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 30, 2003
                          ----------------

                                       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                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)


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 X No ____


     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: $22

     The aggregate  market value of the common stock held by  non-affiliates  of
the issuer was  $815.82,  based upon the last sale price on July 21,  2003,  the
most recent date on which the common  stock was sold. A price within the past 60
days is not  available  because there is a limited  trading  market for issuer's
Common Stock which is currently quoted on the OTC Bulletin Board.

     At September  30,  2003,  14,008,229  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.

                         2003 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS

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........................................................................7

         ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERMATTERS......7

         ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL............8

         ITEM 7.  FINANCIAL STATEMENTS........................................10

         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING ANDFINANCIAL DISCLOSURE.......................22

PART III......................................................................23

         ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..........23

         ITEM 10. EXECUTIVE COMPENSATION......................................24

         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT.......................................25

         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............26

         ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K............................26

         ITEM 14. CONTROLS AND PROCEDURES.....................................26






                                       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.

     On June 3, 2003, we consummated a private  placement of 6,000,000 shares of
our common  stock at a per share  price of $0.01,  receiving  gross  proceeds of
$60,000.

     As of June 30, 2003, we had $28,530 in cash and cash equivalents,  no other
assets and $20,849 of 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.  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>

     Management  believes  that  we will be  more  attractive  to a  prospective
business  partner  if our  common  stock is  quoted on the OTC  Bulletin  Board.
Therefore,  in 2001 and 2002 we took steps to become  current with our reporting
obligations  under  the  Securities  Exchange  Act of 1934 and we  believe  that
Intercom is now current  with such  obligations.  Our common  stock is currently
trading  on the OTC  Bulletin  Board,  although  there  has been  only a limited
trading market for our common stock.

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  one  percent  and five  percent 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.


                                      4
<PAGE>

     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.

     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.

     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.

                                       5
<PAGE>

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 acting chairman, acting president,  treasurer and director, is also
chief financial officer of R.D. Garwood,  Inc. We believe that our present space
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.

                                       6

<PAGE>



                                     PART II


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

     On November  15, 2002 our common  stock began  trading on the OTC  Bulletin
Board under the symbol  "IRCM".  Our common stock is traded only on a limited or
sporadic basis and there is no established  public trading market for our common
stock. We cannot assure you that the common stock will be actively traded in the
future or that there will be liquidity in the common stock.

     Below is a table  indicating the range of high and low bid  information for
the common  stock as reported by the OTC Bulletin  Board for the periods  listed
since we began trading on the OTC Bulletin Board on November 15, 2002.  Prior to
November 15, 2002,  our common stock was quoted on the NQB Pink Sheets.  Trading
on the NQB Pink Sheets is very limited and historical trading information is not
available. Bid prices represent prices between broker-dealers and do not include
retail mark-ups and mark-downs or any commission to broker-dealers. In addition,
these prices do not necessarily reflect actual transactions.




Period                          High($)                 Low ($)
------                          ------                  -------
Fiscal 2004
        First Quarter*           .001                    0.0001

Fiscal 2003
        Fourth Quarter          0.001                     0.001
        Third Quarter           0.001                    0.0001
        Second Quarter**       0.0001                    0.0001


* Through September 29, 2003
**Commencing November 15, 2002.

     Of the 14,008,229 shares of our common stock  outstanding,  we believe that
2,523,230 can be sold by the holders thereof  without  registration as they have
been  outstanding and held by persons since our initial public offering in 1983.
We believe that the 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 held
since June 2000,  when they were  acquired  from TII;  however,  we believe that
3,405,000 of these shares of common  stock are held by our  officers,  directors
and affiliates.  We believe 6,000,000 shares cannot be sold under Rule 144 until
June 2004, as they were acquired by the holders thereof in our June 2003 private
placement;  however,  we believe that  3,300,000 of these shares of common stock
are held by our officers, directors and affiliates.

Holders

     As of September  30,  2003,  there were 558 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.

                                       7
<PAGE>

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 sold our only  operating  assets in October  1989 and ceased  commercial
operations as of October 31, 1989. We have not engaged in any material  business
activities since that time.

     Management  believes  that we are current  with our  reporting  obligations
under the Securities Exchange Act of 1934. On November 15, 2002 our common stock
began  trading on the OTC  Bulletin  Board under the symbol  "IRCM".  Our common
stock is only  traded on a limited  or  sporadic  basis and this  should  not be
deemed to constitute an established  public trading market. We cannot assure you
that the common  stock will be  actively  traded in the  future.  Therefore,  we
cannot assure you that there will be liquidity in the common stock.  (See Note 8
to the Financial Statements).

     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  (See  Note 9 to the
Financial Statements). 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.

     Fiscal Year

     Previously,  our  fiscal  year  ended on the  last  Friday  in June,  which
resulted  in a fiscal year that was either 52 or 53 weeks  long.  During  fiscal
2002,  we changed our fiscal  year-end to June 30th,  regardless of whether that
date fell on the last Friday in June. The accompanying statements of operations,
stockholders' equity and cash flows are for the fiscal years ended June 30, 2003
and June 30, 2002, both of which consisted of 52 weeks.

                                       8

<PAGE>


     Financial Condition

     At June 30,  2003,  we had total  current  assets of $28,530 as compared to
total  current  assets  of  $35,741at  June  30,  2002.  We  had  total  current
liabilities  of  $20,849  at  June  30,  2003,  as  compared  to  total  current
liabilities  of $29,114 at June 30, 2002.  At June 30,  2003,  our net worth was
$7,681,  as compared to a net worth of $6,627 at June 29, 2002.  The increase in
net worth was the result of the net loss of $55,187 for fiscal  2003,  offset by
the $56,241 net proceeds  received  from the sale of 6,000,000  shares of common
stock in a private placement during the fourth quarter of fiscal 2003.

     Liquidity and Capital Resources

     The only  asset we possess  is cash and cash  equivalents  in the amount of
approximately  $28,530 at June 30,  2003,  all of which is  currently  held in a
non-interest bearing, commercial checking account.

     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 unforseen  obstacles,  we cannot assure you that we will be successful
in this effort.

     As shown in the accompanying  financial statements,  we incurred a net loss
of $55,187  during the fiscal year ended June 30, 2003, and as of that date, our
working  capital was  insufficient  to satisfy  projected  expenses for the next
fiscal year. Those factors, as well as our lack of operating revenue,  create an
uncertainty about our ability to continue as a going concern.  Our management is
developing a plan to reduce our  liabilities and increase our working capital by
issuing additional stock or obtaining  long-term debt financing.  Our ability to
continue as a going  concern is  dependent  upon  obtaining  additional  working
capital over the next twelve months. The financial statements do not include any
adjustments  that might be  necessary  if we are unable to  continue  as a going
concern.

     We anticipate that our current cash reserves will last us approximately six
(6) months.  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  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.

     Results of Operations

     We have not had any material  operations  since 1989.  We only had interest
revenue of $22 and $892 for the fiscal  years  ended June 30,  2003 and June 30,
2002, respectively. Interest revenue declined due to the consumption of invested
funds to pay operating  expenses and a reduction of the interest rate yield from
1.08% to 0% during the fiscal year ended June 30,  2003.  The  investments  were
moved from a money-market fund to a non-interest  bearing,  commercial  checking
account  because the balance had  declined to a level where the service  charges
consumed the interest earned.

     General,  administrative and other expenses,  including accounting,  legal,
corporate transfer agent,  management and administrative  fees,  franchise taxes
and bank service charges,  were $55,209 for the fiscal year ended June 30, 2003,
as compared to $70,234 for the fiscal year ended June 30, 2002.  The decrease in
general,  administrative  and other  expenses was due primarily to a decrease in
professional fees of $15,625, offset by a $525 increase in franchise taxes.


                                       9


<PAGE>


ITEM 7. FINANCIAL STATEMENTS.

        Index to Financial Statements:                                     Page
                                                                           ----

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

         Balance Sheet as of June 30, 2003...................................F-2

         Statements of Operations for the years ended
                  June 30, 2003 and June 30, 2002............................F-3

         Statements of Stockholders' Equity for the years ended
                  June 30, 2003 and June 30, 2002............................F-4

         Statements of Cash Flows for the years ended
                  June 30, 2003 and June 30, 2002............................F-5

         Notes to Financial Statements...............................F-6 to F-11

                                       10

<PAGE>



                             INTERCOM SYSTEMS, INC.

                                  JUNE 30, 2003



                          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 30, 2003 and the related statements of operations, stockholders' equity and
cash  flows  for the  years  ended  June 30,  2003  and  2002.  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 30,  2003 and the  results of its  operations  and cash flows for the years
ended June 30, 2003 and 2002 in conformity with accounting  principles generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 9 to the
financial statements,  the Company has suffered recurring losses from operations
and has insufficient  working capital to satisfy projected expenses for the next
year,  which  raise  substantial  doubt about its ability to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 9. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.

                                        /s/ Bederson & Company LLP
                                        BEDERSON & COMPANY LLP




West Orange, New Jersey
September 16, 2003


                                     (F-1)

<PAGE>


                             INTERCOM SYSTEMS, INC.
                                  BALANCE SHEET
                                  JUNE 30, 2003

                                     ASSETS

CURRENT ASSETS:

  Cash and cash equivalents                           $      28,530
                                                      -------------


TOTAL CURRENT ASSETS                                  $      28,530
                                                      =============


         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

  Accounts payable and accrued expenses               $      20,849
                                                      -------------

  TOTAL CURRENT LIABILITIES                                  20,849
                                                      -------------

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,
    14,008,229 shares issued and outstanding                 7,000
  Additional capital in excess of par value              5,253,241
  Accumulated deficit                                   (5,252,560)
                                                       ------------

  TOTAL STOCKHOLDERS' EQUITY                                 7,681
                                                     --------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $     28,530
                                                      =============


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

                                     (F-2)


<PAGE>


                             INTERCOM SYSTEMS, INC.
                            STATEMENTS OF OPERATIONS
                       YEARS ENDED JUNE 30, 2003 AND 2002

<TABLE>
<CAPTION>
 <S>                                                                                      <C>           <C>


                                                                                        2003            2002
                                                                                   --------------  --------------

REVENUES:
  Interest                                                                       $           22  $          892
                                                                                 --------------  --------------

EXPENSES:
  Professional fees                                                                      38,319          53,944
  Management and administrative fees - related party                                      6,000           6,000
  Corporate transfer agent fees and miscellaneous expenses                                6,231           6,156
  Franchise taxes                                                                         3,559           3,034
  Contract labor                                                                          1,100           1,100
                                                                                 --------------  --------------

  TOTAL EXPENSES                                                                         55,209          70,234
                                                                                  -------------   -------------


NET LOSS                                                                           $    (55,187)   $    (69,342)
                                                                                   ============    ============


BASIC AND DILUTED NET LOSS PER SHARE                                              $       (0.01)  $       (0.01)
                                                                                  =============   =============


WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                                                                  8,402,750       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
                       YEARS ENDED JUNE 30, 2003 AND 2002

<TABLE>
<CAPTION>
<S>                                    <C>                 <C>                     <C>             <C>                  <C>
                                                                              Additional
                                             Common Stock                     Capital in                                Total
                                    Shares            Par Value               Par Value                Deficit           Equity
                                    -------           --------                ---------               ----------       ------------

BALANCE - June 30, 2001              8,008,229         $     4,000            $  5,200,000       $ (5,128,031)     $      75,969

  Net loss                                  -                   -                       -             (69,342)           (69,342)
                              ----------------      --------------      ------------------     --------------     --------------

BALANCE - June 30, 2002              8,008,229               4,000               5,200,000         (5,197,373)             6,627

    Common stock issued              6,000,000               3,000                  53,241               -                56,241

  Net loss                                  -                   -                       -             (55,187)           (55,187)
                              ----------------      --------------      ------------------     --------------     --------------

BALANCE - June 30, 2003             14,008,229          $    7,000            $  5,253,241        $(5,252,560      $       7,681
                                    ==========          ==========            ============        ===========      =============

</TABLE>









                          The accompanying notes are an
                  integral part of these financial statements


                                     (F-4)

<PAGE>


                             INTERCOM SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS
                       YEARS ENDED JUNE 30, 2003 AND 2002



<TABLE>
<CAPTION>

<S>                                                      <C>                    <C>


                                                          2003                 2002
                                                    ---------------      --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                          $     (55,187)       $     (69,342)
  Adjustments to reconcile net loss to
  net cash from operating activities:
    Increase (decrease) in:
      Accounts payable and accrued expenses                (8,265)              18,570
                                                     --------------        -------------

  NET CASH USED BY OPERATING ACTIVITIES                   (63,452)             (50,772)
                                                      -------------        -------------

CASH PROVIDED BY FINANCING ACTIVITIES:
  Net proceeds from issuance of common stock               56,241                  -
                                                      -------------     ----------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                  (7,211)             (50,772)

CASH AND CASH EQUIVALENTS - beginning                      35,741               86,513
                                                      -------------        -------------

CASH AND CASH EQUIVALENTS - ending                   $     28,530         $     35,741
                                                       ============         ============

</TABLE>

















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

                                     (F-5)

<PAGE>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002



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 (see Note 9). Management believes that the Company is
     current with its reporting obligations under the Securities Exchange Act of
     1934.  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. These
     investments  are  reported  at their fair  value.  Income  related to these
     investments is reported as interest income.

     Stock-Based Compensation
     The Company  measures  compensation  expense for its  stock-based  employee
     compensation  plans using the intrinsic  value method,  in accordance  with
     Accounting Principles Board Opinion No. 25 (APB) 25), "Accounting for Stock
     Issued to Employees." The Company has not recognized a cost for stock-based
     employee compensation, in the statements of operations, because the options
     granted during the current fiscal year have no intrinsic  value as measured
     by the  excess  of their  exercise  price to the fair  market  price of the
     underlying common stock on the grant date.

     During  2003,  Statement of Financial  Accounting  Standards  No. 148 (SFAS
     148), "Accounting for Stock-Based Compensation - Transition and Disclosures
     - An Amendment of FASB Statement No. 123" became effective for the Company.
     Management believes there is no material effect of implementing SFAS 148 on
     the accompanying financial statements.


                                     (F-6)


<PAGE>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

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.

          Deferred  income  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 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   equivalents   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 placed temporary cash investments in
          a  money-market  fund,  during  the year  ended  June 30,  2003,  that
          invested  in  short-term  obligations  of  the  U.S.  Treasury.   Such
          investments  are  subject to  interest  rate risk,  which  affects the
          market value of the investment.  The Company held no such  investments
          as of June 30, 2003.

NOTE 4 - INCOME TAXES

          The Company had net operating  loss  carryforwards  (NOLs) at June 30,
          2003 of approximately $1,897,000 for Federal,  $1,717,000 for New York
          state and $186,000 for Georgia  state income tax  reporting  purposes.
          These losses create a deferred tax asset at June 30, 2003. The Company
          has recorded a 100% valuation  allowance  against deferred tax assets.
          Current Federal and state income tax benefits of approximately $18,000
          and  $24,000  for the years  ended  June 30,  2003 and June 30,  2002,
          respectively,  are  fully  reserved  due to the  uncertainty  of their
          ultimate realization.


                                     (F-7)

<PAGE>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002



NOTE 4 - INCOME TAXES (Continued)

          The tax effects of  significant  items  composing  the  Company's  net
          deferred tax asset, as of June 30, 2003, are as follows:

                  Deferred tax asset:
                    Federal NOLs                                      $ 531,000
                    New York State NOLs                                 129,000
                    Georgia State NOLs                                    9,000
                                                                    -----------
                                                                        669,000
                  Valuation allowance                                  (669,000)
                                                                      ---------
                  Net deferred tax asset                              $      -
                                                                  =============

          The valuation allowance increased by approximately $15,000 and $24,000
          during 2003 and 2002 due to operating losses.

          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:
                   Year                                           Amount
                   ----                                           ------
                   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
                   2022                                             69,000
                   2023                                             55,000
                                                               ------------
                                                                $1,897,000
NOTE 5 - COMMON STOCK

          On June 6, 2003 the Company completed a private placement offering for
          6,000,000  shares  of  common  stock,  par  value  $.0005  per  share,
          receiving $60,000 ($.01 per share) before direct costs of $3,589.

                                     (F-8)
<PAGE>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE 6 - STOCK OPTIONS

          On June 13, 2003, the Board of Directors granted an option to purchase
          50,000  shares of the  Company's  common  stock at a price of $.01 per
          share  to each of the  Company's  Directors,  for  each  full  year of
          service since the previous grant of Director options,  March 15, 2001;
          options to purchase an  aggregate  of 350,000  shares were  granted to
          Directors.  An option to  purchase  an  additional  400,000  shares of
          common  stock at a price of $.01 per share was  granted  to the acting
          Chairman  of the  Board,  who also  serves as acting  President,  Vice
          President,  Treasurer and Director. The exercise price of all of these
          options  was  equal  to or  exceeded  the  fair  market  value  of the
          underlying  shares of common  stock as of the grant date.  All options
          granted by the Company are fully vested,  immediately  exercisable and
          expire five (5) years after grant date.

          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
          and 148 there would have been an increase in  compensation  expense of
          approximately  $3,800 for the year ended June 30,  2003,  as presented
          and discussed below.

          In  accordance  with SFAS 148 and  Statement of  Financial  Accounting
          Standards No. 123,  "Accounting  for Stock-Based  Compensation"  (SFAS
          123),  the  Company's pro forma option  expense is computed  using the
          Black-Scholes  option-pricing  model. This model was developed for use
          in  estimating  the  value of  traded  options  that  have no  vesting
          restrictions and are fully transferable.

          The following  table shows  assumptions  and  information  used in the
          Black-Scholes  option-pricing  model to estimate the fair value of the
          options granted on June 13, 2003:

                  Options granted                                750,000
                  Employees granted options                         1
                  Additional Directors granted options              3
                  Expected forfeitures per year                     0 %
                  Stock price                                     $ .01
                  Exercise price                                  $ .01
                  Expected life of options                       5 years
                  Risk-free interest rate                           6 %
                  Expected volatility                              50 %
                  Expected dividend yield                           0 %

          To comply with SFAS 148, the Company is presenting the following table
          to illustrate  the effect on the net loss and loss per share if it had
          applied the fair value recognition provisions of SFAS 123, as amended,
          to options granted under the stock-based employee  compensation plans.
          For purposes of this pro forma disclosures, the estimated value of the
          options is  amortized  ratably to expense  over the  options'  vesting
          periods.


                                                  Years Ended June 30,
                                                  2003             2002
                                                ----------       ----------
                   Net loss per common share:
                     As reported                $(55,787)        $(69,342)
                     Pro forma                   (59,587)         (69,342)

                   Net loss per common share:
                     As reported                  $(0.01)           $(0.01)
                     Proforma                      (0.01)            (0.01)



                                     (F-9)

<PAGE>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE 6 - STOCK OPTIONS (Continued)

          A summary of the Company's stock option plan activity is as follows:
<TABLE>
<CAPTION>

                        <S>                                             <C>                     <C>

                                                                                            Weighted Average
                                                                       Number of             Exercise Price
                                                                         Shares                per Share

             Options outstanding - June 30, 2001                        280,000                 $  .02

             Options granted or (exercised, forfeited or expired)             -                     -
                                                                   --------------               --------

             Options outstanding - June 30, 2002                        280,000                    .02

             Options granted or (exercised, forfeited or expired)       750,000                    .01
                                                                      ----------                --------

             Options outstanding - June 30, 2003                      1,030,000                 $.0127
                                                                       =========                ======
</TABLE>

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

<TABLE>
<CAPTION>
                        <S>                                               <C>              <C>

                                                                            Year ended  June 30,
                                                                            --------------------
                                                                            2003           2002
                                                                        -------------   ------------

                Shares under option, beginning of year                  280,000           280,000

                Options granted                                         750,000               -

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

                Shares under option, end of year                      1,030,000           280,000
                                                                      =========          ========

                Options exercisable, end of year                      1,030,000           280,000
                                                                      =========          ========

                Weighted-average remaining contractual life          4.34 years        3.71 years
                                                                     ==========        ==========

                All options expire five (5) years after date of grant.
</TABLE>


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 also an  officer  and
          director  of the  Company.  Management  and  administrative  fees were
          $6,000 for each of the years ended June 30, 2003 and 2002. The Company
          believes that the present  month-to-month  arrangement is adequate and
          suitable to meet its needs into the near future.

                                     (F-10)

<PAGE>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002



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 years ended June 30, 2000,
          June 25, 1999 and June 26, 1998. On May 31, 2001,  the Company filed a
          Form 8-A with the Securities and Exchange  Commission  registering the
          common stock under the  Securities  Exchange Act of 1934. On April 10,
          2002,  the  Company  filed an  amendment  to the Form  10-KSB  for the
          periods ended June 30, 2000 to include  balance  sheets as of June 25,
          1999 and June 26, 1998.


          The Company filed  Quarterly  Reports on Forms 10-QSB for each quarter
          during  fiscal  2001 and an Annual  Report on Form 10-KSB for the year
          ended June 29,  2001.  The Company  has  continued  to file  quarterly
          reports on Form 10-QSB in a timely  manner during the years ended June
          30,  2003 and 2002.  Management  believes  that the Company is current
          with its reporting  obligations  under the Securities  Exchange Act of
          1934.

          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.

          Effective  November  15,  2002 the  Company  began  trading on the OTC
          Bulletin Board.



NOTE 9 - GOING CONCERN

          As  shown  in  the  accompanying  financial  statements,  the  Company
          incurred  a net loss of $55,187  during the year ended June 30,  2003,
          and as of that date, the Company's working capital was insufficient to
          satisfy projected  expenses for the next year. Those factors,  as well
          as the Company's lack of operating  revenue,  raise  substantial doubt
          about the Company's ability to continue as a going concern. Management
          of the  Company is  developing  a plan to reduce its  liabilities  and
          increase its working capital by issuing  additional stock or obtaining
          debt  financing.  The  ability of the  Company to  continue as a going
          concern is dependent upon obtaining  additional  working  capital over
          the next twelve  months.  The financial  statements do not include any
          adjustments  that  might be  necessary  if the  Company  is  unable to
          continue as a going concern.




                                     (F-11)




<PAGE>



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

          None.

                                       22

<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

      Robert H. Donehew               51          acting Chairman, acting
                                                  President, Vice President,
                                                  Treasurer and Director

      Anthony Charos                  39          Director

      John F. McCarthy, III           58          Director


     Robert H. Donehew has served as our vice president and treasurer and as one
of our directors since June 2000 and as our acting chairman and acting president
since  December  2002.  Mr. Donehew has served as the president and treasurer of
Golf  Rounds.com,  Inc., a public company  trading on the OTCBB,  whose business
plan is also to serve as a vehicle  for the  acquisition  of a target  business,
since  November  2000.  He has  also  been a  director  and  treasurer  of  Golf
Rounds.com  since  January  2000 and as vice  president  from January 2000 until
November  2000.  From October  1999 until July 2002,  he served as a director of
Ensoport  Internetworks,  Inc., which is developing a franchised Internet portal
system.  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  Company
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 May 2000, Mr. Charos
has served as a director of Golf  Rounds.com,  Inc. and has been a member of its
audit  committee  since June 2000.  From January 2001 until  October  2001,  Mr.
Charos was 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.  From  October  2001 until
September 2002, Mr. Charos was a sales  representative  with Weichert Realty and
is currently a referral agent.  Since March 2003, Mr. Charos has been an account
exective with Janney Montgomery Scott LLC.


                                       23
<PAGE>


     John F.  McCarthy,  III has served as one of our directors  since June 2000
and a member of our audit committee since February 2001. Since October 2000, Mr.
McCarthy has been Chairman of the Board of Effinity  Online,  Inc. Since January
2000,  Mr.  McCarthy has been chairman of Golf  Rounds.com,  Inc. Since February
1999, Mr. McCarthy has been chairman of Pricing Dynamics Solutions,  Inc., which
filed for Chapter 7 Bankruptcy protection on August 2, 2002. Since October 1999,
Mr. McCarthy has served as chairman of Ensoport Internetworks, Inc. 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.  Since 1993, Mr.  McCarthy has been a principal in McCarthy,  Johnston &
Associates.



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 30, 2003, all of our
officers, directors and ten-percent stockholders complied with the Section 16(a)
reporting  requirements.  The  following  Form 3 or 4s were filed in fiscal year
2003 but were due in fiscal  year 2001:  (1) three  directors  and/or  executive
officers and a former  director and executive  officer each filed a Form 3 late,
which  Form 3  reported  one  transaction  each;  and  (2) a  greater  than  10%
stockholder of our common stock filed one Form 3 late, which Form 3 reported two
transactions.


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 a salary to Robert H.  Donehew,  our only  officer,
for his  services  as an officer.  On June 13,  2003,  we issued an  immediately
exercisable  five-year  option to purchase  400,000 shares of common stock at an
exercise  price of  $0.01  per  share to Mr.  Donehew  in  consideration  of his
services. 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  acting  chairman,  acting  president,
treasurer and director, is the 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 June  13,  2003,  we  granted  each  of our  current  directors  an
immediately  exercisable,  five-year option to purchase 100,000 shares of common
stock at an exercise price of $0.01 per share in consideration of two full years
of  service  as  directors.  In  addition,  we  granted  a  former  director  an
immediately  exercisable,  five year option to purchase  50,000 shares of common
stock at an exercise price of $0.01 per share in  consideration of one full year
of service as a director.

                                       24

<PAGE>



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
September  30, 2003,  and it is based on  information  obtained from each of the
below named  persons.  On  September  30, 2003 there were  14,008,229  shares of
common stock outstanding.


<TABLE>
<CAPTION>
<S>                                             <C>                           <C>

                                             Number of Shares              Percent of
Name and Address of Beneficial Owner         of Common Stock              Outstanding
                                           Beneficially(1) Owned           Common Stock


Robert H. Donehew                            2,270,000(2)                      15.6%
c/o Donehew Capital, LLC
111 Village Parkway, Building # 2
Marietta, Georgia 30067

Anthony Charos                                 270,000(3)                       1.9%
273 Hickory Avenue
Tenafly, New Jersey 07670

John F. McCarthy, III                          220,000(4)                       1.6%
2401 Pennsylvania Avenue, N.W.,
Suite 300
Washington, D.C. 20037

David S. Nagelberg                           1,500,000(5)                      10.7%
7012 Rancho La Cima Drive
Rancho Santa Fe, California 92067

Ronald I. Heller                             2,500,000(6)                      17.8%
525 Washington Boulevard
Jersey City, New Jersey 07310

Larry Kupferberg                               800,000(7)                       5.7%
39 West 83rd Street, Apt. #2
New York, New York 10024

Martin H. Meyerson                             750,000(8)                       5.4%
c/o Crown Financial
525 Washington Boulevard
Jersey City, N.J. 07303

Directors and officers
  as a group (3 persons)                     2,760,000(9)                      18.6%

</TABLE>

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

(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  1,700,000  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 chief executive officer of Donehew Capital,  LLC. Also includes 570,000
     shares of common stock issuable upon presently  exercisable options held by
     Mr. Donehew.

                                       25

<PAGE>

(3)  Includes  100,000  shares of common stock that Mr. Charos owns jointly with
     his brother, Kevin Charos, and 170,000 shares of common stock issuable upon
     presently exercisable options held by Mr. Charos.

(4)  Includes 170,000 shares of common stock issuable upon presently exercisable
     options held by Mr. McCarthy.

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

(6)  Includes  500,000 shares held by the Ronald I. Heller Revocable Trust dated
     12/23/97,  of which Mr.  Heller and his wife are  co-trustees,  and 500,000
     shares held by the Joyce L. Heller Revocable Trust dated 12/23/97, of which
     Mr. Heller and his wife are  co-trustees.  Also includes  1,500,000  shares
     held by the Heller Family Foundation, of which Mr. Heller is president.


(7)  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.

(8)  Held by the Martin H. Meyerson IRA.

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


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          None.


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

          (a)  Exhibits Filed.

               See exhibit index.

          (b)  Reports on Form 8-K.

               On June 5,  2003,  a Current  Report on Form 8-K was filed by the
          Company reporting an event under Item 5.


ITEM 14. CONTROLS AND PROCEDURES

     An  evaluation  of  the  effectiveness  of  our  disclosure   controls  and
procedures  as of June 30,  2003 was made  under  the  supervision  and with the
participation of our management, including the acting chairman, acting president
and vice president. Based on that evaluation, they concluded that our disclosure
controls and procedures are effective to ensure that information  required to be
disclosed by us in reports that we file or submit under the Securities  Exchange
Act of 1934 is recorded,  processed,  summarized  and  reported  within the time
periods specified in Securities and Exchange  Commission rules and forms. During
the most recently completed fiscal quarter, there has been no significant change
in our internal control over financial  reporting that has materially  affected,
or is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial reporting.

                                       26



<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: September 30, 2003            INTERCOM SYSTEMS, INC.
                                     (Registrant)


                                     By: /s/ Robert H. Donehew
                                        -----------------------
Donehew                                 Name:    Robert H. Donehew
                                        Title:   acting Chairman, acting
                                                 President, Vice President,
                                                 Treasurer and Director
                                                 (Principal Accounting
                                                  and Financial Officer)

     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.

<TABLE>
<CAPTION>
        <S>                            <C>                                              <C>


/s/ Robert H. Donehew      acting Chairman, acting President, Vice                 September 30, 2003
-------------------------- President, Treasurer and Director (Principal
Robert H. Donehew          Accounting and Financial Officer)


 /s/  Anthony Charos       Director                                                September 30, 2003
-------------------------
Anthony Charos


 /s/ John F. McCarthy      Director                                                September 30, 2003
-------------------------
John F. McCarthy, III
</TABLE>


                                       27

<PAGE>


                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>
<S>                <C>                                            <C>                  <C>              <C>


                                                             Incorporated By
Exhibit                                                         Reference
Number         Description                                    from Document     No. in Document         Page
-------------- -------------------------------------------- ------------------- ---------------- -------------------

                                                                                                         -
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, dated as             B                10.1                -
               of March 15, 2001, between the Registrant
               and certain directors

10.1.1         Schedule of Stock Option Agreements in the           B               10.1.1               -
               form of Exhibit 10.1, including material
               detail in which such documents differ from
               Exhibit 10.1
                                                                    -                              Filed herewith
10.1.2         Schedule of Stock Option Agreements in the                              -
               Form of Exhibit 10.1 including material
               detail in which such documents differ from
               Exhibit 10.1
                                                                    -                              Filed herewith
10.2           Stock Option Agreement, dated June 13,                                  -
               2003 between registrant and Robert H.
               Donehew
               Section 302 Certification                            -                  -           Filed herewith
31.1
               Section 906 Certification                            -                  -           Filed herewith
32.1

99.1           Risk Factors                                         -                  -           Filed herewith
</TABLE>

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

B. Annual Report on Form 10-KSB for the fiscal year ended June 30, 2001.

                                       28