<PAGE>
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
ALL-COMM MEDIA CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 88-0085608
(State of incorporation) (I.R.S. employer
identification no.)
400 CORPORATE POINTE, SUITE 780
CULVER CITY, CALIFORNIA 90230
(Address of principal executive offices) (Zip code)
<TABLE>
<S> <C>
If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction A(c)(1), effective simultaneously with the effectiveness
please check the following box. [ ] of a concurrent registration statement under
the Securities Act of 1933 pursuant to General
Instructions A(c)(2), please check the
following box. [ ]
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Common stock, par value $0.01 per share Boston Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
================================================================================
Page 1 of 3 pages
<PAGE>
<PAGE>
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the securities to be registered hereunder is
incorporated by reference to the information set forth under the heading
"Description of Capital Stock" contained in the Registrant's Prospectus included
in the Registrant's Registration Statement on Form SB-2 (File No. 333-14339)
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, on October 17, 1996, and as amended
thereafter.
ITEM 2. EXHIBITS.
All exhibits required by Instruction II to Item 2 will be filed with the
Boston Stock Exchange.
Page 2 of 3 pages
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ALL-COMM MEDIA CORPORATION
By: /s/ Scott Anderson
___________________________________
Scott Anderson
Chief Financial Officer
Date: January 15, 1997
Page 3 of 3 pages
<PAGE>