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OMB APPROVAL
OMB Number: 3235-0058
UNITED STATES Expires: May 31,1997
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
Washington, D.C. 20549 Hours per response . 2.50
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FORM 12b-25
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-25982
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(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR
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CUSPID NUMBER
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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:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant
Metro Display Advertising, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
15265 Alton Parkway, Suite 100, Irvine, California 92718
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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 Rule 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;
|
|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 calendar day following the prescribed due
| date; and
| 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 Forms 10-K, 20-F, 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
See attached. SEC 1344 (6/94)
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Scott Kraft (714) 727-3333
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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 report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
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(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
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.
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Metro Display Advertising, 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: March 28, 1997 By:______________________________________________
Scott Kraft, President
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.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
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Metro Display Advertising, Inc.
SEC File No. 0-25982
ATTACHMENT TO FORM 12B-25
Response to Part III
The subject report of Form 10-KSB could not be filed within the
prescribed time period because the Registrant's auditors are in the process of
completing the Registrant's 1996 audited consolidated financial statements.
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PECK
& LOPEZ ------------------------------------------------------------------------
Certified Public Accountants
[PECK & LOPEZ LETTERHEAD
March 28, 1997
United States Division of Corporate Finance
Securities and Exchange Commission
Patricia A. Current
450 Fifth Street N.W.
Mail Stop 7-6
Washington, D.C. 20549
Dear Ms. Current,
We have been engaged to conduct an audit of the consolidated financial
statements of Metro Display Advertising, Inc. as of December 31, 1996. We are
currently in the process of completing our audit and expect completion by April
8, 1997.
Pursuant to rule 12b-25 under the 1934 act we are hereby informing you of our
delay in issuing Metro Display Advertising, Inc.'s 1996 audited consolidated
financial report due to significant disclosures issues needing follow up and
review.
If you have any questions relating to this letter, please feel free to call.
Sincerely,
/s/ Peck & Lopez
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Peck & Lopez
Certified Public Accountants
1400 Bristol Street North, Suite 170, Newport Beach, CA 92660
714 225-7010 Fax 714 222-0481
Member of American Institute of CPAs, California Society of CPAs
