<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 9, 1997
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INTELLICELL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 1-12571 95-4467726
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
6929 Hayvenhurst Avenue, Van Nuys, California 91406
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 906-7777
_____________________________________________________________
Former name or former address, if changed since last report
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Item 4. Changes in Registrant's Certifying Accountant
On April 9, 1997, Richard A. Eisner & Company, LLP ("Eisner"), the
accounting firm that audited the financial statements of Intellicell Corp. (the
"Company") at December 31, 1994 and 1995 and for the years ended December 31,
1993, 1994 and 1995, resigned as the Company's independent auditor. The report
of Eisner for the fiscal years ended December 31, 1993, 1994 and 1995 did not
contain an adverse opinion or a disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles.
It is the Company's opinion that during the audit period for the fiscal
years ended December 31, 1993, 1994 and 1995 and during the interim period prior
to Eisner's resignation, there were no disagreements with Eisner on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure. However, in its letter of resignation addressed to
the Company's Board of Directors, Eisner concluded that it was "unable to rely
on the integrity of management."
As a result of the foregoing, the Company will be unable to file its
Annual Report on Form 10-K for the year ended December 31, 1996 within the time
prescribed by regulation under the Securities Exchange Act of 1934. The Company
intends to retain another accounting firm to complete the audit for such year.
Item 7. Exhibits.
16.1 Letter from Richard A. Eisner & Company, LLP.
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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 thereunto duly authorized.
INTELLICELL CORP.
By: /s/ James E. Bunting
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James E. Bunting
Chief Financial Officer
Date: April 21, 1997
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter from Richard A. Eisner & Company, LLP.
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EXHIBIT 16.1
[LETTERHEAD OF RICHARD A. EISNER & COMPANY, LLP]
April 18, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Intellicell Corp.;
File No. 1-12571;
Current Report on Form 8-K
Dated April 15, 1997
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Dear Commissioners:
This letter is furnished pursuant to Item 304(a)(3) of Regulation S-K
under the Securities Act of 1933.
We are the former independent auditors of the financial statements of
Intellicell Corp. as at, and for the year ended, December 31, 1996. We resigned
on April 9, 1997.
We have received a copy of the above-referenced Current Report on Form
8-K of Intellicell Corp., dated April 15, 1997. We agree with the statements
made therein with respect to the financial statements of Intellicell Corp. at
December 31, 1994 and 1995, and for the years ended December 31, 1993, 1994 and
1995, insofar as such statements relate to this firm. However, we believe the
statement made in said Current Report on Form 8-K with respect to our
resignation as auditors of the 1996 financial statements, by quoting out of
context our conclusion as to our inability to rely on the integrity of
management, and by failing to give any indication of the pertinent circumstances
leading to our resignation, is inadequate. In our judgement, said statement
should disclose that our resignation followeed an expanded scope investigation
undertaken by us in response to allegations with respect to the 1996 financial
statements that were made to us by Intellicell Corp.'s own controller, and that
during our investigation, evidence came to our attention that contradicted
statements made to us by management.
Very truly yours,
/s/ Richard A. Eisner & Company, LLP
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Richard A. Eisner & Company, LLP
