SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________________________________________________________
Date of Report (date of earlist event reported): March 12, 1998
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AMERICAN DIGITAL COMMUNICATIONS, INC.
(Exact Name of Registrant as specified in its Charter)
WYOMING
(State of Incorporation)
0-28506 13-3411167
(Commission File Number) (I.R.S. Employer ID No.)
5575 DTC Parkway, Suite 355, Englewood, Colorado 80111
(Address of Principle Executive Offices, incl. Zip Code)
Registrant's telephone number, incl. area code: (303) 770-8283
_____________________________________________________________
(Former name or former address, if changed since last report)
Item 4. Change in the Registrant's Certified Accountant.
(a) Effective March 12, 1998, American Digital Communications,
Inc. ("Company") engaged the firm of Stark, Tinter & Assoc. of
Englewood, Colorado, as its independent auditors, and dismissed
the former accountants, Causey Demgen & Moore, on the same date.
(b) In connection with the audit of the Company's balance sheet
as of February 28, 1997, and of the Company's statements of
operations and cash flows for the fiscal year ended February 28,
1997 and 1996, and as of the date of this report, there have
not been any disagreements with the former accountants on any
matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure requiring
disclosure hereunder.
(c) The former accountants' report dated April 18, 1997, upon
the Company's balance sheet as of February 28, 1997, and the
Company's statements of operations and cash flows for the fiscal
years ended February 28, 1997 and 1996, have not contained an
adverse opinion or a disclaimer of opinion, nor been qualified
as to uncertainty, audit scope or accounting principles.
(d) The Company files herewith copies of the former
accountant's letter addressed to the Commission stating that it
agrees with the Company's statements made above in response to
this item.
(e) The Company's decision to engage the firm of Stark, Tinter
& Assoc. and dismiss the former accountants was made by
resolution of the board of directors. The Company has no audit
committee.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(xxxx) Letter of Causey Demgen & Moore
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report on Form 8-K to
be signed on its behalf by the undersigned hereunto duly
authorized.
DATED: March 12, 1998
AMERICAN DIGITAL COMMUNICATIONS, INC.
/s/ John Simmonds
BY...................................
John Simmonds, Chairman, CEO
EXHIBITS
CAUSEY DEMGEN & MOORE
____________________________________________________________
Suite 4650
1801 California Street
Denver, Colorado 80202
Telephone # (303) 296-2229
United States Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Digital Communications, Inc.
SEC File No. 0-28506
Ladies and Gentlemen:
The undersigned Causey Demgen & Moore Inc., previously acted as
independent accountants to audit the financial statements of
American Digital Communications, Inc. (the "Company"). We are no
longer acting as independent accountants to the Company.
This letter will confirm that we have reviewed Item 4. of the
Company's Form 8-K dated March 12, 1998, captioned "CHANGES IN
REGISTRANT'S CERTIFYING ACCOUNTANT" and that we agree with
the statements made therein as they relate to us, except that we
were not notified until March 18, 1998.
We hereby consent to the filing of this letter as an exhibit to
the foregoing report on Form 8-K.
Dated this 24th day of March, 1998.
Sincerely,
/s/ CAUSEY DEMGEN & MOORE INC.
__________________________________
CAUSEY DEMGEN & MOORE INC.