<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 24, 2000
INTEGRATED COMMUNICATION NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-27967 33-0670130
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
27061 Aliso Creek Road, Suite 100, Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 349-1770
No Change
(Former name or former address, if changed since last report.)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
On February 24, 2000, Integrated Communication Networks, Inc. (the
"Company") selected Mendoza Berger Company, LLP to audit the consolidated
financial statements of the Company and its significant subsidiary,
phoneXchange, Inc., for the fiscal year ended December 31, 1999. The Company's
financial statements for the fiscal year ended December 31, 1998 and 1997 were
audited by Jack Olesk, CPA. The Company's financial statements for the six
months ended June 30, 1999, were audited by Brad Hanes, CPA. phoneXchange's
financial statements for the fiscal year ended December 31, 1998 were audited by
Brad Haynes, CPA. In both cases, the decision to change auditors was approved by
our Chief Financial Officer and the Audit Committee of the Board of Directors.
Neither Mr. Olesk's reports nor Mr. Haynes' report contained any
adverse opinion or disclaimer of opinion and neither was qualified or modified
as to uncertainty, audit scope or accounting principles. The Company believes
that there were no disagreements with either Mr. Olesk or Mr. Haynes on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of Mr.
Olesk or Mr. Haynes, respectively, would have caused him to make reference to
the subject matter of the disagreements in connection with his report.
The Company has provided each of Mr. Olesk and Mr. Haynes with a copy
of the disclosures it is making in response to Item 304(a) of Regulation S-K,
and has requested that they furnish the Company with a letter addressed to the
Commission stating whether they agree with the statements made by the Company.
Such letters are attached hereto as Exhibit 16. In addition, the Company has
authorized Mr. Olesk and Mr. Haynes to respond fully to the inquiries of Mendoza
Berger Company, LLP concerning the subject matter described in the foregoing
paragraphs.
During the two most recent fiscal years, and any subsequent interim
period prior to February 24, 2000, the Company (or anyone on the Company's
behalf) did not consult with Mendoza Berger Company, LLP in connection with any
of the matters listed in Regulation S-K Item 304(a)(2).
Item 7. Exhibits
Exhibit No. Description
16 Letters to Mr. Olesk and Mr. Haynes re: change in certifying
accountant
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.
INTEGRATED COMMUNICATION NETWORKS, INC.
Date: March 1, 2000 /S/ Gary L. Killoran
---------------------------------------
Gary L. Killoran
Secretary, Treasurer, Chief Financial
Officer and Director
Exhibit 16
Jack Olesk, CPA
270 North Canon Drive
Suite 203
Beverly Hills, Ca. 90210
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20559
Re: Integrated Communication Networks, Inc.
Ladies and Gentlemen:
I was previously principal accountant for Integrated Communication
Networks, Inc. for the fiscal years ended December 31, 1997 and 1998. On June
10, 1999, my appointment as principal accountant was terminated. I have read
Integrated Communication Networks, Inc.'s statements included under Item 4 of
its Form 8-K dated February 24, 2000 and I agree with such statements, except
that I am not in a position to agree or disagree with their statement that they
did not consult with Mendoza Berger Company, LLP in connection with any of the
matters listed in Regulation S-K Item 304(a)(2).
Very truly yours,
/S/ Jack Olesk, CPA
March 1, 2000
<PAGE>
Brad Haynes, CPA
10877 Wilshire Blvd.
Suite 603
Los Angeles, CA 90024
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20559
Re: Integrated Communication Networks, Inc.
Ladies and Gentlemen:
I was previously principal accountant for Integrated Communication
Networks, Inc. for the six months ended June 30, 1999. In addition, I was
previously principal accountant for phoneXchange, Inc. for the fiscal year ended
December 31, 1998. On February 24, 2000, my appointment as principal accountant
was terminated. I have read Integrated Communication Networks, Inc.'s statements
included under Item 4 of its Form 8-K dated February 24, 2000 and I agree with
such statements, except that I am not in a position to agree or disagree with
their statement that they did not consult with Mendoza Berger Company, LLP in
connection with any of the matters listed in Regulation S-K Item 304(a)(2).
Very truly yours,
/S/ Brad Haynes, CPA
March 1, 2000
