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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-C

          REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTER-DEALER
         QUOTATION SYSTEM FILED PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934 AND RULES 13A-17 AND 15D-17 THEREUNDER

                           ALL-COMM MEDIA CORPORATION
                 ----------------------------------------------
                 (Exact Name of Issuer as Specified in Charter)

         400 Corporate Pointe, Suite 780, Culver City, California 90230
         --------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (310) 342-2800
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                 I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

       Indicate any change (increase or decrease) of five percent or more in
the number of shares outstanding:

         1.      Title of security        Common stock

         2.      Number of shares outstanding before the change     3,186,734

         3.      Number of shares outstanding after the change      3,486,734*
                 * Calculated at $2.50 conversion price, which is subject to
                 increase, as discussed below.

         4.      Effective date of change     May 9, 1996

         5.      Method of change:

         Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.)

                                 Regulation S Private Placement

         Give brief description of transaction     On May 9, 1996, the Company
completed the private placement with an institutional investor of 10,000 shares
of convertible preferred stock for $750,000, less fees and closing costs
estimated to be $75,000.  The convertible preferred stock is convertible into
common shares of the Company at the lesser of the price paid per share divided
by $2.50, or 80% of the closing bid price of the company's common stock for the
five trading days immediately prior to the conversion date, and is subject to
certain restrictions.  The holder of shares of convertible preferred stock
shall be entitled to receive cumulative annual dividends at the rate of $3.75
per share per annum, payable in stock and/or cash at the sole discretion of the
Company.  In connection with the transaction, the Company will issue warrants
for 100,000 shares of common stock exercisable at $3.00 for four years.

                 II.  CHANGE IN NAME OF ISSUER

         1.      Name prior to change________________________________________

         2.      Name after change___________________________________________

         3.      Effective date of charter amendment changing name___________
         
                 ____________________________________________________________

         4.      Date of shareholder approval of change, if required_________
         
                 ____________________________________________________________


Date  May 14, 1996                         /s/ Barry Peters
                                       -------------------------------------
                                       Barry Peters, Chairman and 
                                       Chief Executive Officer