AMERICAN DIGITAL COMMUNICATIONS INC
10QSB/A, 1996-07-15
INVESTORS, NEC
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<PAGE>
    
    As filed with the Securities and Exchange Commission on July 15, 1996.     

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

    
                      AMENDMENT #1 TO FORM 10-QSB/A      

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

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

                       For the Quarter Ended May 31, 1996

                        Commission file number 0-28506

                     AMERICAN DIGITAL COMMUNICATIONS, INC.
       (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)


                WYOMING                                        13-3411167
        (State of Incorporation)                       (I.R.S. Employer ID No.)
 
      3773 CHERRY CREEK NORTH DRIVE
       SUITE 615, DENVER, COLORADO                                80209
(Address of Principal Executive Offices)                        (Zip Code)


                                (303) 377-9486
                 (Registrant's Telephone No. incl. area code)
 

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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     NO  X
                                    ---    ---

The number of shares outstanding of each of the Registrant's class of common
equity, as of June 30, 1996  are as follows:

 
                CLASS OF SECURITIES         SHARES OUTSTANDING
          --------------------------------  ------------------
           Common Stock, $.0001 par value       14,898,946
 
===============================================================================

            THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS 10 PAGES.

                                       1
<PAGE>
 
PART II.            Other Information


ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K



Exhibits.   The following exhibits  are included as part of this report.
 
 
 EXHIBIT
  PAGE                                                                  PAGE
 NUMBER                            DOCUMENT                            NUMBER
- ---------                          --------                            ------

   27                       Financial Data Schedule


                                  SIGNATURES

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

    
DATE:   July 15, 1996    BY:     
                                /s/ R. GENE KLAWETTER
                         -----------------------------------
                                  R. Gene Klawetter
                              President / CEO / Director
 
     
DATE:   July 15, 1996    BY:     
                                 /s/ DANIEL M. SMITH
                         ------------------------------------
                                   Daniel M. Smith
                           Acting Chief Financial Officer,
                         Controller, Chief Accounting Officer
 

                                       10

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR THE PERIOD ENDED MAY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FORM 10-QSB.
</LEGEND>
<MULTIPLIER> 1
       
<S>                                        <C>
<PERIOD-TYPE>                                    3-MOS
<FISCAL-YEAR-END>                          FEB-28-1997
<PERIOD-END>                               MAY-31-1996
<CASH>                                         116,726
<SECURITIES>                                         0
<RECEIVABLES>                                  102,577
<ALLOWANCES>                                         0
<INVENTORY>                                    422,289
<CURRENT-ASSETS>                               650,334
<PP&E>                                         958,904
<DEPRECIATION>                                 110,664
<TOTAL-ASSETS>                               2,136,388
<CURRENT-LIABILITIES>                          163,473
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         1,490
<OTHER-SE>                                   1,235,948
<TOTAL-LIABILITY-AND-EQUITY>                 2,136,388
<SALES>                                        198,385
<TOTAL-REVENUES>                               198,385
<CGS>                                          207,221
<TOTAL-COSTS>                                  207,221
<OTHER-EXPENSES>                               176,688
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (185,524)       
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (185,524)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (185,524)
<EPS-PRIMARY>                                    (.01)
<EPS-DILUTED>                                    (.01)
        

</TABLE>


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