SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                  FORM 10-KSB/A

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

         For the fiscal year ended   June 30, 2000
                                     ------------

[     ] TRANSITION REPORT PURSUANT TO 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: None


       Securities registered under Section 12(g) of the Exchange Act: None





The undersigned registrant hereby amends its Annual Report on Form 10-KSB for
the fiscal year ended June 30, 2000 as set forth in the pages attached hereto:

ITEM 7.           Financial Statements


<Page>

                             INTERCOM SYSTEMS, INC.

                 JUNE 30, 2000, JUNE 25, 1999 AND JUNE 26, 1998















Index to Financial Statements:                                             Page
                                                                           ----

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

Balance Sheets for the fiscal years ended
     June 30, 2000, June 25, 1999 and June 26, 1998........................F-2

Statements of Operations for the fiscal years ended
     June 30, 2000, June 25, 1999 and June 26, 1998........................F-3

Statements of Stockholders' Equity for the fiscal years ended
     June 30, 2000, June 25, 1999 and June 26, 1998........................F-4

Statements of Cash Flows for the fiscal years ended
     June 30, 2000, June 25, 1999 and June 26, 1998........................F-5


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





                                       1















<Page>


                          INDEPENDENT AUDITORS' REPORT





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


We have audited the accompanying balance sheets of Intercom Systems, Inc., as of
June 30, 2000, June 25, 1999 and June 26, 1998 and the related statements of
operations, stockholders' equity and cash flows for the fiscal years then ended.
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, 2000, June 25, 1999 and June 26, 1998 and the results of its operations
and cash flows for the fiscal years then ended in conformity with accounting
principles generally accepted in the United States of America.


                                                   /s/ Bederson & Company LLP
                                                   BEDERSON & COMPANY LLP





West Orange, New Jersey January 8, 2001,
except for Note 7, which is as of March
20, 2002.


                                      F-1
<Page>


                             INTERCOM SYSTEMS, INC.
                                 BALANCE SHEETS
                 JUNE 30, 2000, JUNE 25, 1999 AND JUNE 26, 1998









                                     ASSETS

                                   June 30,       June 25,        June 26,
                                     2000           1999           1998
                                 ------------   ------------   -------------

CURRENT ASSETS:
  Cash and cash equivalents       $  169,923     $  168,469     $  180,677
                                  ==========     ==========     ==========





                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued
    expenses                      $    38,502     $   15,000     $   21,134
                                  -----------     ----------     ----------


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          4,000          4,000
  Additional capital in excess
    of par value                    5,200,000      5,200,000      5,200,000
  Accumulated deficit              (5,072,579)    (5,050,531)    (5,044,457)
                                   ----------     ----------    -----------

  TOTAL STOCKHOLDERS' EQUITY          131,421        153,469        159,543
                                  -----------    -----------    -----------


TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY            $   169,923     $  168,469     $  180,677
                                  ===========     ==========     ==========










                          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 25,        June 26,
                                          2000          1999             1998
                                      -----------   ------------     -----------

REVENUES:
  Interest                           $     7,032    $     7,144      $     2,867
                                     -----------    -----------      -----------


EXPENSES:
  Professional fees                       22,482          6,750            5,000
  Corporate transfer agent
    fees and bank charges                  3,198          3,088            2,600
  Franchise taxes                          3,400          3,380            3,244
                                     -----------   ------------      -----------

  TOTAL EXPENSES                          29,080         13,218           10,844
                                     -----------   ------------      -----------

NET LOSS                             $   (22,048)   $    (6,074)     $   (7,977)
                                     ===========    ===========      ===========

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

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                   8,008,229      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, 2000, JUNE 25, 1999 AND JUNE 26, 1998

<Table>
<Caption>



                                                                       Additional Capital                            Total
                                         Common Stock                      in Exchess          Accumulated        Stockholder
                                 Shares               Par Value           of Par Value           Deficit            Equity
                                 ------               ---------     --------------------       -----------        -----------
<S>                              <C>                   <C>                    <C>                   <C>               <C>

BALANCE - June 28, 1997             8,008,229            $ 4,000               $5,200,000        $(5,036,480)        $167,520

  Net loss                             -                  -                        -                  (7,977)          (7,977)
                              ---------------         ----------          ---------------      -------------       ----------

BALANCE - June 26, 1998             8,008,229              4,000                5,200,000         (5,044,457)         159,543

  Net loss                             -                  -                        -                  (6,074)          (6,074)
                              ---------------        -----------          ---------------      -------------        ---------

BALANCE - June 25, 1999             8,008,229              4,000                5,200,000         (5,050,531)         153,469

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

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


</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 25,   June 26,
                                                2000        1999        1998
                                            ----------- ------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                    $(22,048)   $  (6,074) $  (7,977)
  Adjustments to reconcile net loss to
  net cash from operating activities:
    Increase (decrease) in:
      Accounts payable and accrued expenses     23,502       (6,134)     6,494
                                             ---------    ---------   --------

  NET CASH PROVIDED BY (USED BY)
    OPERATING ACTIVITIES                         1,454      (12,208)    (1,483)
                                            ----------    ---------   --------

NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS                      1,454      (12,208)    (1,483)

CASH AND CASH EQUIVALENTS - beginning         168,469      180,677    182,160
                                            ----------    ---------  ---------

CASH AND CASH EQUIVALENTS - ending            $169,923     $168,469   $180,677
                                            ==========     ========   ========



















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

                                      F-5
<Page>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 JUNE 30, 2000, JUNE 25, 1999 AND JUNE 26, 1998



NOTE 1 - CORPORATE OPERATIONS

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

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

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

           The Company's current business plan is primarily to serve as a
           vehicle for the acquisition of a target business that the Company
           believes will have significant growth potential. The Company intends
           to use the Company's available cash, capital stock, debt or a
           combination of these to effect a business combination. The Company
           intends to become current with its filings under the Securities
           Exchange Act of 1934 and then to become listed on the OTC Bulletin
           Board (see Note 7).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

           Fiscal Year
           The Company's fiscal year ends on the last Friday in June, which
           results in a fiscal year that is either 52 or 53 weeks long. The
           accompanying statements of operations, stockholders' equity and cash
           flows are for the fiscal years ended June 30, 2000, which consisted
           of 53 weeks, and June 25, 1999 and June 26, 1998, each 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, 2000, JUNE 25, 1999 AND JUNE 26, 1998



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.

NOTE 3 - CONCENTRATIONS OF CREDIT RISK

           The financial instruments subject to credit risk are primarily cash
           and cash equivalents. The Company places temporary cash investments
           in a money-market fund that invests solely in short-term obligations
           of the U.S. Treasury and repurchase agreements fully collateralized
           by obligations of the U.S. Treasury. These investments are not
           insured by the Federal Deposit Insurance Corporation (FDIC) or any
           other agency and are subject to investment risk, including possible
           loss of principal. The uninsured balance included in cash equivalents
           at June 30, 2000 was $145,045.

NOTE 4 - INCOME TAXES

           The Company had net operating loss carryforwards (NOLs) of
           approximately $3,300,000 at June 30, 2000, for Federal and state
           income tax reporting purposes. In addition the Company has Investment
           Tax Credit (ITC) carryforwards of approximately $2,500, and Research
           and Development Tax Credit (R&DTC) carryforwards of approximately
           $27,000, at June 30, 2000. These losses and tax credits create a
           deferred tax asset at June 30, 2000. The Company has recorded a 100%
           valuation allowance against deferred tax assets. Current Federal and
           state income tax benefits of approximately $7,000, $2,000 and $3,000
           for the fiscal years ended June 30, 2000, June 25, 1999 and June 26,
           1998, respectively, are fully reserved due to the uncertainty of
           their ultimate realization.



                                      F-7
<Page>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 JUNE 30, 2000, JUNE 25, 1999 AND JUNE 26, 1998


NOTE 4 - INCOME TAXES (Continued)

           The tax effects of significant items composing the Company's net
           deferred tax asset, as of June 30, 2000, are as follows:

                  Deferred tax asset:
                    Federal NOLs                                  $    927,891
                    State NOLs                                         248,174
                    ITC                                                  2,506
                    R&DTC                                               27,249
                                                                  -------------
                                                                     1,205,820
                  Valuation allowance                               (1,205,820)
                                                                  -------------
                  Net deferred tax asset                          $         -
                                                                  =============

            The Investment Tax Credit and Research and Development Tax Credit
            carryforwards began expiring in 1998 and will fully expire in 2001.
            Federal and state NOLs expire fifteen years, from the year in which
            the losses were incurred, for all losses incurred before fiscal
            1998, and twenty years for all losses incurred after fiscal 1997.
            The Federal and state NOLs began expiring in the year 2000. In
            addition, the Internal Revenue Code contains provisions, which may
            limit the net operating loss carryforward that 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
NOLs:

                  Fiscal                                     Approximate
                   Year                                      NOLs Expiring
                  ------                                     -------------
                   2001                                       $1,596,000
                   2004                                        1,107,000
                   2005                                          517,000
                   2006                                           37,000
                   2007                                            2,000
                   2009                                            1,000
                   2010                                            4,000
                   2020                                           36,000
                                                             ------------
                                                              $3,300,000

NOTE 5 - STOCK OPTIONS AND WARRANTS

           On April 21, 1986, the Company adopted a Stock Option Plan (the
           "Non-ISO Plan"). This plan, as amended, provides for the granting of
           options to employees and officers of the Company to purchase not more
           than 1,000,000 shares of Common Stock. The Non-ISO Plan expired April
           20, 1996; however, options previously granted continued to be
           exercisable for ten (10) years after the date of grant.


                                      F-8
<Page>


                             INTERCOM SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 JUNE 30, 2000, JUNE 25, 1999 AND JUNE 26, 1998



NOTE 5 - STOCK OPTIONS AND WARRANTS (Continued)

           The following is a summary of activity and information relating to
           shares subject to options under the Non-ISO Plan for the years ended:

<Table>
<Caption>

                                                                                  Non-ISO Plan Only
                                                                         ----------------------------------------
                                                                                    Fiscal year ended
                                                                                    -----------------
                                                                          June 30,      June 25,        June 26,
                                                                            2000           1999           1998
                                                                         ----------     ----------     ----------
<S>                                                                  <C>                  <C>           <C>

                Shares under option, beginning of year                      -             205,000        205,000

                Options granted                                             -              -               -

                Options cancelled, expired                                  -            (205,000)         -
                                                                         ----------     ----------     ----------

                Shares under option, end of year
                  (exercise price $.25 per share)                           -               -             205,000
                                                                         ==========     ==========     ==========

                Options exercisable, end of year
                  (exercise price $.25 per share)                           -               -            205,000
                                                                         ==========     ==========     ==========

                Shares available for future grant                           -               -              -
                                                                         ==========     ==========     ==========
</Table>

           Other Stock Purchase 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 6 - 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. These
            people provide the Company with the use of personnel for
            administrative services, including secretarial and bookkeeping
            services, at a minimal cost.

            The Company's principal executive offices, fixtures, furniture and
            equipment are provided to the Company by its current officers and
            directors at a minimal cost. The Company believes that the present
            arrangement is adequate and suitable to meet its needs into the near
            future.

                                      F-9

<page>

NOTE 7 - 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 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 March 1, 2001, the Company filed its Annual Report on Form
            10-KSB that included the Company's balance sheet as of June 30, 2000
            and the related statements of operations, stockholders' equity and
            cash flows for the fiscal years ended June 30, 2000, June 25, 1999
            and June 26, 1998. The Company is filing an amendment to the Form
            10-KSB to also 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 once the SEC reviews and accepts the Form
            10-KSB/A, the Company will be current with its reporting obligations
            under the Securities Exchange Act of 1934. The Company then intends
            to become listed on the OTC Bulletin Board, although there is no
            assurance that it will be successful in doing so.




                                      F-10

<Page>
                         SIGNATURES


                  In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                                      INTERCOM SYSTEMS, INC.
                                      (Registrant)


Dated:   April 9, 2002
                                      By: /s/ Robert H. Donehew
                                      Robert H. Donehew
                                      Vice President and Treasurer
                                      (Principal Financial
                                      and Accounting Officer)




                                       11