UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 FORM 10-K/A-2

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [FEE REQUIRED]

     For the fiscal year ended June 30, 1996
                                     OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from ______________ to________________
                        Commission file number 0-16730
                          ALL-COMM MEDIA CORPORATION
            (Exact name of registrant as specified in its charter)

               Nevada                                   88-0085608
   (State or other jurisdiction            (I.R.S. Employer Identification No.)
    of incorporation or organization)

400 Corporate Pointe, Suite 780
Culver City, California                            90230
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code:           (310) 342-2800
Securities registered pursuant to Section 12(b) of the Act:    None
Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, par value $.01 per share
                              (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                     Yes X             No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of September 16, 1996, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $ 16,066,000.

As of September 16, 1996, there were 3,194,659 shares of the Registrant's common
stock outstanding.

<PAGE>

                                   PART I

Item 1 - Business

General

         The business of All-Comm Media  Corporation (the "Company" or "All-Comm
Media"),  previously known as Sports-Tech,  Inc.,  ("Sports-Tech") arises out of
the April 25, 1995 merger between  Alliance Media  Corporation  ("Alliance") and
the Company, and the concurrent  acquisition of Stephen Dunn & Associates,  Inc.
(SD&A), a leading telemarketing and telefundraising  company that specializes in
direct  marketing  services for the arts,  educational  and other  institutional
tax-exempt organizations. Simultaneously, the former management and directors of
Sports-Tech  resigned in favor of the merger with Alliance and its plan to build
a  specialized  marketing  services  company  with a focus on  providing  direct
marketing,  information and media services. The change in the Company's name was
approved at a special  shareholders  meeting  held on August 22, 1995 to reflect
the new corporate vision and direction originating from the change in management
and board of directors  associated with the merger with Alliance.  The Company's
shares are traded on the NASDAQ  Small Cap Market under the symbol  "ALCM".  The
Company's principal executive offices are located at 400 Corporate Pointe, Suite
780, Culver City, CA 90230. Its telephone number is (310) 342-2800.

The Company's Strategy

         Initially,  the Company  intends to expand  through the  acquisition of
companies in the direct marketing, information and media services industry which
can provide core capabilities for the direct marketing process. Direct marketing
has  become  an  increasingly  important  advertising  medium  and  an  integral
component of marketing  programs that combine  multiple forms of  communication,
such as direct mail, telemarketing,  print, television, radio, electronic media,
information  kiosks,  CD-ROM and Internet World-Wide Web sites. A key element of
the Company's growth strategy is to establish a complimentary group of companies
under a unified  corporate  architecture  that is capable of servicing  multiple
client needs in the new marketing and media  environment.  The Company  believes
that  technological  innovation will continue to increase the  effectiveness  of
direct marketing.

Other than as  described  in this Annual  Report on Form 10-K (this "Form 10-K")
the Company has no agreements to acquire any such  companies and there can be no
assurance that the Company will be able to acquire such companies.

Stephen Dunn & Associates, Inc. ("SD&A")

         SD&A was formed in 1983 and was  acquired  by the  Company on April 25,
1995. For the twelve month period ended June 30, 1996 ("Fiscal 1996"),  SD&A had
revenues of more than $15.8 million.  Clients of SD&A include many of the larger
performing arts and cultural  institutions,  such as major symphonies,  theatres
and musical arts companies,  along with public broadcasting  stations,  advocacy
groups and  educational  institutions.  SD&A's  clients  include over 150 of the
nation's leading  institutions and  universities,  such as New York Philharmonic
Orchestra,  American Conservatory Theater, Lincoln Center, Museum of Modern Art,
New York  University,  Duke  University,  National  Audubon  Society  and  Simon
Weisenthal  Center.  SD&A has its  headquarters  in Los Angeles,  California and
operates a telemarketing calling center in Berkeley, California.

History and Prior Activities

         The Company was originally incorporated in Nevada in 1919. During 1991,
under the prior management,  the Company acquired a 100% interest in Sports-Tech
International,  Inc. ("STI") and changed its name to Sports-Tech,  Inc. In 1993,
the Company acquired the business of High School Gridiron Report ("HSGR").  (See
Discontinued  Operations).  STI  and  HSGR  supplied  information  services  and
technology as well as academic,  athletic and video data to high school, college
and professional coaches and student athletes. In November, 1994, after a failed
business  strategy,  the prior  management  of the  Company  discontinued  these
operations  through  the sale of STI and the  cessation  of the HSGR  operation.
Prior to, and as a  condition  of the merger  with  Alliance,  the  Company  was
required to divest its investments,  except for an undeveloped parcel of land in
Laughlin,  Nevada.  In August,  1996 the land was sold. (See All-Comm  Holdings,
Inc. herein for a description of this investment and the terms of its sale.)

Merger with Alliance Media Corporation:

         On April 25, 1995,  STI Merger  Corporation  ("Merger  Sub"),  a wholly
owned  subsidiary  of the  Company,  was  merged  (the  "Merger")  with and into
Alliance.  The  Merger  was  effected  pursuant  to the terms of an  Acquisition
Agreement,  dated as of February 7, 1995,  as amended.  Pursuant to the terms of
the Acquisition  Agreement,  upon  consummation of the Merger,  the then current
members of the Board of  Directors  of the Company  resigned and a new Board was
appointed, consisting of persons designated by Alliance. (See Executive Officers
and Directors of the Registrant and  Significant  Employees.) As a result of the
Merger,  Alliance became a wholly owned subsidiary of the Company and the former
shareholders of Alliance received 1,025,000 shares of the Company's common stock
valued at $2,745,000  constituting  approximately  39.6% of the Company's common
stock (on a fully  diluted  basis,  taking into  account  shares  issuable  upon
exercise of warrants delivered in payment of various fees incurred in connection
with the Merger).  These shares have registration  rights commencing December 1,
1995.

         The assets of Alliance acquired by the Company consisted  primarily of:
(i) all of the issued and outstanding stock of SD&A, which Alliance had acquired
effective  April 25, 1995 pursuant to a Stock  Purchase  Agreement,  dated as of
January 31, 1995,  between Alliance and Mr. Stephen Dunn (the "Dunn Agreement");
(ii) a five-year  covenant  not to compete  with the former  owner of SD&A;  and
(iii) the cash proceeds (net of certain payments,  including the payment of $1.5
million  required  pursuant  to the  terms of the Dunn  Agreement)  of a private
placement of equity securities by Alliance, which securities,  upon consummation
of the  Merger,  were  converted  into  shares of the  Company's  common  stock.
Pursuant to the terms of the Dunn Agreement,  terms of the acquisition  included
$1.5  million in cash plus a $4.5 million long term  obligation  and  additional
contingent  payments of up to $850,000 per year over the period  ending June 30,
1998, of which, at the Company's option,  50% may be made with restricted common
shares of the Company.  For Fiscal 1996, the $850,000 payment was earned and was
paid,  half in cash and half in stock.  These  acquisition  terms  were  revised
pursuant to the Company's private placement  financing which occurred on June 7,
1996 (see "Private  Placement of Preferred Stock") whereby the terms of the long
term  obligations  were  revised.  Of the  remaining  balance  of $4.1  million,
approximately  $2.0 million was repaid in June 1996. The balance of $2.1 million
is payable in 36 monthly  principal  payments of $58,333,  plus  interest at 8%,
starting September 19, 1996.

         The  assets  of  SD&A,   upon  its   acquisition   by   Alliance   (and
simultaneously  obtained  by the  Company  upon  consummation  of  the  Merger),
consisted  primarily  of cash  and cash  equivalents,  accounts  receivable  and
furniture,  fixtures and equipment,  which were accounted for using the purchase
method.  The  purchase  price was  allocated to assets  acquired  based on their
estimated fair value. This treatment  resulted in approximately  $6.3 million of
costs in  excess of net  assets  acquired,  after  allocating  approximately  $1
million to a covenant not to compete.  Such  excess,  which may increase for any
further  contingent  payments,  is being  amortized over the expected  period of
benefit of 40 years. The operating results of these acquisitions are included in
the  consolidated  results  of  operations  of the  Company  from  the  date  of
acquisition, April 25, 1995.

Current Activities

Pending Acquisition of Metro Services Group, Inc.:

         On May 30, 1996,  the Company  signed a letter of intent to acquire the
capital  stock of Metro  Services  Group,  Inc.  ("Metro").  Metro is a  private
company  formed in 1987 and based in New York City,  with  offices in  Michigan,
Illinois and  California,  and has annual  sales in excess of $8 million.  Metro
develops  and  markets a variety  of  database  direct  marketing  products  and
services to a wide range of  commercial  clients and  tax-exempt  organizations.
Metro provides  information-based  products and services to the direct marketing
industry through its four divisions: Metro Direct Marketing, which provides full
service  direct  marketing  programs  for  consumers  and  business  to business
clients,  particularly  in the financial  services and  publishing  areas;  MSGI
Computer  Services which  utilizes a combination of mainframe,  PC platforms and
Internet servers for database development,  data enhancement,  response analysis
and predictive modeling  capabilities;  MetroArts develops and executes customer
acquisition  campaigns  for the  performing  arts,  entertainment  and  cultural
institutions and Metro Non-Profit  provides strategic  planning,  membership and
direct mail fundraising campaigns for non-profit  institutions.  The majority of
Metro's  revenues are derived from a commercially  driven client base.  Terms of
the  acquisition  call for an exchange of stock,  of  approximately  2.0 million
shares of the Company's common stock for all of the outstanding  stock of Metro.
Consummation of the acquisition is subject to a number of conditions,  including
the  negotiation of a definitive  agreement.  No assurance can be given that the
acquisition will be consummated.

Stock Split and Change in Authorized Common Shares:

         Effective August 22, 1995, the Company's Board of Directors  approved a
one-for-four  reverse stock split of the Company's  authorized and issued common
stock.  Fractional  shares were  rounded up to whole  shares.  After the reverse
stock split, approximately 3,016,000 shares were outstanding.  All share and per
share data in this Annual Report  reflect the effect of the reverse stock split.
Effective  August 14, 1996, the Company's  shareholders  approved an increase in
the number of authorized shares of common stock from 6,250,000 to 36,250,000, to
facilitate its corporate strategy and growth plans.

Private Placements of Common Stock:

         On May 31, 1995, the Company  completed a private  placement of 413,759
restricted shares of its common stock for a total of $1,108,875  ($1,018,675 net
after offering  costs) in order to replenish cash resources  which were depleted
prior to the Merger with  Alliance,  as a result of losses and  dispositions  of
assets prior to the Merger. (See Discontinued Operations and Events Prior to the
Merger with Alliance Media  Corporation.)  These shares have registration rights
commencing December 1, 1995.

         In March,  1996, the Company  issued,  in a private  placement,  75,000
restricted  shares of its common  stock for an  aggregate  of  $120,000  to four
individuals,  including  12,500  shares  to  related  parties,  in order to meet
certain operating obligations.

Private Placements of Convertible Preferred Stock:

         On May 9, 1996,  the Company  completed the private  placement  with an
institutional  investor of 10,000 shares of Series A convertible preferred stock
for $750,000, $687,000 net after offering costs.

         On June 7, 1996,  the Company  completed  the private  placements  with
accredited  investors  of  6,200  shares  of  Series  B  redeemable  convertible
preferred  stock for  $3,100,000.  The  preferred  stock is  preferred as to the
Company's assets over the common stock in the event of liquidation,  dissolution
or  winding-up  of the  Company,  prior to  distribution  of  assets  to  common
stockholders.   The  preferred  stockholders  are  entitled  to  their  original
investment,  plus  accrued,  unpaid  dividends  or,  if  unavailable,  a ratable
distribution  of  existing  assets.  The  holders of the stock are  entitled  to
receive a dividend  payable only on redemption or credited  against  conversion,
which shall accrue at the rate of 6% per annum. The convertible  preferred stock
is convertible, in whole or in part, at any time and from time to time until the
second anniversary of the date of issuance, into common shares of the Company at
the lesser of the price paid  divided by $1.25,  or 80% of the  average  closing
sales  price of the  Company's  common  stock for the last  five  days  prior to
conversion,  and  is  subject  to  certain  restrictions,   including  automatic
conversion on the second  anniversary  of its issuance.  Under certain  unlikely
conditions  prior  to  conversion,  the  preferred  stock  may be  redeemed.  In
addition,  the Company issued warrants to preferred  shareholders  for 3,100,000
shares of common stock exercisable at $2.50 for three years.

         On June 7, 1996,  the Company  completed  the private  placements  with
accredited  investors  of  $1,000,000  of  convertible  notes and  warrants  for
3,000,000 shares of common stock.

         Subsequent  to June 30,  1996,  the notes and warrants  were  rescinded
retroactive to June 7, 1996. In addition, on September 10, 1996, effective as of
June 7, 1996,  the Company  completed  a private  placement  of 2,000  shares of
Series C  redeemable  convertible  preferred  stock  with  the  same  accredited
investors for $1,000,000.  The Series C convertible preferred stock is preferred
as to the  Company's  assets over the common stock in the event of  liquidation,
dissolution  or winding-up of the Company,  prior to  distribution  of assets to
common stockholders.  The preferred  shareholders are entitled to their original
investment,   plus  accrued  unpaid  dividends  or,  if  available,   a  ratable
distribution  of  existing  assets.  The  holders of the stock are  entitled  to
receive a dividend  payable only on redemption or credited  against  conversion,
which  shall  accrue  at the same  rate of 8% per  annum,  increasing  to 24% on
October 7, 1996, in the event that the shares are not  registered.  The Series C
convertible preferred stock is convertible, in whole or in part, at any time and
from time to time until the second  anniversary  of the date of  issuance,  into
common shares of the Company at the price paid divided by $6.00,  and is subject
to  certain   restrictions,   including  automatic   conversion  on  the  second
anniversary of issuance.  Under certain unlikely conditions prior to conversion,
the preferred stock may be redeemed. In addition, the Company issued warrants to
preferred shareholders for 3,000,000 shares of common stock exercisable at $3.00
for three years.

         In  connection  with  the  June  7,  1996   transactions,   payment  of
approximately  $2.0 million was made on long term  obligations due to the seller
of the Company's operating subsidiary, Stephen Dunn & Associates, Inc. ("SD&A").
The Company used  $812,500 to reacquire  10,000  shares of Series A  convertible
preferred stock issued in the private placement on May 9, 1996. Of the proceeds,
$425,000 was used to prepay additional consideration to the seller of SD&A which
was contingent upon post-closing  SD&A earnings.  The remainder will be used for
general corporate purposes.

Termination of Other Business Matters:

         As part of the Company's  strategy to expand through the acquisition of
companies in the direct  marketing,  information  and media  services  industry,
numerous negotiations occur, some of which may result in preliminary agreements.
In the course of the Company's due diligence,  these agreements may be abandoned
or terminated for different reasons which may include  non-substantiation of the
target  company's  financial  condition,  unsatisfactory  analysis of the target
company's operations and/or financial  projections,  and numerous other matters.
From time to time, and in the ordinary course of business, the Company is likely
to  enter  into  preliminary   agreements   which,   upon  further  analysis  or
negotiations,  may become abandoned or terminated.  Accordingly,  in March 1996,
the Company  terminated its agreement to acquire  Bullseye  Database  Marketing,
Inc., (`Bullseye") when the Company determined that certain conditions would not
be  satisfied  in respect of its initial  agreement  dated  December  20,  1995.
Similarly,  in February 1996, the Company  abandoned its negotiations to acquire
Forms Direct,  Inc.  ("FDI") in respect of its letter of intent dated  September
28, 1995, and formally terminated all pending matters in August 1996.

         In March 1996,  the Company  elected to terminate its  negotiations  in
respect of a  February  6, 1996 loan  commitment  for a $2.0  million  revolving
credit line.

Discontinued Operations

Sports-Tech International, Inc. and High School Gridiron Report:

         On March 9, 1995, as a condition  precedent to the merger with Alliance
Media,  the Company sold  Sports-Tech  International,  Inc.  ("STI") to Dainichi
Electronics, Inc. for $800,000 out of which $80,000 was paid by the Company as a
commission  to the former  president  of STI.  The former  president of STI also
received  $38,750 in common stock,  and warrants to purchase 2,500 shares of the
Company's  common stock at $8 per share. The Company realized a gain on the sale
of $322,000.  STI was acquired in 1992 from Florida Gaming Corporation ("Florida
Gaming"),  for $1,400,000 in cash and 660,000 shares of  Sports-Tech,  valued at
$936,600. Acquisition costs totaled $342,000.

         Concurrent  with the sale of STI, the Company  ceased the operations of
High School  Gridiron  Report  ("HSGR").  HSGR was acquired on June 11, 1993, in
exchange  for  15,000  common  shares  of  the  Company,   valued  at  $255,000,
forgiveness  of a note  receivable  of $161,000 and  assumption  of  liabilities
totaling $29,000.

         The sale of STI and the closing of HSGR  operations have been accounted
for as discontinued  operations and,  accordingly,  the  consolidated  financial
statements  contained  in this Annual  Report have been  reclassified  to report
separately this segment's net assets, operating results, gain on disposition and
cash flows.

Warrant Exercise:

         In July 1991,  under the prior  management,  and in connection with the
acquisition of 57.7% of the outstanding common stock of STI from Florida Gaming,
the Company also acquired, for $40,000, a warrant (the "FGC Warrant") to acquire
a number of shares, which at the time, represented 33% of the outstanding common
stock of Florida Gaming, for an aggregate exercise price of $1,000,000.

         On July 28, 1994, the Company  exercised the FGC Warrant,  in full, and
received  651,752 shares of Florida  Gaming common stock.  The exercise price of
the FGC Warrant was financed with a $1,000,000  loan,  and the shares of Florida
Gaming common stock were pledged to collateralize the repayment of the loan. The
parties to the loan  included,  among  others,  the Company's  former  chairman,
former  president,  a former  director  and a  shareholder,  who  each  provided
$200,000.  The other  lenders  were  non-affiliates.  The lenders  received  the
repayment of the $1,000,000  loan with interest at 7.75%,  totaling $9,000 and a
$300,000 commitment fee from the proceeds of the subsequent stock sale.

         During  the year ended  June 30,  1995,  as a  condition  precedent  to
closing of the merger  with  Alliance  Media,  the  Company  sold all the common
shares of Florida  Gaming stock it had acquired for  $2,683,000 and recognized a
gain of $1,580,000.

Industry Overview

         Advances in communications  technology and the growing  availability of
complex consumer data are causing marketers to use new information  technologies
and  media   capabilities  to  more  effectively   target  their  customers  and
efficiently  service their needs.  The use of direct  marketing by businesses to
target and  communicate  with potential  customers has been steadily  increasing
due, in part, to the relative cost efficiency of direct  marketing,  as compared
to other  advertising  methods,  as well as the rapid  development of affordable
computer technology.  As a result, the analysis and management of databases that
contain such  information  will continue to be an important driver for a variety
of marketing  programs.  These programs utilize multiple forms of communications
such as direct mail,  telemarketing,  print,  television,  radio, video, CD-ROM,
on-line  services,  such as the Internet,  and other  interactive and multimedia
formats.

         Over the next decade, these marketing  methodologies will provide major
corporations  with direct access to their  customers and the most cost effective
and efficient  means for targeting  specific  audiences and developing long term
customer  relationships.  The shift  from mass  marketing  to  personalized  and
targeted  marketing enables  advertising and marketing  programs to be evaluated
and adjusted through measurable results. Prior to and during much of the 1970's,
the costs  associated  with selling  products and services,  either through mass
marketing or through personal sales calls,  were relatively low, while the costs
of database development were prohibitive for all but the largest businesses.  In
the 1980's the costs of developing and  implementing  computer  technologies  to
analyze and target potential  customers  declined while the costs of traditional
marketing increased significantly.

         As technological  innovation continues,  the Company believes that more
companies will seek to integrate various direct marketing methodologies within a
wide-range  of  marketing  and media  campaigns.  The ability to  interact  with
customers  and  accurately  measure  the  response  to the message is used for a
variety  of  purposes,  including:  prospecting  for  new  customers,  enhancing
existing  customer  relationships  and evaluating the potential for new products
and  services,  and allows  marketing  campaigns  to be  continually  refined to
further enhance their  effectiveness.  Numerous  industry  sources indicate that
such programs  increase a company's ability to generate  revenues,  directly and
indirectly,  from  specific  audiences  across a wider  market and through  more
personalized access to consumers.

Industry Consolidation

         The  direct   marketing  and  media  services   industries  are  highly
fragmented.  Larger  corporations have been steadily linking marketing and media
strategies to more  effectively  reach customers in an increasingly  competitive
marketplace.  The majority of service  providers are specialized by industry and
type of service.  They are generally small in size,  offering  limited or single
services that support the direct marketing process.  Major corporations continue
to increase  their use of direct  marketing,  information  and media services as
technological  advances  occur.  As such,  merger and  acquisition  activity has
accelerated  among  service   providers  seeking  economies  of  scale,   market
penetration and complementary  services that result from larger,  stronger firms
which possess a greater ability to execute  increasingly  complex  marketing and
media campaigns.

         Most  advertising,  marketing  and media  services  firms,  along  with
internal  corporate  marketing  departments,  rely on outside vendors to execute
their requirements for implementing  marketing  programs.  These vendors provide
specialized  services,  such  as  market  data  analysis,  creation  of  private
databases,  development  and  management  of  information  systems  that support
marketing programs, direct mail creation, production,  tracking and fulfillment,
telemarketing  and the creation of electronic video and digital image processing
and  distribution.   Corporate  marketing  departments,  advertising  and  other
agencies,  often lack this type of  technical  expertise  to create,  manage and
control  various  aspects of the process.  Consequently,  as new  communications
mediums and marketing  methodologies  are introduced  into the  marketplace,  an
increasing  number of different service providers are involved in developing and
executing  marketing  campaigns.  Much  of  the  consolidation  is a  result  of
economies of scale,  the ability to cross-sell  products and  services,  and the
need to coordinate complex marketing programs,  often within a single,  reliable
environment.

Line of Business

         The Company,  through  SD&A,  provides a variety of  telemarketing  and
telefundraising  services  to  clients  in  the  tax-exempt  sector.  Since  its
inception  in 1983,  SD&A has  worked  with over 150  tax-exempt  organizations,
located in over thirty  states,  and has  developed  expertise in working with a
broad range of tax-exempt organizations, including those which support the arts,
such as theaters,  operas,  symphonies and ballets, as well as museums, colleges
and universities,  public television stations and advocacy groups. Campaigns are
conducted either  "on-site" at, or near, the client's  premises or "off-site" at
SD&A's  full  service  calling  center,  located in  Berkeley,  California  (the
"Berkeley Calling Center" or "BCC").

         SD&A's revenues are derived  primarily from fees and  commissions  from
telemarketing campaigns and telefundraising efforts.

         Telemarketing  Campaigns.  Telemarketing  campaigns are highly  focused
marketing  efforts  designed  to sell  subscriptions  to  patrons  for  multiple
performances  or a  portion  of a  season  of  performances  at  live  theatres,
symphonies,  operas,  ballets,  musical  theatres  and similar  performing  arts
venues. The campaigns are tailored to fit the clients' specific needs, generally
range  from  eight to 26 weeks,  and may be  conducted  at or near the  clients'
premises or at the Berkeley Calling Center. The design of each campaign includes
evaluating  and  segmenting  the  target   population  using  database  analysis
programs,  often in combination  with  demographic and  psychographic  screening
programs,  to estimate  the sales  potential  of  different  groups.  Management
believes that this approach to telemarketing  campaigns is an efficient means to
generate  sales  revenue for its clients and that it  strengthens  the  clients'
contact and prospect base,  enhances the  effectiveness  of the clients'  public
relations  as a  fundraising  tool  to  develop  valuable  information-gathering
sources, and expands the database of potential patrons.

         Telefundraising  Efforts.  The telefundraising  efforts fall into three
groups:  Annual Fund  Campaigns,  capital  campaigns  through the SD&A's CapiTEL
program and  Special  Gift  Campaigns.  While  colleges  and  universities  were
generally the first organizations to use telemarketing for capital and endowment
campaigns,  SD&A pioneered the application of these techniques to the performing
arts  through  its  CapiTEL  program.  SD&A  provides  both  program  design and
management, including personalized direct mail and telefundraising solicitation.
Four  different  types of  telefundraising  phone/mail  campaigns are conducted:
Annual Fund  Campaigns  to renew and acquire  donors and  increase  the level of
giving;  Membership  Campaigns  to renew and  acquire  members to  increase  the
client's  membership  base;  CapiTEL  Campaigns  designed  to  solicit  three to
five-year gifts,  typically used for an institutional  client's  physical "brick
and mortar"  projects;  and Special Gift Campaigns seeking large donations often
conducted in conjunction with Annual Fund Campaigns.

         Government Regulation. Telemarketing sales practices are regulated both
federally and at the state level. The federal Telephone Consumer  Protection Act
of 1991 (the "TCPA")  prohibits  telemarketing  firms from initiating  telephone
solicitations  to residential  telephone  subscribers  before 8:00 a.m. or after
9:00 p.m.,  local time,  and  prohibits the use of automated  telephone  dialing
equipment  to call certain  telephone  numbers.  In addition  the TCPA  requires
telemarketing firms to maintain a list of residential customers that have stated
that they do not want to receive telephone  solicitations  and,  thereafter,  to
avoid making calls to such consumers' telephone numbers.

         The federal  Telemarketing  and Consumer Fraud and Abuse Prevention Act
of 1994 (the  "TCFAPA")  broadly  authorizes the Federal Trade  Commission  (the
"FTC")  to issue  regulations  prohibiting  misrepresentation  in  telemarketing
sales.  In August,  1995, the FTC issued updated  proposed  telemarketing  sales
rules.  Generally,  these rules prohibit  misrepresentation  regarding the cost,
terms, restrictions,  performance or duration of products or services offered by
telephone  solicitation  and  otherwise  specifically  address  other  perceived
telemarketing  abuses  in the  offering  of  prizes  and the  sale  of  business
opportunities or investments.  These operating  procedures were already standard
for SD&A prior to enactment of this federal legislation.

         A number of states have enacted,  or are  considering,  legislation  to
regulate telemarketing. For example, telephone sales in certain states cannot be
final unless a written  contract is  delivered  to, and signed by, the buyer and
may be canceled  within three  business  days. At least one state also prohibits
telemarketers  from  requiring  credit card  payment,  and several  other states
require certain  telemarketers  to obtain licenses and post bonds.  From time to
time, bills are introduced in Congress which, if enacted, would regulate the use
of credit  information.  SD&A cannot predict  whether this  legislation  will be
enacted and what effect,  if any, it would have on the  telemarketing  industry.
Many  states   regulate   fundraising   activities   performed  by  professional
fund-raisers  by  requiring  them to register  and to submit  periodic  activity
reports.

         Growth Strategies. Management anticipates future revenue growth through
assisting  current clients to increase the size of existing  subscription  sales
and fundraising  campaigns and through obtaining new clients within its existing
specializations,  and in  other  areas,  such  as  environmental  organizations,
hospitals and national health causes.  Several programs have been implemented to
increase the utilization of the  telefundraising  staff and the BCC capabilities
by existing clients  utilizing only  telemarketing  services.  Finally,  SD&A is
investigating opportunities to utilize additional mediums to provide fundraising
services  for  existing  and  potential  clients  that  supports and creates new
telemarketing and  telefundraising  techniques.  To achieve growth,  the Company
utilizes  an  in-house  marketing  group which  specifically  targets  potential
clients.  New business is also solicited through direct mail,  telemarketing and
attendance at trade shows and industry  conferences.  While management  believes
that these  strategies will increase  revenues,  there can be no assurances that
they will be effective.

         Client Relationships.  During Fiscal 1996, SD&A provided telemarketing,
telefundraising  and  consulting  services  to over 90 clients.  SD&A  generally
operates  under  month-to-month  contractual  relationships  and is paid for its
telemarketing  services based on the type of campaign. In the area of performing
arts, for both  fundraising  and  subscription  sales,  SD&A is typically paid a
percentage  of the total amount raised but, in other  instances,  the Company is
compensated  on an hourly basis.  For Fiscal 1996,  approximately  83% of SD&A's
revenues  were  derived  from  telemarketing  and  telefundraising  and 17% from
off-site campaigns.

         Competition.  SD&A competes with other  companies that provide  similar
services,  as well as from those providing  direct mail,  television,  radio and
other advertising fundraising services. The  telemarketing/fundraising  industry
is very competitive and highly fragmented. Most of SD&A's competitors are small,
single facility operations.  As such,  competition is derived primarily from the
in-house capabilities of the not-for-profit organizations.

         Seasonality.  Typically, telemarketing and telefundraising campaigns
are seasonal in nature with a substantial portion of revenues generated during
the 1st and 4th fiscal quarters.

All-Comm Holdings, Inc. (Previously, Bullhead Casino Corporation)

         In  1979,  under  the  prior  management,   the  Company,  through  its
wholly-owned subsidiary, acquired 6.72 acres of undeveloped land on the Colorado
River in Laughlin,  Nevada, for approximately  $560,000.  On August 16, 1996 the
land was sold to an independent third party, via a public auction,  for $952,000
in cash,  resulting in a net gain of approximately  $114,000 over book value, as
adjusted for capitalized costs and assessments during the holding period.

Employees

         At  September  16,  1996,  the  Company  and  SD&A   collectively  have
approximately 1,100 employees,  of whom approximately 1,000 are part-time.  None
of the Company's employees are covered by collective  bargaining  agreements and
the Company believes that its relations with its employees are good.

Small Business Issuer

         The Company has determined that it is a "small business  issuer" within
the meaning of Securities and Exchange  Commission  Regulation S-B and will make
filings  with the  Securities  and  Exchange  Commission  relating to and during
fiscal 1997 as a small business issuer.

<PAGE>

Item 2 - Properties

         The  Company,  through  All-Comm  Holdings,  Inc.,  owned the  property
identified in Item 1. Also, the Company leases  approximately  2,000 square feet
of office space in Culver  City,  California.  The lease runs through  April 30,
1998,  and includes an option to lease an adjacent 1,204 square feet at the same
rate as the prior lease. SD&A leases  approximately  5,500 square feet of office
space in Venice, California from its founder and president, 5,500 square feet in
Berkeley,  California,  and 250 square feet in Patterson, New York. These leases
range from month to month to two years and include options to renew. The Company
believes  its  facilities  are  suitable and adequate for the purposes for which
they are used and are adequately maintained.

Item 3 - Legal Proceedings

         The Company is party to minor legal  proceedings.  The outcome of these
legal  proceedings  are not  expected to have a material  adverse  effect on the
consolidated  financial  condition,  liquidity or  expectations  of the Company,
based on the Company's current understanding of the relevant facts and law.

Item 4 - Submission of Matters to a Vote of Security Holders

             Not applicable.

<PAGE>


                                    PART II

Item 5 - Market for Registrant's Common Equity and Related Stockholder Matters

        The  common  stock  of the  Company  previously  traded  on  the  NASDAQ
Small-Cap  Market  under the symbol  SPTK.  As approved by the  shareholders  on
August 22, 1995, the Company changed its name to All-Comm Media  Corporation and
the symbol was changed to ALCM.  The following  table  reflects the high and low
sales prices for the Company's  common stock for the fiscal quarters  indicated,
as furnished by the NASD, adjusted for the one-for-four reverse stock split:

                                                    Common Stock
                                       Low Sales Price        High Sales Price
    Fiscal 1996
       Fourth Quarter                         $2.13                $6.38
       Third Quarter                           3.00                 4.44
       Second Quarter                          1.88                 5.00
       First Quarter                           3.63                 8.25

    Fiscal 1995
       Fourth Quarter                         $6.50                $9.50
       Third Quarter                           5.38                 7.50
       Second Quarter                          3.50                 5.75
       First Quarter                           3.00                 5.50

         As of June 30, 1996, there were approximately 900 registered holders of
record of the Company's  common stock.  (This number does not include  investors
whose accounts are maintained by securities firms in "street name".)

         The Company has never declared or paid any cash dividends on its common
stock. The Company currently intends to retain earnings for use in the operation
and expansion of its business and,  therefore,  does not  anticipate  paying any
cash dividends in the foreseeable future.



<PAGE>



Item 6 - Selected Consolidated Financial Data

         The  consolidated  statement  of  operations  data set forth below with
respect to the years ended June 30, 1996,  1995 and 1994,  and the  consolidated
balance sheet data at June 30, 1996 and 1995 are derived from, and are qualified
by  reference  to,  the  audited  consolidated   financial  statements  included
elsewhere in this Annual Report.  The consolidated  statement of operations data
for the years ended June 30, 1993 and 1992 and the  consolidated  balance  sheet
data at June 30,  1994,  1993 and  1992,  are  derived  from  audited  financial
statements  not  included  in this  Annual  Report.  This data should be read in
conjunction with  "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations" and the consolidated  financial  statements and notes
thereto appearing elsewhere in this Report on Form 10-K.

<TABLE>
                                               As of and for the years ended June 30,
                                  1996           1995 (1)(3)          1994 (3)        1993 (3)          1992 (3)
                               ----------       ------------        ----------       ----------        ----------
<S>                           <C>               <C>                 <C>             <C>               <C> 
OPERATING DATA:  (2)
  Sales                       $15,889,210        $3,630,828
  Loss from operations           (460,437)       (1,255,924)         $(844,417)     $(1,992,500)      $(1,515,754)
  Gains from
    sales of securities              -            1,579,539            937,365        3,177,203            59,331
  Interest expense and
    loan commitment fee          (505,128)         (394,200)            (7,165)         (43,604)          (24,292)
  Income (loss) from
    continuing operations      (1,094,373)         (130,859)            86,807          979,457        (1,060,460)
  Net income (loss)            (1,094,373)          110,397         (2,809,887)      (1,115,338)       (1,863,779)
  Income (loss) per
    common share: (4)
  Continuing operations            (.36)            (0.07)              0.06              0.71            (1.03)
  Net income (loss)                (.36)             0.06              (1.91)            (0.82)           (1.81)
Weighted average common
  shares and equivalents        3,068,278         1,807,540          1,468,747        1,373,160         1,032,442

BALANCE SHEET DATA: (2)
  Working capital               1,650,725           577,809           (233,572)         818,792           921,603
  Total assets                 13,301,066        11,824,491          1,639,733        2,657,561         4,319,038
  Long-term obligations,
    net of current portion      1,516,667         3,000,000
  Redeemable convertible
    preferred stock             1,306,358
  Stockholders' equity          6,944,536         5,164,532            665,917        2,119,618         2,649,157

</TABLE>

(1)Reflects  operations of Alliance and SD&A for the period  beginning  with the
acquisition on April 25, 1995.

(2)See  Description  of Business and  Management's  Discussion  and Analysis for
discussion of businesses discontinued and acquired - 1995.

(3)Certain of the above amounts have been restated to reflect discontinued
operations.

(4)Primary  and fully diluted income (loss) per common share are the same in all
fiscal years except 1993.  Fully diluted income per common share from continuing
operations and net loss in fiscal 1993 was $.70 and $(.79), respectively.


<PAGE>


Item 7 - Management's Discussion and Analysis of
            Financial Condition and Results of Operations

Introduction

         This  discussion  summarizes  the  significant  factors  affecting  the
consolidated  operating results,  financial condition and liquidity/cash flow of
the Company for the three year period ended June 30,  1996.  This should be read
in  conjunction  with, the financial  statements and notes thereto,  included in
this Annual Report.  As more fully  described in Footnote 3 to the  consolidated
financial statements, on April 25, 1995, the Company purchased 100% of the stock
of Alliance which had simultaneously acquired SD&A. These acquisitions have been
reflected in the consolidated  financial statements using the purchase method of
accounting.   Accordingly,   the   Consolidated   Statement  of  Operations  and
Consolidated Statement of Cash Flows include the operations of Alliance and SD&A
starting on April 25, 1995.

         Also in the year ended June 30,  1995,  ("Fiscal  1995"),  the  Company
discontinued the operations of Sports-Tech  International,  Inc. and High School
Gridiron Report. In Fiscal 1995, the Company sold Sports-Tech  International and
closed  the HSGR  operation.  The  ultimate  sale of STI  resulted  in a gain of
$322,000. The Consolidated Financial Statements have been reclassified to report
the net assets,  operating results,  gain on disposition and cash flows of these
operations  as  discontinued  operations.   With  the  disposition  of  the  STI
operations,  closure of the HSGR operations and the acquisition of Alliance, the
Company is operating in a completely new industry segment - direct marketing.

Results of Operations 1996 compared to 1995

         Continuing Operations:  Sales and cost of sales totaled $15,889,000 and
$10,882,000,  respectively  for the year ended June 30, 1996 ("Fiscal  1996") as
compared with $3,631,000 and $2,434,000 in Fiscal 1995.  These increases are due
to the inclusion of SD&A  operations for all of Fiscal 1996 as compared with the
66 day period from the date of  acquisition,  April 25, 1995 to June 30, 1995 in
Fiscal  1995.  Net  sales  in  Fiscal  1996  and  1995  from  telemarketing  and
telefundraising totaled $13,228,000 and $3,122,000, respectively, and sales from
off-site campaigns totaled $2,661,000 and $509,000, respectively.

         Cost of sales represents labor and telephone  expenses directly related
to  telemarketing,   telefundraising  and  off-site  campaign  services.   As  a
percentage of relative net sales,  gross profit  relating to  telemarketing  and
telefundraising  and off-site campaigns totaled 30% and 38%,  respectively,  for
the current fiscal year, as compared to 30% and 48%, respectively, for the prior
fiscal year.  The decrease in margins  from the  off-site  campaigns  was due to
Fiscal 1995 including only the period from  acquisition to year end, as compared
to Fiscal 1996,  which included the full year.  During the shortened  period for
Fiscal 1995, the Company serviced a large volume of campaigns,  as compared with
the full year of Fiscal 1996 where the average volume was lower.


<PAGE>


         Selling,  general and  administrative  expenses  include  all  selling,
general and administrative expenses of SD&A and represent the expense of central
services the Company provides to manage its divisional operations,  SD&A and, in
Fiscal 1995,  its  discontinued  operations,  STI and HSGR,  and include  senior
corporate management,  accounting and finance,  general administration and legal
services.  As a result of the  Company's  new  direction,  it now also  includes
expenses relating to identification and evaluation of potential acquisitions.


         Selling,  general and administrative expenses increased $2,724,000,  to
$5,106,000  in Fiscal 1996,  as compared  with  $2,382,000  in Fiscal 1995.  The
increase was comprised of the following components:  The inclusion of $3,640,000
of SD&A selling,  general and administrative  expenses for Fiscal 1996, compared
to $782,000  during the period from April 25, 1995 to June 30, 1995 in the prior
fiscal year,  resulted in an increase of $2,858,000.  Salary expenses associated
with the new management and employees who joined the Company upon resignation of
the prior management and its board of directors on April 25, 1995, attributed to
$107,000 of the increase. Legal expenses decreased $152,000 from $251,000 in the
prior  year to  $99,000  in the  current  year.  Prior  year  expenses  included
preparation  and  filing  of a  registration  statement  required  as  part of a
settlement  reached by prior  management,  maintenance  of the Company's  NASDAQ
Small  Cap  stock  listing,  preparation  of a  proxy  statement  regarding  the
Company's name change, and planning and execution of the new corporate strategy.
Current  year  expenses  included   finalization  of  issues  related  to  prior
operations  of the  company,  as well as efforts  involved in the  planning  and
execution of the new corporate  strategy,  amendment of the Company's prior year
Registration  Statement and  preparation and filing of a special proxy statement
to increase  the  authorized  number of shares of common  stock of the  Company.
Public  relations  increased by $63,000 due to efforts  involved in implementing
the new corporate  strategy.  Professional  fees have  decreased  $70,000 due to
prior year reporting  requirements  surrounding  the acquisition of Alliance and
SD&A and the  disposition of STI. The directors and officers  insurance  premium
decreased  $76,000  due to  additional  coverage  required  in the prior year in
connection  with the  merger.  Discounts  given to induce the  exercise of stock
options totaled $128,000 in the prior year, as compared with none in the current
fiscal year.  In following  the new  corporate  strategy,  the Company  incurred
$128,000 in expenses  relating to  investigation  of acquisition  candidates and
financing  sources.  The value  attributable  to warrants  issued to consultants
during Fiscal 1996 totaled $37,000.  As a condition precedent to the merger with
Alliance  Media,  the Company closed its Beverly Hills office in the prior year,
resulting  in a loss on  disposal of fixed  assets of $30,000  and current  year
decrease in depreciation of $13,000.

         Related party charges  decreased  $6,000, to zero in the current fiscal
year.  The  decrease  is due to  non-recurring  fees  incurred in the prior year
relating to the sale of STI.

         Amortization  of  intangible  assets  totaled  $362,000  in the current
fiscal year,  as compared to $65,000 in the prior fiscal year and related to the
amortization of the  covenant-not-to-compete  and goodwill,  over five years and
forty years,  respectively,  acquired in the Alliance  and SD&A  transaction  on
April 25, 1995.

       A non-recurring net gain from sales of securities  totaled  $1,580,000 in
the prior fiscal year and resulted  from the exercise by the Company of a common
stock purchase  warrant held as an investment and subsequent  liquidation of the
securities.

       Interest  expense  increased  $411,000  in the  current  fiscal  year and
related  primarily to the  acquisition of $4,500,000 of debt in the Alliance and
SD&A acquisition on April 25, 1995.

       Pretax income from SD&A operations totaled $1,363,000 in the current year
and  corporate  expenses  totaled  $2,317,000,  including  $851,000 in corporate
depreciation, amortization and interest expense.

       In the  current  fiscal  year,  the income tax  provision  on  continuing
operations totaled  approximately  $141,000 on losses from continuing operations
of  $953,000.  The  provision  resulted  from state and local taxes  incurred on
taxable income at the subsidiary  level not reduced by losses  incurred at other
levels on which no tax benefits were available.

       Discontinued Operations: The gain on sale of, and loss from, discontinued
operations in the prior fiscal year relates to the STI and HSGR operations which
were  either sold or closed in fiscal  1995,  as a  condition  precedent  to the
merger with Alliance Media.  No amounts related to discontinued  operations were
incurred in the current fiscal year.

Results of Operations 1995 compared to 1994

         Continuing  Operations:  Sales and cost of sales totaled $3,631,000 and
$2,434,000,  respectively  for Fiscal 1995 as compared  with no similar  amounts
incurred in the fiscal year ended June 30, 1994 ("Fiscal 1994"). These increases
are due to the inclusion of SD&A operations from the date of acquisition,  April
25,  1995.  In Fiscal 1995,  net sales from  telemarketing  and  telefundraising
totaled $3,122,000 and sales from off-site campaigns totaled $509,000.

         Cost of sales represents labor and telephone  expenses directly related
to  telemarketing,   telefundraising  and  off-site  campaign  services.   As  a
percentage of relative net sales,  gross profit  relating to  telemarketing  and
telefundraising and off-site campaigns totaled 30% and 48%, respectively.

         Selling,  general and administrative  expenses increased  $1,559,000 to
$2,382,000  in Fiscal 1995 as compared  with  $823,000  in Fiscal  1994.  Of the
increase,  $750,000  resulted from the  inclusion of SD&A  selling,  general and
administrative expenses from the date of acquisition,  April 25, 1995. Severance
payments  made to the prior  management  totaled  $105,000,  and $135,000 of the
increase  related to salary  expenses  associated  with the new  management  and
employees who joined the Company upon  resignation  of the prior  management and
board.  Legal  expenses  increased  $240,000 in Fiscal 1995  primarily due to an
obligation to file a registration  statement  required by prior management,  due
diligence by the new  management  associated  therewith and  maintenance  of the
Company's  NASDAQ  Small Cap stock  listing,  preparation  of a proxy  statement
regarding  the  Company's  name change,  and  planning and  execution of the new
corporate  strategy.  Professional  fees  increased  $100,000  due to  reporting
requirements surrounding the acquisition of Alliance and SD&A and disposition of
STI. The directors and officers  insurance premium increased $110,000 due to the
purchase of additional coverage. Discounts given to induce the exercise of stock
options totaled $128,000 in Fiscal 1995, an increase of $42,000 as compared with
Fiscal 1994.  Miscellaneous  other expenses increased $77,000 resulting from the
increased activity of the Company.

         Related party charges decreased  $15,000,  to $6,000 in Fiscal 1995, as
compared with $21,000 in Fiscal 1994. The decrease was due to the termination of
a  consulting  agreement on October 1, 1993,  offset by fees  incurred in Fiscal
1995 relating to the sale of STI. The  consulting  contract was canceled in 1993
because the business activities of the Company no longer required the investment
banking services provided.

         Amortization  of intangible  assets totaled  $65,000 in Fiscal 1995 and
related to the amortization of the  covenant-not-to-compete and goodwill, over 5
years and 40 years, respectively, acquired in the Alliance and SD&A transaction.

         The net gain from sales of securities totaled $1,580,000 in Fiscal 1995
and resulted from the exercise by the Company of a common stock purchase warrant
held as an investment.  In July, 1994, the Company  borrowed  $1,000,000 to fund
the  exercise of the  warrant.  The loan was  collateralized  by a pledge of the
warrant shares pursuant to the terms of a pledge  agreement.  The parties to the
$1,000,000 loan included,  among others,  the Company's former chairman,  former
president, a former director and a shareholder,  who each provided $200,000. The
other  lenders were  non-affiliates.  The lenders  received the repayment of the
$1,000,000 loan, interest at 7.75% totaling $9,000 and a $300,000 commitment fee
from the proceeds of the subsequent stock sales. The Company  subsequently  sold
all these securities and recognized a net gain of $1,580,000.  The $300,000 loan
commitment  fee was paid as an  inducement to this group of investors to provide
the money  necessary to exercise the covenant  before its expiration on July 31,
1994.  The  Company's  prior  management  had been unable to obtain the funds to
exercise the warrant at more favorable terms.

         Interest  expense  increased  $87,000 in Fiscal 1995 and related to the
acquisition  of  $4,500,000 of debt in the Alliance and SD&A  acquisition  as of
April 25, 1995,  and the  borrowings  made to exercise the common stock purchase
warrant previously discussed.

         In Fiscal  1995,  the income tax  provision  on  continuing  operations
totaled $75,000 on losses from continuing  operations of $56,000.  The provision
resulted from state and local taxes incurred on taxable income at the subsidiary
level not reduced by losses  incurred at other  levels on which no tax  benefits
were available.

         Discontinued Operations:  The loss from discontinued operations relates
to the STI and HSGR operations  which were either sold or closed in Fiscal 1995,
as a  condition  precedent  to the merger  with  Alliance  Media.  The loss from
discontinued  operations totaled $81,000 in Fiscal 1995, as compared with almost
$2,900,000 in Fiscal 1994. The decrease of $2,819,000 is due to the inclusion of
the results of these  operations  for a partial  year,  and lower  losses due to
reduced  business  activity and non recurrence of the HSGR goodwill write off of
$310,000 and a contract termination settlement of $544,000.

         The gain on the sale of discontinued  operations which totaled $322,000
relates  to the  sale  of STI  and  is  addressed  in  Note  5 of the  Notes  to
Consolidated Financial Statements.

Capital Resources and Liquidity

         The Company's cash and cash equivalents increased by $175,000, $799,000
and $310,000 in 1996, 1995 and 1994 respectively.

         In 1996,  the Company used $884,000 in cash for  operating  activities,
principally  due to net losses incurred during the first full year following the
acquisition of SD&A.  While the SD&A operations  generated net income during the
year, legal, accounting,  administrative and other expenditures at the corporate
offices  incurred by  management  in  implementing  the new  corporate  strategy
approximated  $1.4  million.  These  expenses  included  costs  relating  to the
obligations  associated  with the  registration  statement  and other  remaining
obligations  associated with the activities of the prior management,  as well as
identification  and evaluation of potential  acquisitions and financing sources.
The Company's management has liquidated all known remaining  obligations arising
from the prior  management  and has taken  steps to  reduce  corporate  overhead
during 1997,  principally in payroll reductions.  Additional cash was used by an
increase in accounts receivable at SD&A of $613,000, due to increases in sales.

         In 1996,  the Company used $572,000 in investing  activities.  Payments
totaling  $478,000 were made relating to the  acquisition  of Alliance and SD&A.
This was  principally  comprised of $425,000 in cash paid to the former owner of
SD&A  resulting from the  achievement of defined  results of operations for SD&A
for the year. Capital expenditures in 1996 of $95,000 were principally leasehold
improvements to increase the usable space at the offices of SD&A. SD&A is moving
its Berkeley Calling Center in August 1996 and anticipates that  expenditures in
connection  with the move will  approximate  $100,000.  SD&A plans to expand its
calling  capacity  at the  Berkeley  Calling  Center  in the  Fall of 1996 at an
anticipated  cost of approximately  $75,000.  SD&A plans to finance a portion of
the expansion and moving costs through bank borrowings.

         In 1996, the Company's  financing  activities provided  $1,631,000.  On
April 25, 1995, Alliance and SD&A were acquired for issuance of 1,025,000 common
shares  valued at  $2,745,000  and $500,000 of  acquisition  costs.  Liabilities
acquired  totaled  $6,694,000  including a $4,500,000  note yielding prime to be
paid over a four year period.  The obligations  resulted from the acquisition of
SD&A by  Alliance  and are  payable  to the  former  owner and  founder of SD&A.
Payments due in fiscal 1996 originally  totaled  $1,500,000 payable in quarterly
installments. Additional contingent payments of up to $850,000 per year over the
three year period ending June 30, 1998 may be required  based on  achievement of
defined  results of operations of SD&A after its  acquisition.  At the Company's
option,  up to one half of the additional  contingent  payments may be made with
restricted common shares of the Company subject to certain  registration rights.
SD&A  achieved its defined  results of  operations  during 1996 and $425,000 was
paid in cash and  $425,000  accrued in stock,  as of June 30,  1996.  In October
1995, and in February 1996,  the long term  obligations  due to the sole selling
shareholder  of SD&A were  restructured  and the  terms  were  further  modified
whereby  SD&A,  by  borrowing  on its line of credit and from its former  owner,
loaned the parent  Company  $500,000,  payable June 30,  1996.  The Company used
$250,000 of the loan to pay the former owner accrued  interest from September 1,
1995  through a partial  prepayment  for June  1996.  All  other  principal  and
interest  payments  due  monthly  from  January  31,  1996 to May 31,  1996 were
deferred until June 30, 1996.

         In March 1996,  the Company sold 75,000  shares of its common stock for
an aggregate of $120,000,  of which 12,500 shares were sold to related  parties,
in order to meet certain operating  obligations  arising from its acquisition of
SD&A.

         On May 9, 1996,  the  Company  completed  a private  placement  with an
institutional  investor  of 10,000  shares of  convertible  preferred  stock for
$750,000,  $687,000  net after  offering  costs,  which was  redeemed out of net
proceeds of a subsequent private placement as described below.

         On June 7, 1996, the Company completed a private placement with certain
accredited  investors  of  6,200  shares  of  Series  B  Redeemable  Convertible
Preferred  Stock  for  $3,100,000  and  2,000  shares  of  Series  C  Redeemable
Convertible  Preferred  Stock for  $1,000,000.  In addition,  the Company issued
warrants to the Series B preferred  shareholders to acquire a total of 3,100,000
shares of Common Stock at an exercise  price of $2.50 per share for three years,
starting with and subject to the  availability of shares  following  shareholder
authorization  of additional  common shares.  The Company issued warrants to the
Series C  preferred  shareholders  for  3,000,000  shares of Common  Stock at an
exercise price of $3.00 per share for three years,  starting with and subject to
the  availability of shares  following  shareholder  authorization of additional
common shares.

         In  connection  with  the  June  7,  1996   transactions,   payment  of
approximately  $2.0 million was made on long term  obligations due to the former
owner of SD&A. The remaining $2.1 million of long term  obligations  are payable
in 36 monthly  principal  payments  of $58,333  plus  interest  at 8%,  starting
September  19, 1996.  $812,500 was used to reacquire  10,000  shares of Series A
Convertible Preferred Stock issued in the private placement on May 9, 1996.

         The  Company  has  announced  a letter of intent to  purchase,  for all
stock,  Metro Services Group, Inc., a provider of information based products and
services  to the  direct  marketing  industry.  The  Company  is also  currently
involved in acquisition  discussions  with other entities which, if consummated,
would require cash payments, plus issuances of common stock and notes payable to
the sellers,  as well as contingent  payments based on future operating  profits
and performance.  Depending on market conditions, the Company intends to finance
the cash portions of the purchase  prices of these  acquisitions,  as well as to
obtain additional  working capital,  through the issuance of common or preferred
stock  and/or  indebtedness,  if such  funds are  unavailable  from  operations.
Additional  acquisitions,  if consummated,  may be financed in a similar manner.
Although  the Company  believes  that it will be  successful  in  obtaining  the
financing necessary to complete the acquisitions now contemplated,  and those in
the future,  there can be no  assurances  that such capital will be available at
terms  acceptable to the Company,  or at all, or that the  acquisitions  will be
completed.

         The Company  believes that funds available from operations and from the
August,  1996 sale of the Laughlin,  Nevada land will be adequate to finance its
current  operations  and meet interest and debt  obligations  in its fiscal year
ending  June  30,  1997.  Thereafter,  and in  conjunction  with  the  Company's
acquisition and growth  strategy,  additional  financing may be required to meet
potential acquisition payment requirements. The Company believes that it has the
ability to raise funds through  private  placements or public  offerings of debt
and/or equity securities to meet these requirements.  There can be no assurance,
however,  that such capital will be required or available at terms acceptable to
the Company, or at all.

Seasonality  and  Cyclicality:  The business of SD&A tends to be seasonal,  with
higher revenues and profits occurring in the fourth fiscal quarter,  followed by
the first fiscal  quarter.  This is due to  subscription  renewal  campaigns for
SD&A's tax exempt clients, which generally begin in the spring time and continue
during the summer months.

New Accounting Pronouncements

         Adoption of the  Financial  and  Accounting  Standards  Board  ("FASB")
Statement of Financial  Accounting  No. 121,  "Accounting  for the Impairment of
Long-Lived  Assets for Long-Lived  Assets to be disposed of", which is effective
for financial  statements for fiscal years beginning after December 15, 1995, is
not  anticipated  to  have  a  material  effect  on the  Company's  consolidated
financial statements.

         The FASB recently  issued  Statement of Financial  Accounting  No. 123,
"Accounting for Stock-Based  Compensation"  ("SFAS 123"), which is effective for
financial  statements for fiscal years  beginning  after December 15, 1995. SFAS
123 establishes new financial accounting and reporting standards for stock-based
compensation  plans.  Entities will be allowed to measure  compensation cost for
stock-based  compensation  under SFAS 123 or APB Opinion No. 25, "Accounting for
Stock Issued to Employees". The Company elected to remain with the accounting in
APB  Opinion No. 25 and will be  required  to make pro forma  disclosure  of net
income and earnings per share as if the provisions of SFAS 123 had been applied.
The Company will implement SFAS 123 in the first quarter of Fiscal 1997.

<PAGE>



Item 8 - Financial Statements and Supplementary Data

         The Consolidated  Financial  Statements required by this Item 8 are set
forth as indicated in the index following Item 14(a)(1).


Item 9 - Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure

         On July  18,  1995,  the  Company  engaged  Coopers  &  Lybrand  L.L.P.
("Coopers  &  Lybrand")  as the  independent  auditor  for the  Company  and its
subsidiaries  for the year ending June 30, 1995,  replacing  Arthur Andersen LLP
("Arthur Andersen"). The change in the Company's auditor on July 18, 1995 was in
conjunction  with the  relocation of the Company's  corporate  offices to Culver
City,  California,  the merger with Alliance and related acquisition of SD&A and
change in the Board of Directors and management of the Company.

         During the year  ended June 30,  1994,  and the  period  preceding  the
change of  auditors,  there were no  disagreements  with Arthur  Andersen on any
matters of accounting  principles or practices,  financial statement disclosures
or auditing scope or procedures, which disagreements,  if not resolved to Arthur
Andersen's  satisfaction,  would have caused it to make reference to the subject
matter of the disagreement in connection with its report.

    Reference  is made to the Form 8-KA  report  dated July 21,  1995,  for more
information and exhibits thereto containing the accountants' letter.


<PAGE>

                                  PART III

Item 10 - Directors and Executive Officers of the Registrant

         The Company's executive officers,  directors and significant  employees
and their positions with the Company are as follows:

     Name                        Age                   Position
     Barry Peters................55    Chairman of the Board of Directors and
                                         Chief Executive Officer
     E. William Savage...........54    Director, President, Chief Operating
                                         Officer, Secretary and Treasurer
     S. James Coppersmith........63    Director
     Seymour Jones...............65    Director
     C. Anthony Wainwright.......63    Director
     J. Jeremy Barbera...........40    Director and Vice President, All-Comm
                                         Media and President and Chief
                                         Executive Officer of Metro
     Stephen Dunn................46    Vice President, All-Comm Media and
                                         President and Chief Executive Officer
                                         of SD&A
     Robert M. Budlow............35    Vice President, All-Comm Media and
                                         Executive Vice President and Chief
                                         Operating Officer of Metro
     Scott A. Anderson...........39    Chief Financial Officer
     Thomas Scheir...............43    Vice President and Chief Operating
                                         Officer of SD&A

Mr.  Peters has been  Chairman of the Board and Chief  Executive  Officer of the
Company  since the  acquisition  of  Alliance  in April 1995 and has 26 years of
experience in business  development and corporate  finance.  Prior thereto,  Mr.
Peters  served as Chairman and Chief  Executive  Officer of  Alliance,  which he
co-founded,  since its  formation in 1994.  Prior to the  formation of Alliance,
from  1972 to 1993,  Mr.  Peters  served  as the  Managing  Director  of  Vector
Holdings,  Inc. and its  predecessor  companies,  an  investment  concern  which
specialized in sponsoring  management  groups for buyouts and  restructurings of
companies  including:  ESB Ray-O-Vac Corp.,  Time, Inc.,  Avco/Embassy  Pictures
Corp., Signal Companies,  Inc., ITT Corporation,  Borg-Warner Corporation and F.
Schumacher & Co., Inc.

Mr. Savage has been a Director and President, Chief Operating Officer,
Secretary,  and  Treasurer  of the Company  since the  acquisition  of Alliance
in  April  1995  and  has 27  years  of  executive  business experience  with  
emphasis on operations, marketing  and  business development.  Prior thereto,
he served as President of Alliance, which he  co-founded,  since its formation 
in 1994. In addition, Mr. Savage has been  serving  since 1991 as a director
and as President of MovieTheatre Associates, Inc. and Movie Theatre Holdings,  
Inc., a general partner and a limited  partner, respectively, of Movie Theatre
Investors Ltd., an investment partnership that owns and operates movie
theatres.

Mr.  Coppersmith has been a Director of the Company since June 1996. Since 1994,
Mr.  Coppersmith has been Chairman of the Board of Trustees of Boston's  Emerson
College.  Until  his  retirement  in  1994,  he held  various  senior  executive
positions  with  Metromedia   Broadcasting   where  he  managed  its  television
operations  in Los Angeles,  New York and Boston,  and served as  President  and
General  Manager  of  Boston's  WCVB-TV,  an ABC  affiliate  owned by The Hearst
Corporation.  Mr.  Coppersmith  also serves as a director for WABAN,  Inc.,  Sun
America Asset Management Corporation,  Chyron Corporation, Uno Restaurant Corp.,
Kushner/Locke, Inc. and The Boston Stock Exchange.

Mr. Jones has been a Director of the Company since June 1996. From April 1974 to
September 1995, Mr. Jones was a senior partner of the accounting firm of Coopers
& Lybrand L.L.P.  Mr. Jones has over 35 years of accounting  experience and over
10 years of experience as an arbitrator and as an expert  witness,  particularly
in the area of mergers and acquisitions.

Mr.  Wainwright  has been a Director of the Company  since  August 1996 and also
served as a Director of the Company from the  acquisition  of Alliance until May
1996. Prior thereto, he was a director of Alliance. Mr. Wainwright also has been
Chairman and Chief Executive Officer of the advertising firm Harris Drury Cohen,
Inc.  since  1995.  Prior  thereto,  from  1994 to 1995,  he  served as a senior
executive with Cordiant  P.L.C.'s  Compton  Partners,  a unit of the advertising
firm Saatchi & Saatchi  World  Advertising,  and, from 1989 to 1994, as Chairman
and Chief  Executive  Officer of Campbell Mithun Esty, a unit of the advertising
firm Saatchi & Saatchi  World  Advertising,  in New York.  Mr.  Wainwright  also
serves as a director of Gibson Greeting,  Inc., Del Webb  Corporation,  American
Woodmark Corporation and Specialty Retail Group, Inc.

Mr.  Barbera  has been a Director  and Vice  President  of the Company  since
October 1996 and President and Chief Executive  Officer of Metro since its
formation in 1987. Mr. Barbera has 15 years of experience in data  management
services, and over 20 years of experience in the entertainment marketing area.
          

Mr. Dunn has been Vice  President of the Company since  September 1996 and has 
also been President and Chief Executive Officer of SD&A, which  he  co-founded,
since its formation in 1983. Previously, Mr. Dunn served as a consultant for 
the  Los  Angeles  Olympic  Organizing Committee for the Olympic Arts Festival,
as Director of Marketing for  the New World  Festival of the Arts,  and as
Director of Marketing for the Berkeley Repertory Theater.

Mr.  Budlow has been Vice  President of the Company  since October 1996 and
Executive Vice President and Chief Operating Officer of Metro since 1990. He
has 10 years of experience  in database  management  services and  subscription,
membership and donor renewal programs.

Mr. Anderson has been Chief Financial  Officer of the Company since May 1996
and was Controller  from May 1995 to May 1996 and a Director of the Company
from May 1996 to August 1996.  Prior thereto,  from December 1994 to April 1995,
he was associated  with the accounting  firm of Coopers & Lybrand  L.L.P.,  and,
from 1988 to 1994, he was a manager in the assurance  department of an affiliate
of the accounting  firm of Deloitte & Touche,  LLP. Mr.  Anderson is a Certified
Public Accountant.

Mr. Scheir has been Vice President and Chief Operating  Officer of SD&A since
September 1996.  Prior thereto,  from 1990 to September 1996, he was Chief
Financial  Officer of SD&A, and from 1983 to 1990, he served as Business Manager
of SD&A.  Prior to  joining  SD&A,  Mr.  Scheir  was List  Manager  with the San
Francisco Symphony's marketing department.

Compliance with Section 16(A) of the Exchange Act

         Section 16(a) of the Securities  Exchange Act of 1934 requires that the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity  securities,  file reports of ownership
on  Forms  3,  4  and  5  with  the  Securities  and  Exchange  Commission  (the
"Commission")  and the NASDAQ National Market.  Officers,  directors and greater
than ten percent  stockholders are required by the  Commission's  regulations to
furnish the Company with copies of all Forms 3, 4 and 5 they file.

         Based solely on the Company's review of the copies of such forms it has
received and written  representations  from certain  reporting persons that they
were not  required to file  reports on Form 5 for the fiscal year ended June 30,
1996, the Company believes that all its officers, directors and greater than ten
percent  beneficial owners complied with all filing  requirements  applicable to
them with  respect to  transactions  during the fiscal year ended June 30, 1996,
except that Messrs.  Peters,  Savage,  Coogan and Wainwright  each made one late
filing  due to  administrative  timing  errors on the part of the  Company  with
respect to stock options granted and Messrs. Jones and Coppersmith each made one
late filing due to administrative  timing errors on the part of the Company with
respect to their  election as  directors  of the  Company.  The Company has been
advised that Newark Sales Corp.  and Saleslink Ltd. each intend to file one late
report  on or  about  October  29,  1996  concerning  one  transaction,  due  to
administrative timing errors on the part of such stockholders.


<PAGE>

Item 11 - Executive Compensation

Summary Compensation Table

         The  following  table  (the  "Summary   Compensation  Table")  provides
information  relating to  compensation  for the fiscal years ended June 30, 1996
and June 30, 1995 for the Chairman of the Board and Chief Executive  Officer and
each of the other  executive  officers  of the  Company  whose  compensation  is
required to be disclosed by the rules and  regulations of the Commission  during
such years as shown in the table (collectively, the "Named Executive Officers").

<TABLE>
                                                                                                    Long-Term
                                                                                               Compensation Awards
                                            Fiscal Year           Annual                Restricted            Securities
                                               Ended           Compensation                Stock              Underlying
                                            June 30,(1)         Salary ($)               Awards($)          Options/SARs(#)
                                            ----------          ----------               ---------          ---------------
<S>                                         <C>                <C>                      <C>                 <C>   
Name and Principal Position
Barry Peters                                   1996               100,626                  32,058               150,000
    Chairman of the Board and                  1995                26,442
    Chief Executive Officer
E. William Savage                              1996               100,626                  32,058               150,000
    President, Chief Operating                 1995                26,442
    Officer, Secretary and Treasurer
Stephen Dunn                                   1996               228,462                                         5,000
    Vice President, All-Comm Media             1995                42,308
    and President and Chief
    Executive Officer of SD&A
Thomas Scheir                                  1996               128,461                                        12,500
    Executive Vice President, SD&A             1995                21,635
</TABLE>

(1) Prior to the  acquisition  of  Alliance  in  April,  1995  none of the Named
    Executive  Officers  was an officer or employee of the  Company.  Therefore,
    compensation for each of the Named Executive  Officers is shown only for the
    prior two fiscal years.  In addition,  because the  acquisition  of Alliance
    took  place in April,  1995,  the  compensation  shown for each of the Named
    Executive Officers for the fiscal year ended June 30, 1995 reflects only two
    months of compensation in such fiscal year.

         In October 1996,  the Company  acquired  Metro.  Based on their current
arrangements with the Company, if Messrs.  Jeremy Barbera, Vice President of the
Company and President and Chief Executive  Officer of Metro,  and Robert Budlow,
Vice President of the Company and Executive  Vice  President of Metro,  had been
executive  officers of the company at the  beginning of fiscal 1996,  they would
have been among the most highly  compensated  executive  officers of the Company
for such fiscal year. Based on their current  arrangements with the Company, the
Company expects that Messrs. Barbera and Budlow will be among the Company's most
highly   compensated   executive   officers  for  fiscal  1997.  See  "Executive
Compensation--Employment Contracts."

Stock Option Grants

         The table below provides  information relating to stock options granted
to the Named Executive Officers during the fiscal year ended June 30, 1996.

<TABLE>
                                                    Individual Grants(1)                            
                              -------------------------------------------------------------        Potential Realizable
                                Number of       % of Total                                        Value at Assumed Annual
                               Securities      Options/SARs                                          Rates of Stock
                               Underlying       Granted to        Exercise or                     Price Appreciation for
                              Options/SARs     Employees in      Base Price($)   Expiration          Option Term (2)
                               Granted (#)    Fiscal Year(3)    (per share(4))      Date            5%            10%
                               -----------    --------------    --------------      ----            --            ---
<S>                           <C>             <C>               <C>              <C>              <C>           <C>
Name
Barry Peters.................    150,000           29%               $2.00        12/01/02        $122,130      $284,615
E. William Savage............    150,000           29%                2.00        12/01/02         122,130       284,615
Stephen Dunn.................      5,000            1%                3.38        01/08/99           2,660         5,586
Thomas Scheir................     12,500            2%                2.00        12/01/02          10,178        23,718

</TABLE>

(1) Since June 30, 1996 through the date hereof,  options currently  exercisable
    for 300,000 shares of the Company's  common stock,  par value $.01 per share
    (the  "Common  Stock"),  have been  granted  to each of Mr.  Peters  and Mr.
    Savage. No other additional  options have been granted during this period to
    any of the Named Executive Officers.
(2) Potential realizable value was calculated using an assumed annual compounded
    growth rate over the term of the option of 5% and 10%, respectively.  Use of
    this  model  should  not be viewed in any way as a  forecast  of the  future
    performance  of the Common Stock,  which will be determined by future events
    and unknown factors.
(3) During  the  fiscal  year  ended  June  30,  1996,  all  employees  and  all
    non-employee  Directors of the Company received stock options for a total of
    525,003 shares of Common Stock.
(4) Exercise price is the closing sales price of the Common Stock as reported on
    The Nasdaq SmallCap MarketSM on the date of the grant.

         The  following  table sets forth  information  regarding the number and
value of  securities  underlying  unexercised  stock  options  held by the Named
Executive Officers as of June 30, 1996.

<TABLE>
                                                   Number of Securities               Value of Unexercised
                                                  Underlying Unexercised              In-the-Money Options/
                                                  Options/SARs at Fiscal               SARs at Fiscal Year
                                                       Year End (#)                        End ($) (1)
                                                       ------------                        -----------
     Name                                        Exercisable/Unexercisable          Exercisable/Unexercisable
     <S>                                         <C>                                <C>
     Barry Peters............................            150,000/0                         506,250/0
     E. William Savage.......................            150,000/0                         506,250/0
     Stephen Dunn............................              5,000/0                          10,000/0
     Thomas Scheir...........................             12,500/0                          42,188/0

</TABLE>

(1)  Fair market value of $5.375 per share at June 30, 1996 was used to 
     determine the value of in-the-money options.


Compensation of Directors
         Directors  who are not  employees of the Company  currently  receive an
annual  retainer fee of $10,000 for serving on the Company's  board of directors
(the "Board of Directors") and an annual retainer fee of $1,500 for serving as a
member of any committee  thereof.  Such  Directors  will also be reimbursed  for
their  reasonable  expenses for  attending  board and  committee  meetings.  Any
Director  who is  also  an  employee  of the  Company  is  not  entitled  to any
compensation  or  reimbursement  of  expenses  for  serving as a Director of the
Company or a member of any committee thereof.


Options Issuable to Directors
         Pursuant to a resolution  of the Board of  Directors,  in April of each
year  commencing  in April  1996,  each  Director  who is not an employee of the
Company and who is then serving as a Director is granted options exercisable for
15,000 shares of Common Stock at an exercise  price equal to the market price of
the Common Stock prevailing on the date such options are granted.


Employment Contracts
         Effective  as of July 1,  1995,  the  Company  entered  into a separate
employment  agreement  with each of Mr. Barry  Peters and Mr. E. William  Savage
providing  for Mr.  Peters'  employment  as  Chairman  of the  Board  and  Chief
Executive Officer of the Company and for Mr. Savage's employment as President of
the Company,  respectively.  Each such agreement provides for an initial term of
employment  of three years  expiring on June 30,  1998 and is  renewable  for an
additional  three-year term at the discretion of the employee  covered  thereby,
subject to  termination  as provided  therein.  The base  salary for Mr.  Peters
during the term of his  employment  agreement  is  $137,500  for the first year,
$195,000 for the second year and  $270,500  for the third year.  The base salary
for Mr. Savage during the term of his  employment  agreement is $125,000 for the
first year,  $175,000 for the second year and  $245,000  for the third year.  In
addition,  pursuant to the terms of the relevant employment  agreement,  each of
Mr. Peters and Mr. Savage has options to acquire  300,000 shares of Common Stock
at an exercise  price of $2.50 per share for the first 150,000  shares and $3.00
per share for the  remaining  150,000  shares,  which  exercise  prices were set
pursuant to a resolution of the Board of Directors on September 26, 1996. At the
end  of  each  year  or as  otherwise  may be  deemed  appropriate  in the  sole
discretion of the Board of  Directors,  each of Mr. Peters and Mr. Savage may be
paid a bonus,  payable in whole or part in Common  Stock at the  election of the
employee. In addition, each year the Board of Directors may grant to each of Mr.
Peters and Mr. Savage such number of options to purchase  shares of Common Stock
at such prices as the Board of Directors may  determine  from time to time to be
appropriate.  During the first year of his  employment,  Mr.  Peters  elected to
receive less than the full amount of cash salary due to him under his employment
agreement  and was paid a total of  $100,626  in cash and $32,058 in the form of
16,029 shares of Common Stock.  During the second year of Mr. Peters' employment
up to and including September 30, 1996, Mr. Peters again elected to receive less
than the full  amount of cash salary due to him under his  employment  agreement
and was paid a total of $18,750 in cash. Similarly, during the first year of his
employment,  Mr.  Savage  elected to receive  less than the full  amount of cash
salary  due to him  under  his  employment  agreement  and was  paid a total  of
$100,626  in cash and  $32,058  in the form of 16,029  shares  of Common  Stock.
During the second year of Mr. Savage's  employment up to and including September
30, 1996,  Mr. Savage again elected to receive less than the full amount of cash
salary due to him under his employment agreement and was paid a total of $18,750
in  cash.  Each of Mr.  Peters  and Mr.  Savage  has  agreed  in his  respective
employment  agreement  not to compete with the Company or engage in any business
similar to that of the Company during the term of such employment agreement.  In
the event Mr. Peters or Mr. Savage,  as the case may be, is terminated for other
than good cause, or if Mr. Peters or Mr. Savage, as the case may be, resigns for
"good reason" (as defined below), then Mr. Peters or Mr. Savage, as the case may
be,  will be  entitled to receive  severance  pay in an amount  equal to (i) one
year's base salary then in effect,  payable in  accordance  with normal  payroll
practices for the remainder of the term, plus (ii) the amount  determined  under
clause (i) but payable in a lump sum on the effective date of such termination.

         For  purposes  of  each of Mr.  Peters'  and  Mr.  Savage's  respective
employment agreement,  "good reason" includes a Change in Control of the Company
(as  defined  therein),  which  is  deemed  to occur  if (a)  after a merger  or
consolidation,  the Company is not the surviving  corporation  and the Company's
stockholders  do not continue to own at least 80% of the Company's  assets,  (b)
there is a sale of  substantially  all of the  assets  of the  Company,  (c) the
stockholders  approve a plan for the  liquidation or dissolution of the Company,
(d) any person becomes a 30% or more beneficial owner of the outstanding  Common
Stock,  or (e) the employee  ceases to be a Director for any reason,  other than
his voluntary  resignation or voluntary election not to stand for re-election as
a Director.

         Effective as of April 25, 1995, SD&A entered into a separate employment
agreement with each of Mr. Stephen Dunn and Mr. Thomas Scheir, providing for Mr.
Dunn's  employment  as President of SD&A and Mr.  Scheir's  employment  as Chief
Financial  Officer of SD&A,  respectively.  Each such agreement  provides for an
initial term  expiring on April 25, 1997,  and is  renewable  for an  additional
one-year term at the  discretion  of the employee  covered  thereby,  subject to
termination as provided therein. The base salary for Mr. Dunn during the term of
his employment agreement is $225,000 for the first year, $250,000 for the second
year and $275,000 for the third year.  The base salary for Mr. Scheir during the
term of his  employment is $125,000 for the first year,  $150,000 for the second
year and  $175,000  for the third  year.  At the end of each  year,  in the sole
discretion  of the board of directors of SD&A,  each of Mr. Dunn and Mr.  Scheir
may be paid a cash bonus.  The agreements also provide for other fringe benefits
as may be approved by the board of directors  of SD&A.  Each of Mr. Dunn and Mr.
Scheir has agreed in his respective  employment agreement not to (i) own, become
employed by, or become a partner of any similar  business during the term of his
employment  agreement,  except  that  each  may own 1% or  less  of any  similar
business  or (ii)  compete  with  SD&A for a period  of three  years  after  the
termination of his employment.

         Effective  as of  October  1,  1996,  Metro  entered  into  a  separate
employment  agreement with each of Mr. Jeremy Barbera, Mr. Robert Budlow and Ms.
Janet Sautkulis  providing for Mr.  Barbera's  employment as President and Chief
Executive Officer of Metro, Mr. Budlow's  employment as Executive Vice President
and Chief Operating Officer of Metro and Ms. Sautkulis'  employment as Executive
Vice President and General Manager of Metro,  respectively.  Each such agreement
provides for an initial term  expiring on  September  30, 1999 (the  "Employment
Term") and is renewable  for an additional  three-year  term unless Metro or the
employee gives written notice to the other party, at least sixty (60) days prior
to the  expiration  of the  Employment  Term,  of its intention not to renew the
employment agreement. The base salary for Mr. Barbera during the Employment Term
is $150,000  for the first year,  $200,000  for the second year and $250,000 for
the third year. Pursuant to the relevant employment  agreement,  the base salary
for each of Mr. Budlow and Ms.  Sautkulis during the Employment Term is $125,000
for the first  year,  $165,000  for the second year and  $200,000  for the third
year. Pursuant to the terms of the relevant  agreement,  during each year of the
Employment Terms, Mr. Barbera, Mr. Budlow and Ms. Sautkulis are each eligible to
receive  raises and bonuses  based upon the  achievement  of earnings  and other
targeted  criteria if and as  determined  by the  Compensation  Committee of the
Board of Directors. The agreements also provide for the granting to Mr. Barbera,
Mr.  Budlow and Ms.  Sautkulis  of options  to  acquire  Common  Stock if and as
determined by the Option Plan Committee. Each of Mr. Barbera, Mr. Budlow and Ms.
Sautkulis has agreed in his or her  respective  employment  agreement (i) not to
compete with Metro or to be associated  with any other similar  business  during
the Employment Term,  except that Mr. Barbera,  Mr. Budlow and Ms. Sautkulis may
each own up to 5% of the outstanding  common stock of certain  corporations,  as
described  more  fully in the  relevant  employment  agreement,  and  (ii)  upon
termination  of  employment  with  Metro,  not to solicit or  encourage  certain
clients of Metro (as more fully described in the relevant employment agreement),
to cease  doing  business  with  Metro,  and not to do  business  with any other
similar business, for a period of three years from the date of such termination.
Metro has the right to terminate the  employment of Mr.  Barbera,  Mr. Budlow or
Ms. Sautkulis,  as the case may be, "for cause" (as defined below), after giving
notice to such  employee,  in which event such employee will be entitled only to
receive  his or her  salary  at the  rate  provided  above  to the date on which
termination takes effect,  plus any compensation  which is accrued but unpaid on
the date of termination.  In the event of a disposition after October 1, 1996 of
the properties and business of Metro by merger,  consolidation,  sale of assets,
sale of stock,  or  otherwise,  Metro has the  right to assign  each  employment
agreement and all of Metro's rights and obligations  thereunder to the acquiring
or surviving corporation. If, for any reason, such employment agreements are not
assigned  to, or assumed  by,  such  acquiring  or  surviving  corporation,  the
employee  covered  thereby may  terminate  such  employment  agreement by giving
written notice thereof within six months of the date of any such  acquisition or
disposition,  and upon such  termination,  or, if the  employment  agreement  is
terminated  by Metro  without  cause,  such employee will be entitled to receive
severance  pay  consisting  of a single lump sum  distribution  (with no present
value  adjustment)  equal to the base salary as provided above for the year then
in effect for a period of one year,  notwithstanding  that such one-year  period
might extend beyond the Employment Term.

         For purposes of each of Mr. Barbera's,  Mr. Budlow's and Ms. Santkulis'
respective employment contract,  "for cause" includes  circumstances whereby the
relevant  employee shall (i) be convicted of a felony crime; (ii) commit any act
or omit to take any  action in bad faith and to the  detriment  of Metro;  (iii)
commit an act of moral  turpitude to the detriment of Metro;  (iv) commit an act
of fraud against  Metro;  or (v)  materially  breach any term of the  employment
agreement  and fail to correct the breach  within 10 days after  written  notice
thereof;  provided that in the case of clauses (ii),  (iii) or (iv) above,  such
determination  must be made by the Board of  Directors  after a meeting at which
such employee shall have been given an opportunity to explain such actions.


Consulting Agreements
         On April 15,  1996,  the Company  entered  into an  agreement  with Mr.
Seymour  Jones to retain his services as a financial  consultant  and advisor to
the Company on a  non-exclusive  basis for a period of one year.  Effective July
1996, the agreement was terminated.  Notwithstanding such termination,  pursuant
to the terms of such  agreement,  in August 1996 Mr.  Jones  purchased  from the
Company, for $2,500 in the aggregate,  warrants exercisable for 50,000 shares of
Common  Stock at an  exercise  price of $2.50 per  share  for the  first  25,000
shares,  $3.00 per share for the next 15,000  shares and $3.50 per share for the
remaining  10,000 shares.  The warrants are currently  exercisable and expire on
April 15, 2000.

         On April 17, 1996,  the Company  entered into an agreement  with Mr. S.
James  Coppersmith to retain his services as a financial  consultant and advisor
to the Company on a non-exclusive basis for a period of one year. Effective July
1996, the agreement was terminated.  Notwithstanding such termination,  pursuant
to the terms of such agreement, in September 1996 Mr. Coppersmith purchased from
the Company, for $2,500 in the aggregate, warrants exercisable for 50,000 shares
of Common  Stock at an  exercise  price of $2.50 per share for the first  25,000
shares,  $3.00 per share for the next 15,000  shares and $3.50 per share for the
remaining  10,000 shares.  The warrants are currently  exercisable and expire on
May 15, 2000.

         On June 3, 1996,  the Company  entered  into an  agreement  with Mr. C.
Anthony Wainwright to retain his services as a financial  consultant and advisor
to  the  Company  on a  non-exclusive  basis  for a  period  of  two  years.  As
compensation for such services, Mr. Wainwright is entitled to receive the sum of
$1,000 per month for the term of the agreement plus all  out-of-pocket  expenses
incurred by Mr.  Wainwright in the  performance of such services,  provided that
prior  authorization  from the Company  shall have been received with respect to
any such  expense.  In addition,  pursuant to the terms of such  agreement,  Mr.
Wainwright  has the right,  which  right,  as of the date  hereof,  has not been
exercised,  to purchase from the Company,  for $2,500 in the aggregate  warrants
exercisable  for 50,000 shares of Common Stock at an exercise price of $4.00 per
share for the first 25,000  shares,  $4.50 per share for the next 15,000  shares
and $5.00 per  share  for the  remaining  10,000  shares.  The  warrants  may be
exercised over a four-year period commencing June 3, 1996. The agreement is only
assignable  without the prior written consent of the other party in the event of
a sale of all or  substantially  all of the  business  of the party  desiring to
assign the  agreement.  The agreement also provides for  indemnification  of Mr.
Wainwright  and  his  affiliates  (and  their  respective  directors,  officers,
stockholders,  general and limited partners,  employees,  agents and controlling
persons and the  successors  and assigns of all of the foregoing) by the Company
for any losses or claims arising out of the rendering of the services called for
in the agreement, other than for negligence or willful misconduct.


Compensation Committee Interlocks and Insider Participation
         The Board of Directors has  established a  compensation  committee (the
"Compensation Committee"), comprised of Messrs. Coppersmith and Wainwright, each
of whom are  independent  Directors  and are not eligible to receive  options or
other rights under any employee  stock or other benefit plan for so long as such
Director is a member of the Compensation Committee (other than the right of each
such Director to receive  options  exercisable for 15,000 shares of Common Stock
granted  in  April  of each  year,  if such  Director  is then  serving  in such
capacity,  pursuant  to a  resolution  adopted by the Board of  Directors).  The
functions of the Compensation Committee are to formulate the Company's policy on
compensation  of executive  officers,  to review and approve annual salaries and
bonuses  for all  officers,  to review,  approve and  recommend  to the Board of
Directors  the terms and  conditions  of all employee  benefit  plans or changes
thereto,  and to  administer  the  Company's  stock  option  plans.  None of the
executive  officers of the Company  serves as a director of another  corporation
where an executive officer of such other corporation serves as a director of the
Company.


Item 12 - Security Ownership of Certain Beneficial Owners and Management

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership  of  Common  Stock as of  October  10,  1996 by:  (i) each
Director and each of the Named Executive  Officers;  (ii) all executive officers
and  Directors  of the Company as a group;  and (iii) each  person  known by the
Company to own  beneficially  more than 5% of the  outstanding  shares of Common
Stock.
                                                Amount and Nature of Common
                                                 Stock Beneficially Owned
Name and Address of Beneficial Holder(1)         Number             Percent
----------------------------------------         ------             -------
Directors and executive officers:
Barry Peters (2)                                676,536              12.2%
E. William Savage (3)                           672,868              12.1
S. James Coppersmith (4)                         50,000               1.0
Seymour Jones (4)                                50,000               1.0
C. Anthony Wainwright (5)                        68,408               1.3
J. Jeremy Barbera (6)                         1,199,924              23.0
Stephen Dunn (7)                                138,716               2.7
Thomas Scheir (8)                                12,875                *
All Directors and executive officers
  as a group (10 persons)                     3,511,444              55.5

5% Stockholders(9):
Naomi Bodner (10)                             2,011,500              28.3
Laura Huberfeld (10)                          2,011,500              28.3
Newark Sales Corp. (11)                       1,583,333              23.7
Saleslink Ltd. (11)                           1,583,333              23.7
Robert Budlow (12)                              599,962              11.6
Seth Antine (13)                                360,000               6.6
Irwin Gross (14)                                270,000               5.0
-------------
*Less than 1%
(1)  Unless otherwise  indicated in these  footnotes,  each stockholder has sole
     voting and investment power with respect to the shares  beneficially owned.
     All share amounts reflect beneficial  ownership determined pursuant to Rule
     13d-3 under the Exchange  Act. All  information  with respect to beneficial
     ownership has been furnished by the respective Director,  executive officer
     or stockholder,  as the case may be. Except as otherwise noted, each person
     has an address in care of the Company.
(2)  Includes 450,000 beneficially owned shares of Common Stock issuable
     upon the exercise of currently exercisable options and 31,375 beneficially
     owned shares of Common Stock owned by family members with respect to which 
     Mr. Peters disclaims beneficial ownership.
(3)  Includes 450,000 beneficially owned shares of Common Stock issuable upon
     the exercise of currently exercisable options and 21,878 beneficially 
     owned shares of Common Stock owned by family members with respect to which
     Mr. Savage disclaims beneficial ownership.
(4)  Includes 50,000 beneficially owned shares of Common Stock issuable upon the
     exercise of currently exercisable warrants.
(5)  Includes 15,000 beneficially owned shares of Common Stock issuable upon the
     exercise of currently  exercisable  options and 50,000  beneficially  owned
     shares of Common Stock issuable upon the exercise of a contractual right to
     purchase  warrants  exercisable  for  such  Common  Stock  pursuant  to Mr.
     Wainwright's consulting agreement with the Company.
(6)  Includes  111,524  beneficially  owned shares of Common Stock issuable upon
     conversion of a convertible promissory note of the Company in the aggregate
     face  amount of  $600,000  issued to Mr.  Barbera  in  connection  with the
     Company's acquisition of Metro.
(7)  Includes 5,000 beneficially owned shares of Common Stock issuable upon
     exercise of currently exercisable warrants.
(8)  Includes 12,500 beneficially owned shares of Common Stock issuable upon
     exercise of currently exercisable options.
(9)  The address for each of the 5% Stockholders is as follows: c/o Broad 
     Capital Associates, Inc., 152 West 57th Street, New York, New York 10019,
     except for Mr. Budlow, whose address is in care of the Company.
(10) Prior to the Offering,  1,000,000 of this 5% Stockholder's  total number of
     beneficially  owned shares of Common Stock are  issuable  upon  exercise of
     currently  exercisable  warrants and 800,000  beneficially  owned shares of
     Common Stock are issuable upon conversion of shares of the Company's Series
     B  Convertible  Preferred  Stock,  par value $.01 per share (the  "Series B
     Preferred  Stock"),  subject  in each  case to this 5%  Stockholder's  sole
     investment power. The remaining 211,500 beneficially owned shares of Common
     Stock  are  owned  by  Naomi   Bodner/Laura   Huberfeld   Partnership  (the
     "Bodner/Huberfeld  Partnership")  and are  subject  to a shared  investment
     power.  Each of Naomi  Bodner  and  Laura  Huberfeld  disclaims  beneficial
     ownership of the shares of Common Stock beneficially owned by the other and
     the  shares  of Common  Stock  beneficially  owned by the  Bodner/Huberfeld
     Partnership.
(11) 83,333 of this 5% Stockholder's  total number of beneficially  owned shares
     of  Common  Stock  are  issuable  upon  conversion  of  shares  of Series C
     Preferred  Stock and  1,500,000  beneficially  owned shares of Common Stock
     issuable upon exercise of currently exercisable warrants.
(12) Includes  55,762  beneficially  owned shares of Common Stock  issuable upon
     conversion of a convertible promissory note of the Company in the aggregate
     face  amount of  $300,000  issued  to Mr.  Budlow  in  connection  with the
     Company's acquisition of Metro.
(13) 200,000 of this 5% Stockholder's  total number of beneficially owned shares
     of Common Stock issuable upon exercise of currently  exercisable  warrants,
     and 160,000  beneficially  owned shares of Common  Stock are issuable  upon
     conversion of shares of Series B Preferred Stock.
(14) 150,000 of this 5% stockholder's  total number of beneficially owned shares
     of  Common  Stock are  issuable  upon  exercise  of  currently  exercisable
     warrants,  and  120,000  beneficially  owned  shares  of  Common  Stock are
     issuable upon conversion of shares of Series B Preferred Stock.

Item 13 - Certain Relationships and Related Transactions

Transactions Under Current Management After Alliance acquisition

         Transactions  with Mr. Dunn. In connection with the acquisition of SD&A
on April 25, 1995,  Alliance issued  promissory notes in an aggregate  principal
amount of $4.5 million to Mr. Dunn.  Interest on such notes was payable  monthly
at a rate equal to the prime rate of Bank of America,  N.T. & S.A., as in effect
from time to time,  subject to a maximum  of 10% and a minimum of 8%.  Principal
payments were due quarterly,  and  originally  $1.5 million was due in quarterly
installments  during fiscal 1996. All of the  outstanding  common shares of SD&A
were  initially  pledged to  collateralize  such notes but were released in June
1996. In connection with such notes, an operating  covenants  agreement  between
the Company and Mr. Dunn included, among other things, provisions requiring that
SD&A have a  minimum  level of  working  capital  and cash  levels,  subject  to
periodic increases based on sales, before dividend payments could be made to the
parent company. In June 1996, the operating covenants agreement was terminated.

         Prior to October  1995,  the Company made all  principal  payments when
due.  Each of the  principal  payments due October 1, 1995,  January 1, 1996 and
April 1, 1996 were deferred as they became due and thereafter from time to time.
In June 1996, principal payments of approximately $2.0 million were made and the
remaining  obligations were  restructured such that the remaining $2.1 minion is
now payable in installments of $58,333 per month,  plus interest at 8%, starting
September 19, 1996.

         SD&A leases its corporate  business  premises from Mr. Dunn.  The lease
requires  monthly rental  payments of $11,805  through  January 1, 1999, with an
option to renew. SD&A incurs all costs of insurance,  maintenance and utilities.
Total rent paid by SD&A to Mr. Dunn during 1996 and from the date of acquisition
to June 30, 1995 was approximately $138,000 and $26,000, respectively.

         Bank Credit Line.  Mr. Dunn is currently a guarantor of SD&A's credit
line.  If such credit line is replaced with another credit facility, the
Company does not currently expect that Mr. Dunn would be a guarantor of such 
replacement credit facility.

         Indebtedness  of  Management.  Subsequent to the close of the Company's
fiscal year ended June 30,  1996,  in October 1996 the Company  consummated  its
acquisition  of Metro.  In February  1996,  Mr.  Barbera,  then a shareholder of
Metro,  borrowed $50,000 from Metro.  Interest on such indebtedness accrues at a
rate of 6% per annum. The principal of such indebtedness,  together with accrued
interest  thereon,  is repayable in four equal  quarterly  installment  starting
March 31, 1998.

         Transactions  with Certain 10%  Stockholders.  Also  subsequent  to the
close of the  Company's  fiscal year ended June 30,  1996,  the Company  filed a
registration  statement  on Form  SB-2 with the  Commission  with  respect  to a
proposed  public  offering  of  Common  Stock.  In  connection   therewith,   as
consideration  for their agreement to certain lock-up  arrangements for a period
of nine months from the date of the prospectus  relating to such proposed public
offering with respect to shares of Common Stock  issuable upon the conversion of
shares of Series B Preferred  Stock or upon the  exercise of warrants  issued in
connection  with  such  Series B  Preferred  Stock,  upon  consummation  of such
proposed  public  offering,  the Company  will issue  warrants  exercisable  for
400,000,  400,000  and 46,800  shares of Common  Stock to Naomi  Bodner,  in her
individual  capacity,  Laura  Huberfeld,  in her  individual  capacity,  and the
Bodner/Huberfeld Partnership,  respectively. As of October 10, 1996, each of Ms.
Bodner and Ms.  Huberfeld is a beneficial  holder of more than 10% of the Common
Stock.


<PAGE>


Transactions Under Former Management Prior to Alliance Acquisition

         Former Company Counsel:  Robert L. McDonald,  Sr., a former director of
the Company, is a senior partner of McDonald,  Carano,  Wilson,  McCune, Bergin,
Frankovich & Hicks ("McDonald  Carano"),  former general counsel to the Company.
The total amount of fees paid by the Company for  services  rendered by McDonald
Carano for the fiscal  year ended June 30,  1995 did not exceed 5% of the firm's
total  revenues.  Additionally,  Mr. A.J.  Hicks, a partner in McDonald  Carano,
previously served as Assistant Secretary to the Company and to its subsidiaries.

         Investment  Banking Services:  Marshall S. Geller, a former director of
the Company and former chairman of its Executive Committee was a Senior Managing
Director of Golenberg & Geller,  Inc., a private  merchant  banking firm.  Prior
management of the Company retained Golenberg & Geller,  Inc. during the 1995 and
1994 fiscal years to perform investment banking and financial advisory services.
The fees paid by the Company for services  rendered by Mr. Geller's firm for the
fiscal years ended June 30, 1995 and 1994 were $5,700 and $21,000, respectively.
During the 1995 fiscal year, the Company also retained Golenberg & Geller,  Inc.
and Whale  Securities  Co.,  L.P.  ("Whale") to perform  investment  banking and
financial advisory services in connection with the acquisition by the Company of
Alliance Media Corporation.  The finders' fee paid in connection with the merger
with Alliance was $200,000, which was divided as follows:  $100,000 to Golenberg
& Geller,  Inc.;  $50,000 to Whale; and $50,000 to Millennium Capital Corp., one
of the co-finders in the Transaction  ("Millennium").  In addition,  each of Mr.
Geller,  Mr.  Golenberg,  Whale  and  Millennium  received  9,375  shares of the
Company's  Common Stock and a three-year  warrant for 6,250 shares of the Common
Stock at a price of $8.00 in further payment for their services.

         Florida Gaming Corporation Loan: On July 15, 1994, in order to fund the
exercise  price of the  warrant  which the  Company  owned to acquire  shares of
Florida Gaming Corporation  ("FGC"), the prior management of the Company entered
into a loan agreement  (the "FGC Loan") for  $1,000,000  with a group of lenders
(the  "Lenders"),  which included  Messrs.  Marshall  Geller (former  director),
Arnold Rosenstein  (former  president),  and Neil Rosenstein (former Chairman of
the Board and Chief Executive Officer) (the "Affiliated  Lenders").  The Company
borrowed the  $1,000,000  available  under the Loan  Agreement on July 22, 1994.
Borrowings  were secured by a pledge of the common  stock of FGC  issuable  upon
exercise of the warrant.  Each of the Affiliated Lenders lent the Company 20% of
the total FGC Loan, or $200,000.

         Pursuant  to the terms of the FGC Loan,  borrowings  bore  interest  at
"prime  rate." In addition,  the Company was  obligated to pay the Lenders,  pro
rata, a commitment fee of $300,000,  and to pay their  attorneys' fees and other
expenses  incurred in  connection  with the  extension of the FGC Loan.  The FGC
Loan,  including  interest  of $9,000  and the  commitment  fee,  was  repaid by
September 21, 1994.  During the period from July 1994 to March 1995, the Company
sold the FGC common stock.

         Mortgage  Loan to  Subsidiary:  On  June  9,  1994,  under  the  former
management of the Company,  All-Comm  Holdings,  Inc.  (formerly  named Bullhead
Casino Corporation), a wholly-owned subsidiary of the Company, borrowed $350,000
from the Company's former chief executive  officer and its president,  evidenced
by a  promissory  note  and  secured  by a  mortgage  on its  parcel  of land in
Laughlin,  Nevada.  All-Comm  Holdings,  Inc.  loaned the borrowed  funds to the
Company.  The note was due July 31, 1995 with  interest at the rate of 7.75% per
annum, but was repaid in October 1994.

         Purchase  of  Property  and  Equipment:  In  April  1995,  prior to the
acquisition of Alliance,  the Company's former chairman purchased,  for $11,000,
property and equipment  owned by the Company having a cost of $160,000 and a net
book value of $6,000.

         Indebtedness  of  Former  Management.  Pursuant  to  the  terms  of his
employment agreement with the Company, which has expired,  Arnold Rosenstein was
issued  25,000  shares of Common Stock in exchange for a promissory  note in the
principal amount of $0.2 million.  The promissory note accrued interest at 10.5%
per annum  payable at maturity on November  1, 1994.  On January 21,  1994,  Mr.
Rosenstein  paid $133,333,  per resolutions of the Company's Board of Directors,
for the early  retirement of the $0.2 million note  receivable for shares issued
to him. The $66,667  allowance was charged to additional  paid-in capital in the
1994 fiscal year.  Also, on December 31, 1993,  accrued  interest of $87,500 was
discounted to $58,334 and paid to the Company.


<PAGE>

                                   PART IV


Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(A)(1)   Financial statements - see "Index to Financial  Statements and 
         Financial Statement Schedules" on page 41.

   (2)   Financial statement schedule - see "Index to Financial Statements and
         Financial Statement Schedule" on page 41.

   (3)   Exhibits:

           3 (i)     Amended and Restated Articles of Incorporation (b)
           3 (ii)    Certificate of Amendment to the Amended and Restated
                       Articles of Incorporation of the Company (b)
           3 (iii)   Certificate of Amendment to Articles of Incorporation (e)
           3 (iv)    By-Laws (b)
           3 (v)     Certificate of Amendment of Articles of Incorporation (h)

           10.1      1991 Stock Option Agreement (c)
           10.2      Operating Covenants Agreement, dated April 25, 1995, 
                     between Alliance Media Corporation and Mr. Stephen Dunn (d)
           10.3      Pledge Agreement, dated as of April 25, 1995, between
                     Alliance Media Corporation and Mr. Stephen Dunn (d)
           10.4      Option Agreement (e)
           10.5      Amendment to Option Agreement (f)
           10.6      Memorandums of Understanding (f)
           10.7      Sample Series B Convertible Preferred Stock Subscription
                     Agreement (g) 
           10.8      Sample Private Placement Purchase Agreement for
                     Convertible Notes (g)
           10.9      Letter from Seller of SD&A agreeing to long-term
                     obligation payment and restructuring (g)
           10.10     Sample Convertible Notes Rescission Letter (h)  
           10.11     Sample Series C Convertible Preferred Stock Subscription
                     Agreement (h)

           11.       Statement re: computation of per share earnings (a)

           22.1      List of Company's subsidiaries (a)

           27        Financial Data Schedule (a)

     (a)  Incorporated herein.
     (b)  Incorporated by reference from the Company's Registration Statement
          on Form S-4, Registration Statement No. 33-45192
     (c)  Incorporated by reference to the Company's  Registration Statement on
          Form S-8,  Registration  Statement 33-43520
     (d)  Incorporated herein by reference to Form 8-K Current Report of
          All-Comm Media Corporation dated April 25, 1995 
     (e)  Incorporated  by reference to the  Company's Report  on Form  10-K
          for the  fiscal  year  ended  June 30,  1995
     (f)  Incorporated by reference to the Company's Report on Form 10-Q for the
          quarter ended March 31, 1996
     (g)  Incorporated by reference to the Company's Report on Form 8-K dated
          June 7, 1996
     (h)  Incorporated by reference to the Company's Report on Form 10-K for
          the fiscal year ended June 30, 1996

(B)  Reports on Form 8-K.
     On May 28, 1996, the Company filed a Memorandum  regarding the  resignation
     of two directors.

     On June 7, 1996,  the Company filed a  notification  of the completion of a
     private placement on June 7, 1996.

(C)  Reference is made to Item 14(a)(3) above.

(D)  Reference is made to Item 14(a)(2) above.


<PAGE>

                                  SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

ALL-COMM MEDIA CORPORATION (Registrant)


By  /s/ Barry Peters
Barry Peters,
Chairman of the Board and Chief Executive Officer

Date:  September 18, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

Signature                      Title                         Date


/s/ Barry Peters               Chairman of the Board and     September 18, 1996
Barry Peters                   Chief Executive Officer


/s/ E. William Savage          Director, President and       September 18, 1996
E. William Savage              Chief Operating Officer


/s/ Scott Anderson             Chief Financial and           September 18, 1996
Scott Anderson                 Accounting Officer


/s/ S. James Coppersmith       Director                      September 18, 1996
S. James Coppersmith


/s/ Seymour Jones              Director                      September 18, 1996
Seymour Jones


/s/ C. Anthony Wainwright      Director                      September 18, 1996
C. Anthony Wainwright

The foregoing constitute all of the Board of Directors.


<PAGE>

                   ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES

                        INDEX TO FINANCIAL STATEMENTS AND
                           FINANCIAL STATEMENT SCHEDULE
                               [Items 8 and 14(a)]



(1)      FINANCIAL STATEMENTS:                                          Page

         Report of Independent Public Accountants                         42

         Consolidated Balance Sheets
           June 30, 1996 and 1995                                         43

         Consolidated Statements of Operations
           Years Ended June 30, 1996, 1995 and 1994                       44

         Consolidated Statements of Stockholders' Equity
           Years Ended June 30, 1996, 1995 and 1994                       45

         Consolidated Statements of Cash Flows
           Years Ended June 30, 1996, 1995 and 1994                      46-47

         Notes to Consolidated Financial Statements                      48-59


(2)      FINANCIAL STATEMENT SCHEDULE:

         I.   Condensed Financial Information of the Registrant

         All other  financial  statement  schedules  are omitted  because of the
absence of the conditions  under which they are required or because the required
information  is given in the  consolidated  financial  statements  or the  notes
thereto.


<PAGE>

                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



The Stockholders of
  All-Comm Media Corporation


We have  audited the  accompanying  consolidated  financial  statements  and the
financial  statement  schedule of All-Comm Media  Corporation and  Subsidiaries,
listed in Items 8 and 14(a) of this Form 10-K/A-2.  These  financial  statements
and  financial  statement  schedule  are the  responsibility  of All-Comm  Media
Corporation's  management.  Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of All-Comm Media
Corporation and  Subsidiaries as of June 30, 1996 and 1995, and the consolidated
results of their  operations and their cash flows for each of the three years in
the period ended June 30, 1996, in conformity with generally accepted accounting
principles.  In  addition,  in our opinion,  the  financial  statement  schedule
referred to above, when considered in relation to the basic financial statements
taken as a whole,  present  fairly,  in all material  respects,  the information
required to be included herein.


                                   /s/ COOPERS & LYBRAND L.L.P.

Los Angeles,  California
September 19, 1996, except
for Note 19 as to which the
date is December 17, 1996


<PAGE>

                     ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
                CONSOLIDATED BALANCE SHEETS - JUNE 30, 1996 AND 1995

                                                      1996              1995
                                                      ----              ----
                                                 (as restated)
ASSETS
Current assets:
    Cash and cash equivalents                     $1,393,044        $ 1,217,772
    Accounts receivable, net of allowance
       for doubtful accounts of $34,906 and
       $40,552 in 1996 and 1995, respectively      2,681,748          2,067,977
    Land held for sale at cost                       921,465            766,651
    Other current assets                             107,658            116,468
                                                 -----------        -----------
        Total current assets                       5,103,915          4,168,868
Property and equipment at cost, net                  299,045            344,154
Intangible assets at cost, net                     7,851,060          7,272,769
Other assets                                          47,046             38,700
                                                 -----------        -----------
        Total assets                             $13,301,066        $11,824,491
                                                 ===========        ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Short term borrowings                        $   500,000
    Note payable to bank                                            $    49,694
    Note payable other                                                   72,000
    Trade accounts payable                           470,706            365,638
    Accrued salaries and wages                       706,039            641,507
    Other accrued expenses                           758,112            683,954
    Income taxes payable                              10,000             94,565
    Current portion of long term 
      obligations to related party                    583,333         1,500,000
    Related party payable                             425,000           183,701
                                                  -----------       -----------
        Total current liabilities                   3,453,190         3,591,059
Long term obligations to related party
  less current portion                              1,516,667         3,000,000
Other liabilities                                      80,315            68,900
                                                  -----------       -----------
Total liabilities                                   5,050,172         6,659,959
                                                  -----------       -----------
Commitments and contingencies:
Redeemable  convertible  preferred stock - 
    of $.01 par value;  shares issued and
    outstanding: 6,200 shares of Series B 
    (none in 1995) ($3,112,130 involuntary
    liquidation preference); 2,000 shares 
    of Series C (none in 1995)($1,005,360 
    involuntary liquidation preference)             1,306,358
                                                  -----------
Stockholders' equity:
    Convertible  preferred  stock - $.01 par
        value;  50,000  shares  authorized,
        8,200 redeemable shares issued and
        outstanding                                    -                -
    Common stock - authorized 6,250,000 
        shares of $.01 par value at June 30,
        1996, increased on August 14, 1996
        to 36,250,000; 3,198,534 and 3,028,092
        shares issued, respectively                    31,985            30,281
    Additional paid-in capital                     13,173,520        10,300,847
    Accumulated deficit                            (6,125,500)       (5,031,127)
    Less 11,800 shares of common stock
        in treasury, at cost                         (135,469)         (135,469)
                                                  -----------       -----------
        Total stockholders' equity                  6,944,536         5,164,532
                                                  -----------       -----------
        Total liabilities and 
          stockholders' equity                    $13,301,066       $11,824,491
                                                  ===========       ===========

See Notes to Consolidated Financial Statements.

<PAGE>

                   ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    YEARS ENDED JUNE 30, 1996, 1995 AND 1994
                               
                                             1996         1995          1994
                                          ----------   ----------    ----------
                                        (as restated)
     Sales                               $15,889,210   $3,630,828
     Cost of sales                        10,882,437    2,434,011
                                          ----------   ----------
         Gross profit                      5,006,773    1,196,817
     Operating Expenses:
     Selling, general and administrative  (5,105,673)  (2,381,912)   $ (823,417)
     Service fees of related parties                       (5,728)      (21,000)
     Amortization of intangible assets      (361,537)     (65,101)
                                          ----------   ----------    ----------
         Loss from operations               (460,437)  (1,255,924)     (844,417)
                                          ----------   ----------    ----------
     Other income (expense):
         Gain from sales of securities                  1,579,539       937,365
         Loan commitment fee                             (300,000)
         Dividends                                                        7,237
         Interest income                      12,276       13,679
         Interest expense                   (505,128)     (94,200)       (7,165)
         Other, net                                         1,047       (19,813)
                                          ----------   ----------    ----------
         Total                              (492,852)   1,200,065       917,624
                                          ----------   ----------    ----------
         Income (loss)from continuing
           operations before income
           taxes                            (953,289)     (55,859)       73,207
         Credit (provision) for income
           taxes                            (141,084)     (75,000)       13,600
                                          ----------   ----------    ----------

     Income (loss) from continuing
         operations before discontinued
         operations                       (1,094,373)    (130,859)       86,807
     Gain on sale of discontinued 
         operations                                       322,387
     Loss from discontinued operations                    (81,131)   (2,896,694)
                                          ----------   ----------    ----------
         Net income (loss)               $(1,094,373)  $  110,397   $(2,809,887)
                                          ==========   ==========    ==========

     Income (loss) per common share:
         From continuing operations         $(.36)        $(.07)        $ .06
         From discontinued operations                       .13         (1.97)
                                            -----         -----         -----
     Income (loss) per common share         $(.36)        $ .06        $(1.91)
                                            =====         =====        ======

     Weighted average common and common
         equivalent shares outstanding     3,068,278    1,807,540     1,468,747
                                           =========    =========     =========

     Primary and fully  diluted  income  (loss) per common share are the same in
fiscal years 1996, 1995 and 1994.

     See Notes to Consolidated Financial Statements.

<PAGE>


                                  ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                    YEARS ENDED JUNE 30, 1996, 1995 AND 1994
                                                 (as restated)
<TABLE>
                             Convertible                        Additional
                           Preferred Stock      Common Stock     Paid-in    Accumulated   Treasury Stock    Receivable
                           Shares   Amount    Shares   Amount    Capital      Deficit     Shares   Amount   for Shares    Totals
<S>                       <C>       <C>     <C>        <C>      <C>         <C>          <C>     <C>        <C>         <C>  
Balance June 30, 1993                       1,252,192  $12,522  $4,667,952  $(2,331,637) (5,550) $(29,219)  $(200,000)  $2,119,618
Issuance of restricted
  shares for litigation
  settlement                                   25,000      250     249,750                                                 250,000
Purchase of shares - cash                                                                (6,250) (106,250)                (106,250)
Receivable paid-at discount                                        (66,667)                                   200,000      133,333
Shares issued upon
  exercise of stock
  options and warrants                        159,641    1,596     991,173                                                 992,769
Discounts granted on
  exercise of options                                               86,334                                                  86,334
Net loss                                                                     (2,809,887)                                (2,809,887)
                           -------------------------------------------------------------------------------------------------------
Balance June 30, 1994                       1,436,833   14,368   5,928,542   (5,141,524)(11,800) (135,469)       --        665,917
Issuance of restricted
  shares for litigation
  settlement                                   37,500      375     149,625                                                 150,000
Issuance of restricted
  shares for merger with
  Alliance Media Corp.                      1,025,000   10,250   2,734,750                                               2,745,000
Issuance of restricted
  shares as finders fees                       42,500      425     138,325                                                 138,750
Private placement of
  shares-cash                                 413,759    4,138   1,014,537                                               1,018,675
Shares issued upon
  exercise of stock
  options and warrants                         72,500      725     207,193                                                 207,918
Discounts granted on
  exercise of options                                              127,875                                                 127,875
Net income                                                                      110,397                                    110,397
                           -------------------------------------------------------------------------------------------------------
Balance June 30, 1995                       3,028,092   30,281  10,300,847   (5,031,127)(11,800) (135,469)       --      5,164,532
Issuance of common
  shares as compensation
  to employees, directors
  and consultants                              95,442      954     218,974                                                 219,928
Sale of shares (including
  12,500 to related parties)                   75,000      750     119,250                                                 120,000
Sale of Series A
  Preferred Stock           10,000   $100                          686,669                                                 686,769
Repurchase of Series A
  Preferred Stock          (10,000)  (100)                        (812,400)                                               (812,500)
Warrants issued with
  Preferred Stock                                                2,672,522                                               2,672,522
Warrants issued to con-
  sultants and creditors                                            82,626                                                  82,626
Accretion of redeemable
  convertible preferred
  stock                                                            (94,968)                                                (94,968)
Net loss                                                                    (1,094,373)                                 (1,094,373)
                           -------------------------------------------------------------------------------------------------------
Balance June 30, 1996                $       3,198,534 $31,985 $13,173,520 $(6,125,500)(11,800)$(135,469)  $   --       $6,944,536
                           =======================================================================================================

</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>


                                    ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     YEARS ENDED JUNE 30, 1996, 1995 AND 1994
<TABLE>
                                                                        1996                1995               1994
                                                                     ----------          ----------         ----------
                                                                   (as restated)
<S>                                                                <C>                  <C>                <C>
Operating activities:                                              
    Net income (loss)                                               $(1,094,373)          $110,397         $(2,809,887)
    Adjustments to reconcile loss to net cash used in
      operating activities:
        Gains from sales of securities                                                  (1,579,539)           (937,365)
        Gain on sale of STI                                                               (322,387)
        Depreciation                                                    139,881             52,348              39,306
        Amortization                                                    361,537             65,101
        Deferred income tax                                                                                    (13,600)
        Loss on disposal of assets                                                          30,319
        Discount on exercise of options                                                    127,875              86,334
        Stock issuances to employees,  directors and consultants        193,677
        Warrant issuances  to  consultants  and  creditors               82,626
        Accrued  interest on redeemable convertible preferred stock      17,490
        Issuance of stock and note for consultant termination
          settlement                                                                                           394,000
    Changes in assets and liabilities net of effects from
       acquisition:
        Accounts receivable                                            (613,771)          (377,631)
        Income tax refund receivable                                                                            55,000
        Other current assets                                             38,710            (16,844)             (3,778)
        Other assets                                                     (8,346)            20,519              61,959
        Trade accounts payable                                          105,068           (147,360)              1,689
        Accrued expenses and other current liabilities                  (21,674)             6,757               3,784
        Income taxes payable                                            (84,565)            55,000
        Discontinued operations, net                                                      (152,662)            936,564
                                                                      ---------          ---------           ---------
    Net cash used in operating activities                              (883,740)        (2,128,107)         (2,185,994)
                                                                      ---------          ---------           ---------
Investing activities:
    Proceeds from sales of investments in securities                                     2,682,811           1,244,090
    Purchase of investment in securities                                                (1,063,272)
    Proceeds from sale of STI                                                              800,000
    Proceeds from sales of fixed assets                                                     11,000
    Acquisition of Alliance Media Corporation, net of cash
        acquired of $567,269                                                               259,088
    Payments relating to acquisition of Alliance & SD&A                (477,704)
    Purchase of property and equipment                                  (94,772)           (43,905)             (6,653)
    Land development costs                                                                 (10,526)
    Investing activities of discontinued operations, net                                                       (42,271)
                                                                      ---------          ---------           ---------
        Net cash provided by (used in) investing activities            (572,476)         2,635,196           1,195,166
                                                                      ---------          ---------           ---------
Financing activities:
    Repurchase of preferred stock                                      (812,500)
    Proceeds from issuances of common stock                             120,000          1,226,593             992,769
    Proceeds from issuances of preferred stock and warrants           4,570,682
    Proceeds from land option                                           150,000
    Proceeds from  bank loans                                           500,000                                150,000
    Repayments of bank loans                                            (49,694)          (513,059)
    Proceeds from note payable other                                                     1,000,000
    Repayments of note payable other                                    (72,000)        (1,072,000)           (200,000)
    Related party borrowing (repayment)                              (2,775,000)          (350,000)            350,000
    Repurchase of common stock                                                                                (106,250)
    Proceeds from receivable for shares                                                                        133,333
    Financing activities of discontinued operations                                                            (19,350)
                                                                     ----------         ----------           ---------
    Net cash provided by financing activities                         1,631,488            291,534           1,300,502
                                                                     ----------         ----------           ---------
Net increase in cash and cash equivalents                               175,272            798,623             309,674
    Cash and cash equivalents at beginning of year                    1,217,772            419,149             109,475
                                                                     ----------         ----------           ---------
Cash and cash equivalents at end of year                             $1,393,044         $1,217,772           $ 419,149
                                                                     ==========         ==========           =========
Supplemental disclosures of cash flow data:
    Cash paid (received) during the year for:
        Interest                                                       $455,276            $60,422          $   20,771
        Financing charge                                                                  $300,000
        Income tax paid (refunded)                                     $155,025            $15,000          $  (55,000)

</TABLE>

Supplemental schedule of non cash investing and financing activities:
In Fiscal 1995, the Company purchased all of the capital stock of Alliance Media
Corporation  for  1,025,000   shares  of  common  stock  valued  at  $2,745,000.
Additionally,  37,500  shares of common stock valued at $100,000  were issued as
finders  fee.  Other  direct  costs  of the  acquisition  totaled  approximately
$500,000.  In  conjunction  with  the  acquisition,   net  assets  acquired  and
liabilities assumed, less payments prior to year end, were:

         Working capital, other than cash                     $601,729
         Property and equipment                               (326,320)
         Costs in excess of net assets of
            companies acquired                              (7,337,870)
         Other assets                                          (23,451)
         Long term debt                                      4,500,000
         Common stock issued                                 2,845,000
                                                            ----------
                                                            $  259,088
                                                            ==========

Five  thousand  shares  of  common  stock  valued at  $38,750  were  issued as a
commission on the sale of STI during 1995.

The Company  issued  37,500  shares of common stock valued at $150,000 in Fiscal
1995 in settlement of a 1994  liability  for early  termination  of a consulting
agreement.

In October,  1995, in accordance with the acquisition agreement between Alliance
Media Corporation and the former owner of SD&A, the purchase price was increased
by $85,699.

In October,  1995, the Company issued 6,250 shares of common stock in settlement
of a liability of $26,250.

In November,  1995,  a special  county bond  measure,  with  principal  totaling
$154,814,  was  assessed  on the  Company's  land  and  was  recorded  as a land
improvement, offset by a liability in accrued other expenses.

In April,  1996,  the Company issued 89,192 shares of common stock in settlement
of liabilities to employees, directors and consultants of $193,678.

During the year ended June 30, 1996, the Company issued  warrants to consultants
and creditors valued at $82,626.

Accrued and unpaid interest on shares of redeemable  convertible preferred stock
during fiscal 1996 totaled $17,490.

On June 30,  1996,  intangible  assets were  increased  by $425,000  for accrued
restricted  common stock  payable to the former  owner of SD&A as an  additional
payment  resulting from SD&A  achievement of defined results of operations.  See
Note 3.

See Notes to Consolidated Financial Statements.

<PAGE>

                  ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  GENERAL:
         All-Comm  Media  Corporation  ("The  Company")  was  formerly  known as
         Sports-Tech,  Inc. The name change was approved at a Special Meeting of
         Stockholders  held on August 22, 1995. On April 25, 1995,  the Company,
         through a  wholly-owned  subsidiary,  was merged  with  Alliance  Media
         Corporation ("Alliance") and its wholly-owned subsidiary,  Stephen Dunn
         & Associates,  Inc.  ("SD&A").  The  shareholders of Alliance  received
         1,025,000  shares of the Company's common stock.  Upon  consummation of
         the  merger,  the  members  of the board of  directors  of the  Company
         resigned  and a new board was  appointed.  Through  SD&A,  the  Company
         currently operates in one industry segment, providing telemarketing and
         telefundraising   to  not-for-profit   arts  and  other   organizations
         principally in the United States.  The Company's mission is to create a
         growth-oriented  direct  marketing and media services  company  through
         acquisitions and internal growth. The Company also owned  approximately
         seven acres of undeveloped land in Laughlin,  Nevada, which was sold on
         August 16, 1996.

         Prior to the merger with Alliance,  the Company's principal  activities
         were the investigation of non-gaming acquisitions.  In fiscal 1992, the
         Company acquired a 100% interest in Sports-Tech  International ("STI"),
         and in fiscal 1993 acquired 100% of the assets and certain  liabilities
         of  High  School  Gridiron  Report  ("HSGR").  STI was  engaged  in the
         development,  acquisition,  integration  and sale of advanced  computer
         software,  computer  equipment and computer aided video systems used by
         sports programs at the professional, collegiate and high school levels.
         HSGR  provided  academic and video data to aid in  pre-qualifying  high
         school  athletes to colleges  and  universities.  In fiscal  1995,  the
         Company discontinued the operations of STI and HSGR.

         The Company  believes that funds available from operations and from the
         August,  1996 sale of the  Laughlin,  Nevada  land will be  adequate to
         finance its current  operations and meet interest and debt  obligations
         in its fiscal year ending June 30, 1997. Thereafter, and in conjunction
         with  the  Company's   acquisition  and  growth  strategy,   additional
         financing  may  be  required  to  meet  potential  acquisition  payment
         requirements.  The  Company  believes  that it has the ability to raise
         funds through  private  placements  or public  offerings of debt and/or
         equity  securities  to  meet  these  requirements.   There  can  be  no
         assurance,  however, that such capital will be required or available at
         terms acceptable to the Company, or at all.

2.  SIGNIFICANT ACCOUNTING POLICIES:
    Principles of Consolidation:
         The consolidated  financial statements include the accounts of All-Comm
         Media Corporation and its wholly-owned subsidiaries, All-Comm Holdings,
         Inc.  (formerly,  Bullhead Casino  Corporation),  All-Comm  Acquisition
         Corporation   (formerly,    BH   Acquisitions,    Inc.),    Sports-Tech
         International, Inc. ("STI") (sold during fiscal year 1995), High School
         Gridiron Report,  Inc.  ("HSGR")  (dissolved  during fiscal year 1996),
         Alliance  Media  Corporation  ("Alliance"),  Stephen Dunn & Associates,
         Inc.  ("SD&A") and BRST Mining  Company  (dissolved  during fiscal year
         1996).  STI and HSGR are  presented as  discontinued  operations in the
         consolidated  financial statements.  All material intercompany accounts
         and transactions are eliminated in consolidation.

    Use of Estimates:
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities  at the date of the financial  statements  and the reported
         amounts of revenues  and  expenses  during the  reporting  period.  The
         estimates and assumptions  made in the preparation of the  consolidated
         financial  statements relate to the assessment of the carrying value of
         assets  and  liabilities.   Actual  results  could  differ  from  those
         estimates.

    Cash and Cash Equivalents/Statement of Cash Flows:
         Highly liquid  investments with an original maturity of three months or
         less are considered to be cash equivalents.

    Available-for-sale Investments:
         Pursuant to SFAS No. 115,  "Accounting for Certain  Investments in Debt
         and Equity Securities",  the Company's marketable equity securities are
         accounted  for at market  value  (Note 16).  The fair  market  value of
         short- and long-term  investments is determined  based on quoted market
         prices for those investments.

    Land held for Sale:
         The cost of acquiring,  improving and planning the  development of land
         was  capitalized.  Costs related to  development  were written off when
         such plans are abandoned.  Interest cost was  capitalized in periods in
         which  activities  specifically  related to the development of the land
         took  place.  The land was valued at lower of cost or market.  The land
         was sold on August 16, 1996. See Note 6.

    Property and Equipment:
         Property   and   equipment   is  recorded  at  cost  less   accumulated
         depreciation.  Maintenance  and repairs are expensed as  incurred.  The
         cost and related accumulated  depreciation and amortization of property
         and  equipment  sold or  retired  are  removed  from the  accounts  and
         resulting   gains  or  losses  are  included  in  current   operations.
         Depreciation  and  amortization  are provided on a straight  line basis
         over the useful lives of the assets  involved,  limited as to leasehold
         improvements by the term of the lease, as follows:

         Equipment    5 years
         Furniture and fixtures..................2 to 7 years
         Computer equipment and software.........3 to 5 years
                      Leasehold improvements.....over the useful life of the
                                                   assets or term of the lease,
                                                   whichever is shorter

    Intangible Assets:
         Excess of cost over net assets acquired in connection with the Alliance
         and SD&A  acquisitions  are being amortized over the period of expected
         benefit of 40 years.  Covenants  not to compete  are stated at cost and
         are amortized  over the period of expected  benefit of five years.  For
         each of its investments, the Company assesses the recoverability of its
         goodwill,  by  determining  whether the  amortization  of the  goodwill
         balance  over its  remaining  life can be recovered  through  projected
         undiscounted future cash flows over the remaining  amortization period.
         If projected future cash flows indicate that unamortized  goodwill will
         not be recovered, an adjustment will be made to reduce the net goodwill
         to an amount  consistent with projected future cash flows discounted at
         the Company's  incremental  borrowing rate.  Cash flow  projections are
         based on trends of historical  performance and management's estimate of
         future  performance,  giving  consideration to existing and anticipated
         competitive and economic conditions.

    Revenue recognition:
         Sales  represent  fees earned by SD&A which are  recorded  when pledged
         cash is received  by SD&A's  clients  for  on-site  campaigns  and when
         services are provided for off-site campaigns.

    Income taxes:
         Deferred  tax  assets  and  liabilities  are  determined  based  on the
         difference between the financial  statement and tax basis of assets and
         liabilities using enacted tax rates and laws applicable to the years in
         which the differences are expected to reverse. Valuation allowances, if
         any, are  established  when necessary to reduce  deferred tax assets to
         the amount  that is more  likely  than not to be  realized.  Income tax
         expense is the tax  payable  for the  period and the change  during the
         period in deferred tax assets and liabilities.

    Concentration of Credit Risk:
         Financial   instruments  that   potentially   subject  the  Company  to
         concentration  of credit  risk  consist  primarily  of  temporary  cash
         investments and trade receivables.  The Company restricts investment of
         temporary cash investments to financial  institutions  with high credit
         standing.  Credit risk on trade receivables is minimized as a result of
         the large and diverse nature of the Company's customer base.

    Earnings (loss) per share:
         Primary  earnings  (loss) per common  and common  equivalent  share and
         earnings per common and common  equivalent share assuming full dilution
         are computed  based on the  weighted  average  number of common  shares
         outstanding and common share  equivalents  attributable to the effects,
         if dilutive,  of the assumed exercise of outstanding  stock options and
         warrants,  and the conversion of all redeemable  convertible  preferred
         stock.

    Reclassifications:
          Certain  prior  year  items have been  reclassified  to  conform  with
          current year presentation.

3.  ACQUISITION OF ALLIANCE MEDIA CORPORATION AND 
    STEPHEN DUNN & ASSOCIATES, INC.:

         On April 25, 1995, the Company,  through a statutory  merger,  acquired
         all of the  outstanding  common shares of Alliance.  The purchase price
         was  approximately  $2,745,000,  consisting  of issuance  of  1,025,000
         restricted  common  shares of the  Company  to former  shareholders  of
         Alliance   valued  at  $2.68  per  common  share.   These  shares  have
         registration  rights  as of  December  1,  1995.  Direct  costs  of the
         acquisition approximated $500,000.  Pursuant to the terms of the merger
         agreement,  upon consummation of the merger the then current members of
         the Company's board of directors  resigned,  and a new board consisting
         of six persons designated by Alliance was appointed.

         The assets of Alliance acquired by the Company  consisted  primarily of
         (i) all the issued and outstanding  stock of Stephen Dunn & Associates,
         Inc.  ("SD&A"),  which  Alliance had acquired  simultaneously  with the
         merger,  (ii) a five year covenant not to compete with the former owner
         of SD&A,  and (iii) the cash  proceeds  of  $1,509,750  (net of certain
         payments,  including  the payment of $1.5 million made  pursuant to the
         acquisition  of SD&A) of a private  placement of equity  securities  of
         Alliance,  which  securities,  upon  consummation  of the merger,  were
         converted into the Company's  common stock.  The purchase price of SD&A
         paid by  Alliance  was $1.5  million  in cash,  plus  $4.5  million  in
         long-term  obligations  yielding  prime rate,  payable over four years.
         Additional  contingent  payments  of up to  $850,000  per year over the
         period ending June 30, 1998 may be required based on the achievement of
         defined  results of  operations of SD&A after its  acquisition.  At the
         Company's option, up to one half of the additional  contingent payments
         may be  made  with  restricted  common  shares  of the  Company.  These
         additional  shares  have  demand   registration  rights  commencing  in
         September  1997.  Alliance  and  SD&A  had  entered  into an  operating
         covenant  agreement relating to the operations of SD&A and Alliance has
         pledged all of the common shares of SD&A acquired to collateralize  its
         obligations under that agreement.

         These  acquisition  terms were revised  pursuant to the Company private
         placement  financing  which  occurred  on June 7,  1996  (see  "Private
         Placements  of  Convertible  Preferred  Stock")  whereby  the long term
         obligations  were  revised and  approximately  $2.0 million was paid in
         June,  1996.  The  balance  of $2.1  million  is  payable in 36 monthly
         principal payments of $58,333,  plus interest at 8%, starting September
         19, 1996.

         The assets of SD&A acquired by Alliance  (and  therefore by the Company
         upon consummation of the merger)  consisted  primarily of cash and cash
         equivalents, accounts receivable and furniture, fixtures and equipment.

         These  acquisitions  were accounted for using the purchase method.  The
         purchase  price  was  allocated  to  assets  acquired  based  on  their
         estimated   fair   value.   This   treatment   initially   resulted  in
         approximately  $6.3 million of costs in excess of net assets  required,
         after  recording  a  covenant  not to  compete  of  approximately  $1.0
         million.  The excess was increased by $850,000 on June 30, 1996, due to
         achievement of defined results of operations of SD&A for the year ended
         June  30,  1996.  Such  excess,  which  may  increase  for any  further
         contingent  payments,  is being  amortized  over the  remainder  of the
         expected period of benefit of 40 years.

         The  operating  results  of  these  acquisitions  are  included  in the
         consolidated  results of operations from the date of  acquisition.  The
         following  summary,  prepared  on  a  pro  forma  basis,  combines  the
         consolidated  results of  operations  as if Alliance  and SD&A had been
         acquired as of the beginning of the period  presented,  after including
         the  impact  of  certain   adjustments,   such  as:   amortization   of
         intangibles, increased interest on the acquisition debt, and adjustment
         of officer salary for new contract.

                                                          Unaudited
                                                      1995         1994
         Net sales                                $15,013,000   $12,685,000 
         Income (loss) from continuing operations    (113,911)      235,965 
         Income (loss) from continuing operations
            per common share                         $(.04)        $0.10 

          The  unaudited  pro forma  information  is provided for  informational
          purposes  only.  It is  based  on  historical  information  and is not
          necessarily  indicative of the actual results that would have occurred
          nor is it  necessarily  indicative of future  results of operations of
          the combined entities.

4.  DISCONTINUED OPERATIONS:

         On December 7, 1994,  the Company  entered into a definitive  agreement
         for the sale of the Company's  subsidiary,  STI. The proposed  purchase
         price for STI's operations was $1,100,000 of which $300,000 was paid as
         of the agreement date.

         By mutual agreement, the closing date was accelerated to March 8, 1995,
         and the purchase price reduced to $800,000,  a reduction of $300,000 on
         the original sales price, out of which $80,000 was paid as a commission
         to STI's former  president.  The former  president of STI also received
         $38,750 in common  stock and  warrants to purchase  2,500 shares of the
         Company's  common  stock at $8.00  per  share in  connection  with this
         transaction.  The Company  realized a gain on the sale of $322,387.  No
         tax is allocable to this gain due to net operating loss carryforwards.

         Concurrent  with the  closing of sale of STI,  all  operations  of HSGR
         ceased and all unrecoverable assets were written off, which amounted to
         approximately  $22,000.  Accordingly,  STI and  HSGR  are  reported  as
         discontinued   operations  at  June  30,  1995,  and  the  consolidated
         financial  statements have been  reclassified to report  separately the
         net assets,  operating  results,  gain on disposition and cash flows of
         these operations.  Revenues of these discontinued operations for fiscal
         1995 and 1994 were $1,147,829 and $1,743,090, respectively.

5.  PROPERTY AND EQUIPMENT
         Property and equipment of continuing operations at June 30, 1996 and 
         1995 consisted of the following:
                                                    1996               1995
            Office furnishings and equipment      $302,607           $246,157
            Leasehold improvements                 169,771            131,447
                                                  --------           --------
                                                   472,378            377,604
            Less accumulated depreciation
                and amortization                  (173,333)           (33,450)
                                                  --------           --------
                                                  $299,045           $344,154
                                                  ========           ========

6.  LAND HELD FOR SALE:
         The Company,  through its wholly owned subsidiary,  All-Comm  Holdings,
         Inc., owned  approximately seven acres of undeveloped land in Laughlin,
         Nevada,  which had a carrying value of $921,465 and $766,651 as of June
         30, 1996 and 1995, respectively. During fiscal 1996, a bond measure was
         passed by Clark  County,  Nevada  authorities,  resulting  in a special
         assessment  to fund  improvements  which would  benefit  the land.  The
         principal  balance  assessed  to  the  Company  totaled  $154,814  plus
         interest  at 6.4% and was  payable  in  semi-annual  installments  over
         twenty years.  The principal was  capitalized  by the Company in fiscal
         1996. During fiscal 1995, the Company  capitalized costs of $10,526 for
         its share of costs  incurred by area  property  owners for  development
         design fees.  On August 16, 1996,  the land was sold to, and  liability
         assumed by, an independent  third party,  via auction,  for $952,000 in
         cash, resulting in a net gain of approximately $114,000.

7.  INTANGIBLE ASSETS:
     Intangible assets at June 30, 1996 and 1995, consist of the following:
                                            1996                1995
     Covenant not to compete             $1,000,000          $1,000,000
     Goodwill                             7,277,698           6,337,870
                                         ----------          ----------
                                          8,277,698           7,337,870
     Less accumulated amortization         (426,638)            (65,101)
                                         ----------          ----------
                                         $7,851,060          $7,272,769
                                         ==========          ==========
         The increase in intangible  assets during 1996 was  principally  due to
         recording of a  contingent  payment of $850,000 due to the former owner
         of SD&A  subsequent to the achievement of defined results of operations
         of SD&A during the year ended June 30, 1996.

8.  SHORT TERM BORROWINGS AND NOTE PAYABLE TO BANK:
         At June 30,  1995,  SD&A had an unused  $350,000  line of credit from a
         bank.  During  fiscal 1996,  the line was increased to $500,000 and was
         fully used at June 30, 1996. The line bears interest at prime plus 1/2%
         (8.75% at June 30, 1996), is  collateralized  by  substantially  all of
         SD&A's assets and is personally  guaranteed  by SD&A's  President.  The
         line of credit also contains  certain  financial  covenants,  including
         current  ratio,   working   capital,   debt  and  net  worth,   capital
         expenditure, and cash flow requirements.

         At June 30, 1995, SD&A had a note payable outstanding totaling $49,694,
         which bore  interest  at the bank's  prime  rate plus  1.75%.  The note
         payable required monthly  principal  repayments of $6,529 plus interest
         and was paid in full during 1996.

9.  OTHER ACCRUED EXPENSES:
         Accrued expenses at June 30, 1996 and 1995 consisted of the following:
                                                   1996           1995
                                                 --------       --------
         Accrued professional fees               $290,897       $287,550
         Accrued taxes and licenses                              116,300
         Other                                    467,215        280,104
                                                 --------       --------
         Total                                   $758,112       $683,954
                                                 ========       ========

10.  LONG TERM OBLIGATIONS TO RELATED PARTY:
         In connection with the acquisition of SD&A on April 25, 1995,  Alliance
         issued promissory notes totaling $4,500,000 to SD&A's current President
         and former sole shareholder. The notes bore interest at prime rate, not
         to exceed  10% or drop below 8%, and were  payable  monthly.  Principal
         payments  were due  quarterly,  and  originally  $1,500,000  was due in
         quarterly  installments  during fiscal 1996. All the outstanding common
         shares of SD&A were initially pledged to collateralize  these notes but
         were  released  in June  1996.  In  connection  with  these  notes,  an
         operating covenant agreement included,  among other things,  provisions
         requiring  that SD&A have a minimum  level of working  capital and cash
         levels,  subject to periodic increases based on sales,  before dividend
         payments can be made to the parent company.  In June 1996 the operating
         covenant agreement was terminated.

         During 1996 the July 1, 1996 principal payment of $375,000 was made and
         the long term obligations were restructured to defer principal payments
         due  October  1, 1995,  January  1, 1996 and April 1, 1996,  until June
         1996. In June, 1996, principal payments of $2,025,000 were made and the
         remaining  obligations  of  $2,100,000  are now  payable at $58,333 per
         month, plus interest at 8%, starting September 19, 1996.

11.  EMPLOYMENT CONTRACTS:
         Subject to execution of definitive agreements,  the Company has entered
         into three-year  employment  arrangements  with current officers of the
         Company.  The  arrangements  provide  for annual  base  salaries,  base
         increases,  cash and option  bonuses  which are  payable  if  specified
         management goals are achieved,  and certain termination  benefits.  The
         aggregate  liability in the event of termination by the Company without
         cause of these employees is approximately $1,000,000.

         The Company also had employment  contracts with certain  members of the
         prior  management  of the Company.  In fiscal 1995 and 1994,  severance
         payments totaling approximately $60,000 and $40,000, respectively, were
         fully paid under the  contracts.  A contract with a prior key member of
         management also required the issuance of 25,000 shares of the Company's
         common stock in exchange for a $200,000  non-recourse  promissory  note
         receivable. The note receivable was due on November 1, 1994, along with
         accrued  interest at 10.5% per annum.  In fiscal  1994,  the  Company's
         Board of Directors  approved  discounting  the interest  receivable and
         note receivable by one third.  The discount of the interest  receivable
         of $29,166 was charged against  operations and the $66,667  discount of
         the note receivable was charged to additional paid in capital.

12. COMMITMENTS AND CONTINGENCIES:
         Leases:  SD&A leases its  corporate  business  premises from its former
         owner.  The lease requires  monthly rental  payments of $11,805 through
         January  1,  1999,  with an option to renew.  SD&A  incurs all costs of
         insurance,  maintenance  and  utilities.  Also,  the Company leases its
         corporate office space, copier,  phones and automobiles under long term
         leases.

         Future minimum rental commitments under all  non-cancelable  leases, as
         of fiscal years ending June 30, are as follows:

                   1997          $324,978
                   1998           310,968
                   1999           199,609
                   2000           130,858
                   2001           130,858
                               ----------
                               $1,097,271
                               ==========

         Rent expense for  continuing  operations  was  approximately  $297,000,
         $89,000  and  $56,000,  for fiscal  years  ended  1996,  1995 and 1994,
         respectively.  Total rent paid by SD&A to its former  owner during 1996
         and from the date of  acquisition  to June 30,  1995 was  approximately
         $138,000 and $26,000, respectively.

         Litigation:  Pursuant to a Settlement and Release  Agreement dated June
         17, 1994 with Membership  Development,  Inc. ("MDI"),  a non-affiliated
         direct  marketing  company  that was  providing  marketing  services to
         Sports-Tech  International,  in fiscal 1994 the Company  issued  25,000
         shares of Sports-Tech  stock valued at $250,000,  executed an unsecured
         non-interest  bearing  promissory  note for $144,000 and in fiscal 1995
         issued an additional 37,500 shares of stock valued at $150,000.  In May
         1995,  MDI  exercised  their  right to  require  the  Company to file a
         registration   statement  registering  these  securities  for  sale.  A
         registration  statement  was  filed  but  has  not  yet  been  declared
         effective.  The entire $544,000 of consideration was expensed in fiscal
         1994 and is included in discontinued operations.

         The Company is party to various minor legal proceedings. The outcome of
         these legal  proceedings  are not  expected to have a material  adverse
         effect on the financial  condition or operation of the Company based on
         the Company's current understanding of the relevant facts and law.

13.  REDEEMABLE CONVERTIBLE PREFERRED STOCK:
         On June 7, 1996,  the Company  completed  the private  placements  with
         accredited investors of 6,200 shares of Series B redeemable convertible
         preferred stock for $3,100,000.  The preferred stock is preferred as to
         the Company's assets over the common stock in the event of liquidation,
         dissolution  or winding-up  of the Company,  prior to  distribution  of
         assets to common stockholders.  The preferred stockholders are entitled
         to their original  investment,  plus accrued,  unpaid  dividends or, if
         unavailable,  a ratable distribution of existing assets. The holders of
         the stock are entitled to receive a dividend payable only on redemption
         or credited  against  conversion,  which shall accrue at the rate of 6%
         per annum. The convertible preferred stock is convertible,  in whole or
         in part, at any time and from time to time until the second anniversary
         of the date of  issuance,  into  common  shares of the  company  at the
         lesser of the  price  paid  divided  by  $1.25,  or 80% of the  average
         closing  sales price of the  Company's  common  stock for the last five
         days prior to  conversion,  and is  subject  to  certain  restrictions,
         including  automatic  conversion on the second anniversary of issuance.
         Under certain unlikely  conditions  prior to conversion,  the preferred
         stock may be redeemed.  In  addition,  the Company  issued  warrants to
         preferred shareholders for 3,100,000 shares of common stock exercisable
         at $2.50 for three years.

         On June 7, 1996,  the Company  completed  the private  placements  with
         accredited  investors of $1,000,000 of  convertible  notes and warrants
         for 3,000,000 shares of common stock. Subsequent to year end, the notes
         and warrants were  rescinded  retroactive  to June 7, 1996 and replaced
         with 2,000 shares of Series C redeemable  convertible  preferred  stock
         for $1,000,000.  The Series C redeemable convertible preferred stock is
         preferred as to the Company's assets over the common stock in the event
         of  liquidation,  dissolution  or winding-up  of the Company,  prior to
         distribution   of  assets  to  common   stockholders.   The   preferred
         shareholders  are entitled to their original  investment,  plus accrued
         unpaid dividends or, if available,  a ratable  distribution of existing
         assets.  The  holders of the stock are  entitled  to receive a dividend
         payable only on redemption or credited against conversion,  which shall
         accrue  at the same  rate of 8% per  annum.  The  Series  C  redeemable
         convertible preferred stock is convertible, in whole or in part, at any
         time and from time to time until the second  anniversary of the date of
         issuance,  into common  shares of the Company at the price paid divided
         by $6.00, and is subject to certain  restrictions,  including automatic
         conversion  on  the  second  anniversary  of  issuance.  Under  certain
         unlikely  conditions  prior to conversion,  the preferred  stock may be
         redeemed.  In  addition,  the  Company  issued  warrants  to  preferred
         shareholders for 3,000,000 shares of common stock  exercisable at $3.00
         for three years.

         The Company  allocated  the net proceeds  received on the sales of each
         series of  preferred  shares and warrants  based on the  relative  fair
         values of the securities at the time of issuance.

14.  STOCKHOLDERS' EQUITY:
         Preferred  Stock:  On May 9, 1996,  the Company  completed  the private
         placement with an  institutional  investor of 10,000 shares of Series A
         convertible  preferred stock for $750,000,  $687,000 net after offering
         costs.  The convertible  preferred  stock was  convertible  into common
         shares of the Company at the lesser of the price paid 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 was
         subject to certain restrictions.

         In connection with the June 7, 1996  transactions,  as described above,
         the  Company  reacquired  the  10,000  shares of  Series A  convertible
         preferred stock for $800,000 plus fees of $12,500.

         Common Stock:  The Board of Directors  approved a one-for-four  reverse
         stock  split of the  Company's  authorized  and  issued  common  stock,
         effective August 22, 1995. The Board also approved  reducing the number
         of authorized  shares of common stock to 6,250,000  with a par value of
         $.01  per  share,   from  the  25,000,000   common  shares   previously
         authorized.  Accordingly, all share and per share data, as appropriate,
         reflect the effect of the reverse split.

         Effective  August 14,  1996,  the  shareholders  and Board of Directors
         approved  an  increase  in the  number of  authorized  shares of common
         stock, from 6,250,000 to 36,250,000.

         During 1996,  the Company  issued 95,441  shares of  restricted  common
         stock as compensation to various employees, directors and consultants.

         In March 1996, the Company sold 75,000  restricted shares of its common
         stock for  $120,000 to four  individuals,  including  12,500  shares to
         related parties.

         In May 1995,  the  Company  completed  a private  placement  of 413,759
         shares of  restricted  common stock,  at $2.68 per share.  These shares
         have registration rights as of December 1, 1995. Net proceeds from this
         offering totaled $1,018,675.

         As discussed in Note 3, in connection  with the acquisition of Alliance
         and SD&A, the Company issued 1,025,000  restricted common shares to the
         former shareholders of Alliance. These shares have registration rights.
         Also in  connection  with the  acquisition,  the Company  issued 37,500
         common shares valued at $100,000 and warrants to purchase 43,077 common
         shares at  $6.00-to-$8.00  per share to  investment  banking  firms,  a
         shareholder,  a director and a law firm which  represented the Company.
         These warrants expire between April 25, 1998 and April 25, 2000.

         In connection  with the sale of  Sports-Tech  International,  Inc., the
         Company approved  issuance of 5,000 common shares valued at $38,750 and
         warrants to purchase  2,500 shares at $8.00  through  April 25, 1995 to
         its former president.

         On July 26, 1991,  the Company  sold  warrants to purchase up to 62,500
         shares of the Company's  common stock to a private investor for $250 in
         cash,  exercisable  at $6.00  per share  through  July 31,  1996.  This
         investor was subsequently  elected to the Company's Board of Directors.
         On January  31,  1994,  this  Director  exercised  warrants to purchase
         25,000  shares of common stock at $4.00 per share  (reduced by Board of
         Directors  Resolution  from $6.00 to $4.00) by paying  $100,000  to the
         Company. On June 9, 1994, this Director sold, in a private transaction,
         18,750 of these warrants to another shareholder of the Company. In May,
         1995,  the Board of Directors  approved the temporary  reduction of the
         exercise  price of these  warrants  from $6.00 to $2.68 and, on May 31,
         1995,  these  37,500  warrants  were  exercised  for  $100,500  in cash
         payments.

          As of  June  30,  1996,  the  Company  has the  following  outstanding
          warrants to purchase 6,370,577 shares of common stock:

<TABLE>
        
                                         Date                    Shares of Common             Exercise Price Per
         Date Issued                  Exercisable               Stock upon Exercise          Share of Common Stock
         <S>                          <C>                       <C>                          <C>
         April 1995                   April 1995                      33,750                     $6.00-8.00
         May 1995                     May 1995                        11,827                        $6.00
         October 1995                 October 1995                    30,000                        $2.50
         January 1996                 January 1996                    32,500                     $3.375-8.00
         February 1996                February 1996                   15,000                     $3.00-4.00
         April 1996                   April 1996                      22,500                        $1.60
         May 1996                     May 1996                       100,000                        $4.50
         June 1996                    June 1996                       25,000                        $4.50
         June 1996                    August 1996                  6,100,000                     $2.50-$3.00
                                                                   ---------
         Total as of June 30, 1996                                 6,370,577
                                                                   =========
</TABLE>

          Stock Options:  In 1991,  the Company  adopted a  non-qualified  stock
          option plan (the 1991 Plan) for key employees, officers, directors and
          consultants  to  purchase  up to 250,000  shares of common  stock.  In
          November,  1995,  the  Board of  Directors  increased  the  number  of
          available shares by 600,000.  The Plan is administered by the Board of
          Directors  which has the authority to determine which officers and key
          employees of the Company will be granted options, the option price and
          exercisability of the options. In no event shall an option expire more
          than ten years after the grant.

         The following  summarizes the stock option  transactions under the 1991
         Plan for the three fiscal years ended June 30, 1996:
                                                  Number         Option Price
                                                of Shares         Per Share
         Outstanding at June 30, 1993            193,617        $6.00 to $16.00
         Granted                                   3,000            $22.00
         Exercised                               (70,058)       $6.00 to $16.00
         Canceled                                (18,667)       $6.00 to $16.00
                                                 -------

         Outstanding at June 30, 1994            107,892        $6.00 to $22.00
         Granted                                   8,750        $5.24 to $7.00
         Exercised                               (22,500)       $2.68 to $5.24
         Canceled                                 (3,334)           $6.00
                                                 -------
         Outstanding at June 30, 1995             90,808
         Granted                                 525,003        $2.00 to $3.00
         Canceled                                (91,004)      $6.00 to $22.00
                                                 -------
         Outstanding at June 30, 1996            524,807
                                                 =======
         All the  outstanding  options under the 1991 Plan are  exercisable  and
         expire as follows:  fiscal 1998 - 2,084, fiscal 2000 - 5,000 and fiscal
         2003 - 517,723. All options granted in fiscal years 1996, 1995 and 1994
         were issued at fair market  value.  At June 30, 1996,  179,504  options
         were available for grant.  In May, 1995, a $128,000  discount was given
         to a former  director of the Company to exercise 18,750 options and was
         recognized as compensation expense.

         In addition to the 1991 Plan,  the Company has other option  agreements
         with former  officers,  directors,  employees and owners of an acquired
         Company.

         The  following  summarizes  transactions  outside the 1991 Plan for the
         three fiscal years ended June 30, 1996:
                                                Number           Option Price
                                               of Shares          Per Share
         Outstanding at June 30, 1993           143,250        $3.00 to $16.00
         Granted                                 18,000       $15.52 to $16.00
         Exercised                              (64,584)       $4.00 to $8.00
         Canceled                               (22,875)       $7.24 to $15.52
                                                -------

         Outstanding at June 30, 1994            73,791        $3.00 to $16.00
         Exercised                              (12,500)           $3.00
         Canceled                               (28,875)       $6.00 to $16.00
                                                -------
         Outstanding at June 30, 1995            32,416
         Canceled                               (30,166)       $4.50 to $6.00
                                                -------
         Outstanding at June 30, 1996             2,250
                                                =======
         All the outstanding  options under these agreements are exercisable and
         expire in fiscal 1999. A one-third discount, totaling $86,334 was given
         to  non-affiliates  when 36,083  options were exercised in January 1994
         and was recognized as compensation expense.

         Common Stock in Treasury:  The Company has  purchased  26,800 shares of
         its common  stock for a total cost of $214,579  (or an average of $8.00
         per  share).  In  connection  with the  acquisition  of the High School
         Gridiron  Report  assets,  15,000  shares were issued from the treasury
         stock. The remaining  treasury shares have a total cost of $135,469 (or
         an average of $11.48 per share).

15.  INCOME TAXES:
         Income tax expense (benefit) from continuing operations is as follows:
                                                 Years Ended June 30,
                                            1996         1995          1994
                                            ----         ----          ----
             Current:
                  Federal                                           ($13,600)
                  State & Local           $141,084     $75,000
                                          --------     -------      --------
             Deferred
                  Total                   $141,084     $75,000      ($13,600)
                                          ========     =======      ========

         A  reconciliation  of the  Federal  statutory  income  tax  rate to the
         effective   income  tax  rate  based  on  pre-tax  income  (loss)  from
         continuing operations follows:

                                                  1996        1995        1994
                                                  ----        ----        ----
         Statutory rate                           (34)%       (34)%        34%
         Increase (decrease) in tax rate 
           resulting from:
              Loss limitations and valuation 
                allowance                          34          34
              Utilization of loss carryforwards                           (53)
              State income taxes                   15         134
                                                   --         ---          --
                  Effective rate                   15%        134%        (19)%
                                                   ==         ===          ==

         Effective July 1, 1993, the Company adopted the provisions of Statement
         of Financial Accounting  Standards No. 109 (SFAS 109),  "Accounting for
         Income  Taxes".  The  adoption  of SFAS 109  resulted  in an income tax
         benefit of $13,600 in fiscal year 1994.

                                                       1996            1995
                                                       ----            ----
         Deferred tax assets:
            Net operating loss carryforwards        $691,100        $374,000
            Amortization of intangibles              142,300         133,000
            Other                                     95,900         158,800
                                                    --------        --------
         Total deferred tax assets                   929,300         665,800
            Valuation allowance                     (789,800)       (364,400)
                                                    --------        --------
         Net deferred tax assets                     139,500         301,400
                                                    --------        --------
         Deferred tax liabilities:
            Cash to accrual adjustment              (139,500)       (262,500)
            Other                                                    (38,900)
                                                    --------        --------
         Total deferred tax liabilities             (139,500)       (301,400)
                                                    --------        --------
         Total deferred taxes, net                  $   -           $   -
                                                    ========        ========

         The  Company  has a net  operating  loss  of  approximately  $2,032,000
         available  which expires from 2008 through 2011.  These losses can only
         be offset with future income.

         No  income  taxes  are  allocable  to the gain on sale of  discontinued
         operations  during  1995  due  to  utilization  of net  operating  loss
         carryforwards.

16.  GAINS FROM SALES OF SECURITIES:
         In July, 1994, the Company borrowed  $1,000,000 to fund the exercise by
         the  Company  of  a  common  stock  purchase  warrant.   The  loan  was
         collateralized  by a pledge of the warrant shares pursuant to the terms
         of a pledge  agreement.  The parties to the  $1,000,000  loan included,
         among others, the Company's former chairman, former president, a former
         director  and a  shareholder,  who each  provided  $200,000.  The other
         lenders were non-affiliates.  The lenders received the repayment of the
         $1,000,000  loan,  interest  at 7.75%  totaling  $9,493  and a $300,000
         commitment  fee from the proceeds of the  subsequent  stock sales.  The
         Company subsequently sold all these securities and recognized a gain of
         $1,580,000.

         During the fiscal year 1994,  the Company  realized gains from the sale
         of an issue of marketable  equity  securities of $937,365.  The Company
         accounted for its investment in marketable  equity securities under the
         cost method.

17.  RELATED PARTY TRANSACTIONS:
         A former director of the Company is the senior  managing  director of a
         private merchant banking firm which was paid  approximately  $5,700 and
         $21,000   for   investment   advisory   services   in  1995  and  1994,
         respectively. In connection with the acquisition of Alliance, a finders
         fee totaling  $100,000 was paid to the merchant  banking firm in fiscal
         1995,  along with the former  director and the other principal owner of
         the merchant banking firm each receiving 9,375 restricted common shares
         of the Company valued at $2.67 per share and warrants to purchase 6,250
         common shares at $8.00 per share.

         On June 9, 1994,  the  Company  borrowed  $350,000  from the  Company's
         former chief executive officer and its former president and pledged its
         equity  interest in the Laughlin  land as security for repayment of the
         loan. The note was due July 31, 1995 with interest at the rate of 7.25%
         (the Bank of America Nevada prime rate at the time of  execution).  The
         promissory  note and  interest  of $8,695  were  repaid in  advance  on
         October 4, 1994.

         A former  director  of the  Company,  and  another  person  serving  as
         secretary  in 1993,  were each  partners  in  different  law firms that
         provided  legal  services  for which the  Company  recognized  expenses
         aggregating  approximately  $31,000  and  $11,000  in  1995  and  1994,
         respectively.

         In April 1995, the former  chairman of the Company  purchased  property
         and equipment owned by the Company with a cost of $160,109 and net book
         value of $5,870 for a discounted appraised value of $11,000 in cash.

          Also see  footnotes  3, 10, 11, 12, 13 and 15 for  additional  related
          party transactions.

18.  NEW ACCOUNTING PRONOUNCEMENTS:
         Adoption of the  Financial  and  Accounting  Standards  Board  ("FASB")
         Statement  of  Financial   Accounting  No.  121,  "Accounting  for  the
         Impairment of Long-Lived  Assets for  Long-Lived  Assets to be disposed
         of",  which is  effective  for  financial  statements  for fiscal years
         beginning  after  December  15,  1995,  is not  anticipated  to  have a
         material effect on the Company's consolidated financial statements.

         The FASB recently  issued  Statement of Financial  Accounting  No. 123,
         "Accounting  for  Stock-Based  Compensation"  ("SFAS  123"),  which  is
         effective for financial  statements  for fiscal years  beginning  after
         December 15, 1995. SFAS 123  establishes  new financial  accounting and
         reporting standards for stock-based  compensation plans.  Entities will
         be allowed to measure  compensation  cost for stock-based  compensation
         under SFAS 123 or APB Opinion No. 25,  "Accounting  for Stock Issued to
         Employees".  The Company  elected to remain with the  accounting in APB
         Opinion No. 25 and will be required to make pro forma disclosure of net
         income and earnings per share as if the provisions of SFAS 123 had been
         applied.  The Company will  implement  SFAS 123 in the first quarter of
         Fiscal 1997.

19.  SUBSEQUENT EVENTS:
         Effective as of October 1, 1996,  the Company  acquired  Metro Services
         Group, Inc. ("Metro")  pursuant to a merger agreement.  In exchange for
         all of the  then  outstanding  shares  of  Metro,  the  Company  issued
         1,814,000   shares  of  its  Common  Stock  valued  at  $7,256,000  and
         promissory notes (the "Notes") totaling $1,000,000.  The Notes shall be
         due and payable,  together with interest  thereon at the rate of 6% per
         annum, on June 30, 1998, subject to earlier repayment, at the option of
         the holder,  upon completion by the Company of a public offering of its
         equity securities.  The Notes are convertible on or before maturity, at
         the option of the holder,  into  shares of Common  Stock at an exchange
         rate of $5.38 per share.  Metro develops and markets  information-based
         services, used primarily in direct marketing by a variety of commercial
         and not-for-profit organizations, principally in the United States.

         On  October  17,  1996,  the  Company  filed a Form  SB-2  registration
         statement  (the  "Registration  Statement")  with  the  Securities  and
         Exchange   Commission.   The  Registration   Statement  relates  to  an
         underwritten public offering (the "Underwritten Offering") of 2,100,000
         shares of Common Stock, of which 1,750,000  shares are being offered by
         the Company and 350,000 are being  offered by certain  stockholders  of
         the  Company.  It also  relates to the sale of  1,381,056  shares  (the
         "Delayed Shares") of Common Stock by certain selling  stockholders on a
         delayed basis  pursuant to Rule 415 of the  Securities  Act of 1933, as
         amended,  none of whom are members of, or affiliated with, the Board or
         management. Of such Delayed Shares, 1,291,588 shares will be subject to
         "lock up" provisions  that prohibit  resale of such shares for a period
         of nine  months  from  the  date of  consummation  of the  Underwritten
         Offering.

         In connection  with the Company's  filing on Form SB-2, the Convertible
         Preferred  Stock  in the  accompanying  financial  statements  has been
         reclassified   in   accordance   with  the   Securities   and  Exchange
         Commission's  requirements.  Accordingly,  the  Redeemable  Convertible
         Preferred Stock is no longer presented as part of stockholders'  equity
         and its initial  carrying  value is being  increased to its  redemption
         value by periodic  accretions  against paid in capital.  In conjunction
         with  this,   previously   recorded  dividends  of  $17,490  have  been
         reclassified  as  interest  and the  previously  reported  net  loss of
         $1,076,883 increased to $1,094,373. There was no impact on earnings per
         share,  as  the  dividends  had  previously   increased  the  net  loss
         attributable to common stockholders to $1,094,373.

         The Company and certain of its securityholders have agreed, on December
         23, 1996, to effect a recapitalization  of the Company's capital stock,
         whereby:  (i) the Company's  Series B Convertible  Preferred Stock, par
         value  $.01  per  share  (the  "Series  B  Preferred  Stock"),  will be
         converted,  in  accordance  with  its  terms  without  the  payment  of
         additional  consideration,  into 2,480,000 shares of Common Stock; (ii)
         the Company's Series C Convertible  Preferred Stock, par value $.01 per
         share  (the  "Series  C  Preferred  Stock"),  will be  repurchased  for
         promissory  notes in an  aggregate  principal  amount of $1.0  million,
         which promissory notes will bear interest at a rate of 8% per annum and
         will be  repayable on demand at any time from and after the date of the
         consummation  of an  underwritten  public  offering  by the  Company of
         Common  Stock,  but in any event such notes will  mature  June 7, 1998;
         (iii) all  accrued  interest  on the Series B  Preferred  Stock and the
         Series C Preferred Stock will be converted into 88,840 shares of Common
         Stock; (iv) warrants related to the Series C Preferred Stock, currently
         exercisable for 3,000,000 shares of Common Stock, will be exchanged for
         600,000  shares of Common  Stock;  (v)  agreements  with certain of the
         Company's   securityholders   to  issue,   upon   consummation  of  the
         Underwritten  Offering,  warrants  exercisable for 1,038,503  shares of
         Common Stock in consideration  for such  securityholders'  agreement to
         certain  lock-up  arrangements  will  be  rescinded  at no  cost to the
         Company;  and  (vi)  options  held  by two of the  Company's  principal
         executive  officers to purchase  300,000 shares of common stock will be
         cancelled at no cost to the Company.  Upon  conversion  of the Series B
         Preferred Stock and accumulated  interest  thereon into Common Stock on
         December  23,  1996,  the Company  incurred a  non-cash,  non-recurring
         dividend for the difference between the conversion price and the market
         price of the Common Stock,  estimated to be $8.5 million. This dividend
         will not impact net income  (loss),  but will impact net income  (loss)
         attributable to common  stockholders in the calculation of earnings per
         share.

         In connection with the Underwritten  Offering, the Company will incur a
         non-recurring  non-cash  charge  estimated  to be $75,000 in the fiscal
         quarter in which the Underwritten Offering is consummated,  as a result
         of the issuance by the Company of warrants exercisable for an aggregate
         of up to 160,414 shares of Common Stock to certain  stockholders of the
         Company as  consideration  for the  agreement of such  stockholders  to
         certain lock-up arrangements.

<PAGE>

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
         the  Registrant  has duly caused this Form 10-K/A-2 to be signed on its
         behalf by the undersigned, thereunto duly authorized.

                           ALL-COMM MEDIA CORPORATION
                           (Registrant)


                           By: /s/ J. Jeremy Barbera
                           Chairman of the Board and
                           Chief Executive Officer


                           By: /s/ Scott Anderson
                           Chief Financial and Accounting Officer

         Date:  June 17, 1997


<PAGE>



                                   SCHEDULE I
                           ALL-COMM MEDIA CORPORATION
                             CONDENSED BALANCE SHEET
                             June 30, 1996 and 1995


         ASSETS                                     1996            1995
         ------                                     ----            ----
         Current assets:
              Cash and cash equivalents          $ 976,644        $479,045
              Other current assets                  54,077          93,781
                                                 ---------        --------
                  Total current assets           1,030,721         572,826
                                                 ---------        --------
         Property and equipment, at cost            29,942          26,992
         Accumulated depreciation                   11,641           3,175
                                                 ---------        --------
         Net property and equipment                 18,301          23,817
         Investments in and advances
           to subsidiaries                       8,008,734       5,136,786
         Other assets                               23,595           9,355
                                                 ---------       ---------
         Total assets                           $9,081,351      $5,742,784
                                                 =========       =========

         LIABILITIES AND STOCKHOLDERS' EQUITY 
         Current liabilities:
              Trade accounts payable             $ 259,327       $ 167,838
              Accrued salaries and wages            77,025          75,366
              Other accrued expenses               476,615         335,048
                                                 ---------       ---------
                  Total current liabilities        812,967         578,252
         Other liabilities                          17,490
                                                 ---------       ---------
                  Total liabilities                830,457         578,252
                                                 ---------       ---------
         Redeemable convertible preferred stock  1,306,358
         Stockholders' equity:
              Common stock                          31,985          30,281
              Additional paid-in capital        13,173,520      10,300,847
              Treasury shares, at cost            (135,469)       (135,469)
              Accumulated deficit               (6,125,500)     (5,031,127)
                                                 ---------       ---------
                  Total stockholders' equity     6,944,536       5,164,532
                                                 ---------       ---------
         Total liabilities and stockholders'
            equity                              $9,081,351      $5,742,784
                                                ==========      ==========




<PAGE>


                                   SCHEDULE I
                            ALL-COMM MEDIA CORPORATION
                         CONDENSED STATEMENT OF OPERATIONS
                         Years Ended June 30, 1996 and 1995


                                                          1996          1995
                                                          ----          ----
    Income:
      Gains from sales of securities                                 $1,579,539
      Equity in earnings (losses) of subsidiaries     $  499,033        (18,320)
                                                      ----------     ----------
            Total                                        499,033      1,561,219
                                                      ----------     ----------

    Costs and expenses:
      General and administrative                       1,455,537      1,386,471
      Depreciation and amortization                       57,811         12,399
                                                      ----------     ----------
            Total                                      1,513,348      1,398,870
                                                      ----------     ----------
    Income (loss) from operations                     (1,014,315)       162,349
                                                      ----------     ----------

    Other income (expense):
              Loan commitment fee                                      (300,000)
              Interest income                             10,081         15,446
              Interest expense                           (90,139)        (8,972)
              Other                                                         318
                                                      ----------     ----------
    Subtotal                                             (80,058)      (293,208)
                                                      ----------     ----------

    Loss from continuing operations before
              discontinued operations                 (1,094,373)      (130,859)
    Loss from discontinued operations:
              Gain on sale of discontinued operations                   322,387
              Loss from discontinued operations                         (81,131)
                                                      ----------     ----------
    Net income (loss)                                $(1,094,373)    $  110,397
                                                      ==========     ==========



<PAGE>


                                 SCHEDULE I
                         ALL-COMM MEDIA CORPORATION
                      CONDENSED STATEMENT OF CASH FLOWS
                      Years Ended June 30, 1996 and 1995


                                                       1996            1995
                                                       ----            ---- 
Operating activities:
   Net cash flows used by operating activities     ($1,108,968)    ($2,485,237)
                                                    ----------      ----------

Investing activities:
   Proceeds from sales of investments in securities                  2,682,811
   Purchase of investment in securities                             (1,063,272)
   Proceeds from sale of STI                                           800,000
   Acquisition of Alliance Media Corporation                          (308,181)
   Investments in and advances to subsidiaries      (2,346,665)        (36,048)
   Purchase of property and equipment                   (2,950)         19,613
                                                    ----------      ----------
      Net cash provided (used) by 
         investing activities                       (2,349,615)      2,094,923
                                                    ----------      ----------

Financing activities:
   Proceeds from issuances of common stock             120,000       1,226,593
   Proceeds from issuances of redeemable
      preferred stock                                4,570,682
   Repurchase of preferred stock                      (812,500)
   Proceeds from land option                           150,000
   Proceeds from note payable other                                  1,000,000
   Repayments of note payable other                    (72,000)     (1,422,000)
                                                    ----------       ---------
      Net cash provided by financing activities      3,956,182         804,593
                                                    ----------       ---------

Net increase in cash and cash equivalents              497,599         414,279

Cash and cash equivalents at beginning of year         479,045          64,766
                                                    ----------       ---------
Cash and cash equivalents at end of year            $  976,644       $ 479,045
                                                    ==========       =========