INTRATEL GROUP LTD
8-K/A, 1998-01-07
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                  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
                                   
                                   
                                   
                            January 6, 1998
           ------------------------------------------------
           Date of Report (date of earliest event reported)
                                   
                                   
                         INTRATEL GROUP, LTD.
         -----------------------------------------------------
        (Exact Name of Registrant as Specified in its Charter)


   Delaware                     33-853963                 72-1265159     
- ---------------               ------------            -------------------
(State or Other                (Commission            (IRS Employer Iden-
Jurisdiction of               File Number)             tification Number)
Incorporation)

                                   
                      28050 U.S. HIGHWAY 19 NORTH
                       CLEARWATER, FLORIDA 34621
                ---------------------------------------
                (Address of Principal Executive Offices
                          Including Zip Code)


                             (813) 797-9000
                     -------------------------------
                     (Registrant's telephone number,
                          including area code)






Page 1 of 5.

<PAGE>

Item 1.   Changes in Control of Registrant
          --------------------------------

          N/A

Item 2.   Acquisition or Disposition of Assets
          ------------------------------------

          N/A


Item 3.   Bankruptcy or Receivership
          --------------------------

          N/A

Item 4.   Changes in Registrant's Certifying Accountants
          ----------------------------------------------

          (a) SECTION 304(a)(1):

   
               (i) In November 1997, IntraTel Group, Ltd. (the "Company")
               was notified by Coopers & Lybrand L.L.P. 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 L.L.P. 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 L.L.P. 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.

                                   -2-

<PAGE>

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
- -----------    ----      -----------

   
    24.1         5       Letter from Coopers & Lybrand L.L.P.
    









                                   -3-

<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.

                                        INTRATEL GROUP, LTD.



Dated: January 7, 1998                  By:   /s/ ROBERT E. YAW, II
                                           ------------------------------
                                            Robert E. Yaw, II
                                            Chairman of the Board









                                   -4-

COOPERS        COOPERS & LYBRAND L.L.P.        101 East Kennedy Boulevard
&LYBRAND       a professional services firm    Suite 1500                
                                               Tampa, Florida 33802-5194 
                                                telephone (813) 222-0221 
                                                facsimile (813) 229-3545 



January 6, 1998



Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have read the statements made by IntraTel Group, Ltd. (formerly
Intelicom Corporation)(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 1998.  We agree with
the statements concerning our Firm in such Form 8-K.

Very truly yours,



/s/ COOPERS & LYBRAND L.L.P.



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