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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1999
ICON SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Nevada 0-21899 87-0565018
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
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4835 North O'Connor, Suite 134-136
Irving, Texas 75062
(Address of Principal Executive Offices, including Zip Code)
817-267-1866
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountant.
Jones Jensen & Company, LLC ("Jones Jensen") was the independent accountant
of Icon Systems, Inc., a Nevada corporation (the "Registrant"), in connection
with the preparation of the Registrant's financial statements for the fiscal
years ended June 30, 1997 and June 30, 1998. Effective October 3, 1999, the
Registrant dismissed Jones Jensen as its independent accountant in furtherance
of the Registrant's desire to retain an internationally recognized accounting
firm (see Item 4(b) below) in connection with the Registrant's ongoing reporting
obligations under the U.S. Securities Exchange Act of 1934, as amended (the
"1934 Act"). Jones Jensen will continue to be the independent accountant of
record for the fiscal years ended June 30, 1997 and June 30, 1998.
The reports of Jones Jensen on the financial statements for the fiscal
years ended June 30, 1997 and June 30, 1998 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle, except that Jones Jensen qualified its
opinion as of and for the years ended June 30, 1997 and June 30, 1998, by
including a going concern modification. Jones Jensen qualified its opinion
because at that time the Registrant was a development stage company with no
significant operating results.
The Board of Directors has approved the decision to dismiss Jones Jensen in
order to retain an internationally recognized accounting firm as the
Registrant's independent accountant.
In connection with the audits for such fiscal years and through the date
hereof, there have been no disagreements with Jones Jensen 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
Jones Jensen would have caused such firm to make reference thereto in their
report on the financial statements for such years.
The Registrant has requested that Jones Jensen furnish it with a letter
addressed to the U.S. Securities and Exchange Commission (the "SEC") whether or
not it agrees with the above statements. A copy of such letter, dated March 27,
2000, is filed as Exhibit 16 to this Form 8-K.
(b) New Independent Accountant.
As of October 4, 1999, the Board of Directors of the Registrant engaged
Deloitte & Touche as its new independent accountant. Deloitte & Touche will
audit the Registrant's financial statements for the fiscal years ended June 30,
1999 and December 31, 1999, as the Registrant moves to a December 31 year end.
In retaining Deloitte & Touche, the Registrant is seeking their advice
on accounting principles generally accepted in the United States, as applicable
to the audited
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financial statements for the year ended June 30, 1999. The Registrant's decision
to retain Deloitte & Touche was solely in furtherance of its desire to consult
with an internationally recognized accounting firm, in contrast to Jones Jensen,
a local United States accounting firm, and not with respect to their application
of accounting principles to a specific completed or contemplated transaction or
type of audit opinion that might be rendered. Jones Jensen was only consulted as
to its views on U.S. generally accounting principles with respect to the
Company's financial statements for the years ended June 30, 1997 and June 30,
1998.
The following exhibit is filed herewith:
Exhibit No. Description
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16 Letter from Jones Jensen & Company, LLC, Chartered
Accountants pursuant to Item 304(a) of Regulation S-K of the
Securities and Exchange Commission, regarding change in
certifying accountants
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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 hereunto duly authorized.
ICON SYSTEMS, INC.
(Registrant)
Date: April 6, 2000 By: /s/ Andy Parise
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Andy Parise
Secretary, Treasurer and
Chief Financial Officer
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EXHIBIT 16
[LETTERHEAD OF JONES, JENSEN & COMPANY, LLC]
March 27, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: Icon Systems, Inc., a Nevada corporation
Commission File No. 0-21899
Ladies and Gentlemen:
We were previously the independent accountants for the Company and on
July 17, 1998 we reported on the financial statements of the Company for the
fiscal years ended June 30, 1998 and 1997. We were dismissed as the independent
accountants of Icon Systems, Inc. on October 3, 1999.
We have read the Company's statements included under Item 4a of its
current Report on Form 8-K dated October 3, 1999 and have no disagreements with
the disclosure made therein.
Very truly yours,
/s/ JONES, JENSEN & COMPANY
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Jones, Jensen & Company
