SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the fiscal year ended   June 29, 2001
                          -----------------------------------

                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                       to
                               ---------------------    ---------------------

Commission file number   000-12854
                       ------------

                             Intercom Systems, Inc.
        ----------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

           Delaware                                     11-2599441
--------------------------------                    ------------------------
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

111 Village Parkway, Building #2, Marietta, Georgia       30067
---------------------------------------------------    ------------
(Address of Principal Executive Offices)                (Zip Code)

Issuer's Telephone Number, Including Area Code:   (770) 951-0984
                                                 ----------------

Securities registered under Section 12(b) of the Exchange Act:

  Title of Each Class                Name of Each Exchange on Which Registered
  None                               None

Securities registered under Section 12(g) of the Exchange Act:

 Title of Class
 Common Stock, par value $0.0005 per share

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes         No  X
   -----      ----

          Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         State issuer's revenues for its most recent fiscal year:   $6,004.00

         The aggregate market value of the common stock held by non-affiliates
of the issuer is not available because there is no trading market for issuer's
Common Stock.

         At October 9, 2001, 8,008,229 shares of issuer's Common Stock were
outstanding.

         Transitional Small Business Disclosure Format (check one) Yes    No X
                                                                      ----  ---

         Documents incorporated by reference:   None


<Page>



                             INTERCOM SYSTEMS, INC.

                         2001 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS

SECTION                                                                PAGE NO.
-------                                                                -------

PART I   ...................................................................3
         ITEM 1.    DESCRIPTION OF BUSINESS.................................3
         ITEM 2.    DESCRIPTION OF PROPERTIES...............................6
         ITEM 3.    LEGAL PROCEEDINGS.......................................6
         ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....6

PART II  ...................................................................6
         ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                    MATTERS.................................................6
         ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS.....................7
         ITEM 7.    FINANCIAL STATEMENTS....................................9
         ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                    ACCOUNTING AND FINANCIAL DISCLOSURE.....................9

PART III ..................................................................10
         ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.....10
         ITEM 10.   EXECUTIVE COMPENSATION.................................11
         ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                    AND MANAGEMENT.........................................11
         ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........13
         ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K.......................13













                                        2

<Page>



                                     PART I

ITEM 1.                    DESCRIPTION OF BUSINESS.

Introduction

         Intercom Systems, Inc. was incorporated in Delaware in 1982. Until
October 1989, we were engaged in the design, manufacture, marketing and sale of
microprocessor-based systems designed to access and test telecommunications
lines. To a lesser extent, we were also engaged in the sale of engineering
services to an affiliated company, TII Industries, Inc.

         In October 1989, we sold all of the assets relating to our business
operations to a third party. We have had no active business operations since the
date of that sale.

         On June 27, 2000, new investors, including our current management,
purchased an aggregate of 5,484,999 shares from TII Industries, Inc. and TII
International, Inc., who were, until then, our two largest stockholders. The
shares purchased by the new investors represented approximately 69 percent of
our then issued and outstanding common stock.

         As of June 29, 2001, the Company had $86,513 in cash and cash
equivalents, no other assets and $10,544 of current liabilities.

Current Business Plan

         Our current business plan is primarily to serve as a vehicle for the
acquisition of a target business that we believe will have significant growth
potential. We intend to use our available cash, capital stock, debt or a
combination of these to effect a business combination. We have become current
with our filings under the Securities Exchange Act of 1934 and we intend to
become listed on the OTC Bulletin Board. A business combination may involve the
acquisition of, or merger with, a financially stable, mature company that
desires to establish a public trading market for its securities while avoiding
what it may deem to be adverse consequences of undertaking a public offering
itself, such as time delays, significant expense, loss of voting control and
other burdens, including significant professional fees, related to compliance
with various federal and state securities laws. In the alternative, a business
combination may involve a company that may be financially unstable or in its
early stages of development or growth.

         We recognize that as a result of our limited financial, managerial and
other resources, the number of suitable target businesses that may be available
to us will be extremely limited. In seeking to attain our business objective, we
will not restrict our search to any particular industry. Rather, we may
investigate businesses of essentially any kind or nature and participate in any
type of business that may, in our management's opinion, meet our business
objectives as described in this report. We emphasize that the description in
this report of our business objectives is extremely general and is not meant to
restrict the discretion of our management to search for and enter into potential
business opportunities.

         We have not chosen the particular business in which we will engage and
have not conducted any market studies with respect to any business or industry.
Accordingly, there is no basis for you to evaluate the possible merits or risks
of the target business or the particular industry in which we may ultimately
operate. To the extent we enter into a business combination with a financially
unstable company or an entity in its early stage of development or growth,
including entities without established records of sales or earnings, we will
become subject to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies. In
addition, to the extent that we effect a business combination with an entity in
an industry characterized by a high level of risk, we will become subject to the
currently unascertainable risks of that industry. An extremely high level of
risk frequently characterizes certain industries that experience rapid growth.
In addition, although we will endeavor to evaluate the risks inherent in a
particular industry or target business, we cannot assure you that we will
properly ascertain or assess all significant risk factors.


                                        3

<Page>



Sources of Target Businesses

         We anticipate that target business candidates will be brought to our
attention from various unaffiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers and other
members of the financial community, who may present solicited or unsolicited
proposals. Our officers and directors and their affiliates may also bring to our
attention target business candidates. While we do not presently anticipate
engaging the services of professional firms that specialize in business
acquisitions on any formal basis, we may engage such firms in the future, in
which event we may pay a finder's fee or other compensation. These fees are
customarily between 1% and 5% of the size of the overall transaction, based upon
a sliding scale of the amount involved.

Selection of a Target Business and Structuring of a Business Combination

         Our management will have significant flexibility in identifying and
selecting a prospective target business. In evaluating a prospective target
business, our management will consider, among other factors, the following:

         o        the financial condition and results of operation of the
                  target;

         o        the growth potential of the target and that of the industry in
                  which the target operates;

         o        the experience and skill of the target's management and
                  availability of additional personnel;

         o        the capital requirements of the target;

         o        the competitive position of the target;

         o        the stage of development that the target's products, processes
                  or services are at;

         o        the degree of current or potential market acceptance of the
                  target's products, processes or services;

         o        proprietary features and the degree of intellectual property
                  or other protection of the target's products, processes or
                  services;

         o        the regulatory environment of the industry in which the target
                  operates;

         o        the prospective equity interest in, and opportunity for
                  control of, the target; and

         o        the costs associated with effecting the business combination.

         These criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular business combination will be based, to
the extent relevant, on the above factors as well as other considerations deemed
relevant by our management in connection with effecting a business combination
consistent with our business objective. In connection with our evaluation of a
prospective target business, we anticipate that we will conduct an extensive due
diligence review that will encompass, among other things, meetings with
incumbent management and inspection of facilities, as well as a review of
financial or other information that will be made available to us.

         We will endeavor to structure a business combination so as to achieve
the most favorable tax treatment to us, the target business and both companies'
stockholders. We cannot assure you, however, that the Internal Revenue Service
or appropriate state tax authority will agree with our tax treatment of the
business combination.



                                        4

<Page>



         Until we are presented with a specific opportunity for a business
combination, we are unable to ascertain with any degree of certainty the time
and costs required to select and evaluate a target business and to structure and
complete the business combination. We do not have any full time employee who
will be devoting 100% of his or her time to our affairs. Any costs incurred in
connection with the identification and evaluation of a prospective target
business with which a business combination is not ultimately completed will
result in a loss to us and reduce the amount of capital otherwise available to
complete a business combination.

Limited Ability to Evaluate the Target Business' Management

         Although we intend to carefully scrutinize the management of a
prospective target business before effecting a business combination, we cannot
assure you that our assessment of the target's management will prove to be
correct, especially in light of the possible inexperience of our officers and
directors in evaluating certain types of businesses. In addition, we cannot
assure you that the target's future management will have the necessary skills,
qualifications or abilities to manage a public company intending to embark on a
program of business development. Furthermore, the future role of our officers
and directors, if any, in the target business cannot presently be stated with
any certainty. While it is possible that one or more of our officers and
directors will remain associated in some capacity with us following a business
combination, it is unlikely that any of them will devote their full efforts to
our affairs after a business combination. Moreover, we cannot assure you that
our officers and directors will have significant experience or knowledge
relating to the operations of the particular target business.

         We may seek to recruit additional managers to supplement the incumbent
management of the target business. We cannot assure you, however, that we will
be able to recruit additional managers who have the requisite skills, knowledge
or experience necessary to enhance the incumbent management.

Investment Company Act

         We may participate in a business or opportunity by purchasing, trading
or selling the securities of a business. We do not intend to engage primarily in
these activities and we are not registered as an "investment company" under the
Investment Company Act of 1940. We do not believe that registration under the
act is required based upon our proposed activities. We intend to conduct our
activities so as to avoid being classified as an "investment company" and to
avoid application of the costly and restrictive registration and other
provisions of the Investment Company Act and its regulations.

         The Investment Company Act may, however, also be deemed to be
applicable to a company that does not intend to be characterized as an
"investment company" but that, nevertheless, engages in activities that may be
deemed to be within the definitional scope of certain provisions of the
Investment Company Act. While we do not believe that our anticipated principal
activities will subject us to regulation under the Investment Company Act, we
cannot assure you that we will not be deemed to be an "investment company,"
especially during the period prior to a business combination. In the event we
are deemed to be an "investment company," we may become subject to certain
restrictions relating to our activities, including:

         o        restrictions on the nature of our investments; and

         o        the issuance of securities,

and have imposed upon us certain requirements, including:

         o        registration as an investment company;

         o        adoption of a specific form of corporate structure; and

         o        compliance with certain burdensome reporting, recordkeeping,
                  voting, proxy and disclosure requirements and other rules and
                  regulations.


                                        5

<Page>



         In the event we are characterized as an "investment company," we would
be required to comply with these additional regulatory burdens, which would
require additional expense.

Competition

         We expect to encounter intense competition from other entities having a
business objective similar to ours. Many of these entities, including financial
consulting companies and venture capital firms, have longer operating histories
and have extensive experience in identifying and effecting business
combinations, directly or through affiliates. Many of these competitors possess
significantly greater financial, technical and other resources than we do. We
cannot assure you that we will be able to effectively compete with these
entities. In the event we are unable to compete effectively with these entities,
we may be forced to evaluate less attractive prospects for a business
combination. If we are forced to evaluate these less attractive prospects, we
cannot assure you that our stated business objectives will be met.

         If we are able to effect a business combination, we will, in all
likelihood, become subject to competition from competitors of the acquired
business. In particular, industries which experience rapid growth frequently
attract larger numbers of competitors, including competitors with greater
financial, marketing, technical and other resources than we have. We cannot
ascertain the level of competition we will face if we do effect a business
combination and we cannot assure you that we will be able to compete
successfully with these competitors.

Employees

         Our only employees at the present time consist of our officers who will
devote as much time to our business as our board of directors determines is
necessary. R.D. Garwood, Inc. provides us with the use of an administrative
assistant, who performs secretarial and bookkeeping services. (See Item 2.
Description of Properties.)


ITEM 2.  DESCRIPTION OF PROPERTIES.

         Our principal executive offices are located at 111 Village Parkway,
Building #2, Marietta, Georgia. Our office space, fixtures, furniture and
equipment, as well as our administrative assistant, is provided to us by R.D.
Garwood, Inc. at a cost of $500 per month, on a month-to-month basis. Robert H.
Donehew, our treasurer and director, is also chief financial officer of R.D.
Garwood, Inc. We believe that our present business property is adequate and
suitable to meet our needs until we consummate a business combination.


ITEM 3.  LEGAL PROCEEDINGS.

         None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

         There is presently no trading market for our common stock. Of the
8,008,229 shares of common stock outstanding, 2,523,230 can be sold by the
holders thereof without registration or other restriction pursuant to


                                        6

<Page>



Section 4(1) under the Securities Act of 1933, as amended, as they have been
outstanding and held by persons who are not affiliated with us since our initial
public offering in 1983. The remaining 5,484,999 shares of common stock can be
sold by the holders thereof pursuant to Rule 144 under the Securities Act as
they have been outstanding and held by persons who are not affiliated with us
since June 2000.

Holders

         As of October 9, 2001, there were 543 holders of record of our common
stock.

Dividend Policy

         We do not intend to pay dividends prior to the consummation of a
business combination. The payment of dividends after a business combination will
be contingent upon our revenues and earnings, if any, our capital requirements
and our general financial condition. The payment of any dividends after a
business combination will be within the discretion of our board of directors. We
presently intend to retain all earnings, if any, for use in our business
operations and, accordingly, we do not anticipate declaring any dividends in the
foreseeable future.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

Forward-Looking Statements

         When used in this Report, words or phrases such as "will likely
result," "management expects," "we expect," "will continue," "is anticipated,"
"estimated" or similar expressions are intended to identify "forward- looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. You are cautioned not to place undue reliance on any such
forward-looking statements, each of which speak only as of the date made. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. We have no obligation to publicly release the result
of any revisions which may be made to any forward-looking statements to reflect
anticipated or unanticipated events or circumstances occurring after the date of
such statements. Forward-looking statements involve a number of risks and
uncertainties including, but not limited to, general economic conditions, our
ability to find a suitable company to effect a business combination with,
competitive factors and other risk factors as set forth in Exhibit 99.1
incorporated by reference into this Report.

         The following discussion should be read in conjunction with the
financial statements and related notes included in this Report.


Plan of Operation

         We ceased commercial operations as of October 31, 1989. Since the
quarter ended December 29, 1989, there have been no sales. In October 1989, we
sold our only operating assets. We have not engaged in any material business
activities since.

         The Company is current with its reporting obligations under the
Securities Exchange Act of 1934 and intends to become listed on the OTC Bulletin
Board, although there are no assurances we will be successful (see Note 8 to the
Financial Statements).






                                        7

<Page>



Fiscal Year

         The Company's fiscal year ends on the last Friday in June, which
results in a fiscal year that is either 52 or 53 weeks long. The accompanying
statements of operations, stockholders' equity and cash flows are for the fiscal
years ended June 29, 2001, which consisted of 52 weeks, and June 30, 2000, which
consisted of 53 weeks.

Financial Condition

         At June 29, 2001, we had total current assets of $86,513, as compared
to total current assets of $169,923 at June 30, 2000. We had total current
liabilities of $10,544 at June 29, 2001, as compared to total current
liabilities of $38,502 at June 30, 2000. At June 29, 2001, our net worth was
$75,969, as compared to a net worth of $131,420 at June 30, 2000. The decrease
in net worth was the result of the net loss of $55,452 for fiscal 2001.


Liquidity and Capital Resources

         The only asset we possess is cash and cash equivalents in the amount of
approximately $86,513 as of June 29, 2001, of which $83,799 was held in a money
market fund, bearing interest at 3.41%. This money market fund invests
exclusively in short-term obligations of the U.S. Treasury and repurchase
agreements fully collateralized by obligations of the U.S. Treasury.

         Over the next 12 months, we plan to continue to utilize these funds to
maintain our corporate status and to attempt to seek out a suitable business
combination. We have not chosen the particular business in which we will engage
and have not conducted any market studies with respect to any business or
industry. As a result of our limited assets and the potential for other
presently unforeseen obstacles, we cannot assure you that we will be successful
in this effort. We anticipate that our cash reserves will last us approximately
two years. We do not have any present commitment that is likely to result in our
liquidity increasing or decreasing in any material way, other than the expenses
we expect to incur in continuing to file reports with the Securities and
Exchange Commission to remain current, for listing our common stock on the OTC
Bulletin Board and for seeking a business combination. We know of no trend,
additional demand, event or uncertainty that will result in, or that is
reasonably likely to result in, any material increase or decrease in our
liquidity.

         We have no material commitments for capital expenditures. We know of no
material trends, favorable or unfavorable, in our capital resources. We have no
outstanding credit lines or credit commitments in place and have no current need
for financial credit.


Results of Operations

         We have not had any material operations since 1989. We only had
interest revenues of $6,004 and $7,032 for the fiscal years ended June 29, 2001
and June 30, 2000, respectively.

         General, administrative and other expenses, including accounting,
legal, corporate transfer agent, management and administrative fees, franchise
taxes and bank service charges, were $61,456 for the fiscal year ended June 29,
2001, as compared to $29,080 for the fiscal year ended June 30, 2000. The
increase in general, administrative and other expenses was due primarily to an
increase in accounting fees of approximately $15,650, legal fees of $7,650,
management fees of $6,000 and stockholder relations expenses of $2,700 for the
fiscal year ended June 29, 2001 as compared to the fiscal year ended June 30,
2000.




                                        8

<Page>



ITEM 7.  FINANCIAL STATEMENTS.

         Index to Financial Statements:                                    Page
                                                                           ----

         Independent Auditors' Report of Bederson & Company LLP............F-1

         Balance Sheet as of June 29, 2001.................................F-2

         Statements of Operations for the fiscal years ended
                  June 29, 2001 and June 30, 2000..........................F-3

         Statements of Stockholders' Equity for the fiscal years ended
                  June 29, 2001 and June 30, 2000..........................F-4

         Statements of Cash Flows for the fiscal years ended
                  June 29, 2001 and June 30, 2000..........................F-5

         Notes to Financial Statements.............................F-6 to F-10


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         None.




                                        9

<Page>


                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders
Intercom Systems, Inc.


We have audited the accompanying balance sheet of Intercom Systems, Inc., as of
June 29, 2001 and the related statements of operations, stockholders' equity and
cash flows for the fiscal years ended June 29, 2001 and June 30, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Intercom Systems, Inc. as of
June 29, 2001 and the results of its operations and cash flows for the fiscal
years ended June 29, 2001 and June 30, 2000 in conformity with accounting
principles generally accepted in the United States of America.


                                           /s/ Bederson & Company LLP

                                           BEDERSON & COMPANY LLP





West Orange, New Jersey
September 21, 2001








                                      (F-1)


<Page>


                             INTERCOM SYSTEMS, INC.
                                  BALANCE SHEET
                                  JUNE 29, 2001


<Table>
                                     ASSETS
<S>                                                               <C>
CURRENT ASSETS:
  Cash and cash equivalents                                        $    86,513
                                                                   ===========





                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                            $    10,544
                                                                   -----------


STOCKHOLDERS' EQUITY:
  Preferred stock - $100 par value per share,
    100,000 shares authorized, none outstanding                          -
  Common stock - $.0005 par value per share,
    200,000,000 shares authorized,
    8,008,229 shares issued and outstanding                              4,000
  Additional capital in excess of par value                          5,200,000
  Accumulated deficit                                               (5,128,031)
                                                                  ------------

  TOTAL STOCKHOLDERS' EQUITY                                            75,969
                                                                  ------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $     86,513
                                                                  ============
</Table>










                          The accompanying notes are an
                  integral part of these financial statements.

                                      (F-2)


<Page>


                             INTERCOM SYSTEMS, INC.
                            STATEMENTS OF OPERATIONS
               FISCAL YEARS ENDED JUNE 29, 2001 AND JUNE 30, 2000


<Table>

                                                                 2001             2000
                                                             ------------     ------------
<S>                                                         <C>              <C>
REVENUES:
  Interest                                                  $      6,004      $     7,032
                                                            ------------      -----------


EXPENSES:
  Professional fees                                               45,776           22,482
  Management and administrative fees                               6,000             -
  Corporate transfer agent fees and bank charges                   5,929            3,198
  Franchise taxes                                                  3,751            3,400
                                                           -------------      -----------

  TOTAL EXPENSES                                                  61,456           29,080
                                                            ------------      -----------

NET LOSS                                                    $    (55,452)     $   (22,048)
                                                            ============      ===========

BASIC AND DILUTED NET LOSS PER SHARE                        $     -           $      -
                                                            ============      ===========

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                                           8,008,229        8,008,229
                                                            ============      ===========
</Table>












                          The accompanying notes are an
                  integral part of these financial statements.

                                      (F-3)


<Page>


                             INTERCOM SYSTEMS, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
               FISCAL YEARS ENDED JUNE 29, 2001 AND JUNE 30, 2000



<Table>
                                                                        Additional
                                      Common Stock                      Capital in                             Total
                            --------------------------------            Excess of        Accumulated        Stockholders'
                               Shares           Par Value               Par Value          Deficit            Equity
                            ------------        ---------             -------------     ------------       -------------
<S>                          <C>                  <C>                   <C>               <C>                 <C>
BALANCE - June 25, 1999      8,008,229            $ 4,000               $5,200,000        $(5,050,531)        $153,469

  Net loss                      -                    -                      -                 (22,048)         (22,048)
                            ----------            -------               ----------         ----------        ---------

BALANCE - June 30, 2000      8,008,229              4,000                5,200,000         (5,072,579)         131,421

  Net loss                      -                    -                      -                 (55,452)         (55,452)
                            ----------            -------               ----------         ----------        ---------

BALANCE - June 29, 2001      8,008,229           $  4,000               $5,200,000        $(5,128,031)        $ 75,969
                             =========           ========               ==========        ===========         ========
</Table>






                          The accompanying notes are an
                  integral part of these financial statements.

                                      (F-4)


<Page>





                             INTERCOM SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS
               FISCAL YEARS ENDED JUNE 29, 2001 AND JUNE 30, 2000









<Table>
                                                  2001             2000
                                               -----------     ------------
<S>                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                      $ (55,452)      $ (22,048)
  Adjustments to reconcile net loss to
  net cash from operating activities:
    Increase (decrease) in:
      Accounts payable and accrued expenses       (27,958)         23,502
                                                ---------       ---------

  NET CASH PROVIDED BY (USED BY)
    OPERATING ACTIVITIES                          (83,410)          1,454
                                                ---------      ----------

NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS                       (83,410)          1,454

CASH AND CASH EQUIVALENTS - beginning             169,923         168,469
                                                 --------       ---------

CASH AND CASH EQUIVALENTS - ending               $ 86,513        $169,923
                                                 ========        ========
</Table>
















                          The accompanying notes are an
                  integral part of these financial statements.

                                      (F-5)


<Page>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         JUNE 29, 2001 AND JUNE 30, 2000





NOTE 1 - CORPORATE OPERATIONS

         Intercom Systems, Inc. was incorporated in Delaware in 1982. Until
         October 1989, the Company was engaged in the design, manufacture,
         marketing and sale of microprocessor-based systems designed to access
         and test telecommunications lines. To a lesser extent, the Company was
         also engaged in the sale of engineering services to an affiliated
         company, TII Industries, Inc.

         In October 1989, the Company sold all of the assets relating to its
         business operations to a third party. The Company has had no active
         business operations since the date of that sale.

         On June 27, 2000, new investors, including the Company's current
         management, purchased an aggregate of 5,484,999 shares from TII
         Industries, Inc. and TII International, Inc., who were the Company's
         two largest stockholders. The shares purchased by the new investors
         represented approximately 69 percent of the Company's then issued and
         outstanding common stock. The sale of these shares resulted in a change
         in control and management of the Company.

         The Company's current business plan is primarily to serve as a vehicle
         for the acquisition of a target business that the Company believes will
         have significant growth potential. The Company intends to use the
         Company's available cash, capital stock, debt or a combination of these
         to effect a business combination. The Company is current with its
         reporting obligations under the Securities Exchange Act of 1934 and
         intends to become listed on the OTC Bulletin Board (see Note 8). The
         Company is authorized to conduct business in New York and Georgia.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Cash Equivalents
         The Company considers all highly liquid investments, with a maturity of
         three months or less at the time of purchase, to be cash equivalents.
         The Company's investments are held in a money-market fund that invests
         solely in short-term obligations of the U.S. Treasury and repurchase
         agreements fully collateralized by obligations of the U.S. Treasury.
         These investments are reported at their fair value based on broker
         quotes. Income related to these securities is reported as interest
         income.

         Fiscal Year
         The Company's fiscal year ends on the last Friday in June, which
         results in a fiscal year that is either 52 or 53 weeks long. The
         accompanying statements of operations, stockholders' equity and cash
         flows are for the fiscal years ended June 29, 2001, which consisted of
         52 weeks, and June 30, 2000, which consisted of 53 weeks.

         Stock-Based Compensation
         The Company accounts for employee stock options in accordance with
         Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for
         Stock Issued to Employees." Under APB 25, the Company recognizes no
         compensation expense related to employee stock options, as no options
         are granted at a price below the market price on the day of the grant.

         In 1996, FAS No. 123, "Accounting for Stock-Based Compensation," became
         effective for the Company. FAS 123, which prescribes the recognition of
         compensation expense based on the fair value of options on the grant
         date, allows companies to continue applying APB 25 if certain pro forma
         disclosures are made as if the fair value based method had been
         applied.





                                      (F-6)


<Page>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         JUNE 29, 2001 AND JUNE 30, 2000





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Income Taxes
         Current income taxes are based on the year's taxable income for Federal
         and state income tax reporting purposes. Investment tax credits are
         accounted for by the flow-through method.

         Deferred taxes are provided on a liability basis whereby deferred tax
         assets are recognized for deductible temporary differences and
         operating loss carryforwards and deferred tax liabilities are
         recognized for taxable temporary differences. Temporary differences are
         the differences between the reported amounts of assets and liabilities
         and their tax bases. Deferred tax assets are reduced by a valuation
         allowance when in the opinion of management, it is more likely than not
         that some portion or all of the deferred tax assets will not be
         realized. Deferred tax assets and liabilities are adjusted for the
         effects of changes in tax law and rates on the date of enactment.

         Net Loss Per Common Share
         Net loss per common share is computed by dividing net loss to common
         stockholders by the weighted average number of shares of common stock
         outstanding for each fiscal year. Common stock equivalents are not
         considered in loss years because they are anti-dilutive.

         Use of Estimates
         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amount of assets and
         liabilities and disclosure of contingent liabilities and assets at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from these estimates.

         Fair Value of Financial Instruments
         The carrying value of cash and accounts payable approximates fair value
         due to the short maturity of these instruments.

NOTE 3 - CONCENTRATIONS OF CREDIT RISK

         The financial instruments subject to credit risk are primarily cash and
         cash equivalents. The Company places temporary cash investments in a
         money-market fund that invests solely in short-term obligations of the
         U.S. Treasury and repurchase agreements fully collateralized by
         obligations of the U.S. Treasury. These investments are not insured by
         the Federal Deposit Insurance Corporation (FDIC) or any other agency
         and are subject to investment risk, including possible loss of
         principal. The uninsured balance included in cash equivalents at June
         29, 2001 was $83,799.








                                     (F-7)


<Page>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         JUNE 29, 2001 AND JUNE 30, 2000





NOTE 4 - INCOME TAXES

         The Company had net operating loss carryforwards (NOLs) at June 29,
         2001 of approximately $1,773,000 for Federal, $1,717,000 for New Jersey
         State and $61,500 for Georgia State income tax reporting purposes.
         These losses create a deferred tax asset at June 29, 2001. The Company
         has recorded a 100% valuation allowance against deferred tax assets.
         Current Federal and state income tax benefits of approximately $18,000
         and $7,000 for the fiscal years ended June 29, 2001 and June 30, 2000,
         respectively, are fully reserved due to the uncertainty of their
         ultimate realization.

         The tax effects of significant items composing the Company's net
         deferred tax asset, as of June 29, 2001, are as follows:

                  Deferred tax asset:
                    Federal NOLs                          $ 496,000
                    New York State NOLs                     129,000
                    Georgia State NOLs                        3,000
                                                          ---------
                                                            628,000
                  Valuation allowance                      (628,000)
                                                          ---------
                  Net deferred tax asset                  $   -
                                                          =========

         The valuation allowance declined by approximately $578,000 during
         fiscal 2001 principally due to the expiration of Federal and state
         NOLs. Federal and state NOLs expire fifteen years after the year in
         which the losses were incurred for all losses incurred before fiscal
         1998, and twenty years after for all losses incurred after fiscal 1997.
         In addition, the Internal Revenue Code contains provisions that may
         limit the net operating loss carryforward, which is available for use
         in any given year, based on significant changes in ownership interest
         of the Company.

            The following table summarizes the anticipated expiration of unused
Federal NOLs:

                  Fiscal                                  Approximate
                   Year                                   NOLs Expiring
                  ------                                 --------------

                   2004                                    $1,107,000
                   2005                                       517,000
                   2006                                        38,000
                   2007                                         2,000
                   2009                                         1,000
                   2010                                         4,000
                   2019                                        12,000
                   2020                                        36,000
                   2021                                        56,000
                                                           ----------

                                                           $1,773,000
                                                           ==========
         The Company had Investment Tax Credit carryforwards of approximately
         $2,500 and Research and Development Tax Credit carryforwards of
         approximately $27,000 as of June 30, 2000 that fully expired during
         fiscal 2001.




                                      (F-8)

<Page>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         JUNE 29, 2001 AND JUNE 30, 2000





NOTE 5 - STOCK OPTIONS

         On March 15, 2001, the Board of Directors granted an option to purchase
         70,000 shares of the Company's common stock at a price of $.02 to each
         of the Company's four (4) directors. The exercise price of these
         options (Director Options) was equal to or exceeded the fair market
         value of the underlying shares of common stock as of the grant date.

         The fair value of the Director Options is estimated to be $2,800 ($.01
         per option share) based upon a financial analysis of the terms of the
         options using the Black-Scholes Pricing Model with the following
         assumptions: expected volatility of 80%; a risk free interest rate of
         5% and an expected holding period of five (5) years.

         Financial reporting of the options issued to directors has been
         prepared pursuant to the Company's policy of following APB No. 25, and
         related interpretations, in accounting for its employee stock options.
         Had the Company accounted for these options in accordance with FAS 123
         there would have been an immaterial difference in compensation expense;
         therefore, the pro forma financial disclosure of the amortization of
         the fair value of the options over a two (2) year period has been
         omitted.

         A summary of the Company's stock option plan activity is as follows:


                                                                Weighted Average
                                                   Number of     Exercise Price
                                                     Shares         per Share
                                                   ---------    ---------------


            Options outstanding - June 30, 2000        -             $  -

            Director Options granted                280,000           .02
                                                    -------         -----

            Options outstanding - June 29, 2001     280,000          $.02
                                                    =======          ====

         No options were exercised during the fiscal years ended June 29, 2001
         and June 30, 2000. All options expire five (5) years after date of
         grant.

         The following is a summary of activity and information relating to
         shares subject to options for the years ended:

                                                          Fiscal year ended
                                                      -------------------------
                                                        June 29,       June 30,
                                                          2001           2000
                                                       ----------      --------

            Shares under option, beginning of year          -             -

            Options granted                              280,000          -

            Options exercised, forfeited or expired         -             -
                                                         -------      --------

            Shares under option, end of year
              (exercise price $.02 per share)            280,000          -
                                                         =======      ========

            Options exercisable, end of year
              (exercise price $.02 per share)            280,000          -
                                                         =======      ========

                                      (F-9)

<Page>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         JUNE 29, 2001 AND JUNE 30, 2000





NOTE 6 - WARRANTS

         Warrants to purchase a total of 588,270 shares of common stock were
         granted in connection with the Company's initial public offering in
         1983. The warrants were exercisable until August 31, 2000 at a price
         not less than $2.1325 per share (the fair market value per share of
         common stock on the date the warrants were granted). These warrants
         have not been exercised and accordingly, expired on August 31, 2000.

NOTE 7 - RELATED PARTY TRANSACTIONS

         The Company's only employees at the present time consist of its
         officers who will devote as much time to the Company's business as the
         Company's Board of Directors determines is necessary. Effective July 1,
         2000, the Company has incurred management and administrative fees in
         the amount of $500 per month under an office-sharing agreement that
         provides administrative and bookkeeping assistance, and for the use of
         offices, fixtures, furniture and equipment. These fees are paid to a
         corporation whose chief financial officer is a director and the
         treasurer of the Company. Management and administrative fees were
         $6,000 and $-0- for the fiscal years ended June 29, 2001 and June 30,
         2000. The Company believes that the present month-to-month arrangement
         is adequate and suitable to meet its needs into the near future.


NOTE 8 - FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION

         In January 1991, the Company filed a Form 15 with the Securities and
         Exchange Commission to deregister the Company's common stock under the
         Securities Exchange Act of 1934, as amended. From January 1991 until
         March 2001, the Company did not file any further reports under the
         Securities Exchange Act of 1934. On March 1, 2001, the Company filed
         its Annual Report on Form 10-KSB that included the Company's balance
         sheet as of June 30, 2000 and the related statements of operations,
         stockholders' equity and cash flows for the fiscal years ended June 30,
         2000, June 25, 1999 and June 26, 1998. The Company filed Quarterly
         Reports on Forms 10-QSB for each quarter during fiscal 2001. The
         Company is current with its reporting obligations under the Securities
         Exchange Act of 1934 and intends to become listed on the OTC Bulletin
         Board.

         The warrants the Company issued in its initial public offering in 1983
         remained registered as a separate class of securities under the
         Exchange Act. Consequently, the Company's obligation to file periodic
         reports under the Exchange Act did not cease with the filing of the
         Form 15 in 1991. The warrants expired on August 31, 2000.









                                   (F-10)

<Page>


                                    PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Our directors and officers are as set forth in the table below.


Name                          Age         Position
----                          ---         --------
Frederick A. Huttner          56          President and Chairman
Robert H. Donehew             49          Vice President, Treasurer and Director
Anthony Charos                37          Director
John F. McCarthy              55          Director

         Frederick A. Huttner has served as our president and one of our
directors since June 2000. Since 1994, Mr. Huttner has served as president and
chief executive officer of Huttner and Company, a consulting firm offering
business consulting services to entrepreneurial growth companies. As of June 1,
2000, Innovation Growth Partners, LLC acquired the assets of Huttner and
Company, at which time Mr. Huttner became a principal and stockholder of
Innovation Growth Partners, LLC.

         Robert H. Donehew has served as our vice president and treasurer and as
one of our directors since June 2000. Since February 2000, Mr. Donehew has
served as vice president and treasurer and as a director of Golf Rounds.com,
Inc., a public company whose business plan is also to serve as a vehicle for the
acquisition of a target business. He also served as a director of Ensoport.com,
Inc. since October 1999. Since July 1996, Mr. Donehew has been the chief
executive officer of Donehew Capital, LLC, the general partner of Donehew Fund
Limited Partnership, a private investment partnership specializing in the
securities market. In addition, since July 1997, Mr. Donehew has been the chief
executive officer of 3-D Capital, LLC, an investment firm specializing in
due-diligence consulting and investments in the securities markets. Since 1983,
he has also served as chief financial officer of R.D. Garwood, Inc. and Dogwood
Publishing Inc. From 1976 through 1983, Mr. Donehew had his own tax and
financial planning practice. Mr. Donehew has been on the board of directors of
MSDC, a medical software company, since 1986.

         Anthony Charos has served as one of our directors since June 2000 and a
member of our audit committee since February 2001. Since March 2000, Mr. Charos
has served as a director of Golf Rounds.com, Inc. Since January 2001, Mr. Charos
has been an account executive with C.E. Unterberg Towbin. From 1993 through
December 2000, Mr. Charos was an account executive with M.H. Meyerson & Co.,
Inc. and a member of its investment banking team.

         John F. McCarthy has served as one of our directors since June 2000 and
a member of our audit committee since February 2001. Since February 2000, Mr.
McCarthy has been president and chairman of Golf Rounds.com, Inc. Since February
1999, Mr. McCarthy has been chairman of Pricing Dynamics.com, Inc. Since October
1999, Mr. McCarthy has served as chairman of Ensoport.com, Inc., which is
developing a franchised Internet portal system to be deployed in the Pacific Rim
area. Mr. McCarthy was a director and general counsel of Globalink, Inc. from
1993 until it was acquired by Lernout & Hauspie Speech Products N.V. in October
1998. From October 1998 to January 1999, he was a consultant to Lernout &
Hauspie Speech Products N.V. From 1989 to 1993, he was vice president and
general counsel of Computone Corporation, a manufacturer of computer peripheral
devices. From 1985 to 1988, he was a partner in the law firm of Burnham,
Connelly, Osterle & Henry and from 1983 to 1985 he was a partner in the law firm
of Rose, Schmidt, Chapman, Duff & Hasley. In addition, since 1993, Mr. McCarthy
has been a principal in McCarthy, Johnston & Associates.



                                       10

<Page>



Board Meetings and Committees

         During the fiscal year ended June 29, 2001, the board of directors took
action by unanimous written consent on two occasions. The board of directors
established an audit committee on February 13, 2001 which met twice during the
fiscal year ended June 29, 2001. Directors serve for a term of one year after
election or until their earlier resignation or their successor is elected or
appointed and qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Exchange Act requires our officers, directors and
persons who beneficially own more than ten percent of our common stock
("ten-percent stockholders") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
ten-percent stockholders also are required to furnish us with copies of all
Section 16(a) forms they file. Based solely on our review of the copies of such
forms furnished to us, and written representations that no other reports were
required, we believe that during the fiscal year ended June 29, 2001, all of our
officers, directors and ten- percent stockholders complied with the Section
16(a) reporting requirements.


ITEM 10. EXECUTIVE COMPENSATION.

Employment Agreements

         None of our employees are employed by us under written contracts.

Compensation of Officers

         We currently do not pay any salaries to Frederick A. Huttner or Robert
H. Donehew for their services as officers. R.D. Garwood, Inc. provides us with
the use of office space, fixtures, furniture and equipment, as well as our
administrative assistant, at a cost of $500 per month. Robert H. Donehew, our
treasurer and director, is also chief financial officer of R.D. Garwood, Inc.

Remuneration of the Board of Directors

         Our directors do not receive any cash compensation for their services.
However, on March 15, 2001, we granted each of our directors an immediately
exercisable, five-year option to purchase 70,000 shares of common stock at an
exercise price of $0.02 per share.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth information with respect to the
beneficial ownership of shares of our common stock by (1) each person known to
be the owner of more than 5% of the outstanding shares of common stock, (2) each
director and (3) all executive officers and directors as a group. The
information is as of June 29, 2001, and it is based on information obtained from
each of the below named persons. On June 29, 2001 there were 8,008,229 shares of
common stock outstanding.


                                       11

<Page>




                                            Number of Shares      Percent of
                                            of Common Stock       Outstanding
Name and Address of Beneficial Owner        Beneficially(1) Owned Common Stock
------------------------------------        --------------------- ------------
Frederick A. Huttner                             145,000(2)          1.8%
Innovation Growth Partners LLC
5847 San Felipe, #4545
Houston, Texas 77057

Robert H. Donehew                                270,000(3)          3.3%
c/o Donehew Capital, LLC
111 Village Parkway, Building # 2
Marietta, Georgia 30067

Anthony Charos                                   170,000(4)          2.1%
273 Hickory Avenue
Tenafly, New Jersey 07670

John F. McCarthy, III                            120,000(5)          1.5%
2401 Pennsylvania Avenue, N.W.,
Suite 300
Washington, D.C. 20037

David S. Nagelberg                             1,500,000(6)         18.7%
7012 Rancho La Cima Drive
Rancho Santa Fe, California 92067

Ronald I. Heller                               1,000,000(7)         12.5%
525 Washington Boulevard
Jersey City, New Jersey 07310

Larry Kupferberg                                 500,000(8)          6.2%
39 West 83rd Street, Apt. #2
New York, New York 10024

Directors and officers as a group (4 persons)    705,000(9)          8.5%

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


(1)      Beneficial ownership is determined in accordance with the rules of the
         SEC and generally includes voting or investment power with respect to
         securities. Shares of common stock issuable upon the exercise of
         options or warrants currently exercisable, or exercisable or
         convertible within 60 days, are deemed outstanding for computing the
         percentage ownership of the person holding such options or warrants but
         are not deemed outstanding for computing the percentage ownership of
         any other person.

(2)      Includes 70,000 shares of common stock issuable upon presently
         exercisable options held by Mr. Huttner.

(3)      Includes 200,000 shares of common stock owned by Donehew Fund Limited
         Partnership, a Wyoming limited partnership, of which Donehew Capital,
         LLC, a Wyoming limited liability company, is the general partner; Mr.
         Donehew is the manager of Donehew Capital, LLC. Also includes 70,000
         shares of common stock issuable upon presently exercisable options held
         by Mr. Donehew.

(4)      Includes 100,000 shares of common stock that Mr. Charos owns jointly
         with his brother, Kevin Charos, and 70,000 shares of common stock
         issuable upon presently exercisable options held by Mr. Charos.



                                       12

<Page>



(5)      Includes 70,000 shares of common stock issuable upon presently
         exercisable options held by Mr. McCarthy.

(6)      Includes 500,000 shares of common stock held by the Nagelberg Family
         Trust, a California trust, of which Mr. Nagelberg and his wife are the
         trustees, and 1,000,000 shares held by Mr. Nagelberg as custodian for
         his children.

(7)      Includes 500,000 shares held by the Ronald I. Heller Revocable Trust
         dated 12/23/97, of which Mr. Heller is the trustee, and 500,000 shares
         held by the Joyce L. Heller Revocable Trust dated 12/23/97, of which
         Mr. Heller's wife is the trustee.

(8)      Includes 500,000 shares of common stock held by the Rachel Beth Heller
         1997 Trust dated 7/9/97, of which Mr. Kupferberg is the trustee.

(9)      Includes the shares referred to in notes 2, 3, 4 and 5 above.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         On June 27, 2000, 27 purchasers, including each of our current officers
and directors or entities controlled by them, purchased an aggregate of
5,484,999 shares of our outstanding common stock at a price of $.02 per share
from two former stockholders, TII Industries, Inc. and TII International, Inc.
In connection with the purchase and sale of the shares, our former directors
appointed our current directors to succeed them and resigned from the board of
directors, effective upon the closing. Our former officers also resigned
effective upon the closing of the transaction.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

          (a)       Exhibits Filed.

                    See Exhibit Index appearing later in this Report.

          (b)       Reports on Form 8-K.

                    None.


                                       13

<Page>



                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated: October 9, 2001                 INTERCOM SYSTEMS, INC.
                                       (Registrant)



                                    By: /s/ Frederick A. Hutner
                                       --------------------------------------
                                        Name:    Frederick A. Huttner
                                        Title:   President and Chairman

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dated indicated.



/s/ Frederick A. Huttner
--------------------------    President and Chairman            October 9, 2001
Frederick A. Huttner

/s/ Robert H. Donehew         Vice President, Treasurer and     October 9, 2001
-------------------------     Director (Principal Accounting
Robert H. Donehew             and Financial Officer)

/s/ Anthony Charos
-------------------------     Director                          October 9 2001
Anthony Charos

/s/ John F. McCarthy III
-------------------------     Director                          October 9, 2001
John F. McCarthy III


















                                       14

<Page>


<Table>
                                                   EXHIBIT INDEX



<Caption>
                                                               Incorporated By
Exhibit                                                           Reference             No. in
Number         Description                                      from Document          Document             Page
------         -----------                                      -------------          --------             ----
<S>            <C>                                                <C>                    <C>                <C>
3.1            Certificate of Incorporation                           A                  3.1                  -
3.2            By-laws                                                A                  3.2                  -
4.1            Form of public warrant                                 A                  4.1                  -
10.1           Form of Stock Option Agreement,                        -                   -            Filed Herewith
               dated as of March 15, 2001, between
               the Registrant and certain directors
10.1.1         Schedule of Stock Option                               -                   -            Filed Herewith
               Agreements in the form of Exhibit
               10.1, including material detail in which
               such documents differ from Exhibit
               10.1
99.1           Risk Factors                                           B                  99.1                 -
</Table>


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

A.       Registration Statement on Form S-1, File No. 2-84644.

B.       Annual Report on Form 10-KSB for the fiscal year ending June 30, 2000.


                                       15