UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 11, 2003
INTELLIGENT MOTOR CARS GROUP, INC.
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(Exact name of registrant as specified in its charter)
333-88952
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File Number
DELAWARE 74-3022293
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1600 W. Sunrise Blvd.
Fort Lauderdale, Florida 33311
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (954) 462-0500
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All correspondence to:
Michelle Kramish Kain, Esq.
Michelle Kramish Kain, P.A.
750 Southeast Third Avenue
Suite 100
Fort Lauderdale, Florida 33316
Telephone: (954) 768-0678
Facsimile: (954) 768-0158
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)(1)(i) On November 11, 2003, Intelligent Motor Cars Group, Inc.
("the Registrant") changed accountants from Rachlin Cohen & Holtz, LLP to
Berkovits, Lago & Company, LLP.
(i) The Registrant decided to dismiss Rachlin Cohen & Holtz, LLP
("Rachlin") as its independent accountants;
(ii) Rachlin's initial report dated June 10, 2003 on the 2002 and
2001 financial statements of the Registrant was qualified as
the result of scope limitations relating to (a) the accounting
for and disclosure of all related party transactions, and (b)
the recording of notes receivable - stockholders at net
realizable value. This initial report also contained an
explanatory paragraph reporting substantial doubt about the
Registrant's ability to continue as a going concern. Rachlin
issued a second report dated August 7, 2003 on the 2002 and
2001 financial statements of the Registrant indicating that
Rachlin performed additional auditing procedures that provided
sufficient competent evidential matter concerning the related
party transactions and that the Registrant restated the 2002
financial statements for the write off of the notes receivable
- stockholders. This second report also contained (a) an
emphasis of a matter paragraph concerning related party
transactions, and (b) an explanatory paragraph reporting
substantial doubt about the Registrant's ability to continue
as a going concern.
(iii) The decision to change accountants was approved by the
Registrant's Board of Directors; and
(iv)(A) During the period from August 7, 2003 to November 11, 2003,
there were no disagreements with Rachlin related to accounting
principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Rachlin would have caused
Rachlin to make reference to the subject matter of the
disagreement in connection with its report, except as
described in (ii) above regarding Rachlin's initial report.
(v) (A) For the two years ended December 31, 2002 and 2001, the
Rachlin initial report dated June 10, 2003 contained an
explanatory paragraph stating that the independent auditors
were unable to obtain sufficient evidential matter to satisfy
themselves that all related party transactions were properly
accounted for. On August 7, 2003 the independent auditors
reissued their report on the above referenced financial
statements which were restated to properly account for all
related party transactions clearing this exception.
(B) In a Report on Reportable Conditions and Other Matters
dated June 10, 2003, Rachlin advised the Registrant that the
internal controls necessary for the Registrant to develop
reliable financial statements did not exist. These conditions
included (a) Material Weaknesses relating to maintaining and
managing legal documents, minutes of meetings of Board of
Directors, source documents, inventories (including perpetual
records and cut-offs), related party transactions, management
communications, and private offerings - notes payable; and (b)
Reportable Conditions relating to segregation of duties, audit
committee,
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insider loans, Form 1099's, numerical sequence of checks used,
reconciliation of bank accounts, accounting manager,
accounting procedures manual, and year-end closing procedures.
(C)(1) Reference is made to the circumstances described in
(a)(1)(ii) above regarding Rachlin's having advised the
Registrant of the need to expand significantly the scope of
its audit, which subsequently resulted in Rachlin having
expanded the scope of its audit and performing additional
auditing procedures that enabled Rachlin to issue its second
report dated August 7, 2003.
(2) On November 11, 2003, the Registrant engaged Berkovits, Lago & Company,
LLP as its independent accounts,
(i) The Registrant did not consult with Berkovits, Lago & Company,
LLP, its new independent accountants, regarding any matter
prior to its engagement; and
(ii) Not applicable.
(3) The Registrant has provided to Rachlin Cohen & Holtz, LLP, its former
accountants, a copy of the disclosures contained in this Item 4 and the
Registrant has requested a letter from Rachlin Cohen & Holtz, LLP
addressed to the Commission, confirming the statements made by the
Registrant in this Item 4. A copy of such letter is attached hereto.
(b) Not applicable.
Item 7. FINANCIAL, STATEMENTS, PROFORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
(16.1) Letter from Rachlin Cohen & Holtz, LLP
pursuant to Item 304(a) (3) of Regulations S-B.
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SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 11, 2003
Intelligent Motor Cars Group, Inc.
(Registrant)
/s/ Gerald Scalzo
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By: Gerald Scalzo,
Title: Chief Executive Officer
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