SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 10 or 15(d) of the
Securities Exchange Act of 1934
APRIL 1, 1997
------------------------------------------------
Date of Report (date of earliest event reported)
INTELICOM CORPORATION
(FORMERLY THREE-L ENTERPRISES, INC.)
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-853963 72-1265159
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(State or Other (Commission (IRS Employer Iden-
Jurisdiction of File Number) tification Number)
Incorporation)
28050 U.S. HIGHWAY 19 NORTH
CLEARWATER, FLORIDA 34621
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(Address of Principal Executive Offices
Including Zip Code)
(813) 797-9000
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(Registrant's telephone number,
including area code)
Page 1 of 5.
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Item 1. Changes in Control of Registrant
--------------------------------
N/A
Item 2. Acquisition or Disposition of Assets
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N/A
Item 3. Bankruptcy or Receivership
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N/A
Item 4. Changes in Registrant's Certifying Accountants
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(a) SECTION 304(a)(1):
(i) In November 1996, Intelicom Corporation (the "Company")
dismissed the accounting firm of Schmidt + Associates, P.C.,
Denver, Colorado, who have acted as certifying accountants
for the Company for the years ending December 31, 1994 and
1995.
(ii) None of the prior certifying accountants' reports on
the Company's financial statements for the past two years
contained an adverse opinion or disclaimer of opinion, or
was modified as to uncertainty, audit scope or accounting
principle.
(iii) The change of principal accountants was approved by
the Company's Board of Directors on March 27, 1997.
(iv) For the fiscal years ended December 31, 1994 and 1995
and for the interim period up to November 30, 1996, the
Company is unaware of any disagreement with Schmidt +
Associates, P.C. on any matter of accounting principle or
practice, financial statement disclosure, or auditing scope
or procedure which would have caused said accountants to
make reference to the subject matter in connection with any
report issued by same.
(b) SECTION 304(a):
(2) Effective March 27, 1997, the Company has engaged the
accounting firm of Coopers & Lybrand, LLP, to act as
certifying accountants for the years ending December 31,
1995 and 1996.
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<PAGE>
(3) For the fiscal years ended December 31, 1994 and 1995
and for the interim period up to November 30, 1996, the
Registrant did not, prior to engaging Coopers & Lybrand,
LLP, consult with that firm as to the application of
auditing principles to a specific transaction either
completed or proposed; or the type of audit opinion that
might be rendered on the Registrant's financial statements,
that Coopers & Lybrand, LLP, concluded was an important
factor considered by the Registrant on reaching a decision
as to the accounting, auditing or financial reporting issue
or any matter that was either the subject of a disagreement
or a reportable event (as defined or described pursuant to
Section 304).
Item 5. Other Events
------------
N/A
Item 6. Resignations of Registrant's Directors
--------------------------------------
N/A
Item 7. Financial Statements and Exhibits
---------------------------------
(a) and (b) N/A
(c) Exhibits: Filed herewith pursuant to Reg. S-K Item 601
is the following exhibit.
Exhibit No. Page Description
- ----------- ---- -----------
1 5 Letter from Schmidt + Associates, P.C.*
2 6 Letter from Schmidt + Associates, P.C.
___________________
* previously filed
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<PAGE>
SIGNATURES
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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.
INTELICOM CORPORATION
Dated: April 18, 1997 By: /s/ DAVID SPEZZA
--------------------------------
David Spezza,
Chief Financial Officer
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SCHMIDT + ASSOCIATES
A Professional Corporation of Certified Public Accountants
April 18, 1997
United States Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: INTELICOM CORPORATION
SEC File No. 33-853963
Ladies and Gentlemen:
The undersigned Schmidt + Associates, P.C., previously acted as independent
accountants to audit the financial statements of Intelicom Corporation,
formerly known as Three-L Enterprises, Inc. (the "Company"). We are no
longer acting as independent accountants to the Company.
This letter will confirm that we have reviewed Item 4. of the Company's
Form 8-K/A dated April 1, 1997, captioned "CHANGES IN REGISTRANT'S
CERTIFYING ACCOUNTANTS" and that we agree with the statements made therein
as they relate to us.
We hereby consent to the filing of this letter as an exhibit to the
foregoing report on Form 8-K/A.
Dated this 18th day of April, 1997.
Sincerely,
/s/ Schmidt + Associates, P.C.
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SCHMIDT + ASSOCIATES, P.C.
7100 E. Belleview Ave., Suite 907, Greenwood Village, CO 80111 303+741-5600
Fax 303+741-3320
