SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 10 or 15(d) of the
Securities Exchange Act of 1934
JANUARY 6, 1998
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Date of Report (date of earliest event reported)
INTRATEL GROUP, LTD.
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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 4.
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Item 1. Changes in Control of Registrant
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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 1997, IntraTel Group, Ltd. (the "Company")
was notified by Coopers & Lybrand, LLP that it was resigning
as the Company's auditors for the fiscal year ended December
31, 1997.
(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 resignation of Coopers & Lybrand, LLP was accepted
by the Company's Board of Directors in November 1997.
(iv) For the fiscal year ended December 31, 1996 and for the
interim period up to November 21, 1997, the Company is
unaware of any disagreement with Coopers & Lybrand, LLP 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) As of the date of this Report, the Company has not
engaged an accounting firm to act as its certifying
accountants for the year ended December 31, 1997.
Item 5. Other Events
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N/A
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Item 6. Resignations of Registrant's Directors
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N/A
Item 7. Financial Statements and Exhibits
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(a) and (b) N/A
(c) Exhibits: Filed herewith pursuant to Reg. S-K Item 601
is the following exhibit.
Exhibit No. Page Description
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24.1 5 Letter from Coopers and Lybrand, LLP*
* To be filed by Amendment.
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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.
INTRATEL GROUP, LTD.
Dated: January 6, 1998 By: /s/ ROBERT E. YAW, II
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Robert E. Yaw, II
Chairman of the Board
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