Debtor"), provides this Disclosure
Statement  to  all  of  its known creditors  and interest holders
entitled to receive notice pursuant to Section 1125 of the United
States Bankruptcy Code, 11 U.S.C. Section 101 et seq. (hereinafter
referred to as the "Bankruptcy Code").   This Disclosure Statement
does not contain  a  complete  or exhaustive  description  of  the
Plan,  or  the  history or financial condition of the Debtor; nor
does it include all provisions of the Bankruptcy Code or other
matters which might be deemed significant by Creditors.    Rather,
the purpose of this Disclosure Statement is to provide creditors
and interest holders of the Debtor in reasonable detail with such
information as will  enable  creditors  and  interest holders to
make a reasonably informed decision in exercising the right to vote
on the Debtor's Plan of Reorganization (the "Plan").

NO REPRESENTATIONS CONCERNING THE DEBTOR, PARTICULARLY
INCLUDING THOSE  RELATING  TO  THE  BUSINESS OPERATIONS, VALUE OF
PROPERTY OR ASSETS, CREDITORS' CLAIMS OR ANY SECURITIES OR PROPERTY
TO BE ISSUED OR DISTRIBUTED UNDER THE PLAN, INCONSISTENT WITH
ANYTHING CONTAINED HEREIN HAVE BEEN AUTHORIZED BY THE DEBTOR.

The information contained in this Disclosure Statement has not
been the subject of a certified audit or independent review.  The
records kept by the Debtor rely for their accuracy upon bookkeeping
performed both internally and by outside accountants

The following documents accompany this Disclosure Statement:

Exhibit "A"         -    Debtor's Plan of Reorganization

Exhibit "B"         -    Form of Ballot

Exhibit "C"         -    Balance Sheet & P&L Statements,
                          April 20, 2000, June 30, 1999 and June
                          30, 1998.

Exhibit "D"         -    Balance Sheet of June 30, 2000, and
                         Income Statement for the two and one-half
                         months from April 21 through June 30,2000

Exhibit "E"            - Balance Sheet of December 31, 2000, and
                         Income Statement for the six months
                         ending December 31, 2000

Exhibit "F"             -     Cash Flow Projection   3 years

Exhibit "G"             -  List of Disputed Claims

Exhibit "H"             -     Letters from prospective customers

                              III

                    CONFIRMATION PROCEDURES

A.   Manner of Voting

All creditors and interest holders entitled to vote on the Plan may
cast their votes for or against the Plan by completing,  dating,
signing and causing the Ballot  form accompanying this Disclosure
Statement (a copy of which is attached as Exhibit "B") to be
returned by ____________________, 2001, by 5:00 p.m. to:  Clerk of
the U.S. Bankruptcy Court, 50 Walnut Street, Newark, NJ 07102-2506.

B.   Confirmation of the Plan

1.   Solicitation of Acceptances

This Disclosure Statement has been approved by the
Bankruptcy Court in accordance with Section 1125 of the
Bankruptcy Code and is provided to each creditor whose claim has
been scheduled by the Debtor or who has filed a proof of claim
against the Debtor and to each interest holder of record  as  of
the  date  of  approval  of  this  Disclosure Statement.   A
disclosure statement must provide "adequate information" so that
a person may sufficiently form his or her decision to vote for or
against the proposed plan of reorganization.     The  term
"adequate  information"  is statutorily  defined  by  the
Bankruptcy  Code  to  mean information of a kind, and in
sufficient detail,  about a debtor and its operations that would
enable a "hypothetical reasonable  investor  typical  of  holders
of  claims  or interests" to make an informed judgment about
accepting or rejecting a plan of reorganization,  11 U.S.C.
Section 1125 (a).  The persons to whom a disclosure statement
must be provided include (i) persons and entities that have filed
proofs of claim against the debtor;  (ii)  persons whose claims
the debtor has scheduled in its Petition and Schedules as not
holding disputed, contingent or unliquidated claims;  (iii)
persons  holding  equity interests;  and  (iv)  persons  who
qualify as parties in interest.  Under the Bankruptcy Code, your
acceptance of the Plan may not be solicited unless you receive a
copy of this Disclosure Statement prior to or concurrently with
such solicitation.

2.   Persons Potentially Eligible to Vote on the Plan

In determining acceptance of the Plan, votes will only be
counted if submitted by a creditor whose claim is duly scheduled
by the Debtor as undisputed, non-contingent and  unliquidated,
or  who,  prior  to  the  hearing  on confirmation of the Plan,
has filed with the Court a proof of claim which has not been
disallowed or suspended prior to computation of the votes on the
Plan.  The Ballot Form which you receive does not constitute a
proof of claim   If you are in any way uncertain whether or if
your claim has been correctly scheduled, you should check the
Debtor's Schedules which are on file in the Bankruptcy Court at
the office of the Clerk located at the Federal Building, 50
Walnut Street, 3rd Floor, Newark,  New Jersey.  The Clerk of the
Bankruptcy Court will not provide this information by telephone.

3.   Ballots

After  fully  and  carefully  reading  this  Disclosure
Statement and the accompanying Plan, a creditor should cast his
or her vote by detaching the Ballot provided herewith as Exhibit
"B," checking the appropriate box and signing the Ballot where
indicated.  To register your vote on or before December 31, 2000
at 5:00 p.m., you must execute the Ballot and mail it to the
following person:  Clerk of the U.S. Bankruptcy Court, 50 Walnut
Street. Newark, NJ 07102-2506.   To be effective, your Ballot
must be received on or before December 31, 2000 at 5:00 p.m.
Facsimile or telecopied ballots will not be accepted.

PLEASE NOTE THAT THE APPROVAL OF THIS DISCLOSURE STATEMENT BY THE
BANKRUPTCY COURT DOES NOT CONSTITUTE A RULING ON THE MERITS,
FEASIBILITY OR DESIRABILITY OF THE PLAN.  HOWEVER, DEBTOR URGES
THAT CREDITORS ACCEPT THE PLAN BECAUSE IT BELIEVES IT TO BE BOTH
FAIR AND EQUITABLE AND TO BE IN THE BEST INTEREST OF ITS CREDITORS.

4.   Hearing on Confirmation of the Plan

The  Bankruptcy  Court  will  set  a  hearing  to determine
whether the Plan has been accepted by the requisite number of
creditors and interest holders and whether the other requirements
for confirmation of the Plan have been satisfied.  Each creditor
and interest holder will receive, either with the Disclosure
Statement or separately,  the Bankruptcy Court's Notice of
Hearing on confirmation of the Plan.

5.   Acceptance Necessary to Confirm the Plan

At the hearing on confirmation of the Plan, the Bankruptcy
Court must determine, among other things, whether the Plan has been
accepted by each impaired class.   Under Section 1126 of the
Bankruptcy Code, an impaired class is deemed to have accepted the
Plan if at least two-thirds in amount and more than one-half in
number of the allowed claims or interests of the class members who
have voted to accept or reject  the Plan have voted for acceptance
of  the Plan.

Further, unless there is unanimous acceptance of the Plan by the
members of an impaired class, the Bankruptcy Court must also
determine that,  under the Plan,  such class and its members will
receive property of a value, as of the Effective Date of the
Plan, that is not less than the amount that such class members
would receive or retain if the Debtor were liquidated under
Chapter 7 of the Bankruptcy Code on the Effective Date of the
Plan   Notwithstanding the foregoing, Section 1126(f) of the
Bankruptcy Code provides that a class which is not impaired under
a Plan is deemed to have accepted the Plan and solicitation of
acceptances with respect to such class that is not impaired is
not required.

6.   Confirmation of Plan  Without Necessary Acceptances

The  Plan may be  confirmed even if  it  is  not accepted by
all of the classes if the Bankruptcy Court finds that the plan does
not discriminate unfairly against and is fair and equitable as to
such nonassenting class or classes.   This procedure  is authorized
by Section 1129(b)  of  the Bankruptcy Code and requires that,
among other things, the claimants or interest holders in the
impaired classes must either receive the full value of their claims
(or, as to interest holders, value equal to the greatest, of,  (i)
the allowed amount of any fixed liquidation preference, (ii) any
fixed redemption price to which said holder is entitled, or (iii)
the value of such interest) or, if they receive less, no  class
with  junior  liquidation  priority  may  receive anything on
account of their Pre-Chapter 11 petition claims or interests.
Section 1129(b) of the Bankruptcy Code is a complex statutory
provision, and this brief summary is not intended to be a complete
statement of the law.  The Debtor may choose to rely upon this
provision to seek confirmation of the Plan if it deems it to be
appropriate.

C.   Alternatives  to  Confirmation  and  Effect on Creditors

If the Plan is not confirmed, the Court may, under Section
1112 of the Bankruptcy Code,  either continue the matter for the
proposal of a new or modified Plan, dismiss the case, or convert
the matter to a liquidation proceeding under Chapter 7 of the
Bankruptcy Code.  The Debtor believes that it is in the best
interests of creditors that the proposed Plan be confirmed.

THE DEBTOR STRONGLY RECOMMENDS A VOTE "FOR ACCEPTANCE" OF THE PLAN.

                                IV

              HISTORY AND DESCRIPTION OF BUSINESS

Prime Contracting Corp is a New Jersey corporation, engaged
in the construction of facilities for the installation of highly
specialized medical equipment (MRI, C.A.T. Scan,
Radiology/Fluoroscopy, Cardiac Catheterization Labs, P.E.T. Scan,
etc.) in hospitals, clinics, and freestanding medical offices.
Prime has been in business over 25 years.  Its main source of
business is companies which make or sell this equipment who refer
their customers to Prime for its installation.  It occupies 3600
square feet of office space at 681 Chestnut Street, Union, New
Jersey at $2,407 per month (includes real estate taxes); the
lease expires November 1, 2004, and has been assumed by the
debtor pursuant to a Bankruptcy Court Order.  This lease, at $8
per square foot per year, is below market rate.

In July, 1997 Summit Bank cancelled its $200,000.00 credit
line, thus requiring Prime, in January, 1998 to enter into a loan
agreement with NGF Investment Corp. to borrow working capital,
secured by its accounts receivable at 14.5% per annum interest.
There is presently outstanding $214,672 owed to NGF with respect to
this loan.    ADS Investments, a company owned by Aron Scharf and
Oak Knoll Investment Corp., a company owned by Alice Findlay, have
substantial outstanding loans to NGF.

     Cost over-runs on several large construction projects produced
heavy losses during 1999, and in the first four months of this
year, seriously hampering Prime's ability to meets its obligations.
In addition, delays in implementation of two major projects
negatively affected prime's projected plans during 1999.

     In February, 2000, Stephen Findlay, former President of Prime,
obtained an arbitration award of $186,419.00 against Prime, for
severance pay pursuant to his employment agreement; a judgment and
levy in the amount of $200,301.55 against prime by Nasco Heating &
Air Conditioning, Inc., a subcontractor, precipitated the filing of
this Chapter 11 proceeding on April 20, 2000.  The levy has since
been set aside by consent order.

     Since filing its petition, Prime has operated profitably.
Contract revenues earned from April 20 to December 31, 2000, were
$1,154,070 and net income was $63,965 (Exhibits "D" and "E").  It
has reduced its staff from 16 to 6 persons, retaining Aron Scharf
as President and two key experienced project managers, Peter
Ferraro and Peter Walz.  Peter Walz is presently on sabbatical
and will return to the company as his services are required.
Prime retains the capability, even with this reduced staff, to
process $3 to $4 million per year in sales.

     Prime enjoys an excellent reputation in the specialized
medical construction field.  One of Prime's principal sources of
business has been referrals from General Electric Company.  Prime
has projects on hand with General Electric for over $600,000. A
second major project for over $2,000.000.00 has been confirmed by
Raritan Bay Medical Center, but commencement has been delayed for 6
months.  Prime is also developing proposals on a number of other
medium size projects which represent potential revenues totaling
between $150,000 and 1.6 million and $150,000 to $200,000 in
profits after allocated overhead expenses.  Companies which have
encouraged Prime to bid on projects include Philips Medical
Systems, Med-Space Incorporated, R.F. Management Corporation,
Medical Marketing Management, and Modern Medical Modalities.  (See
Exhibit "H").  The viability of all of these projects will depend
on the early confirmation of a Plan of Reorganization, in order for
Prime to retain its credibility with its customers.

     In December, 1995, Hamilton-McGregor International, Inc.
acquired 100% of the outstanding capital stock (45.5 shares of no
par value common stock) of Prime, from Modern Medical Modalities,
a related entity.  The terms of the acquisition agreement, as
modified in March 1996, called for payment of $200,000 upon
execution and a $1,000,000 interest-bearing note at prime plus
one percent, with a principal payment of $600,000 due on October
27, 1997, and $400,000 on April 27, 1998.  On March 3, 1998,
Hamilton-McGregor restructured the promissory note payable for
the purchase of Prime as follows:  $200,000 to be paid by Prime
on a monthly basis over 36 months, with interest accruing at
prime plus one percent; plus a 36-month option to purchase
250,000 shares of Hamilton-McGregor stock at $0.05 per share.  As
of April 20, 2000, the balance due on said note was $202,515.
Hamilton-McGregor proposes to become a publicly traded issuer of
securities with its securities to be registered under Section
12(g) of the Securities Act of 1934, and has filed a general form
for such registration with the Securities Exchange Commission.

                               V
                         STATUS OF CASE

     The petition was filed April 20, 2000.  A creditors'
committee was appointed by the US Trustee.  It has selected
Wasserman, Jurista & Stolz as its counsel.  The court has entered
a Cash Collateral Order permitting Prime to utilize cash from its
accounts receivable pursuant to a budget for operations, subject
to the security interest of NGF Investment Corp. in the principal
amount of approximately $179,000 as of the petition date.
Additional loans were made by NGF to Prime during the first three
weeks following April 20 to enable Prime to cover payroll and
other emergency obligations, in the amount of $40,283.00.  The
creditors' committee has reserved the right to challenge this
security interest, but has agreed to withdraw this reservation
upon confirmation of the Plan and subordination of the NGF
security interest to creditors' claims under the Plan.  Since
filing the petition Prime has operated profitably and continues
to collect pre-petition accounts receivable in the normal course.
As of December 31, 2000, total accounts receivable were $386,398
of which approximately $65,419 is deemed by debtor to be
doubtful.  Post-petition accounts payable as of December 31,
2000, were $88,006 and cash on hand was $105,785.

                               VI

                     FINANCIAL INFORMATION

     Annexed hereto marked Exhibit "E" is the balance sheet and
monthly profit and loss statement  for Prime for the six months
ending December 31, 2000.  The debtor is current on post-petition
obligations.  All pre-petition and post-petition tax returns have
been filed or are on extension.
 The Balance Sheet can be summarized as follows:
          Current Assets                           $   760,573
          Property and Equipment                   $    30,462
          Total Assets                             $   760,573

          Current Liabilities    ..                   $
115,536*
           Long-Term Liabilities                       $
1,486,514**         Total Liabilities                           $
1,782,050

           Assets less liabilities                     $  1,021,477

*does not include $180,000 due to parent; these liabilities
represent sums owed to sub-contractors and suppliers for goods
delivered and work performed on
projects after April 20, 2000.

**all long-term liabilities are pre-petition except $38,860 due
NGF.

                              VII

                 PENDING CLAIMS AND LITIGATION

The debtor has listed or there has been filed a total of $25,178 in
priority claims and $1,471,493 in unsecured non-priority claims.
In addition, there is a secured claim to NGF Investment Corp of
$179,000 pre-petition and $40,283 post petition.  The debtor
intends to dispute $754,574.54 of the unsecured non-priority
claims.  Annexed hereto marked Exhibit "F" is a list of these
claims and the nature of the disputes. There are $9,734.34 in
unpaid pre-petition tax claims and $4,583.37 in unsecured general
tax claims.  There is one priority wage claim for $4,300.00 and a
priority claim of the State of New Jersey for $6,561.87.  Debtor
does not anticipate challenging any claims based on alleged
"insider" status.

     The debtor has recently received information that Stephen
Findlay may have  concealed information regarding breaches of the
restrictive covenants in his employment agreement which was the
subject of the arbitration award of $186,419 obtained in
February, 2000 against Prime.  Debtor intends to challenge
Findlay's $186,146 claim on the ground that it was obtained
through fraud.  The Creditors' Committee has filed an adversary
proceeding alleging various fraudulent conveyances and insider
preferences to a number of individuals and companies.  Debtor
believes there is no substance to these claims and they will be
unsuccessful.  In the event the Plan is confirmed, the Creditors'
Committee has agreed to dismiss this proceeding without
prejudice.  The defendants have agreed to an extension of the
Statue of Limitations with respect to the claims of the lawsuit
until the completion of the Plan.

                              VIII

                 PRESENT AND PROJECTED EARNINGS

     The Operating Statement for the period from April 21, 2000
through June 30, 2000, showed sales of $359,156 and net income of
$2,878.

     Prime projects cash flow following reorganization between
$102,977 and $279,640 per year for the next three years.  This is
based upon projected sales of $2,958,000 to $3,416,490 per year.
Cash flow during the ensuing two years is anticipated to be
commensurate with the preceding periods.

     Annexed hereto marked Exhibit "E" is a three-year cash flow
projection.

<PAGE>
                               IX

                      LIQUIDATION ANALYSIS

     It is estimated that a liquidation of the debtor under Chapter
7 of the Bankruptcy Code would produce the following result (based
upon December 31, 2000, figures):

     Equipment & Materials                                $
25,000
     Contract Receivables                                 $
320,979**
     Cash                                                 $
105,785
     Other Current Assets                                 $
12,784

     Total Assets                                         $
464,658

     Priority Claims:
     Expense of Administration                            $
180,000
     Estate Current Liabilities                           $
93,336*
     Other Priority Claims                                $
25,178
     Total Priority Claims                                $
298,514

     Secured Claims                                        $
219,283
     Total Priority and Secured Claims                     $
517,797

*Post-petition claims of subcontractors and suppliers for goods
sold and work performed after April 20, 2000.

**After allowance for uncollectible accounts.

The value of equipment and material is based on the debtor's
estimate of forced sale value.  Administration expenses include
$45,000 to counsel for the debtor, $65,000 to counsel for the
creditors' committee, $45,000 to accountants for the creditors'
committee and $25,000 for trustees fees and fees to counsel for the
trustee.  Priority claims are pre-petition taxes and wages.  The
distribution to creditors would not be affected if this case was
consolidated with Hamilton-McGregor International, Inc. since the
parent company has no net assets.  The result of liquidation would
be a shortfall of $53,000 and no distribution to general unsecured
creditors.
                               X

                           MANAGEMENT

Aron Scharf is the President of Prime.  Hamilton-McGregor
International, Inc., is the 100% shareholder of Prime.  Hamilton-
McGregor is a reporting company pursuant to the Securities Exchange
Act of 1934 with more than 25 shareholders and approximately 5.4
million outstanding shares.  R.F. Management of Parsippany, New
Jersey, owns less than 50% of Hamilton's stock, and Roger
Findlay, of Mendham, New Jersey owns 15.6% of Hamilton's stock.
Roger Findlay also owns approximately 10% of R.F. Management's
stock.  Another 10% of R.F. Management's stock is owned by a
company controlled by Roger Findlay's wife, Alice.  Aron Scharf
owns 2.5% of R.F. Management's stock and 2.7% of Hamilton's stock.
Aron Scharf was appointed President of Prime this year, replacing
Otto Von Eilbergh, who continues as a consultant to Prime.  Mr.
Scharf was a co-founder of Modern Medical Modalities Corp. ("MMM")
in 1989, and served as consultant and business manager to MMM until
1992.  He returned to MMM from 1996 until 1997.  He was responsible
for financial projections and planning, cash flow analysis and
consultation.  He was appointed to the Board of Directors of RF
Management Company in 1998.  Mr. Scharf received both a B.A. in
Business and a B.S. in Industrial Engineering from Rutgers College,
in New Brunswick, New Jersey.  He went on to earn his Masters in
Operations Research from Rutgers University and an MBA from
Fairleigh Dickenson University.  From 1974 to 1982, he was employed
by Johnson and Johnson domestic operating company as a financial
planner, financial forecaster and marketing manager.  When he left
J&J, Mr. Scharf opened MicroAge Computers, a retail computer store
and founded Sunrise Multi-Marketing, a sales and leasing company
specializing in computer equipment.  He served as president of
Fidelity Telecom Group from 1993 until his return to MMM in 1996.
                               XI

           SUMMARY OF PROPOSED PLAN OF REORGANIZATION

     The Plan divides claims and interests as follows:

     1.   Administrative Claims and Expenses   to be paid in full
upon confirmation.

     2.   Tax Claims   to be paid in full prior to six years from
the date of assessment.

     3.   General Unsecured Claims (Class 1)   to be paid as
follows:  $100,000 per year, paid semi-annually, with the first
payment to be made one hundred eighty (180) days after the
effective date to allowed Class 1 claims on a pro-rata basis for
five years for a total of $500,000.  This will result in a
distribution of between 37% and 40% to unsecured creditors,
depending on the outcome of anticipated challenges to claims. The
payments to Class 1 creditors will be accelerated each year to
the extent of 50% of after-tax profits not to exceed $25,000 in
accelerated payments in any calendar year.  The amounts owed to
Class 1 creditors will be secured by a first lien on debtor's
accounts receivable, subordinated only to secured loans obtained
by debtor from regular commercial lenders for working capital to
support specific projects.

     4.   Claims of Secured Creditors (Class 2)   The secured
creditor will be paid in full with interest at 12% per annum
monthly from the date of confirmation;  payment of principal of the
Class 2 claim will be made as follows:  no portion of its claim,
except for current interest at 12% per annum  will be paid until
after the payment of the distribution of $500,000 is made to all
Class 1 creditors.  In the event of a default of payments to
unsecured creditors under the Plan, no interest payments will be
made to the Class 2 creditor until the default is cured.   The
Class 2 creditor will subordinate its security interest to the
security interest granted to Class 1 creditors, and also to secured
loans obtained from commercial lenders for working capital for
identified projects.  The amount due the Class 2 claimant will be
calculated on the basis of annual interest at 12-1/2%  for all
principal loaned prior to confirmation, and 12% per annum after
confirmation.
5.   All other interests including stock interests in Prime
(Class 3)  are unaffected by the Plan.  Class 3 is unimpaired;
Classes 1 and 2 are impaired.

     Prime shall retain all of its property and shall operate its
business during the period of the Plan.  The funds for implementing
and carrying out the Plan shall be provided by Prime's business
operations.  All executory contracts or unexpired leases of  Prime
not previously assumed or rejected will be rejected.  Claims for
damages resulting from such rejection shall be included in Class 1.
Quarterly signed operating statements will be provided to the
Unsecured Creditors' Committee until all Class 1 claims are paid,
and the Unsecured Creditors' Committee will have the right to
review periodically the books and records of Prime.  Modern Medical
Modalities will forbear from payment of all outstanding obligations
due it from Hamilton-McGregor until all payments due to Class 1
creditors have been made.

                              XII
                    MISCELLANEOUS PROVISIONS

A.   Retention of Jurisdiction.  The Court shall retain
jurisdiction of the case pursuant to the Code, until the final
allowance or disallowance of all claims affected by the Plan.
The Court shall retain jurisdiction to implement the provisions
of the Plan in the manner as provided by Section 1142 of the
Bankruptcy Code.

B.   Good Faith.  The Debtor believes that it has proposed this
Plan in good faith and not by means forbidden by law.

C.   Amendments and Modifications to Plan.  Section 1127 of the
Bankruptcy Code permits the Plan proponent to alter, amend or
modify a plan of reorganization before or after the Confirmation
Date.  Debtor reserves the right to amend or modify this Plan
before or after the Confirmation Date.

D.   Objections to Confirmation.  The Bankruptcy Court will
schedule one or more hearings to consider any objections filed
regarding confirmation of debtor's Plan.  Any objections to
confirmation of the Plan must be in writing, within the time
established by the Court, and filed with the Bankruptcy Court and
served upon counsel for the debtor at:

     Arthur H. Miller, Esq., c/o Miller & Miller, P.A., 96 Paterson
Street, New Brunswick, NJ 08901-2175.

Rule 9014 of the  Federal  Rules  of  Bankruptcy Procedure
governs  objections  to  the  confirmation  of  a reorganization
plan.

                              XIII

           PROCEDURES FOR RESOLVING CONTESTED CLAIMS

A.   Objections To Claims To Be Filed Within 60 Days After
Confirmation.   Prior to or after the Confirmation Date, objections
to Claims against the Debtor and its estate shall be made by
Debtor.  Such objections shall be served upon each holder of each
of the Claims to which objections are made and filed with the
Bankruptcy Court as soon as practicable, but in no event shall such
objections be filed later than 60 days after the Confirmation Date.

B.   Payment Upon Resolution Of Contested Claims.  Except as may
otherwise be agreed with respect to any contested Claim, no
payments or distributions shall be made with respect to all or any
portion of a contested Claim unless and until all objections to
such contested Claim have been determined by a Final Order.
Payments and distributions to each holder of a contested claim, to
the extent that it ultimately becomes an Allowed  Claim,  shall  be
made  in  accordance  with  the provisions of the Plan with respect
to the class in which the holder of such Allowed Claim belongs.

Notwithstanding any other provision of this Plan, the
Distributing Agent shall withhold from the property to be
distributed under this Plan on account of contested Claims and
shall  place  in  escrow  an  amount  sufficient  to  be
distributed on account of the face amount of Claims that are
disputed and that have not been Allowed Claims or resolved by
consent of the creditor as of the Effective Date of the Plan.   For
purposes of this Plan,  "face amount" of a claim shall mean the
amount set forth on the Proof of Claim, or, if no such proof of
claim has been filed, the amount of such claims as set forth on the
Schedules which are designated as not being disputed, contingent or
unliquidated.



                         PRIME CONTRACTING CORP.

                              By:______________________
                                   ARON SCHARF, President

Dated:   March 2, 2001




MILLER & MILLER, P.A.
Attorneys for Debtor
96 Paterson Street
New Brunswick, NJ  08901
(732) 828-2234
Arthur H. Miller, Esq. #AM5238
__________________________________________________________________

In re:                   :      UNITED STATES BANKRUPTCY COURT
                                DISTRICT OF NEW JERSEY
PRIME CONTRACTING        :
CORP.                           Chapter 11
                    :
                                Case No. 00-34073 (WFT)
               Debtor.   :
________________________

                BALLOT FOR ACCEPTING OR REJECTING
          DEBTOR'S THIRD MODIFIED PLAN OF REORGANIZATION

     The Third Modified Plan of Reorganization filed by Prime
Contracting Corp., (the "Debtor") on November ______, 2000 (the
"Plan"), and referred to in this Ballot, can be confirmed by the
Bankruptcy Court and therefore made binding upon you if the Plan
is accepted by Holders of two-thirds (2/3) in amount and more
than one-half (0.5) in number of claims in each Class actually
voting on the Plan.  In the event the requisite acceptances are
not obtained, the Bankruptcy Court may nevertheless confirm the
Plan if it finds that the Plan is fair and equitable in its
treatment of a rejecting Class.  Please read this entire Ballot
and complete all sections pertaining to your Class.  Pursuant to
the terms of the Plan, only creditors with claims in Classes 1
and 2 of the Plan are impaired and may vote on the Plan.
Creditors with claims in Class 3 are unimpaired under the Plan
and may not vote on the Plan.
     TO HAVE YOUR VOTE COUNT, YOU MUST COMPLETE AND RETURN THIS
BALLOT TO THE DEBTOR AT THE ADDRESS AND BY THE DATE SET FORTH
BELOW.  THE DEBTOR RESERVES ALL OF ITS RIGHTS TO OBJECT TO CLAIMS
SUBSEQUENT TO CONFIRMATION.  FURTHER, THE DEBTOR WILL SEEK TO HAVE
THE PLAN CONFIRMED OVER THE OBJECTION OF ANY NON-ACCEPTING CLASS OF
CREDITORS.

     1.   HOLDERS OF CLAIMS AGAINST THE DEBTOR:  The undersigned, a
     creditor of the Debtor in Class 1 or 2 under the Plan, holding
     a claim in the unpaid principal amount of $________________
     (fill in the amount of the claim and check appropriate line)

          ________________ ACCEPTS           _______________ REJECTS

          the Plan filed herein by the Debtor.

     2.   __________________________________________
               (Name of Creditor   please print)

     3.   __________________________________________
               (Name of Company   please print)

          __________________________________________

          __________________________________________
          (Address)

4.   __________________________________________
          (Signature)

5.   __________________________________________
          (Title)

6.   __________________________________________
          (Taxpayer ID Number   no distribution can
            be paid unless this item is completed)

CORPORATION:  If Claimant is a corporation, print name and address
of corporation on lines 2 and 3; officer of corporation signs on
line 4, print title of officer, i.e. "President", on line 5; and
print tax identification number on line 6.

PARTNERSHIP:  If Claimant is a partnership, print name and address
of partnership on lines 2 and 3; a partner signs own name on line
4; print "Partner" on line 5; and print tax identification number
on line 6.

INDIVIDUAL:  If Claimant is an individual doing business under own
name, print name and address on lines 2 and 3; sign on line 4;
print title, if any, on line 5 and list social security number on
line 6.

TO BE COUNTED, THIS COMPLETED BALLOT MUST BE RETURNED BY HAND
DELIVERY, OVERNIGHT MAIL OR REGULAR MAIL ON OR BEFORE 5:00 P.M.,
______________________________, TO:

               CLERK, U.S. BANKRUPTCY COURT
               50 WALNUT STREET
               NEWARK, NJ 07102-2506

BALLOTS THAT ARE RETURNED WITH MISSING INFORMATION WILL NOT BE
COUNTED.


NO BALLOTS WILL BE ACCEPTED BY TELECOPIER.