<PAGE>

                       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 June 30, 1998.

                                        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
August 3, 1998 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
                     June 30, 1998 and December 31, 1997                      1

            Consolidated Statement of Operations
                     For the Six Months and Three Months ended
                     June 30, 1998 and 1997                                   2

            Consolidated Statement of Cash Flows
                     For the Six Months ended June 30, 1998 and 1997          3

            Notes to Consolidated Financial Statements                        4

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                         6

PART II. OTHER INFORMATION

Legal Proceedings                                                             10

Changes in Securities                                                         10

Defaults Upon Senior Securities                                               10

Submission of Matters to a Vote of Security Holders                           11

Other Information                                                             11

Exhibits and Reports on Form 8-K                                              11

Signatures                                                                    12

* The Balance Sheet at December 31, 1997 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>
                                                                      June 30,            December 31,
                                                                        1998                  1997
<S>                                                               <C>                   <C>
ASSETS
CURRENT ASSETS
      Cash and cash equivalents                                   $          624,879    $      2,175,226
      Accounts receivable-net                                              2,825,896           2,041,350
      Inventory                                                            3,537,099           1,097,883
      Advances to Maxbase, Inc.                                            -                     127,080
      Other current assets                                                    69,932              96,218
                                                                  ------------------    ----------------
      Total current assets                                                 7,057,806           5,537,757

FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS-NET                          569,708             438,490

DEFERRED FINANCING COSTS                                                      40,727            -
OTHER ASSETS                                                                  38,214              31,359
                                                                  ------------------    ----------------
      Total assets                                                $        7,706,455    $      6,007,606
                                                                  ==================    ================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Current portion of capital lease payable                    $           16,304    $       -
      Accounts payable                                                     1,346,916             909,785
      Accrued expenses                                                       656,330             323,892
      Customer deposits                                                      456,417              37,052
      Income taxes payable                                                 -                       2,453
                                                                  ------------------    ----------------
      Total current liabilities                                            2,475,967           1,273,182

NONCURRENT LIABILITIES
      Bank loan payable                                                      800,000            -
      Capital lease payable, less current portion                             32,172            -
                                                                  ------------------    ----------------
      Total noncurrent liabilities                                           832,172            -
                                                                  ------------------    ----------------
      Total liabilities                                                    3,308,139           1,273,182

COMMITMENTS - SEE NOTES

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                                                   332,024             316,611
Accumulated deficit                                                       (1,163,448)           (811,927)
                                                                  ------------------    ----------------
      Total stockholders' equity                                           4,398,316           4,734,424
                                                                  ------------------    ----------------
      Total liabilities and stockholders' equity                  $        7,706,455    $      6,007,606
                                                                  ==================    ================
</TABLE>

                               See Notes to Consolidated Financial Statements
                                                    -1-
<PAGE>

                         ALL COMMUNICATIONS CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Six months ended                 Three months ended
                                                             June 30,                          June 30,
                                                      1998             1997              1998             1997
                                                  ------------     ------------      ------------     ------------
<S>                                               <C>              <C>               <C>              <C>
NET REVENUES                                      $  5,336,914     $  3,463,762      $  3,008,810     $  1,839,906
Cost of revenues                                     3,710,921        2,370,587         2,092,265        1,241,073
                                                  ------------     ------------      ------------     ------------
GROSS MARGIN                                         1,625,993        1,093,175           916,545          598,833

Operating expenses:
    Selling                                          1,431,466          600,461           743,194          318,819
    General and administrative                         580,801          424,325           298,109          244,396
                                                  ------------     ------------      ------------     ------------
TOTAL OPERATING EXPENSES                             2,012,267        1,024,786         1,041,303          563,215
                                                  ------------     ------------      ------------     ------------
INCOME (LOSS) FROM OPERATIONS                         (386,274)          68,389          (124,758)          35,618
                                                  ------------     ------------      ------------     ------------

OTHER (INCOME) EXPENSES
    Amortization of deferred financing costs             2,715          315,406             2,715          315,406
    Interest income                                    (38,520)         (37,952)          (15,304)         (32,469)
    Interest expense                                     1,052           27,779               872           15,757
                                                  ------------     ------------      ------------     ------------
TOTAL OTHER (INCOME) EXPENSES                          (34,753)         305,233           (11,717)         298,694
                                                  ------------     ------------      ------------     ------------

LOSS BEFORE INCOME TAXES                              (351,521)        (236,844)         (113,041)        (263,076)

Provision for income taxes                              -                37,866            -                25,182
                                                  ------------     ------------      ------------     ------------

NET LOSS                                          $   (351,521)    $   (274,710)     $   (113,041)    $   (288,258)
                                                  ============     ============      ============     ============

Basic and diluted loss per common share           $      (0.07)    $      (0.07)     $      (0.02)    $      (0.07)
                                                  ============     ============      ============     ============

Weighted average common shares outstanding for
    basic and diluted computation                    4,910,000        3,692,071         4,910,000        4,337,000
                                                  ============     ============      ============     ============
</TABLE>

                               See Notes to Consolidated Financial Statements
                                                    -2-

<PAGE>

                                  ALL COMMUNICATIONS CORPORATION
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     Six months ended
                                                                                         June 30,
                                                                                  1998                1997
                                                                              -------------      -------------
<S>                                                                           <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     NET LOSS                                                                 $    (351,521)     $    (274,710)
     Adjustments to reconcile net loss
     to net cash used by operating activities:
        Depreciation and amortization                                                83,099            341,131
        Non cash compensation                                                        15,413             -
        Increase (decrease) in cash attributable
        to changes in assets and liabilities
           Accounts receivable                                                     (784,546)          (949,977)
           Inventory                                                             (2,439,216)           (16,098)
           Advances to Maxbase, Inc.                                                127,080             -
           Other current assets                                                      26,286            (67,721)
           Accounts payable                                                         437,132            (97,248)
           Accrued expenses                                                         332,438            123,598
           Income taxes payable                                                      (2,453)            31,967
           Deferred income taxes                                                     -                   1,444
           Customer deposits                                                        419,365             29,024
                                                                              -------------      -------------
       NET CASH USED BY OPERATING ACTIVITIES                                     (2,136,923)          (878,590)
                                                                              -------------      -------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of furniture, equipment and leasehold improvements                  (160,589)          (185,808)
     Decrease (increase) in other assets                                             (6,855)             6,194
                                                                              -------------      -------------
       NET CASH USED BY INVESTING ACTIVITIES                                       (167,444)          (179,614)
                                                                              -------------      -------------
CASH FLOWS FROM FINANCING ACTIVITES
     Proceeds from public offering                                                   -               5,635,070
     Deferred stock offering costs                                                   -              (1,062,760)
     Deferred financing costs                                                       (43,442)           -
     Repayment of subordinated convertible note                                      -                (150,000)
     Proceeds from bank loans                                                       800,000            125,000
     Payments on capital lease obligations                                           (2,538)           -
     Payments on bank loans                                                          -                (644,673)
                                                                              -------------      -------------
       NET CASH PROVIDED BY FINANCING ACTIVITIES                                    754,020          3,902,637
                                                                              -------------      -------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 (1,550,347)         2,844,433

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                    2,175,226            645,614
                                                                              -------------      -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                      $     624,879      $   3,490,047
                                                                              =============      =============

Supplemental disclosures of cash flow information 
     Cash paid during the period for:
        Interest                                                              $       1,052      $      27,779
                                                                              =============      =============
        Income taxes                                                          $     -            $       1,910
                                                                              =============      =============
     Acquisition of equipment
        Cost of equipment                                                     $      58,844      $      -
        Capital lease payable incurred                                               51,012             -
                                                                              -------------      -------------
        Cash down payment                                                     $       7,832      $      -
                                                                              =============      =============
Supplemental disclosures of non-cash financing activities
        Conversion of subordinated promissory notes to capital                $     -            $     600,000
                                                                              =============      =============
        Reclassification of deferred financing costs to paid-in capital       $     -            $      75,000
                                                                              =============      =============
</TABLE>

                               See Notes to Consolidated Financial Statements

                                                    -3-
<PAGE>

                          ALL COMMUNICATIONS CORPORATION
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENT
                                 JUNE 30, 1998


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 and six months ended June 30,
         1998 are not necessarily indicative of the results that may be expected
         for the year ending December 31, 1998. 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, 1997 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.

NOTE 3 - BANK FINANCING

         In May 1998, the Company closed on a $5,000,000 working capital credit
         facility with an asset-based lender. Loan availability is based on 75%
         of eligible accounts receivable, as defined, and 50% of eligible
         finished goods inventory, with a cap of $1,200,000 on inventory
         financing. Outstanding borrowings bear interest at the lender's base
         rate plus 1% per annum, payable monthly, and are collateralized by a
         lien on accounts receivable, inventories, and intangible assets. The
         Company is subject to certain financial covenants relating to minimum
         net worth, maximum leverage and minimum profitability. The commitment
         also provides for the payment of various fees, including a $30,000
         closing fee as well as ongoing servicing and renewal fees. The credit
         facility will have an initial term of two years, with annual renewals
         thereafter subject to the lender's review. Costs totaling $43,440
         incurred in connection with the financing are being amortized, on a
         straight-line basis, over the term of the agreement.


                                       -4-
<PAGE>

                          ALL COMMUNICATIONS CORPORATION
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENT
                                 JUNE 30, 1998



NOTE 4 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In 1998, the Company adopted the provisions of SFAS 130, "Reporting
         Comprehensive Income", which promulgates standards for the reporting
         and display of comprehensive income and its components. There were no
         items of comprehensive income to report in any of the periods
         presented.

         The Company has also adopted SFAS 131, "Disclosures About Segments of
         an Enterprise and Related Information", which requires disclosure of
         reportable operating segments. The Company will address the segment
         information requirements of SFAS 131 in its annual report for the year
         ended December 31, 1998.

NOTE 5 - SUBSEQUENT EVENT

         On July 16, 1998, MaxBase, Inc. filed a Complaint against the Company
         and APC in the Superior Court of New Jersey, Law Division, in Bergen
         County. The Complaint alleges that the Company breached its agreement
         with MaxBase by failing to meet the required minimum purchase
         obligations thereunder. The Complaint further alleges misrepresentation
         and unfair trade practices, and seeks unspecified monetary damages as
         well as punitive and treble damages. The Complaint also seeks to enjoin
         the Company from enforcing any rights the Company has under the
         agreement. The Company believes the claims by MaxBase are without merit
         and intends to fully defend the suit and assert its rights under the
         agreement.










                                       -5-
<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 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

Six Months Ended June 30, 1998 ("1998 period") Compared to Six Months Ended June
30, 1997 ("1997 period") and Three Months Ended June 30, 1998 Compared to Three
Months Ended June 30, 1997.

         Net revenues. Operating revenues for the 1998 period totaled
$5,337,000, a record level for a six-month period, representing a 54% increase
over the revenues of $3,464,000 reported for the 1997 period. Operating revenues
for the three month period ended June 30, 1998 totaled $3,009,000, representing
a 64% increase over the revenues of $1,840,000 reported for the three month
period ended June 30, 1997.

         Sales of voice communications products and services increased in the
1998 period by 75% to $2,867,000 over comparable 1997 revenues of $1,634,000 and
for the three months ended June 30, 1998 by 83% to $1,728,000 over comparable
1997 revenues of $943,000. Revenues in the 1998 period were derived primarily
from the sale of Lucent Technologies, Inc. (Lucent) and Panasonic
telecommunications systems and software packages. Revenues in the 1997 period
were derived primarily from the sale of Panasonic systems. Sales under the
Company's Preferred Vendor Agreement with Cendant Corporation accounted for 18%
and 13% of net revenues for the 1998 and 1997 six-month periods, and 20% and 16%
for the three-month periods, respectively.

         In 1998, the Company established significant customer relationships
with Weichert Realtors for Panasonic telecommunications systems and Universal
Health Services, Inc., for Lucent and Sony products. Each of these customers
accounted for greater than 5% of net revenues for the 1998 period. The Company
anticipates continued growth in the voice communications division for the
balance of fiscal 1998 due in part to 


                                       -6-
<PAGE>

the opening of a new sales office in New York City, increased revenue 
generated under the Company's recent distribution agreement with Lucent,
and revenue generated by the Company's recently established Structured 
Cable division.

         Sales of videoconferencing equipment increased in the 1998 period by
$588,000 or 32% to $2,418,000 as compared to $1,830,000 for the 1997 period, and
by $363,000 or 40% to $1,260,000 for the three month period ended June 30, 1998
as compared to $897,000 for the comparable 1997 three month period.

         Cost of revenues. Cost of revenues in the 1998 period was $3,711,000 or
70% of net revenues, as compared to $2,371,000 or 68% of net revenues in the
1997 period. Cost of revenues for the three-month period ending June 30, 1998
was $2,092,000 or 70% of net revenues, as compared to $1,241,000 or 67% of net
revenues for the comparable 1997 three-month period. Cost of revenues consists
primarily of net product, direct labor, insurance, and depreciation costs. This
category, as a percentage of sales, is expected to fluctuate in a narrow range,
depending on such factors as sales volume, the mix of product revenues, and
changes in fixed costs during a given period. The percentage increases in 1998
are related to higher direct labor and related costs.

         Selling. Selling expenses, which include sales salaries, commissions,
sales overhead, and marketing costs, increased to $1,431,000, or 27% of net
revenues in the 1998 period, as compared to $600,000 or 17% of net revenues in
the 1997 period. During the three-month period ended June 30, 1998, selling
expenses increased to $743,000, or 25% of net revenues as compared to $319,000,
or 17% of net revenues for the comparable 1997 three-month period. The dollar
increase was due in part to higher salaries resulting from additions in sales
personnel in 1998 and higher commission-based videoconferencing sales. The
Company expects selling costs to increase as it continues to expand its sales
staff and invest in product marketing to build its revenue base. The Company
hired six additional sales personnel and opened an additional sales office in
New York City in the first half of 1998.

         General and administrative. General and administrative expenses
increased to $581,000 or 11% of net revenues in the 1998 period, as compared to
$424,000 or 12% of net revenues in the 1997 period. During the three-month
period ended June 30, 1998, general and administrative expenses increased to
$298,000 or 10% of net revenues as compared to $244,000 or 13% of net revenues
for the comparable 1997 three-month period. The dollar increase is attributable
primarily to higher salaries and related costs associated with the increase in
administrative staff necessary to manage expanded operations, to higher
occupancy costs and other administrative overhead, as well as to costs incurred
as a result of being a public reporting company. The percentage decrease is
attributable to revenue growth at a greater rate than the increase in general
and administrative expenses.

         Income taxes. The Company reported income tax expense in the 1997
periods as a result of the non-deductibility of certain financing costs related
to a private offering of convertible debt.


                                       -7-
<PAGE>


         Net loss. The Company reported a net loss of $352,000 or $.07 per share
in the 1998 period, compared to a net loss of $275,000, or $.07 per share in the
1997 period. For the three-months ended June 30, 1998, the Company reported a
net loss of $113,000 or $.02 per share compared to a net loss of $288,000 or
$.07 per share for the comparable 1997 three-month period.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 1998, the Company had working capital of $4,582,000,
including $625,000 in cash and cash equivalents.

         Net cash used by operating activities for the 1998 period was 
$2,137,000 as compared to $879,000 for the 1997 period. Uses of cash in the 
1998 period, including increases in accounts receivable due to record revenue 
growth, and higher inventory levels, more than offset noncash charges of 
$99,000, as well as increases in current liabilities. During the quarter 
ended June 30, 1998, the Company received its stocking orders of Polycom 
videoconferencing units and Lucent telephone systems. The Company will 
continue to maintain significant inventories of selected products when 
warranted based on favorable vendor pricing, sales projections, liquidity and 
other considerations. Inventories also include approximately $450,000 of 
MaxShare 2 units. The Company has recently identified performance problems 
with the MaxShare 2 product in certain applications, and believes that 
MaxBase, Inc., the supplier of MaxShare 2, has a contractual obligation to 
correct any technical defects in the product. Pending resolution of this 
matter, the Company has ceased ordering product under its purchase 
commitment, and has also suspended shipments to distribution partners. On 
July 16, 1998, MaxBase, Inc. filed a Complaint against the Company and APC 
for breach of contract, misrepresentations and unfair trade practices. The 
Company believes the claims by MaxBase are without merit and intends to fully 
defend the suit and assert its rights under the agreement. See "Legal 
Proceedings".

         Investing activities for the 1998 period included purchases of 
$161,000 for building improvements, office furniture and equipment.

         Cash flows from financing activities provided net cash of $754,000. 
In May 1998, the Company closed on a $5,000,000 working capital credit 
facility with an asset-based lender. Loan availability is based on 75% of 
eligible accounts receivable, as defined, and 50% of eligible finished goods 
inventory, with a cap of $1,200,000 on inventory financing. Outstanding 
borrowings bear interest at the lender's base rate plus 1% per annum, payable 
monthly, and are collateralized by a lien on accounts receivable, 
inventories, and intangible assets. The credit facility will have an initial 
term of two years, with annual renewals thereafter subject to the lender's 
review. During the 1998 period, the Company borrowed $800,000 on its working 
capital credit facility for scheduled payments of its stocking orders.

         The Company does not have any material commitments for capital
expenditures. Management believes that the Company has the capital resources and
liquidity necessary to meet all of its obligations for the next twelve months,
based on current operating levels.


                                       -8-
<PAGE>


INFLATION

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

YEAR 2000

         Management has initiated a company-wide program to prepare the
Company's computer systems and applications for the year 2000, as well as
identify critical third parties, which the Company relies upon to operate its
business to assess their readiness for the year 2000. The Company expects to
incur internal payroll costs as well as consulting costs and other expenses that
it deems necessary to prepare the Company's systems for the year 2000.
Management cannot presently estimate the cost of this program; however, such
costs are not currently expected to be material to the Company's operations or
financial condition. There can be no assurance that the systems of other
companies which the Company's systems rely upon will be timely converted, or
that such failure to convert by another company would not have a material
adverse effect on the Company's systems and results of operations.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In 1998, the Company adopted the provisions of SFAS 130, "Reporting
Comprehensive Income", which promulgates standards for the reporting and display
of comprehensive income and its components. There were no items of comprehensive
income to report in any of the periods presented.

         The Company has also adopted SFAS 131, "Disclosures About Segments of
an Enterprise and Related Information", which requires disclosure of reportable
operating segments. The Company will address the segment information
requirements of SFAS 131 in its annual report for the year ended December 31,
1998.



                                       -9-
<PAGE>

PART II

ITEM 1.      LEGAL PROCEEDINGS

     On July 16, 1998, MaxBase, Inc. filed a Complaint against the Company and
APC in the Superior Court of New Jersey, Law Division, in Bergen County. The
Complaint alleges that the Company breached its agreement with MaxBase by
failing to meet the required minimum purchase obligations thereunder. The
Complaint further alleges misrepresentation and unfair trade practices by the
Company. The Complaint seeks unspecified monetary damages as well as punitive
and treble damages. The Complaint also seeks to enjoin the Company from
enforcing any rights the Company has under the agreement. The Company believes
the claims by MaxBase are without merit and intends to fully defend the suit and
assert its rights under the agreement.

ITEM 2.      CHANGES IN SECURITIES

     The Company's initial public offering of its Common Stock and Common Stock
Purchase Warrants commenced on April 28, 1997. All securities offered were sold.
The net proceeds of the offering to the Company were $4,539,740. From the
effective date of the registration statement through June 30, 1998, a reasonable
estimate of the utilization of the net proceeds of the offering is as follows:

       Use of proceeds                                         Amount
       -------------------------------------------------------------------
       Purchase of furniture, equipment and leasehold
       improvements                                         $      559,423
       Repayment of indebtedness                                   822,870
       Marketing                                                   217,873
       Telephone and videoconferencing inventory                 1,544,657
       Leasing new corporate headquarters                          170,205
       Hiring additional employees                               1,224,712
                                                            --------------
                                                            $    4,539,740
                                                            ==============

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

                    Not Applicable



                                       -10-
<PAGE>





ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

             (a)    The Company's 1998 Annual Meeting of Stockholders (the
                    "Annual Meeting") was held on June 19, 1998.

             (b)    The following is a brief description of each matter voted 
                    on at the Annual Meeting:

                    (1)    The Directors named below were elected at the 
                           Annual Meeting:

                        NAME                VOTES FOR         VOTES WITHHELD
                        ----                ---------         --------------
                    Richard Reiss           4,493,417             39,461
                    Robert Kroner           4,493,417             39,461
                    Andrea Grasso           4,293,417            239,461

                    (2)    The proposal to amend the Company's Stock Option 
                           Plan was approved.

                    VOTES FOR   VOTES AGAINST    ABSTENTIONS   BROKER NON-VOTES
                    ---------   -------------    -----------   ----------------
                    3,186,531      141,811          500           1,204,333

                    (3)    The ratification of, the selection of, BDO Seidman,
                           LLP as the Company's independent auditors was
                           approved.

                    VOTES FOR   VOTES AGAINST    ABSTENTIONS   BROKER NON-VOTES
                    ---------   -------------    -----------   ----------------
                    4,496,114       36,061          1,000             0

ITEM 5.      OTHER INFORMATION

     A duly executed proxy given in connection with the registrant's 1999 Annual
Meeting of Stockholders will confer discretionary authority on the proxies named
therein, or any of them, to vote at such meeting on any matter of which the
Company does not have written notice on or before April 3, 1999, which is
forty-five days prior to the date on which the Company first mailed its proxy
materials for its 1998 Annual Meeting of Stockholders, without advice in the
Company's proxy statement as to the nature of such matter.

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.


                                      -11-
<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: August 3, 1998              By: /s/ Richard Reiss
                                      -------------------------------
                                      Richard Reiss,
                                      President and Chief Executive
                                      Officer

Date: August 3, 1998              By: /s/ Scott Tansey
                                      -------------------------------
                                      Scott Tansey
                                      Vice President - Finance
                                      (principal accounting officer)







                                       -12-
<PAGE>

                                  EXHIBIT INDEX



              EXHIBIT NO.                DESCRIPTION
              -----------                ------------

                  27                     Financial Data Schedule