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) July 21, 1999
AMERICAN DIGITAL COMMUNICATIONS, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Wyoming 0-28506 13-3411167
------- ------- ----------
State or other jurisdiction of (Commission (IRS Employer
incorporation or organization File No.) Identification No.)
745 Fifth Avenue, Suite 900, New York, New York 10151
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(905) 837-9909
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
On July 21, 1999, American Digital Communications, Inc. dismissed Causey
Demgen & Moore Inc. ("CD&M") as its principal accountants. Such action had been
previously approved by the Registrant's Board of Directors. CD&M's reports on
the financial statements for the past two years contained no qualification,
disclaimer of opinion or adverse opinion. Their report dated May 27, 1999,
however, included a paragraph regarding substantial doubt about the Registrant's
ability to continue as a going concern. Through the date of the change in
accountants, there were no disagreements with CD&M on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of such
accountants, would have caused them to make reference to the subject matter of
the disagreements in connection with their reports.
On July 21, 1999, the Registrant retained Pannell Kerr Forster PC of New
York, New York ("PKF") , as the company's independent accountants to conduct an
audit of the Registrant's financial statements for the fiscal year ending
February 28, 2000. This action was previously approved by the Registrant's Board
of Directors and is subject to shareholder ratification. The decision to retain
PKF was made, in part, because Canadian affiliates of PKF already audit a number
of companies affiliated with the Registrant and PKF is geographically more
proximate to the Registrant's business than CD&M.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
16.1 Letter from CD&M re resignation as certifying accountant.
(To be filed upon receipt.)
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.
Dated: July 22, 1999
AMERICAN DIGITAL COMMUNICATIONS, INC.
By \s\ Gary N. Hokkanen
-------------------------------
Gary N. Hokkanen
Chief Financial Officer
July 23, 1999
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. 000-28506
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 July 21, 1999, captioned "CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT"
and that we agree with the statements made therein as they relate to us.
We hereby consent to the filing of this letter as an exhibit to the foregoing
report on Form 8-K.
Dated this 23rd day of July, 1999.
Sincerely,
\s\ CAUSEY DEMGEN & MOORE INC.
- ------------------------------
CAUSEY DEMGEN & MOORE INC.