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
                                
                                
                        December 11, 1997
        Date of Report (Date of earliest event reported)
                                
                                
                           CANMAX INC.
     (Exact Name of Registrant as Specified in its Charter)


         Wyoming               000-22636         75-1533071
----------------------------  ------------   -------------------
(State or Other Jurisdiction  (Commission    (IRS Employer
       of Incorporation)      File Number)   Identification No.)


         150 West Carpenter Freeway
              Irving, Texas                              75039
----------------------------------------               ---------
(Address of Principal Executive Offices)               (Zip Code)


                         (972) 541-1600
      (Registrant's Telephone Number, Including Area Code)


                         Not Applicable
----------------------------------------------------------------
  (Former Name or Former Address, if Changed Since Last Report)


<PAGE>

Item 5.   Other Events.

     (a)  Letter of Intent to Acquire USCommunications, Inc.

      On December 11, 1997, Canmax Inc. (the "Registrant") signed
a  letter of intent (the "Letter of Intent") to acquire privately
held  USCommunications  Services,  Inc.  ("USC"),  a  San  Diego,
California-based  provider  of  telecommunication  products   and
network  services to the transportation industry,  in  a  private
stock   transaction.    Under  the  Letter   of   Intent,   USC's
shareholders  would receive 3.0 million shares of  Canmax  common
stock  to be issued at closing.  Canmax also anticipates  issuing
warrants  to  acquire up to 2.75 million shares of Canmax  common
stock in connection with the acquisition.  The exercise prices of
the  warrants would range between $2.00 and $3.00 per share,  and
the  vesting  of warrants to acquire 1.75 million of such  shares
would be based upon the future financial performance of USC.

      The  acquisition is anticipated to be accomplished  through
the merger of USC with a newly formed, whole owned subsidiary  of
Canmax,  following  which  merger USC would  be  a  wholly  owned
subsidiary  of Canmax.  Canmax anticipates that USC's  president,
James C. Bernet, would continue as the president of USC and would
join Canmax's board of directors.  The acquisition is subject to,
among  other  things,  the  execution of  a  mutually  acceptable
definitive agreement, the successful completion of due diligence,
the  final  approval of the board of directors of both  companies
and  other  customary  closing conditions.   The  acquisition  is
scheduled to be completed by December 31, 1997.

     (b)  Press Release.  On December 12, 1997, the Registrant issued
a  press  relating to the Letter of Intent, the form of which  is
attached hereto as Exhibit 99.1.




                            EXHIBITS

     Exhibit No.                   Document Description
     -----------                   --------------------

         99.1                      December 12,  1997 Canmax Inc.
                                   Press Release (filed herewith)



                           SIGNATURE

Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  as amended, the Registrant has duly caused this report  to
be  signed  on  its  behalf  by  the  undersigned  hereunto  duly
authorized.

                                   CANMAX INC.

DATE:  December 18, 1997           BY:  /s/ PHILIP M. PARSONS
                                        -------------------------
                                        Philip M. Parsons
                                        Chief Financial Officer

<PAGE>

                          EXHIBIT INDEX
                          -------------


     Exhibit No.                   Document Description
     -----------                   --------------------

       99.1                        December 12, 1997 Canmax Inc.
                                   Press Release (filed herewith)