ADSONLY GROUP INC
NT 10-K, 1997-03-31
ADVERTISING AGENCIES
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                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 12-b25

                   NOTIFICATION OF LATE FILING SEC FILE NUMBER

                              CUSIP NUMBER 33-90672

(Check One): [X]Form 10-K  []Form 20-F  []Form 11-K  []Form 10-Q  []Form N-SAR

         For Period Ended:  December 31, 1996
         [ ] 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 N-SAR
         For the Transition Period Ended:

   Read Instruction (on back page) 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

THE ADSONLY GROUP, INC.
Full Name of Registrant

N/A
Former Name if Applicable

2269 Chestnut Street, Suite 637
Address of Principal Executive Office (Street and Number)

San Francisco, CA 94123
City, State and Zip Code
<PAGE>
Part II-Rules 12b-25(b) and (c)

[X] (a) The reasons described in reasonable detail in Pat III of this form could
not be eliminated without unreasonable effort or expense.

[X] (b) The subject report will be filed on or before the fifteenth calendar day
following the prescribed date.


Part III-Narrative

The Company's auditors were called out of town without notice, and wer unable to
finalize the audit in time.


Part IV-Other Information

(1) Name and telephone number of person to contact in regard to this
    notification:

Michael Hinshaw           (415)                   721-0299
     (Name)            (Area Code)           (Telephone Number)

Date: March 31, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and dates indicated.




Dated: March 31, 1997                  By:  /s/ Michael Hinshaw
                                            --------------------
                                            Michael Hinshaw, President and Chief
                                            Executive Officer
<PAGE>


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