INTERNATIONAL FIBERCOM INC
8-K, 1998-08-10
CABLE & OTHER PAY TELEVISION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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): August 3, 1998



                          INTERNATIONAL FIBERCOM, INC.

             (Exact name of registrant as specified in its charter)


                                     Arizona
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)


            1-9690                                 86-0271282
   ------------------------            ------------------------------------
   (Commission File Number)            (IRS Employer Identification Number)



        3615 South 28th Street, Phoenix, Arizona             85040
        ----------------------------------------          ----------
        (Address of principal executive offices)          (Zip Code)


       Registrant's telephone number, including area code: (602) 941-1900



                                 Not Applicable

          (Former name or former address, if changed since last report)
                                       -1-
<PAGE>
Item 4.  Changes in the Registrant's Certifying Accountant

         As of August 3,  1998,  the  independent  accountant  of  International
FiberCom,  Inc. (the "Company"),  Semple & Cooper,  L.L.P.  ("Semple & Cooper"),
resigned  and referred the Company to BDO  Seidman,  LLP ("BDO  Seidman"),  1900
Avenue of the Stars,  11th Floor,  Los  Angeles,  CA,  90067,  an  international
accounting firm with multiple U.S. locations. Semple & Cooper is a member of the
BDO  Seidman  Alliance.  Semple & Cooper's  reports on the  Company's  financial
statements  for the years ended December 31, 1996 and December 31, 1997, did not
contain an adverse  opinion or a disclaimer of opinion and were not qualified or
modified  as  to  uncertainty,   audit  scope,  or  principles.  There  were  no
disagreements  with Semple & Cooper on any matter of  accounting  principles  or
practices,  financial  statement  disclosure,  or  auditing  scope or  procedure
through  Semple & Cooper's  issuance of their  report in  connection  with their
audit of the  Company's  financial  statements  for the year ended  December 31,
1997.

         The Board of  Directors,  acting upon the  recommendation  of its Audit
Committee,  selected  BDO Seidman,  as  independent  accountants  to examine the
financial  statements  of the Company and its  subsidiaries  for the fiscal year
ending December 31, 1998, and to perform other appropriate  accounting services.
A resolution was presented to the Annual Meeting of  shareholders to ratify this
selection and such selection was approved.  BDO Seidman officially  accepted the
position of independent accountant to the Company as of August 3, 1998.

Item 7.  Financial Statements and Exhibits

         (a)      Exhibits.

         The letter  from  Semple & Cooper  regarding  the change in  certifying
accountant of the Company is filed herewith.
                                       -2-
<PAGE>
                                   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.


                                   INTERNATIONAL FIBERCOM, INC.




                                   /s/ Joseph P. Kealy
                                   -------------------
                                       Joseph P. Kealy
                                       President

Dated:  August 7, 1998
                                       -3-

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read and agree with the comments in Item 4 of Form 8-K of  International
Fibercom, Inc. dated on or about August 7, 1998.


Semple & Cooper, LLP
Phoenix, Arizona

August 7, 1998


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