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: January 11, 2005


                     AVALON DIGITAL MARKETING SYSTEMS, INC.
             (Exact name of registrant as specified in its Charter)


         Delaware                     000-28403                  77-0511097
(State or other jurisdiction     (Commission File Number)     (IRS Employer
      of incorporation)                                     Identification No.)


5255 N. Edgewood Drive, Suite 250, Provo, Utah                   84604
(Address of principal executive offices)                      (Zip Code)


Registrant's Telephone Number, Including Area Code:  (801) 225-7073



                                       1


Other Events and Financial Statements & Exhibits

Item 8.01   Other Events.

         On  September  5, 2003,  Avalon  Digital  Marketing  Systems,  Inc.,  a
Delaware corporation  ("Avalon" or the "Company") filed a voluntary petition for
reorganization  under  Chapter  11 of the  United  States  Bankruptcy  Code (the
"Code").  The filing was made in the United States Bankruptcy Court in Salt Lake
City, Utah (the "Bankruptcy Court"). The case has been assigned to Judge Glen E.
Clark and the case is being administered under Case Number 03-35180.

         Pursuant  to  Bankruptcy  Rule  2015 and the  United  States  Trustee's
Operating  Guidelines  and  Reporting  Requirements  for  Chapter 11 cases,  the
Company is obligated to file monthly operating reports (the "Operating Reports")
with the Bankruptcy Court. In accordance with the Commission's  general guidance
as set forth in SEC  Releaseo  N.  34-9660,  the  Company is filing  portions of
Operating  Reports  under  cover of Form 8-K in lieu of the  reports the Company
otherwise  would be required to file under the Securities  Exchange Act of 1934,
as amended (the "Exchange Act") including  quarterly and annual reports on Forms
10-Q and 10-K, respectively.

         The  Company's  unconsolidated,  unaudited  balance  sheets  and income
statements  from its  Operating  Reports for the periods from October 1, 2004 to
October 31, 2004 are filed as Exhibit 99.1 hereto and  incorporated by reference
herein.

         The  Company  cautions  readers not to place  undue  reliance  upon the
information  contained in the  Operating  Reports  since they contain  unaudited
information, and are in a format prescribed by applicable bankruptcy laws. There
can be no assurance  that the  Operating  Reports are  complete.  The  Operating
Reports  also contain  information  for periods that may be shorter or otherwise
are  different  from reports the Company  otherwise  would file  pursuant to the
Exchange Act. Moreover,  the Operating Reports and other communications from the
Company may include  forward-looking  statements subject to various  assumptions
regarding the Company's  operating  performance that may not be realized and are
subject to significant  business,  economic and  competitive  uncertainties  and
contingencies many of which are beyond the Company's control.  Consequently such
matters  should not be regarded as a  representation  or warranty by the Company
that such matters will be realized or are indicative of the Company's  financial
condition  or  operating  results for future  periods.  Actual  results for such
periods may differ  materially from the  information  contained in the Operating
Reports  and the  Company  undertakes  no  obligation  to update  or revise  the
Operating Reports.

Item 9.01   Exhibits.

(c) Exhibits.

Exhibit No.                Description
----------                 -----------
   99.1           Income Statement and Balance Sheet for the month ended 
                  October 31, 2004



                                       2


                                   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.



                                     AVALON DIGITAL MARKETING SYSTEMS, INC.




                                     By:  /s/Robert I. Webber
                                          ------------------------------------
                                          Robert I. Webber
                                          Title: President and Chief Executive
                                          Officer




Dated: January 11, 2005 
       ----------------






                                       3