United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 12b-25
Notification of Late Filing
Check One: __ Form 10-K
__ Form 20-F
__ Form 11-K
X Form 10-Q
__ Form N-SAR
For the Period Ended: March 31, 2000
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__ Transition Report on Form 10-K
__ Transition Report on Form 20-F
__ Transition Report on Form 11-K
__ Transition Report on Form 10-Q
__ Transition Report on Form 10-Q
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print or
type.
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
Marketing Services Group, Inc.
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(Name of Registrant as Specified in Charter)
All-Comm Media Corporation
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(Former Name, if Applicable)
333 Seventh Avenue, 20th Floor
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(Address of Principal Executive Office (Street and Number
New York, New York 10001
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(City, State and Zip Code)
<PAGE>
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 Rule 12b-25(b), the following should
be completed. (Check box if appropriate):
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or 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 or 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, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(Attach Extra Sheets if Needed).
The Company was delayed in transmission of its Quarterly Report on
Form 10-Q due to technical difficulties with the Company's
edgarization and filing of such report.
Part IV: Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Cindy Hill (917) 339-7100
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(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 reports) been filed? If
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?
[ ] Yes [X] No
<PAGE>
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.
Marketing Services Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 16, 2000 By: /s/ Cindy Hill
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Cindy Hill
Chief Accounting 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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
