SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

/X/ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended March 31, 1999.

                                       or

/ / Transition  report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934

         Commission file number 1-12937

                         ALL COMMUNICATIONS CORPORATION
        (Exact Name of Small Business Issuer as Specified in its Charter)

              New Jersey                                    22-3124655
   (State or other Jurisdiction of                    I.R.S. Employer Number
    Incorporation or Organization)

            225 Long Avenue, P.O. Box 794, Hillside, New Jersey 07205
                    (Address of Principal Executive Offices)

                                  973-282-2000
                (Issuer's Telephone Number, Including Area Code)

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the 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[ ]

     The number of shares outstanding of the registrant's Common Stock as of May
12, 1999 was 4,910,000.

     Transitional Small Business Disclosure Format:

Yes[ ]                     No [X]


<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                                      Index

PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements *
         Consolidated Balance Sheet
                 March 31, 1999 and December 31, 1998                          1

         Consolidated Statement of Operations
                 For the Three Months ended
                 March 31, 1999 and 1998                                       2

         Consolidated Statement of Cash Flows
                 For the Three Months ended March 31, 1999 and 1998            3

         Notes to Consolidated Financial Statements                            4

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                             5

PART II. OTHER INFORMATION

Legal Proceedings                                                              9

Changes in Securities                                                          9

Defaults Upon Senior Securities                                                9

Submission of Matters to a Vote of Security Holders                            9

Other Information                                                              9

Exhibits and Reports on Form 8-K                                               9

Signatures                                                                    10


* The  Balance  Sheet at  December  31,  1998 has been  taken  from the  audited
financial statements at that date. All other financial statements are unaudited.


<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                              March 31,     December 31,
                                                                1999            1998
                                                             -----------    -----------
<S>                                                          <C>            <C>        
ASSETS
Current assets
       Cash and cash equivalents                             $   919,648    $   325,915
       Accounts receivable-net                                 3,948,648      4,317,853
       Inventory                                               3,581,772      3,540,281
       Other current assets                                       33,262         45,577
                                                             -----------    -----------

       Total current assets                                    8,483,330      8,229,626
                                                             -----------    -----------

Furniture, equipment and leasehold improvements-net              606,121        611,518

Deferred financing costs                                          35,403         43,271
Other assets                                                      38,214         38,214
                                                             -----------    -----------

       Total assets                                          $ 9,163,068    $ 8,922,629
                                                             ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
       Current portion of capital lease obligations          $    28,175    $    17,365
       Accounts payable                                        1,883,330      1,412,616
       Accrued expenses                                          729,022        844,082
       Income taxes payable                                         --            2,860
       Deferred revenue                                          172,557        156,133
       Customer deposits                                          16,364         94,721
                                                             -----------    -----------

       Total current liabilities                               2,829,448      2,527,777
                                                             -----------    -----------

Noncurrent liabilities
       Bank loan payable                                       2,408,216      2,403,216
       Capital lease obligations, less current portion            38,520         23,221
                                                             -----------    -----------

       Total noncurrent liabilities                            2,446,736      2,426,437
                                                             -----------    -----------

       Total liabilities                                       5,276,184      4,954,214
                                                             -----------    -----------

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value;
   1,000,000 shares authorized, none issued or outstanding          --             --
Common Stock, no par value; 100,000,000 authorized;
   4,910,000 shares issued and outstanding                     5,229,740      5,229,740
Additional paid-in capital                                       352,024        327,943
Accumulated deficit                                           (1,694,880)    (1,589,268)
                                                             -----------    -----------

       Total stockholders' equity                              3,886,884      3,968,415
                                                             -----------    -----------

       Total liabilities and stockholders' equity            $ 9,163,068    $ 8,922,629
                                                             ===========    ===========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      -1-
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                        Three months ended
                                                             March 31,
                                                        1999           1998
                                                     -----------    -----------


Net revenues                                         $ 3,911,669    $ 2,328,104
Cost of revenues                                       2,773,109      1,618,656
                                                     -----------    -----------

Gross margin                                           1,138,560        709,448

Operating expenses:
     Selling                                             884,667        688,272
     General and administrative                          307,271        282,692
                                                     -----------    -----------

Total operating expenses                               1,191,938        970,964
                                                     -----------    -----------

Loss from operations                                     (53,378)      (261,516)
                                                     -----------    -----------

Other (income) expenses
     Amortization of deferred financing costs              7,867             --
     Interest income                                      (9,105)       (23,216)
     Interest expense                                     53,472            180
                                                     -----------    -----------

Total other expenses, net                                 52,234        (23,036)
                                                     -----------    -----------

Net loss                                                (105,612)      (238,480)
                                                     ===========    ===========

Net loss per share:
                  Basic and diluted                  $     (0.02)   $     (0.05)
                                                     ===========    ===========

Weighted average shares outstanding                    4,910,000      4,910,000
                                                     ===========    ===========

                 See Notes to Consolidated Financial Statements

                                      -2-

<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        Three months ended
                                                                             March 31,
                                                                        1999           1998
                                                                     -----------    -----------
<S>                                                                  <C>            <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss                                                       $  (105,612)   $  (238,480)
      Adjustments to reconcile net loss
      to net cash used by operating activities:
         Depreciation and amortization                                    77,982         36,354
         Non cash compensation                                            24,081         12,009
         Increase (decrease) in cash attributable
         to changes in assets and liabilities
             Accounts receivable                                         369,205       (382,975)
             Inventory                                                   (41,491)      (389,419)
             Advances to Maxbase, Inc.                                      --          127,080
             Other current assets                                         12,315        (95,290)
             Other assets                                                   --            1,062
             Accounts payable                                            470,714       (183,791)
             Accrued expenses                                           (115,060)       169,120
             Income taxes payable                                         (2,860)        (2,453)
             Deferred revenue                                             16,424           --
             Customer deposits                                           (78,357)       166,306
                                                                     -----------    -----------

        Net cash provided (used) by operating activities                 627,341       (780,477)
                                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchases of furniture, equipment and leasehold improvements       (29,750)       (43,878)
                                                                     -----------    -----------

        Net cash used by investing activities                            (29,750)       (43,878)
                                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITES
      Deferred financing costs                                              --          (27,500)
      Proceeds from bank loans                                             5,000           --
      Payments on capital lease obligations                               (8,858)          (418)
                                                                     -----------    -----------

        Net cash used by financing activities                             (3,858)       (27,918)
                                                                     -----------    -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         593,733       (852,273)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           325,915      2,175,226
                                                                     -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                             $   919,648    $ 1,322,953
                                                                     ===========    ===========
Supplemental  disclosures of cash flow  information
      Cash paid during the period for:
         Interest                                                    $    53,472    $       180
                                                                     ===========    ===========
         Income taxes                                                $     3,332    $      --
                                                                     ===========    ===========
      Acquisition of equipment
         Cost of equipment                                           $    37,747    $    19,615
         Capital lease payable incurred                                   34,968         17,004
                                                                     -----------    -----------
         Cash down payment                                           $     2,779    $     2,611
                                                                     ===========    ===========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      -3-


<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENT
                                 MARCH 31, 1999

Note 1 - Basis of Presentation

         The accompanying financial statements of All Communications Corporation
         ("the  Company")  have  been  prepared  in  accordance  with  generally
         accepted  accounting  principles for interim financial  information and
         with Item 310(b) of Regulation SB. Accordingly, they do not include all
         of  the  information  and  footnotes  required  by  generally  accepted
         accounting principles for complete financial statements. In the opinion
         of  management,   all  adjustments   (consisting  of  normal  recurring
         accruals)  considered  necessary  for a  fair  presentation  have  been
         included.  Operating  results for the three months ended March 31, 1999
         are not necessarily  indicative of the results that may be expected for
         the year ending  December 31, 1999. For further  information,  refer to
         the  financial   statements  and  footnotes  thereto  included  in  the
         Company's  Annual Report for the fiscal year ended December 31, 1998 as
         filed with the Securities and Exchange Commission.

         The  consolidated  financial  statements  include  the  accounts of the
         Company and AllComm Products Corp.  ("APC"), a wholly owned subsidiary.
         All  material   intercompany   balances  and  transactions   have  been
         eliminated in consolidation.

Note 2 - Income (loss) per share

         Effective  December 31, 1997,  the Company  adopted the  provisions  of
         Statement of Financial  Accounting  Standards  No. 128,  "Earnings  Per
         Share." Basic net income (loss) per share is calculated by dividing net
         income  (loss)  by  the   weighted-average   number  of  common  shares
         outstanding during the period.

         Diluted net income per share is  calculated  by dividing  net income by
         the  weighted-average  number of  common  shares  outstanding  plus the
         weighted-average  number  of net  shares  that  would  be  issued  upon
         exercise of stock options and warrants using the treasury stock method.
         Common stock  options and warrants have not been included in any of the
         per share computations because their inclusion would be anti-dilutive.



                                      -4-
<PAGE>


Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The  following  discussion  should  be read in  conjunction  with the  Company's
consolidated  financial  statements  and the notes  thereto.  The  discussion of
results,  causes and trends should not be construed to imply any conclusion that
such results or trends will necessarily continue in the future.

The statements contained herein, other than historical  information,  are or may
be deemed to be forward-looking  statements within the meaning of Section 27A of
the  Securities  Act of 1933, as amended,  and Section 21E of the Securities and
Exchange Act of 1934, as amended,  and involve factors,  risks and uncertainties
that may  cause  the  Company's  actual  results  in  future  periods  to differ
materially from such statements. These factors, risks and uncertainties, include
the relatively  short operating  history of the Company;  market  acceptance and
availability  of new  products;  the  non-binding  and  nonexclusive  nature  of
reseller  agreements with manufacturers;  rapid  technological  change affecting
products sold by the Company; the impact of competitive products and pricing, as
well as competition from other resellers; possible delays in the shipment of new
products;  and the availability of sufficient  financial resources to enable the
Company to expand its operations.

Results of Operations

Three Months Ended March 31, 1999 ("1999 period") Compared to Three Months Ended
March 31, 1998 ("1998 period").

     NET REVENUES.  Net revenues increased in the 1999 period by $1,584,000,  or
68%, to $3,912,000,  as compared to $2,328,000 for the 1998 period.  The Company
experienced higher sales in both the voice communications and  videoconferencing
categories.

     Voice communications - Sales of voice communications  products and services
increased in the 1999 period by $753,000, or 66%, to $1,892,000,  as compared to
$1,139,000 for the 1998 period.  Revenues in both the 1999 and 1998 periods were
derived  primarily  from the sale of  Lucent  and  Panasonic  telecommunications
systems and software packages.

     During  the  1999  period,   sales  to  one  customer,   Weichert  Realtors
(Weichert),  accounted for approximately  $581,000, or 15% of total sales. Sales
to Weichert  increased by $389,000,  or 203%,  compared to sales of $192,000 for
the 1998 period.  Sales under the  Company's  preferred  Vendor  Agreement  with
Cendant  Corporation  increased  in the 1999  period  by  $102,000,  or 29%,  to
$451,000,  as compared to $349,000 for the 1998 period.  Sales to Cendant,  as a
percentage  of net  revenues,  accounted  for 12% and 15% for the  1999 and 1998
periods, respectively.


                                      -5-
<PAGE>


     Videoconferencing - Sales of  videoconferencing  equipment increased in the
1999 period by $862,000,  or 74%, to  $2,020,000,  as compared to $1,158,000 for
the 1998  period.  Revenues in the 1999 period were derived  primarily  from the
sale of Polycom and Sony  products.  Revenues  in the 1998  period were  derived
primarily from the sale of Sony products.  Revenue growth in the 1999 period was
due to the ongoing addition of new customers, as well as continuing sales to our
existing customer base.

     GROSS  MARGINS.  Gross  margin  dollars  increased  in the 1999  period  by
$430,000, or 61%, to $1,139,000 or 29% of net revenues, as compared to $709,000,
or 30% of net revenues for the 1998  period.  The  reduction in the gross margin
percentage  is a  direct  result  of  increased  price  competition  within  the
videoconferencing  industry.  The Company intends to increase the sale of higher
margin  peripheral items to maintain and improve the Company's  historical gross
margin levels

     SELLING. Selling expenses, which include sales salaries, commissions, sales
overhead, and marketing costs, increased in the 1999 period by $197,000, or 29%,
to $885,000,  or 23% of net  revenues,  as compared to  $688,000,  or 30% of net
revenues for the 1998 period.  The dollar  increase was due in part to increases
in commissions related to increases in net revenues, expanded marketing efforts,
and  depreciation  charges  related  to  demonstration  equipment.  This  dollar
increase was partially offset by the reduction in sales staff of 6 persons.  The
percentage  decrease was the result of fixed operating  costs  remaining  stable
while net revenues increased.

     GENERAL AND ADMINISTRATIVE.  General and administrative  expenses increased
in the 1999 period by $24,000,  or 8%, to $307,000,  or 8% of net  revenues,  as
compared to $283,000,  or 12% of net  revenues  for the 1998 period.  The dollar
increase  related to increases in individual  salaries was  partially  offset by
reductions  in  administrative  overhead.  The  Company  reduced its general and
administrative  staff by 4 persons during the 1999 period.  The Company  expects
general and administrative  costs to decrease,  as a percentage of revenues,  as
revenue growth continues.

     OTHER (INCOME) EXPENSES.  In the 1999 period, this category included $8,000
of  amortization of deferred  financing  costs related to the Company's  working
capital credit facility. The Company also reported interest income of $9,000 and
$23,000 in the 1999 period and 1998 period,  respectively,  and interest expense
of  $54,000  and $200 in the 1999  period  and 1998  period,  respectively.  The
reduction in interest income and the increase in interest expense are the direct
result of the  reduction in cash  balances and  increases in bank  borrowings to
fund operations and continued growth.

     NET LOSS. The Company  reported a net loss of $106,000 or $.02 per share in
the 1999 period,  compared to a net loss of  $239,000,  or $.05 per share in the
1998 period.  The  reduction in the Company's net loss is the result of revenues
growing at a faster rate than related costs.


                                      -6-
<PAGE>


Liquidity and Capital Resources

     At March 31, 1999, the Company had working capital of $5,654,000, including
$920,000 in cash and cash equivalents.

     Net cash provided by operating  activities for the 1999 period was $627,000
as compared to uses of cash of $782,000 for the 1998 period.  Sources of cash in
the 1999 period,  including  reductions in accounts  receivable and increases in
accounts  payable due to favorable  credit terms,  more than offset decreases in
accrued expenses and customer deposits.

     Investing  activities for the 1999 period included purchases of $30,000 for
office furniture, demonstration equipment and computer hardware.

     Financing  activities in the 1999 period included payments on capital lease
obligations of $9,000 and proceeds from bank loans of $5,000.

     The  Company   does  not  have  any   material   commitments   for  capital
expenditures.

Inflation

     Management does not believe  inflation had a material adverse effect on the
financial statements for the periods presented.

Year 2000

     In early 1998,  Management  initiated a company-wide program to prepare the
Company's  computer  systems and  applications  for the year 2000, as well as to
identify  critical  third parties  which the Company  relies upon to operate its
business to assess their  readiness  for the year 2000.  The  Company's  primary
computer  network  includes  a Novell  operating  system  running on a Dell File
Server.  The Company's  main  computer  applications  include  MAS90  accounting
software and Top Of Mind customer service software. Individual desktop computers
are  running on a Windows  95, 98 or NT  operating  system and  include  desktop
applications  such as  Microsoft  Office  97.  The  Company  uses Dell  personal
computers on most desktops.

     The  Company  has  received   confirmation  from  an  independent   outside
consultant that the Novell  operating system that runs the Company's file server
is year  2000  compliant.  Dell has  indicated  that all of the  Company's  Dell
computers  are year 2000  compliant.  The  Company has also  upgraded  the MAS90
accounting  system and the Top Of Mind customer service software to be year 2000
compliant.  The software  upgrades to the MAS90 accounting system and the Top Of
Mind customer  service  software  were included as part of the Company's  annual
maintenance  contracts.  The  Company  has not tested its  systems for year 2000
readiness and, presently, does not intend to do so.


                                      -7-
<PAGE>


     The Company recognizes,  as critical third parties,  major vendors, such as
Lucent,  Panasonic,  Sony,  and Polycom;  major  customers,  such as Cendant and
Universal Health Services,  Inc; and other parties such as Landlords and utility
companies.

     The Company has received written notice from all of its key vendors, Lucent
Technologies,  Sony, Panasonic,  and Polycom that all of their products that the
Company sells are currently year 2000 compliant.  The Company believes it has no
year 2000 warranty exposure for products already sold.

     During the fourth quarter of 1998, the Company  mailed a  questionnaire  to
critical third parties to assess their year 2000  readiness.  The  questionnaire
addressed  issues such as where  companies  stand in their year 2000  compliance
programs and how their  relationship  with the Company  would be affected by any
failure to address year 2000 issues. The responses received indicated that third
parties are addressing and implementing programs to address the year 2000 issue.
The Company does not feel that a contingency plan is necessary.

     As of March  31,  1999,  the  Company  had not  incurred  any  expenditures
relating to the year 2000  issue.  The  Company  does not expect any  additional
cost, if any, to be material to the Company's operations or financial condition.


                                      -8-
<PAGE>




Part II

Item 1. Legal Proceedings

     Not Applicable

Item 2. Changes in Securities

     None

Item 3. Defaults Upon Senior Securities

     Not Applicable


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

     Not Applicable

Item 5. Other Information

     Not Applicable

Item 6. Exhibits and Reports on 8-K

     (a)  Exhibits

          27   Financial Data Schedule

     (b)  Reports on Form 8-K 

          There were no  reports  on Form 8-K filed  during the period for which
          this report is filed.


                                      -9-
<PAGE>


Signatures

     In accordance with the requirements 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 COMMUNICATIONS CORPORATION
                                            Registrant

Date: May 12, 1999                  By:    /s/ Richard Reiss
                                           -------------------------------------
                                    Richard Reiss,
                                    President and Chief Executive
                                    Officer


Date: May 12, 1999                  By:    /s/ Scott Tansey
                                           -------------------------------------
                                    Scott Tansey
                                    Vice President - Finance
                                    (principal accounting officer)


                                      -10-
<PAGE>


                                  Exhibit Index

              Exhibit No.                 Description
              -----------                 -----------

                   27                     Financial Data Schedule