AMERICAN DIGITAL COMMUNICATIONS INC
8-K, 1999-07-23
INVESTORS, NEC
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                       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.




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