SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 24, 2003
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INTERCOM SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-12854 11-2599441
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
111 Village Parkway, Building #2, Marietta, Georgia 30067
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (770) 951-0984
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) Effective November 24, 2003, Bederson & Company LLP resigned as
Intercom Systems, Inc.'s ("Company") independent accountants. Bederson &
Company LLP decided not to continue to register with the Public Accounting
Oversight Board and therefore had to resign from its public company
accounts.
(ii) The reports of Bederson & Company LLP on the Company's
consolidated financial statements for the past two fiscal years or any
later interim period did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles, except that the report of Bederson & Company LLP
accompanying the Company's audited financial statements as of June 30, 2003
and June 30, 2002 was qualified as to the Company's ability to continue as
a going concern.
(iii) The Company's Audit Committee did not participate in or approve
the decision to change independent accountants, as the independent
accountants resigned.
(iv) In connection with its audits for the two most recent or any
later interim period fiscal years there have been no disagreements with
Bederson & Company LLP 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 Bederson & Company
LLP, would have caused them to make reference to the subject matter of the
disagreement in connection with their reports on the financial statements
for such years.
(v) During the two most recent fiscal years or any later interim
period, there have been no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
(vi) The Company requested that Bederson & Company LLP furnish it with
a letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter is attached as Exhibit 16.1 to this
Form 8-K.
(b) New independent accountants
The Company engaged Weinberg & Company, P.A. as its new independent
accountants as of November 25, 2003. During the two most recent fiscal years,
the Company has not consulted with Weinberg & Company, P.A. regarding (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, and no written report or oral
advice was provided to the Company concluding there was an important factor to
be considered by the Company in reaching a decision as to an accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K.
Item 7. Financial Statement and Exhibits
(c) Exhibits:
16.1 Letter from Bederson & Company LLP dated December 1, 2003.
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SIGNATURE
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: December 1, 2003 INTERCOM SYSTEMS, INC.
By: /s/ Robert H. Donehew
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Name: Robert H. Donehew
Title: acting Chairman, acting President,
Vice President and Treasurer
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