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
February 26, 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
Jurisdiction of File Number) Identification 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 3.
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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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As previously reported on Form 8-K dated January 6, 1998,
the Registrant's former auditors resigned. On February 16, 1998,
the Registrant engaged the firm of BDO Seidman, LLP as its
principal accountant to audit its financial statements for the
fiscal year ended December 31, 1997. During the Registrant's two
most recent fiscal years, neither the Registrant or anyone acting
on its behalf consulted BDO Seidman regarding either: (i) the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that
might be rendered on the Registrant's financial statements, and
either a written report was provided to the Registrant or oral
advice was provided that BDO Seidman concluded was an important
factor considered by the Registrant in reaching a decision as to
the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement (as
defined in paragraph 304(a)(1)(iv) of Regulation SK of the
Securities Act of 1933) or a reportable event.
Item 5. Material Events
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On January 23, 1998, Katheryn E. Dietze was appointed to the
Registrant's Board of Directors and on February 18, 1998, Murray
L. Swanson was appointed a Director and acting Chairman and
President. Directors hold office until the next annual meeting
of shareholders or until his or her successor is elected and
qualify.
Item 6. Resignations of Registrant's Directors
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On February 16, 1998, Mr. Robert E. Yaw, II resigned as an
Officer and Director of the Registrant. On February 25, 1998,
the Registrant entered into an Agreement with Mr. Yaw whereby the
Registrant will pay Mr. Yaw's salary through December 31, 1997
and non-reimbursed expenses through February 1998. Mr. Yaw will
also receive a fee equal to five percent (5%) of the net proceeds
from a sale of all or part of the Registrant's interest in
Infinet Software, Inc., if such interest is sold to a purchaser
introduced by Mr. Yaw and if such
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<PAGE>
sale occurs prior to June 30, 1999. Mr. Yaw agreed to the return
of 250,000 shares of the Registrant's Common Stock.
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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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: February 26, 1998 By: /s/ WILLIAM F. WOLFF III
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William F. Wolff III
Director
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