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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) January 7, 1999
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Incomnet, Inc.
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(Exact Name of Registrant as Specified in its Charter)
California 0-12386 95-2871296
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20501 Ventura Boulevard, Suite 265, Woodland Hills, CA 91364
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (818) 887-3400
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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant.
On January 7, 1999, Incomnet, Inc. (the "Company") appointed the accounting
firm of Ernst & Young LLP ("Ernst & Young") as independent accountants to
audit its consolidated financial statements for the fiscal year ended
December 31, 1998. On that date, the Company also dismissed Stonefield
Josephson, Inc. ("Stonefield"), the accounting firm that previously audited
the Company's financial statements. The decision to change accountants was
approved by the Company's Board of Directors.
Stonefield's reports on the Company's financial statements for the past two
fiscal years ended December 31, 1997 contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles, other than on March 12, 1998, Stonefield reported that
the Company's losses and liabilities in excess of assets as of December 31, 1997
gave rise to substantial doubt about the Company's ability to continue as a
going concern.
There were no disagreements between the Company and Stonefield on any matter
of accounting principles or practices, financial statement disclosure,
auditing scope or procedure. Within the Company's two most recent fiscal
years and any subsequent interim period preceding its dismissal, Stonefield
did NOT advise the Company that: (i) the Company should change its internal
controls; (ii) Stonefield could no longer rely on management's
representations; (iii) Stonefield was unwilling to be associated with the
financial statements prepared by the Company's management; (iv) the Company
needed to expand the scope of Stonefield's audit; and (v) information had
come to Stonefield's attention that may materially impact fairness or
reliability of a previously issued audit report or underlying financial
statements.
Prior to its engagement as the Company's independent accountants, Ernst &
Young had audited the financial statements of Rapid Cast, Inc. (now named
Optical Dynamics Corporation), currently an 18% owned investee of the
Company, for each of the three years in the period ended December 31, 1997,
and of National Telephone & Communications, Inc. (now named Incomnet
Communications Corporation and referred to elsewhere in this Current Report
on Form 8-K as "ICC"), the Company's principal operating subsidiary, for the
year ended December 31, 1996. Stonefield, in connection with its audit of the
consolidated financial statements of the Company, also audited the financial
statements of ICC for the year ended December 31, 1996 and Stonefield's
report relating to its audit of the Company's consolidated financial
statements for such year was included in the Company's Annual Report on Form
10-K for the year ended December 31, 1996, without reference to, or reliance
on, the audit of ICC's financial statements undertaken by Ernst & Young.
Except for the reports delivered by Ernst & Young in connection with the
audits of the financial statements of Rapid Cast, Inc. and ICC described in
the preceding paragraph, during the Company's two most recent fiscal years
and any subsequent interim period prior to engaging Ernst & Young as the
Company's independent accountants, (i) no written report was provided by Ernst
& Young to the Company and (ii) the Company has NOT consulted with Ernst &
Young in any matter that was considered an important factor to the Company in
reaching its decision as to the accounting, auditing or financial reporting
issue regarding either (A) the application of accounting principles to a
specified transaction, either completed or proposed, or (B) the type of audit
opinion that might be rendered on the Company's consolidated financial
statements.
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Stonefield has provided the Company with a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the statements
concerning it set forth in this Current Report on Form 8-K, a copy of which
is attached as an exhibit to this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
Exhibit 16.1 Letter from Stonefield Josephson, Inc. regarding change of
certifying accountants.
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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.
INCOMNET, INC.
Dated January 11, 1999 /s/ DENIS RICHARD
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Denis Richard
President and Chief Executive Officer
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EXHIBIT 16.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
We have read the statements made by Incomnet, Inc. (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report for the month of January, 1999. We
agree with the statements concerning our Firm in such Form 8-K.
/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS
Santa Monica, California
January 11, 1999
