ADPADS INC
8-K, 2000-05-19
AMUSEMENT & RECREATION SERVICES
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                        SECURITIES AND EXCHANGE COMMSSION
                             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 Event Requiring Report: May 15, 2000

                               ADPADS INCORPORATED
             (Exact name of registrant as specified in its charter)



      Colorado                      000-28373                    84-1306598
 (State of Incorporation)         (Commission                 (IRS Employer
                                   File Number)                Identification #)




                   1000 Highway 34, Matawan, New Jersey 07747
            ---------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (732)-290-8940
            ---------------------------------------------------------
              (Registrant's telephone number, including area code)


                                Regents Road Ltd.
              1004 Depot Hill Road, Suite 1-E, Broomfield, CO 80020
            ---------------------------------------------------------
                     (Registrant's former Name and Address)

<PAGE>


ITEM 4.    CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT


On May 15,  2000,  the  company  informed  Smith  &  Company,  Certified  Public
Accountants of Salt Lake City, Utah,  auditors for Regents Road, Ltd that it had
been dismissed.

In connection with the audits of the two most recent fiscal years,  December 31,
1999 and  December  31,  1998,  there  were no  disagreements  with  the  former
accountants Smith & Company,  on matters of accounting  principles or practices,
financial statement disclosure or auditing scope or procedure,  which would have
caused the accountant to make reference in connection with his report.

The principal  accountant's  report on the financial  statements  for any of the
past two years did not contain an adverse opinion or a disclaimer of opinion, or
was qualified as to the uncertainty, audit scope or accounting principles.

ITEM 7.  EXHIBIT

The  following  exhibit is filed with this report on Form 8k letter on change in
certifying accountant.

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

AdPads Incorporated

By:   /s/  David I. Brownstein
           ------------------------------
           David I. Brownstein, President






                                 Smith & Company

           A Professional Corporation of Certified Public Accountants



May 18, 2000

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

Gentlemen:

         We have read the statements  made regarding our former client,  Regents
Road,  Ltd.  in Item 4 of ADPADS  INCORPORATED's  Form 8-K report  dated May 15,
2000. We agree with the statements concerning our Firm in such Form 8-K.

                                            Very truly yours,


                                            /s/  Smith & Company
                                                 ---------------
                                                 Smith & Company









          10 West 100 South, Suite 700- Salt Lake City, Utah 84101-1554
                   Phone: (801) 575-8297 * Fax: (801) 575-8306





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