UNITED STATES
                       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): April 19, 2005

                     AVALON DIGITAL MARKETING SYSTEMS, INC.
               (Exact Name of Registrant as Specified in Charter)


           Delaware                      000-28406              77-0511097
           --------                      ---------              ----------
(State or Other Jurisdiction of         (Commission          (I.R.S. Employer
        Incorporation)                 File Number)         Identification No.)

                        5255 N. Edgewood Drive, Suite 250
                                Provo, Utah 84604
                    (Address of Principal Executive Offices)

                              --------------------


                                 (801) 225-7073
              (Registrant's telephone number, including area code)

                              --------------------


                                 Not applicable
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ]  Soliciting  material  pursuant to Rule 425 under the  Exchange  Act (17 CFR
240.14.a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




Item 5.02.    Departure of Director and Principal Officer; Election of Director;
              ------------------------------------------------------------------
              Appointment of Principal Officer.
              ---------------------------------

         On  April  21,  2005,  Avalon  Digital  Marketing  Systems,  Inc.  (the
"Company")  announced  the  appointment  of Daniel D. Walter as Chief  Executive
Officer of the Company.  Mr. Walter  replaces Tyler Thompson as Chief  Executive
Officer of the Company.  Mr. Thompson will continue to serve as President of the
Company.  Mr.  Walter has also been  appointed as director of the  Company.  The
Company also  announced the  resignation  of David M. Smith as a director of the
Company.  Messrs.  Robert  Webber,  William  Zang,  Tyler  Thompson  and Charles
Matteson will continue as directors of the Company.

         There are no familial  relationships  between Mr.  Walter and any other
director  or  executive  officer  of the  Company.  Since the  beginning  of the
Company's  last  fiscal  year,  there  have been no  transactions,  or series of
transactions  between Mr. Walter or any member of his  immediate  family and the
Company in which the amount involved exceeded $60,000 and in which Mr. Walter or
his immediate family has, or will have, a direct or indirect material interest.

         Mr.  Walter  previously  was  a  founder  of  SouthPointe  Digital  and
e-DocumentVault.com  and has  over 20 years of  management  and  entrepreneurial
experience with the past 15 years being in Senior  Management in the call center
and litigation  support  environments.  Mr. Walter was formerly,  Executive Vice
President and CBDO for Focus Legal Solutions, a litigation support company where
he was  instrumental in charting their business  service  offerings from a local
law firm basis into large  Fortune 500  corporate  legal  department  offerings.
Previous to that Mr. Walter was with CRM Solutions  where he was Executive  Vice
President and  consultant  for the company's  large call center clients in sales
and  business  development.  Prior  to that  Mr.  Walter  was a  co-founder  and
Executive  Vice President of Webhelp where he built the sales from a start-up to
a company with 1,500 employees.  Mr. Walter co-founded Webhelp after having been
a Corporate  Senior Vice President over Global  Business  Development and Global
Chairman of the  Telecommunications  Industry segment  worldwide and a member of
the Office of the President for SITEL Corporation, (NYSE: SWW) a public company.
While at SITEL,  Mr. Walter was  instrumental in building the company sales from
less than $15  million to over $750  million  with  personal  sales  totaling in
excess of $1.5+/- billion of services for long term,  high-value  contracts with
large global companies. Mr. Walter attended the University of Nebraska at Omaha,
majoring in Real Estate, Marketing and Finance.

         A copy of the press release  issued by the Company on April 21, 2005 is
filed as Exhibit  99.1 to this  Current  Report on Form 8-K and is  incorporated
herein by reference.

Item 9.01     Financial Statements and Exhibits.
              ----------------------------------

(c)      Exhibits

Exhibit Number    Description
--------------    -----------

99.1               Avalon Digital Marketing Systems, Inc.
                   Press Release dated April 21, 2005.








                                   SIGNATURES


         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.

Date: April 22, 2005                    Avalon Digital Marketing Systems, Inc.



                                        By:     /s/Daniel Walter
                                        Name:   Daniel Walter
                                        Its:    Chief Executive Officer





                                  EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------

99.1               Avalon Digital Marketing Systems, Inc.
                   Press Release dated April 21, 2005.