UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) October 3, 2003
HMG/COURTLAND PROPERTIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-7865 59-1914299
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1870 S. Bayshore Drive, Coconut Grove, Florida 33133
(Address of Principal Executive Offices) (Zip Code)
(305) 854-6803
(Registrant's Telephone Number, Including Area Code)
-----------------------------------------------------------------------
(Former Name or Former Address,
if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
On October 3, 2003, the services of BDO Seidman LLP, the independent
accounting firm that has rendered audit services to the Company since January 1,
1995, were terminated. The decision to change accountants was recommended and
approved by the Audit Committee of the Board of Directors.
BDO Seidman's report on the financial statements for the fiscal years
ended December 31, 2001 and 2002 did not contain any adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles. During the Company's two most recent fiscal
years ended December 31, 2002 and during the interim period ended September 30,
2003 and October 3, 2003, there were no disagreements with the former accountant
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement if not resolved
to the satisfaction of BDO Seidman, would have caused it to make reference to
the subject matter of the disagreement in connection with its report.
The Company requested that BDO Seidman furnish to the Company a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the foregoing statements made by the Company and, if not, stating the
respects in which it does not agree. BDO Seidman's letter is being filed as an
exhibit to this Report confirming its agreement with the Company.
The Company has engaged the services of Berenfeld, Spritzer, Shechter
& Sheer, 2237 N. Commerce Parkway, Suite 3, Weston, Florida 33326. The Berenfeld
firm's services will begin on October 15, 2003.
During the Company's two most recent fiscal years ended December 31,
2002 and during the interim period ended September 30, 2003, the Company did not
have any consultations with Berenfeld concerning the Company's financial
statements. Berenfeld has rendered tax, accounting and audit services to two
affiliates of the Company, Transco Realty Trust and TGIF Texas, Inc. for the
years ended December 31, 2001 and 2002.
EXHIBITS
1. BDO Seidman letter, dated October 3, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Date: October 8, 2003 HMG/COURTLAND PROPERTIES, INC.
By: ________________________________
Lawrence I. Rothstein
President & Chief Financial Officer