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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000891092-04-005704.txt : 20041124
<SEC-HEADER>0000891092-04-005704.hdr.sgml : 20041124
<ACCEPTANCE-DATETIME>20041124130912
ACCESSION NUMBER:		0000891092-04-005704
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20041122
ITEM INFORMATION:		Changes in Registrant.s Certifying Accountant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041124
DATE AS OF CHANGE:		20041124

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTELLIGENT SYSTEMS CORP
		CENTRAL INDEX KEY:			0000320340
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				581964787
		STATE OF INCORPORATION:			GA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09330
		FILM NUMBER:		041166253

	BUSINESS ADDRESS:	
		STREET 1:		4355 SHACKLEFORD RD
		CITY:			NORCROSS
		STATE:			GA
		ZIP:			30093
		BUSINESS PHONE:		4043812900

	MAIL ADDRESS:	
		STREET 1:		4355 SHACKLEFORD ROAD
		CITY:			NORCROSS
		STATE:			GA
		ZIP:			30093
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e19817_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 22, 2004

                         INTELLIGENT SYSTEMS CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


             Georgia                    1-9330               58-1964787
  (State or other jurisdiction        Commission          (I.R.S. Employer
of incorporation or organization)     file number        Identification No.)



  4355 Shackleford Road, Norcross, Georgia                            30093
- --------------------------------------------------------------------------------
  (Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code: (770) 381-2900

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFP
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4 (c))

<PAGE>

ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

On  November  22,  2004,  the  Audit  Committee  of the  Board of  Directors  of
Intelligent Systems Corporation ("Intelligent Systems") dismissed its Registered
Public  Accounting Firm, BDO Seidman,  LLP ("BDO") and appointed Tauber & Balser
P.C. ("Tauber") as its new Registered Public Accounting Firm for its fiscal year
ending December 31, 2004.

The audit  reports  issued by BDO on the  consolidated  financial  statements of
Intelligent  Systems as of and for the fiscal years ended  December 31, 2003 and
December 31, 2002 did not contain any adverse  opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles.

During the period from BDO's appointment on July 3, 2002 and through the date of
this Form 8-K, there were no disagreements  between  Intelligent Systems and BDO
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure,  or auditing  scope or  procedure,  which,  if not resolved to BDO's
satisfaction,  would have caused BDO to make  reference to the subject matter of
the  disagreements  in  connection  with its  reports  on  Intelligent  Systems'
consolidated  financial  statements  for such  periods,  nor have there been any
reportable events as listed in Item 304 (a)(1)(iv) of Regulation S-B.

Intelligent Systems provided BDO with a copy of the foregoing disclosures, and a
letter from BDO confirming  its agreement with these  disclosures is attached as
Exhibit 16.1 to this report.

During Intelligent Systems' two most recent fiscal years and through the date of
this Form 8-K,  Intelligent Systems has not consulted with any other independent
accountant,  including Tauber,  with respect to any of the matters or reportable
events set forth in Item 304(a)(2) of Regulation S-B.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

      16.1  Letter from BDO Seidman, LLP.

      99.1  Press release issued by Intelligent  Systems Corporation on November
            24, 2004.


                                       2
<PAGE>

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date: November 24, 2004              INTELLIGENT SYSTEMS CORPORATION
                                     (Registrant)

                                     /s/ Bonnie L. Herron
                                     --------------------
                                 By: Bonnie L. Herron
                                     Chief Financial Officer

                                  Exhibit Index

Exhibit Number    Description
- --------------    -----------

16.1          Letter from BDO Seidman, LLP

99.1          Press release  issued by  Intelligent  Systems  Corporation on
              November 24, 2004


                                       3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>2
<FILENAME>e19817ex16_1.txt
<DESCRIPTION>LETTER FROM BDO SEIDMAN
<TEXT>
                                                                    Exhibit 16.1

November 23, 2004

Securities and Exchange Commission
450 West Fifth Street N.W.
Washington DC 20549

Ladies and Gentlemen

We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that occurred on November 22, 2004, to be filed by our former client,
Intelligent Systems Corporation. We agree with the statements made in the
response to that Item insofar as they relate to our Firm.

Yours truly,

/s/ BDO Seidman, LLP

cc: Mr. James V. Napier, Audit Committee Chair
    Ms. Bonnie L. Herron, CFO


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>e19817ex99_1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

        Intelligent Systems Appoints Tauber & Balser, P.C. as Auditor

    NORCROSS, Ga., Nov. 24 /PRNewswire-FirstCall/ -- Intelligent Systems
Corporation (Amex: INS)( http://www.intelsys.com ) announced today that it has
appointed Tauber & Balser, P.C. as the company's Registered Public Accounting
Firm effective immediately to replace the company's former Registered Public
Accounting Firm, BDO Seidman, LLP.  The appointment was approved by the Audit
Committee of the Board of Directors of the company.
    Bonnie Herron, Chief Financial Officer and Vice President, said, "After a
thorough analysis and review of the company's audit requirements and available
alternatives, we are pleased to engage Tauber & Balser, P.C. as the company's
new Registered Public Accounting Firm. We are convinced they have the resources
and experience to provide us with timely, efficient and cost effective
independent audit services."
    The company is filing today a Form 8-K with the Securities and Exchange
Commission regarding the appointment of Tauber & Balser, P.C.

    About Intelligent Systems Corporation
    For thirty years, Intelligent Systems Corporation (Amex: INS) has
identified, created, operated and grown early stage technology companies. The
company has operations and investments, principally in the information
technology industry. The company's consolidated subsidiaries include VISaer,
Inc. ( http://www.visaer.com ), QS Technologies, Inc.
( http://www.qsinc.com ), CoreCard Software, Inc. ( http://www.corecard.com ),
(all three being software companies) and ChemFree Corporation (
http://www.chemfree.com ), (an industrial products company). Since 1990, the
company has operated the Intelligent Systems Incubator, an award-winning pioneer
in privately sponsored incubators. Further information is available on the
company's website at http://www.intelsys.com , or by calling the company at
770-381-2900.

    About Tauber & Balser, P.C.
    Tauber & Balser, P.C. is one of the leading accounting and consulting firms
in Atlanta, Georgia. Since 1968, the professionals of Tauber & Balser, P.C. have
provided their clients with a well-rounded team of talent. Tauber & Balser, P.C.
provides specialized services for public companies as well as private and
non-profit clients in a variety of industries, including technology and
manufacturing. Tauber & Balser, P.C. is a member of The Center for Public
Company Audit Firms of the American Institute of Certified Public Accountants,
is a Registered Accounting Firm of the Public Company Accounting Oversight Board
and a member of CPA Associates International, an association of independent
certified and chartered accounting firms with more than 120 member firms in 60
countries.

    In addition to historical information, this news release may contain
forward-looking statements relating to Intelligent Systems and its subsidiary
and affiliated companies. These statements include all statements that are not
statements of historical fact regarding the intent, belief or expectations of
Intelligent Systems and its management with respect to, among other things,
results of operations, product plans, and financial condition. The words "may,"
"will," "anticipate," "believe," "intend," "expect," "estimate," "plan,"
"strategy" and similar expressions are intended to identify forward- looking
statements. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties and that actual results may differ materially from those
contemplated by such forward-looking statements. The company does not undertake
to update or revise any forward-looking statements whether as a result of new
developments or otherwise.

For further information, call
Bonnie Herron, 770/564-5504
or email to bherron@intelsys.com

SOURCE  Intelligent Systems Corporation
    -0-                             11/24/2004
    /CONTACT:  Bonnie Herron of Intelligent Systems Corporation,
+1-770-564-5504, or bherron@intelsys.com /
    /Web site:  http://www.intelsys.com
                http://www.visaer.com
                http://www.qsinc.com
                http://www.corecard.com
                http://www.chemfree.com /
    (INS)

CO:  Intelligent Systems Corporation; Tauber & Balser, P.C.; BDO Seidman, LLP
ST:  Georgia
IN:  CPR
SU:


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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