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, 2002
                            -------------

                                       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: $892

     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 11, 2002,  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.

                         2002 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                                        7
  ITEM 3.   LEGAL PROCEEDINGS                                                7
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              7
PART II                                                                      8
  ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS         8
  ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS                                        8
  ITEM 7.   FINANCIAL STATEMENTS                                            10
  ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE.                                       22
PART III                                                                    22
  ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.             22
  ITEM 10.  EXECUTIVE COMPENSATION                                          23
  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  23
  ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  25
  ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                                25
  ITEM 14.  CONTROLS AND PROCEDURES                                         25



<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 30, 2002, the Company had $35,741 in cash and cash  equivalents,
no other assets and $29,114 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,  we have taken 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.  The process to become listed on the OTC Bulletin
Board has been  initiated.  We hope to become  listed on the OTC Bulletin  Board
sometime in 2002,  although  there is no assurance that we will be successful in
doing so.

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;

                                       4


<PAGE>


     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.

     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.

                                       5

<PAGE>


     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.

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.)

                                       6

<PAGE>

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 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.

                                       7
<PAGE>


                                     PART II


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

Market Information

     Our common  stock is  currently  quoted on the NQB Pink  Sheets  and,  as a
result,  trading activity,  if any, is very limited.  Of the 8,008,229 shares of
shares of 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
remaining  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.

Holders

     As of October  11,  2002,  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.

                                       8

<PAGE>

     Management  believes  that  the  Company  is  current  with  its  reporting
obligations  under the Securities  Exchange Act of 1934. The Company  intends to
become listed on the OTC Bulletin Board,  although there is no assurance that it
will be successful in doing so (See Note 8 to the Financial Statements).

     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 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,  the  Company's  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, the Company changed its 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, 2002 and June 29, 2001, both of which consisted of 52 weeks.

Financial Condition

     At June 30,  2002,  we had total  current  assets of $35,741 as compared to
total  current  assets  of  $86,513  at June  29,  2001.  We had  total  current
liabilities  of  $29,114  at  June  30,  2002,  as  compared  to  total  current
liabilities  of $10,544 at June 29, 2001.  At June 30,  2002,  our net worth was
$6,627,  as compared to a net worth of $75,969 at June 29, 2001. The decrease in
net worth was the result of the net loss of $69,342 for fiscal 2002.

Liquidity and Capital Resources

     The only  asset we possess  is cash and cash  equivalents  in the amount of
approximately  $35,741  at  June  30,  2002,  of  which  $11,267  was  held in a
money-market  fund,  bearing interest at 1.08%.  This  money-market fund invests
exclusively  in  short-term  obligations  of the U.S.  Treasury  and  repurchase
agreements fully collateralized 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 unforseen  obstacles,  we cannot assure you that we will be successful
in this effort.

     As shown in the accompanying  financial statements,  the Company incurred a
net loss of $69,342  during the year ended June 30,  2002,  and as of that date,
the Company's working capital was insufficient to satisfy projected expenses for
the next fiscal year. Those factors,  as well as the Company's lack of operating
revenue,  create an  uncertainty  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 on the plan's success.

     We anticipate  that our cash reserves will last us  approximately  nine (9)
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,  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.

                                       9

<PAGE>

     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
revenue of $892 and $6,004 for the fiscal years ended June 30, 2002 and June 29,
2001, respectively. Interest revenue declined due to the consumption of invested
funds to pay operating  expenses and a reduction of the interest rate yield from
3.41% to 1.08% during the fiscal year ended June 30, 2002.

     General,  administrative and other expenses,  including accounting,  legal,
corporate transfer agent,  management and administrative  fees,  franchise taxes
and bank service charges,  were $70,234 for the fiscal year ended June 30, 2002,
as compared to $61,456 for the fiscal year ended June 29, 2001.  The increase in
general,  administrative  and other expenses was due primarily to an increase in
professional fees of $8,168 and contract labor costs of $1,100.


ITEM 7.  FINANCIAL STATEMENTS.

         Index to Financial Statements:                                     Page
                                                                            ----

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

         Balance Sheet as of June 30, 2002...................................F-2

         Statements of Operations for the fiscal years ended
                  June 30, 2002 and June 30, 2001............................F-3

         Statements of Stockholders' Equity for the fiscal years ended
                  June 30, 2002 and June 30, 2001............................F-4

         Statements of Cash Flows for the fiscal years ended
                  June 30, 2002 and June 30, 2001............................F-5

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

                                       10

<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 30, 2002 and the related statements of operations, stockholders' equity and
cash flows for the fiscal years ended June 30, 2002 and June 29, 2001. 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, 2002 and the results of its operations and cash flows for the fiscal
years ended June 30, 2002 and June 29, 2001 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
fiscal 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
August 23, 2002


                                      F-1

<PAGE>


                             INTERCOM SYSTEMS, INC.
                                  BALANCE SHEET
                                  JUNE 30, 2002


                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                         $    35,741
                                                                    -----------


TOTAL CURRENT ASSETS                                                $    35,741
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                             $    29,114
                                                                    -----------


  TOTAL CURRENT LIABILITIES                                              29,114
                                                                    -----------


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                                                (5,197,373)
                                                                    -----------

  TOTAL STOCKHOLDERS' EQUITY                                              6,627
                                                                    -----------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $    35,741
                                                                    ===========



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

                                      F-2

<PAGE>


                             INTERCOM SYSTEMS, INC.
                            STATEMENTS OF OPERATIONS


                                                          Fiscal Years Ended
                                                        ---------------------
                                                         June 30,      June 29,
                                                           2002          2001
                                                        --------       --------

REVENUES:
  Interest                                           $       892    $     6,004
                                                     -----------    -----------


EXPENSES:
  Professional fees                                       53,944         45,776
  Management and administrative fees                       6,000          6,000
  Corporate transfer
      agent fees and miscellaneous expenses                6,156          5,929
  Franchise taxes                                          3,034          3,751
  Contract labor                                           1,100              -
                                                     -----------    -----------

  TOTAL EXPENSES                                          70,234         61,456
                                                     -----------    -----------

NET LOSS                                             $   (69,342)   $   (55,452)
                                                     ===========    ===========

BASIC AND DILUTED NET LOSS PER SHARE                 $      (.01)   $      (.01)
                                                      ===========    ===========
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                                    8,008,229      8,008,229
                                                      ===========    ===========


                          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 30, 2002 AND JUNE 29, 2001

<TABLE>
<CAPTION>


                                                          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 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

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

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

</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 30,        June 29,
                                                   2002             2001
                                              ------------     ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                    $ (69,342)       $ (55,452)
  Adjustments to reconcile net loss to
  net cash from operating activities:
    Increase (decrease) in:
      Accounts payable and accrued expenses      18,570          (27,958)
                                              ---------        ---------

  NET CASH USED BY OPERATING ACTIVITIES         (50,772)         (83,410)
                                              ---------        ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS       (50,772)         (83,410)
                                              ---------        ---------

CASH AND CASH EQUIVALENTS - beginning            86,513          169,923
                                              ---------        ---------

CASH AND CASH EQUIVALENTS - ending            $  35,741        $  86,513
                                              =========        =========


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


                                      F-5

<PAGE>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         JUNE 30, 2002 AND JUNE 29, 2001



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  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  places  temporary  cash  investments  in a
          money-market  fund that is insured by the  Federal  Deposit  Insurance
          Corporation  (FDIC),  but is subject  to  interest  rate  risk,  which
          affects the market  value of the  investment.  These  investments  are
          reported at their fair value.  Income related to these  investments is
          reported as interest income.

          Fiscal Year
          Previously,  the  Company's  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, the Company  changed its 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, 2002 and June
          29, 2001, both of which consisted of 52 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 30, 2002 AND JUNE 29, 2001


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   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 places temporary cash investments in
          a money-market fund that invests exclusively in short-term obligations
          of the U.S.  Treasury and repurchase  agreements fully  collateralized
          obligations  of the U.S.  Treasury.,  but is subject to interest  rate
          risk,  which affects the market value of the  investment.  The balance
          invested in a money-market fund at June 30, 2002 was $11,267.


                                      F-7



<PAGE>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         JUNE 30, 2002 AND JUNE 29, 2001


NOTE 4 - INCOME TAXES

          The Company had net operating  loss  carryforwards  (NOLs) at June 30,
          2002 of approximately $1,842,000 for Federal,  $1,717,000 for New York
          state and $131,000 for Georgia  state income tax  reporting  purposes.
          These losses create a deferred tax asset at June 30, 2002. The Company
          has recorded a 100% valuation  allowance  against deferred tax assets.
          Current Federal and state income tax benefits of approximately $24,000
          and  $18,000  for the fiscal  years  ended June 30,  2002 and June 29,
          2001, 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 30, 2002, are as follows:

                  Deferred tax asset:
                    Federal NOLs                      $ 516,000
                    New York State NOLs                 129,000
                    Georgia State NOLs                    7,000
                                                   ------------
                                                        652,000

                  Valuation allowance                  (652,000)
                                                      ---------

                  Net deferred tax asset              $       -
                                                   ============

          The valuation  allowance  increased by  approximately  $24,000  during
          fiscal 2002 due to  operating  losses and  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
                   2022                                69,000
                                                  -----------

                                                   $1,842,000
                                                  ===========

                                      F-8

<PAGE>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         JUNE 30, 2002 AND JUNE 29, 2001


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  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.

          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

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

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


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

                                                          Fiscal year ended
                                                      --------------------------
                                                       June 30,        June 29,
                                                         2002            2001
                                                      ---------        ---------

          Shares under option, beginning of year        280,000                -

          Options granted                                     -          280,000

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

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

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

          Weighted-average remaining
            contractual life                         3.71 years       4.71 years
                                                     ==========       ==========

          All options expire five (5) years after date of grant.


                                      F-9

<PAGE>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         JUNE 30, 2002 AND JUNE 29, 2001


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 for each of the fiscal  years  ended June 30, 2002 and June 29,
          2001. 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.  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  fiscal  2002.
          Management  believes  that the Company is current  with its  reporting
          obligations  under the  Securities  Exchange Act of 1934.  The Company
          intends to become listed on the OTC Bulletin Board,  although there is
          no assurance that it will be successful in doing so.

          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>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         JUNE 30, 2002 AND JUNE 29, 2001

NOTE 9 - GOING CONCERN

          As  shown  in  the  accompanying  financial  statements,  the  Company
          incurred  a net loss of $69,342  during the year ended June 30,  2002,
          and as of that date, the Company's working capital was insufficient to
          satisfy projected expenses for the next fiscal year. Those factors, as
          well as the Company's lack of operating revenue, create an uncertainty
          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 on the plan's success.  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.


                                    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         57     President and Chairman

      Robert H. Donehew            50     Vice President, Treasurer and Director

      Anthony Charos               38     Director

      John F. McCarthy             57     Director

     Frederick A. Huttner has served as our  chairman and  president  since June
2000. Since March 2000, Mr. Huttner has been a director of Miresco  Investments,
Inc. 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.  Since June 2000, Mr. Huttner has been a
principal 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.  Mr.  Donehew has served as the president 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 its audit  committee  since February 2001.  Since May 2000, Mr. Charos
has served as a director of Golf  Rounds.com,  Inc., a public company trading on
the OTCBB 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.  Since  October  2001,  Mr.  Charos has been a sales  representative  with
Weichert Realty.

                                       22

<PAGE>


     John F. McCarthy has served as one of our  directors  since June 2000 and a
member of its 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., a public company
trading on the OTCBB.  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. In addition, from 1982
until 1985, Mr. McCarthy was an Arbitrator with the NASD.

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, 2002, 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, our only officers,  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 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 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
October 11, 2002, and it is based on information obtained from each of the below
named persons.  On October 11, 2002 there were 8,008,229  shares of common stock
outstanding.

                                       23

<PAGE>


                                        Number of Shares             Percent of
Name and Address of                     of Common Stock             Outstanding
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.

(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.

                                       24

<PAGE>


(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.

     None.


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

     (a) Exhibits Filed.

     None.

     (b) Reports on Form 8-K.

     None.


ITEM 14. CONTROLS AND PROCEDURES

     Under  the  supervision  and  with  the  participation  of our  management,
including our principal  executive officer and principal  financial officer,  we
have evaluated the  effectiveness  of the design and operation of our disclosure
controls and procedures  within 90 days of the filing date of the annual report,
and, based on their  evaluation,  our principal  executive officer and principal
financial  officer  have  concluded  that these  controls  and  procedures  are
effective.  There were no  significant  changes in our  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their evaluation.

     Disclosure controls and procedures are our controls and procedures that are
designed  to ensure  that  information  required  to be  disclosed  by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and  communicated  to our management,  including our
principal  executive officer and principal  financial officer, as appropriate to
allow timely decisions regarding disclosure.


                                       25

<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 11, 2002           INTERCOM SYSTEMS, INC.
                                  (Registrant)


                                  By: /s/ Frederick A. Huttner
                                      ---------------------------------------
                                      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 11, 2002
------------------------
Frederick A. Huttner


/s/ Robert H. Donehew       Vice President, Treasurer           October 11, 2002
---------------------       and Director (Principal
Robert H. Donehew           Accounting and Financial Officer)


/s/ Anthony Charos          Director                            October 11, 2002
------------------
Anthony Charos


/s/ John F. McCarthy        Director                            October 11, 2002
--------------------
John F. McCarthy III

                                       26

<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Intercom  Systems,  Inc. (the "Company")
on Form 10-KSB for the period  ended June 30, 2002 as filed with the  Securities
and  Exchange  Commission  (the  "Report"),  each  of  the  undersigned,  in the
capacities and on the dates indicated  below,  hereby  certifies  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

1. the Report fully complies with the  requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. the  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operation of the Company.

Dated: October 11, 2002          By: /s/ Frederick A. Huttner
                                     ------------------------
                                     Frederick A. Huttner
                                     President and Chairman

Dated: October 11, 2002          By: /s/ Robert H. Donehew
                                     ------------------------
                                     Robert H. Donehew
                                     Vice President, Treasurer and Director

                                       27

<PAGE>


                            CERTIFICATATION PURSUANT
                       TO RULE 13a-14 AND 15d-14 UNDER THE
                   SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                 CERTIFICATIONS

I, Frederick A. Huttner, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Intercom Systems, Inc.;

2.  based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  the  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the  registrant and have:

(a) designed  such  disclosure  controls and  procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period  in which  this  annual  report  is being  prepared;

(b) evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date within 90 days of the filing date of this annual report
(the "Evaluation Date"); and

(c)  presented  in this  annual  report our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and to the audit committee
of the  registrant's  board of directors (or persons  performing  the equivalent
functions):

(a) all  significant  deficiencies  in the design or  operation  of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls;  and

(b) any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. the  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses

Dated: October 11, 2002          By: /s/ Frederick A. Huttner
                                     ------------------------
                                     Frederick A. Huttner
                                     President and Chairman

                                       28

<PAGE>


                            CERTIFICATATION PURSUANT
                       TO RULE 13a-14 AND 15d-14 UNDER THE
                   SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                 CERTIFICATIONS

I, Robert H. Donehew, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Intercom Systems, Inc.;

2.  based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  the  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a) designed  such  disclosure  controls and  procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

(b) evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date within 90 days of the filing date of this annual report
(the "Evaluation Date"); and

(c) presented in this annual report our conclusions  about the  effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and to the audit committee
of the  registrant's  board of directors (or persons  performing  the equivalent
functions):

(a) all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

(b) any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. the  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Dated: October 11, 2002          By: /s/ Robert H. Donehew
                                     ------------------------
                                     Robert H. Donehew
                                     Vice President, Treasurer and Director

                                       29

<PAGE>


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

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

3.1        Certificate of Incorporation            A           3.1         B
3.2        By-laws                                 A           3.2         B
4.1        Form of public warrant                  A           4.1         B
10.1       Form of Stock Option Agreement,
           dated as of March 15, 2001,             C          10.1         B
           between the Registrant and certain
           directors
10.1.1     Schedule of Stock Option Agreements     C         10.1.1        B
           in the form of Exhibit 10.1,
           including material detail in which
           such documents differ from Exhibit
           10.1
99.1       Risk Factors                            -           -         Filed
                                                                        herewith
--------------

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, 2000.

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

                                       30