UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission file number 0-16730
(Check One):
[ ]Form 10-K and Form 10-KSB [ ]Form 11-K [ ]Form 20-F
[X]Form 10-Q and Form 10-QSB [ ]Form N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
__________________________________________
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
ALL-COMM MEDIA CORPORATION
Full Name of Registrant
Former Name if Applicable
400 Corporate Pointe, Suite 780
Address of Principal Executive Office (Street and Number)
Culver City, California 90230
City, State and Zip Code
PART II -- RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rules 12b-25(B), the following should be completed. (Check box
if appropriate)
[ ] (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-
K, Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q or
portion thereof will be filed on or before the
fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached, if
applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K,
10-F, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period:
Due to the complexity of accounting and reporting issues
relating to the acquisition of Metro Services Group, Inc. and
the withdrawal of the Company's Form SB-2 Registration
Statement, the Company has not been able to complete the
gathering of information necessary for the preparation of the
Company's interim financial statements for the quarter ended
December 31, 1996.
The Company expects to complete the filing of its Form 10-Q
for the quarter ended December 31, 1996, by the extended
period allowed by Rule 12b-25.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Scott Anderson (310) 342-2800
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify
report(s).
_________________________________________ [X] Yes [ ] No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof?
_________________________________________ [X] Yes [ ] No
If so, attach an explanation of the anticipated change,
both narratively and quantitatively and, if appropriate,
state the reasons why a reasonable estimate of the results
cannot be made.
The current period results of operations will include (i)
Metro Services Group, Inc., acquired effective October 1,
1996, which generated revenue of approximately $2.5
million and net income of approximately $0.2 million, (ii)
expenses incurred with the withdrawal of the Company's
Form SB-2 Registration Statement of approximately $1.0
million. Earnings per share will be impacted by preferred
dividends incurred on recapitalization of approximately
$8.3 million.
ALL-COMM MEDIA CORPORATION
___________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 14, 1996
By: /s/ Scott
Anderson
Scott Anderson
Chief
Financial Officer
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001)
