U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 12-b25 NOTIFICATION OF LATE FILING SEC FILE NUMBER CUSIP NUMBER 33-90672 (Check One): [X]Form 10-K []Form 20-F []Form 11-K []Form 10-Q []Form N-SAR For Period Ended: December 31, 1996 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. Please Print or Type Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: Part I - REGISTRANT INFORMATION THE ADSONLY GROUP, INC. Full Name of Registrant N/A Former Name if Applicable 2269 Chestnut Street, Suite 637 Address of Principal Executive Office (Street and Number) San Francisco, CA 94123 City, State and Zip Code Part II-Rules 12b-25(b) and (c) [X] (a) The reasons described in reasonable detail in Pat III of this form could not be eliminated without unreasonable effort or expense. [X] (b) The subject report will be filed on or before the fifteenth calendar day following the prescribed date. Part III-Narrative The Company's auditors were called out of town without notice, and wer unable to finalize the audit in time. Part IV-Other Information (1) Name and telephone number of person to contact in regard to this notification: Michael Hinshaw (415) 721-0299 (Name) (Area Code) (Telephone Number) Date: March 31, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and dates indicated. Dated: March 31, 1997 By: /s/ Michael Hinshaw -------------------- Michael Hinshaw, President and Chief Executive Officer