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, 1999.

     [ ]  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 [ ]     NO [X]

     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, 1999 were $6,278,599.

     As of June 30, 1999, 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, 1999

                        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


                              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.

     (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 16 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.

     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, 1999, with a
renewal provision for an additional five-year term, and 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.

     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 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 12.5% annual rate of interest, which
the Company uses for operating capital only, and not for
construction loans.  At June 30, 1999, the outstanding balance on
the NGF line of credit was $196,000.  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 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, 1999, 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 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
$110,000.  The Company increased its note payable from a related
party to provide $97,000 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.



                   INDEPENDENT AUDITORS' REPORT


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


We have audited the accompanying consolidated balance sheet of
Hamilton McGregor International, Inc.and Subsidiary as at June
30, 1999 and 1998, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the three
years ended June 30, 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.

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 at June 30, 1999 and 1998, and the consolidated
results of their operations and their cash flows for the three
years ended June 30, 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.





Vincent J. Batyr & Co.
Certified Public Accountants

Tarrytown, NY
September 27, 1999

<PAGE>

<TABLE>

                    HAMILTON-MCGREGOR INTERNATIONAL INC. AND SUBSIDIARY

                                CONSOLIDATED BALANCE SHEETS


<S>                                               <C>            <C>
                                                            June 30,
                                                  --------------------------
                                                      1999          1998
                                                  --------------------------
ASSETS

Current Assets:
     Cash and cash equivalents                    $   19,389     $   21,102
     Contracts receivable, less allowance for
      doubtful accounts of $75,000, $40,000
      and $30,000, respectively                      317,234      1,186,610
     Costs and estimated earnings in excess of
      billings on uncompleted contracts              148,293         96,582
     Material inventory                               61,200         30,000
     Due from officer                                 20,000            -
     Prepaid expenses and other current assets        18,655          2,648
     Current deferred tax assets                         -           13,243
     Other current assets                             43,219         25,450
                                                  ----------     ----------

          Total current assets                       627,990      1,375,635
                                                  ----------     ----------

Furniture, fixtures, equipment and leasehold
 improvements (net of accumulated depreciation of
 $143,925, $133,604 and $181,123, respectively)       65,240         84,089
Deferred tax assets                                      -          124,070
Other assets                                             -            3,188
                                                  ----------     ----------

          TOTAL ASSETS                            $  693,230     $1,586,982
                                                  ==========     ==========


LIABILITIES & STOCKHOLDERS' (DEFICIENCY)

Current Liabilities:
     Current portion of note payable
      - acquisition                               $   72,222     $   72,222
     Current maturities of long-term debt             28,728         10,632
     Accounts payable and accrued expenses           720,555        671,557
     Billings in excess of costs and estimated
      earnings on uncompleted contracts               74,415        812,207
     Due to affiliate                                  6,153            -
                                                  ----------     ----------

          Total current liabilities                  902,073      1,566,618
                                                  ----------     ----------

     Note payable - acquisition, net of
      current portion                                 41,667         91,667
     Note payable - related party                    196,280        101,000
     Long-term debt                                    3,880         15,611

     COMMITMENTS AND CONTINGENCIES
                                                  ----------     ----------
          TOTAL LIABILITIES                        1,143,900      1,774,896
                                                  ----------     ----------

Stockholders' (deficiency)
     Common stock, $.0001 par value,
     15,000,000 shares authorized,
     5,586,905 shares issued and outstanding             559            498
     Additional paid in capital                      845,493        780,650
     Retained (deficit)                           (1,296,722)      (969,062)
                                                  ----------     ----------

          TOTAL STOCKHOLDERS' (DEFICIENCY)          (450,670)      (187,914)
                                                  ----------     ----------
          TOTAL LIABILITIES AND
          STOCKHOLDERS' (DEFICIENCY)              $  693,230     $1,586,982



See Independent Auditors' Report and Notes to Consolidated Financial Statements.

</TABLE>
<PAGE>

<TABLE>
                    HAMILTON-MCGREGOR INTERNATIONAL INC. AND SUBSIDIARY

                           CONSOLIDATED STATEMENTS OF OPERATIONS


<S>                                          <C>            <C>            <C>
                                                               For the
                                                             Years Ended
                                                               June 30,
                                             -------------- -------------- -------------
                                                  1999           1998          1997
                                             -------------- -------------- -------------


Contract revenues                            $   6,278,599  $   5,633,716  $  7,389,279
Costs of revenues earned                         4,863,355      4,388,829     5,860,886
                                             -------------- -------------- -------------

     Gross profit                                1,415,244      1,244,887     1,528,393

Selling, general and
 administrative expenses (includes
 depreciation and amortization expense
 of $18,081, $34,720 and $36,131, respectively)  1,558,541      1,356,873     1,605,134
                                             -------------- -------------- -------------

     Income (loss) from operations                (143,297)      (111,986)      (76,741)
                                             -------------- -------------- -------------

Other income (expense)
     Interest income                                   -              -             321
     Interest expense                              (46,441)         6,139      (107,226)
                                             -------------- -------------- -------------
     Income (loss) before (recovery of)
      income taxes                                (189,738)      (105,847)     (183,646)

(Recovery of) income taxes                         137,922        (42,236)       (5,703)
                                             -------------- -------------- -------------

     Net (loss)                              $    (327,660) $     (63,611) $   (177,943)
                                             ============== ============== =============

Weighted average number of shares of
 common stock outstanding                        5,131,107      4,977,505     4,977,505
                                             ============== ============== =============

     Basic (loss) per share                  $       (0.06) $       (0.01) $      (0.04)
                                             ============== ============== =============


See Independent Auditors' Report and Notes to Consolidated Financial Statements.

</TABLE>
<PAGE>

<TABLE>
                    HAMILTON-MCGREGOR INTERNATIONAL INC. AND SUBSIDIARY

                           CONSOLIDATED STATEMENTS OF CASH FLOWS

<S>                                          <C>            <C>            <C>
                                             -------------- -------------- -------------
                                                  1999           1998          1997
                                             -------------- -------------- -------------

Net income (loss)                            $    (327,660) $     (63,611) $   (177,943)
Adjustments to reconcile excess of
 revenue over expenses to net cash
 provided by (used in) operating activities:
     Depreciation and amortization                  18,081         34,720        36,131
     Provision for doubtful accounts                35,000         20,000           -
     Deferred income taxes                         137,922        (42,236)       (5,703)
     (Income) loss on investment in
      limited partnership                           (1,812)            96           182
     Changes in operating assets and liabilities:
          Contracts receivable                     834,376       (239,191)     (326,946)
          Costs and estimated earnings in excess
           of billings on uncompleted contracts    (51,711)       (64,583)      (11,536)
          Prepaid expenses and other
           current assets                          (64,976)       100,697        29,928
          Accounts payable and accrued expenses     48,389       (423,280)      473,379
          Billings in excess of costs and
           estimated earnings on uncompleted
           contracts                              (737,792)       320,576       186,416
                                             -------------- -------------- -------------
     Net cash provided by (used in)
      operating activities                        (110,183)      (356,811)      203,908
                                             -------------- -------------- -------------

Acquisition of furniture, fixtures,
 and equipment                                         -              -         (42,536)
Disposition of furniture, fixtures,
 and equipment                                         750            -             -
                                             -------------- -------------- -------------
     Net cash provided by (used in)
      investing activities                             750            -         (42,536)
                                             -------------- -------------- -------------
Due from officer                                   (20,000)           -             -
Repayment of note payable - acquisition            (50,000)       (62,064)          -
Proceeds from note payable - related party          97,452        200,000           -
Proceeds from long-term debt                        50,000            -             -
Repayment of long-term debt                        (34,575)      (881,239)       14,481
Proceeds from line of credit                           -              -         200,000
Repayment of line of credit                            -         (200,000)          -
Additional paid in capital                          64,843        776,650         4,000
                                             -------------- -------------- -------------
     Net cash provided by financing
      activities                                   107,720       (166,653)      218,481
                                             -------------- -------------- -------------

Net increase (decrease) in cash and
 cash equivalents                                   (1,713)      (523,464)      379,853

Cash and cash equivalents at
 beginning of year                                  21,102        544,567       164,713
                                             -------------- -------------- -------------

Cash and cash equivalents at
 end of year                                 $      19,389  $      21,103  $    544,566
                                             ============== ============== =============


See Independent Auditors' Report and Notes to Consolidated Financial Statements.

</TABLE>
<PAGE>

       HAMILTON-MCGREGOR INTERNATIONAL INC. AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   JUNE 30, 1999, 1998 AND 1997


1 -  Business

     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.


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 June
     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 form 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.

     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.

     Contracts costs included 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, contracts
     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 have been computed by dividing the net
     (loss) by the weighted average number of common stock shares
     outstanding.


3 -  Going Concern

     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, 1999, 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.

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 Regulation Rules governing the Limited Offer and Sale of
     Securities Without Registration Under the securities Act of
     1933 (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,
                                   --------------------------
                                      1999            1998
                                   --------------------------
     Billed                        $ 282,352      $ 1,099,494
     Unbilled                         34,882           87,166
                                   ---------      -----------
          Total                    $ 317,234      $ 1,186,610
                                   ---------      -----------


     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.  Retainage amounts at
     June 30, 1999 and 1998 are not significant.


6 -  Furniture, Fixtures, Equipment and Leasehold Improvements

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



                     Estimated               June 30,
                    Useful Life-   ------------- --------------
                        Years           1999          1998
                    -------------- ------------- --------------

Office equipment         5         $    24,479   $    24,479
Vehicles                 5             133,828       142,257
Leasehold improvements   20             50,858        50,858
                                   ------------- --------------
  Total furniture, fixtures,
  equipment and leasehold
  improvements                     $   209,165    $  217,594

Less: Accumulated depreciation        (143,925)     (133,505)
                                   -------------- -------------

  Net furniture, fixtures,
  equipment and leasehold
  improvements                     $    65,240    $   84,089
                                   ============== =============


7 -  Investment in Limited Partnership

     The Company has an investment in Stamford Towers, Limited
     Partnership as follows:


                                            June 30,
                                  -------------- -------------
                                      1999            1998
                                  -------------- -------------

Limited partnership interest      $     -        $     5,000
                                  -------------- -------------
Aggregate cost                    $     -        $     5,000
                                  ============== =============

Aggregate market value            $     -        $     3,188

Cash balance                            -              -
                                  -------------- -------------
                                  $     -        $     3,188
                                  ============== =============


8 -  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 $196,000 and $101,000 as at June 30, 1999 and
     1998, respectively.


9 -  Long-Term Debt

     Long-term debt consists of the following:


                                            June 30,
                                  ------------- -------------
                                      1999            1998
                                  -------------- -------------

Notes payable                     $    32,608    $    26,243
Less: Amounts due in one year          28,728         10,632
                                  -------------- -------------
       Total long-term debt       $     3,880    $    15,611
                                  ============== =============


     The future principal payments for long-term debt at June 30,
     1999 are as follows:


     Year Ending
       June 30,
     -----------
        2000                            28,728
        2001                             3,880


10 - 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 rated in effect in the years
     in which the differences are expected to reverse.

     The Company has recorded total income tax (credits) of
     $137,922, ($42,236) and ($5,703), for the years ended June
     30, 1999, 1998 and 1997, respectively.  The Company has a
     net operating loss (NOL) carryforward for federal income tax
     purposes of $997,329 at June 30,1999 available to offset
     income taxes in future years through 2014.

     Components of income (loss) before income taxes (recovery),
     and net income (loss) are as follows:


                                                    June 30,
                                  -------------- ------------- -------------
                                      1999            1998         1997
                                  -------------- ------------- -------------

Income (loss) before (recovery of)
  income taxes                    $  (189,738)   $  (105,847)   $  (183,646)
Provision for (recovery of) income
  taxes                               137,922        (42,236)        (5,703)
                                  -------------- -------------- ------------
Net income (loss)                 $  (327,660)   $   (63,611)   $  (177,943)
                                  ============== ============= =============


     The following is a reconciliation of the U.S. federal statutory tax
     rate and the apparent tax rate:

                                     1999          1998         1997
                                ------------- ------------- -------------

U.S. Federal tax                    (34.0%)       (34.0%)      (34.0%)
Expense (benefit) from
  graduated rates                   (10.0%)        10.0%        10.0%
State taxes, net of federal
  tax benefit                        (6.0%)        (6.0%)       (6.0%)
Valuation allowance                 (22.7%)       (10.0%)       27.0%
                                ------------- ------------- -------------
Effective tax rate                  (72.7%)       (40.0%)       (3.0%)
                                ============= ============= =============

     The tax effects of temporary differences and carryforwards which give
     rise to significant portions of deferred tax assets and liabilities are
     as follows:

<TABLE>
<S>                      <C>       <C>            <C>       <C>
                            June 30, 1999            June 30, 1998
                         ---------------------    ---------------------
                         Current   Non-current    Current   Non-current
                         --------  -----------    --------  -----------
Deferred income tax assets:
   Net operating loss
     carryforwards        18,000    281,199         15,000    248,141
   Doubtful Accounts      22,500      -              9,000      -
   Depreciation            -          9,851          2,487      -
   Valuation Reserve     (40,500)  (291,050)       (13,244)  (124,071)
                        --------   --------       --------   --------
  Total deferred income
    tax assets             -          -             13,243    124,070
                        --------   --------       --------   --------
  Net deferred income
    tax assets             -          -             13,243    124,070
                        ========   ========       ========   ========

</TABLE>


     The Company has recorded current and deferred provision for
     (recovery of) income taxes as follows:


                                    June 30,
                  -------------- ------------- -------------
                       1999           1998          1997
                  -------------- ------------- -------------

Current           $       609    $     -        $     -
Deferred              137,313        (42,236)        (5,703)
                  -------------- -------------- ------------
  Total           $   137,922    $   (42,236)   $    (5,703)
                  ============== ============= =============



11 - Related Party Transactions

     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 ($200,000) and a one million dollar
     ($1,000,000) note bearing interest at prime plus one percent
     (1%) and require 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
     extinguishment 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 to 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 36 months, plus
     interest calculated at prime plus 1% and a 36 month option
     to purchase 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.

     The Company's outstanding balance on the note payable
     amounts to $113,889 and $163,889 as at June 30, 1999 and
     1998, respectively.


12 - 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, 1999 and calls
     for a fixed annual rental of $18,000, payment of all real
     estate taxes and utilities and contains a renewal provision
     for an additional five-year term.  Rent expense for the
     years ended June 30, 1999, 1998 and 1997 was $24,786,
     $23,404 and $18,590 respectively.

     Minimum Operating Lease Commitments are as follows:

                              June 30,
                              2000           26,248
                              2001           27,797
                              2002           29,437
                              2003           31,174
                              2004           33,013
                                            -------
Total minimum lease commitments             147,669
                                            -------


Employment contract

     In November 1994, Prime entered into an employment agreement
     with its president to receive gross revenue bonuses at the
     end of any of the first five bonus years beginning October
     1994.  The gross revenue bonus advanced in accordance with
     the agreement is amortized over the ten year contract term.
     In addition, a special bonus was paid to the same party, and
     was amortized over a 12 month period beginning January 1,
     1995.

     In December 1997, the employment contract was terminated,
     resulting in a charge to operations in the amount of
     $145,725 for the balance of prepaid compensation.

13 - Litigation

     In June, 1998, "Hamilton" was named as defendant in an
     arbitration filed by Stephen Findlay under the Employment
     Arbitration Rules of the American Arbitration Association.
     The claim alleges termination of Mr. Findlay without cause
     and breach of an employment contract.  The plaintiff seeks
     compensatory and punitive damages, costs and legal fees.
     This matter is in the pleading stage.  It is too early at
     this time to estimate the eventual outcome of this case.


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

     None.



                             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, 48, 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, 44, 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, 49, 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       1999   123,421      0         6,483.96    0            0
Eilbergh       1998   123,421      0         6,483.96    0            0
               1997   113,480      0         6,483.96    0            0

Aron Scharf    1999   29,000       0         6,483.96    0            0
               1998   75,000       0         6,483.96    0            0
               1996   0            0         0           0            0

Stephen        1999   0            0         0           0            0
Findlay(1)     1998   9,615        0         0           0            0
               1997   250,016      240,000   6,483.96    0            0

Wayne P.       1999   4,000        0         0           0            0
Miller(2)      1998   4,000        0         0           0            0
               1997   4,000        0         0           0            0


(1)  Mr. Findlay is no longer employed by the Company.  See Legal
Proceedings (Part II, Item 2).

(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
               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.

</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.  In addition, R.F. Management is engaged in the business
of medical construction and mobile MRI services.  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, and on salary from
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.

     None.



                            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:  March 31, 2000        By:  /s/ Aron D. Scharf
                             Aron D. Scharf, President
                             Chairman, Treasurer


Date:  March 31, 2000        By:  /s/ Wayne P. Miller
                             Wayne P. Miller,
                             Director


Date:  March 31, 2000        By:  /s/ Otto Van Eilbergh
                             Otto Van Eilbergh,
                             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:  March 31, 2000        By:  /s/ Aron D. Scharf
                             Aron D. Scharf, President
                             Chairman, Treasurer


Date:  March 31, 2000        By:  /s/ Wayne P. Miller
                             Wayne P. Miller,
                             Director


Date:  March 31, 2000        By:  /s/ Otto Van Eilbergh
                             Otto Van Eilbergh,
                             Director