<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTER-DEALER
QUOTATION SYSTEM FILED PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULES 13A-17 AND 15D-17 THEREUNDER
ALL-COMM MEDIA CORPORATION
----------------------------------------------
(Exact Name of Issuer as Specified in Charter)
400 Corporate Pointe, Suite 780, Culver City, California 90230
--------------------------------------------------------------
(Address of Principal Executive Offices)
(310) 342-2800
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in
the number of shares outstanding:
1. Title of security Common stock
2. Number of shares outstanding before the change 3,186,734
3. Number of shares outstanding after the change 3,486,734*
* Calculated at $2.50 conversion price, which is subject to
increase, as discussed below.
4. Effective date of change May 9, 1996
5. Method of change:
Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.)
Regulation S Private Placement
Give brief description of transaction On May 9, 1996, the Company
completed the private placement with an institutional investor of 10,000 shares
of convertible preferred stock for $750,000, less fees and closing costs
estimated to be $75,000. The convertible preferred stock is convertible into
common shares of the Company at the lesser of the price paid per share divided
by $2.50, or 80% of the closing bid price of the company's common stock for the
five trading days immediately prior to the conversion date, and is subject to
certain restrictions. The holder of shares of convertible preferred stock
shall be entitled to receive cumulative annual dividends at the rate of $3.75
per share per annum, payable in stock and/or cash at the sole discretion of the
Company. In connection with the transaction, the Company will issue warrants
for 100,000 shares of common stock exercisable at $3.00 for four years.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change________________________________________
2. Name after change___________________________________________
3. Effective date of charter amendment changing name___________
____________________________________________________________
4. Date of shareholder approval of change, if required_________
____________________________________________________________
Date May 14, 1996 /s/ Barry Peters
-------------------------------------
Barry Peters, Chairman and
Chief Executive Officer
