<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, 1997

                                          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, PO Box 794, Hillside, New Jersey 07205
                       (Address of Principal Executive Offices)
                                           
                                           
                                     201-282-2000
                   (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 6, 1997 was 4,910,000.

     Transitional Small Business Disclosure Format:
Yes [ ]             No [X]

<PAGE>

                            ALL COMMUNICATIONS CORPORATION
                                        Index
                                           
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements *        
     Balance Sheet
          June 30, 1997 and December 31, 1996                                  1

     Statement of Operations
          For the Six Months and Three Months ended 
          June 30, 1997 and 1996                                               2

     Statement of Cash Flows                      
          For the Six Months ended June 30, 1997 and 1996                      3

     Notes to Financial Statements                                             4

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

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, 1996 has been taken from the audited 
financial statements at that date. All other financial statements are unaudited.

<PAGE>
                                       
                         ALL COMMUNICATIONS CORPORATION        
                                BALANCE SHEETS        
                                  (Unaudited)        
<TABLE>
<CAPTION>
                                                                            June 30,           December 31,  
                                                                              1997                1996  
                                                                              ----                ----
<S>                                                                        <C>                 <C>

ASSETS        
Current assets        
     Cash                                                                  $ 3,490,047         $   645,614
     Accounts receivable-net                                                 1,631,388             681,411  
     Inventory                                                                 513,451             497,353  
     Deferred income taxes                                                      18,971               9,119  
     Other current assets                                                       79,316              11,595  
                                                                           -----------         -----------
     Total current assets                                                    5,733,173           1,845,092  

Furniture, equipment and leasehold improvements-net                            289,065             128,984  

Deferred financing costs                                                          -                390,406  
Deferred stock offering costs                                                     -                 32,500  
Other assets                                                                    55,216              61,410  
                                                                           -----------         -----------
     Total assets                                                          $ 6,077,454         $ 2,458,392  
                                                                           -----------         -----------
                                                                           -----------         -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
        
Current liabilities        
     Bank loan payable                                                     $      -            $   447,071  
     Current portion of long-term debt                                            -                 21,250  
     Accounts payable                                                          408,071             505,319  
     Accrued expenses                                                          231,857             108,259  
     Income taxes payable                                                       31,967                -  
     Customer deposits                                                          43,967              14,943  
                                                                           -----------         -----------
     Total current liabilities                                                 715,862           1,096,842  

Noncurrent liabilities        
     12% Convertible Subordinated Notes payable                                   -                750,000  
      Long-term debt, less current portion                                        -                 51,354  
      Deferred income taxes                                                     26,094              14,798  
                                                                           -----------         -----------
     Total noncurrent liabilities                                               26,094             816,152  
                                                                           -----------         -----------
     Total liabilities                                                         741,956           1,912,994  

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 and 3,000,000 shares issued and outstanding, respectively        5,229,740              90,000  
Additional paid-in capital                                                     300,070             375,000  
Retained earnings (Accumulated deficit)                                       (194,312)             80,398  
                                                                           -----------         -----------
     Total stockholders' equity                                              5,335,498             545,398  
                                                                           -----------         -----------
     Total liabilities and stockholders' equity                            $ 6,077,454         $ 2,458,392  
                                                                           -----------         -----------
                                                                           -----------         -----------
</TABLE>
                                  See Notes to Financial Statements.


                                               -1-        
<PAGE>

                           ALL COMMUNICATIONS CORPORATION
                              STATEMENTS OF INCOME (LOSS)
                                      (Unaudited)

<TABLE>
<CAPTION>


                                                                       Six months ended          Three months ended
                                                                            June 30,                   June 30,
                                                                       1997         1996         1997         1996
                                                                       ----         ----         ----         ----
<S>                                                                    <C>         <C>          <C>          <C>
        
Net revenues                                                          $ 3,463,762 $ 1,726,829  $ 1,839,906 $ 1,086,241
Cost of revenues                                                        2,370,587   1,153,923    1,241,073     686,591
                                                                      ----------- -----------  ----------- -----------
Gross margin                                                            1,093,175     572,906      598,833     399,650
        
Operating expenses:        
     Selling                                                              600,461     330,536      318,819     198,576
     General and administrative                                           424,325     253,334      244,396     135,262
                                                                      ----------- -----------  ----------- -----------
Total operating expenses                                                1,024,786     583,870      563,215     333,838
                                                                      ----------- -----------  ----------- -----------
Income (loss) from operations                                              68,389     (10,964)      35,618      65,812
                                                                      ----------- -----------  ----------- -----------
Other (income) expenses
     Amortization of deferred financing costs                             315,406       -          315,406         -
     Interest income                                                      (37,952)      -          (32,469)        -
     Interest expense                                                      27,779       8,840       15,757       4,241
                                                                      ----------- -----------  ----------- -----------
Total other (income) expenses                                             305,233       8,840      298,694       4,241
                                                                      ----------- -----------  ----------- -----------
Income (loss) before income taxes                                        (236,844)    (19,804)    (263,076)     61,571
        
Provision for income taxes                                                 37,866       -           25,182         -
                                                                      ----------- -----------  ----------- -----------
Net income (loss)                                                      $ (274,710)  $ (19,804)  $ (288,258)  $  61,571
                                                                      ----------- -----------  ----------- -----------
                                                                      ----------- -----------  ----------- -----------
Net income (loss) per common and common equivalent                     $ (0.07)     $   (0.01)  $    (0.01)  $    0.03
                                                                      ----------- -----------  ----------- -----------
                                                                      ----------- -----------  ----------- -----------
Weighted average common and common equivalent
    shares outstanding                                                  3,692,071   1,910,714    4,337,000    1,910,714
                                                                      ----------- -----------  ----------- -----------
                                                                      ----------- -----------  ----------- -----------
</TABLE>
        
                       See Notes to Financial Statements.        
                                      -2-        
<PAGE>


                       ALL COMMUNICATIONS CORPORATION
                          STATEMENTS OF CASH FLOWS
                                (Unaudited)

<TABLE>
<CAPTION>

                                                                                 Six months ended
                                                                                      June 30,
                                                                              1997                 1996  
                                                                           -----------         -----------
<S>                                                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES        
     Net income (loss)                                                      $ (274,710)        $ (19,804)
     Adjustments to reconcile net income (loss)        
      to net cash provided (used) by operating activities:        
          Depreciation and amortization                                        341,131            12,676
          Increase (decrease) in cash attributable        
           to changes in assets and liabilities        
               Accounts receivable                                            (949,977)           (13,526)
               Inventory                                                       (16,098)          (102,812)
               Other current assets                                            (67,721)           (16,982)
               Accounts payable                                                (97,248)           (34,602)
               Accrued expenses                                                123,598            114,176
               Income taxes payable                                             31,967            (18,008)
               Deferred income taxes                                             1,444              -  
               Customer deposits                                                29,024               (900)
                                                                           -----------         -----------
        Net cash used by operating activities                                 (878,590)           (79,782)
                                                                           -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES        
     Purchases of furniture, equipment and leasehold improvements             (185,808)           (47,221)
     Decrease in other assets                                                    6,194             -  
                                                                           -----------         -----------
        Net cash used by investing activities                                 (179,614)           (47,221)
                                                                           -----------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES        
     Proceeds from public offering                                           5,635,070              -  
     Deferred stock offering costs                                          (1,062,760)             -  
     Repayment of subordinated convertible note                               (150,000)             -  
     Proceeds from bank loans                                                  125,000             97,269
     Payments on bank loans                                                   (644,673)            (3,397)
                                                                           -----------         -----------
       Net cash provided (used) by financing activities                      3,902,637             93,872  
                                                                           -----------         -----------
DECREASE IN CASH                                                             2,844,433             (33,131)
        
CASH AT BEGINNING OF PERIOD                                                    645,614             153,906
                                                                           -----------         -----------
CASH AT END OF PERIOD                                                      $ 3,490,047           $ 120,775
                                                                           -----------         -----------
                                                                           -----------         -----------
Supplemental disclosures of cash flow information        
  Cash paid during the period for:        
          Interest                                                         $    27,779           $   4,599
                                                                           -----------         -----------
                                                                           -----------         -----------
          Income taxes                                                     $     1,910           $  18,008
                                                                           -----------         -----------
                                                                           -----------         -----------
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 Financial Statements.        
                                          -3- 

<PAGE>

                            ALL COMMUNICATIONS CORPORATION
                            NOTES TO FINANCIAL STATEMENTS
                                    JUNE 30, 1997
                                           
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 six months ended June 30, 1997 are not necessarily 
     indicative of the results that may be expected for the year ending December
     31, 1997. For further  information, refer to the financial  statements  and
     footnotes thereto included in the Company's Registration Statement on Form
     SB-2 (No. 333-21069) as  filed with the Securities and Exchange Commission.

Note 2 -  Income (loss) per share

     Income (loss) per share is computed using the weighted average number of
     common and common equivalent shares outstanding during the period.  In
     accordance with SEC rules, shares issuable upon the conversion of the 12%
     Subordinated Convertible Notes Payable have been included in the
     calculation of common and common equivalent shares outstanding for all
     periods presented using the treasury stock method.

Note 3 - Initial Public Offering

     In May 1997, the Company completed an initial public offering of 805,000
     Units of its Common Stock and Class A Common Stock Purchase Warrants,
     realizing net proceeds of approximately $4,500,000 after stock offering
     costs. 

Note 4 - 12% Convertible Subordinated Notes Payable

     Upon the effective date of the initial public offering, a total of $600,000
     principal amount of convertible subordinated notes were converted into
     300,000 Bridge Units.  The Bridge Units consist of one share of Common
     Stock and one Common Stock Purchase Warrant.  The Bridge Units and
     underlying securities may not be sold prior to two years from the effective
     date of the offering, during the first year, unconditionally, and during
     the second year, without the prior consent of the Underwriter.


                                         -4-
<PAGE>

                            ALL COMMUNICATIONS CORPORATION
                            NOTES TO FINANCIAL STATEMENTS
                                    JUNE 30, 1997


Note 5 - Amended Employment Agreement

     In March and April 1997, the Company's board of directors approved changes
     to the 1997 employment agreement with the Company's president.  The
     amendment provides for an extension of the agreement for an additional year
     to six years; a reduction in annual salary to $133,000, $170,000 and
     $205,000 in the first, second and third years, respectively, and a minimum
     annual base salary of $205,000 in years four through six; and the issuance
     of 750,000 nonqualified stock options at an exercise price of $5.00 per
     share.
     




















                                         -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
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.

Results of Operations

Six Months Ended June 30, 1997 ("1997 period") Compared to Six Months Ended June
30, 1996 ("1996 period")

     Net revenues.  The Company's revenues consist primarily of sales of
Panasonic digital telephone and voice processing systems, and Sony
videoconferencing products.  Operating revenues for the 1997 period totalled
$3,463,762, a record level for a six-month period, representing a 101% increase
over the revenues of $1,726,829 reported for the 1996 period.  Sales were higher
in both the telephone and video categories, with video showing the greatest
gains.  Sales of telephone and voice processing equipment increased in the 1997
period by 24% to $1,633,981 over comparable 1996 revenues of $1,314,489.  The
increase was due in part to the hiring of additional sales personnel.  In
addition, the Company entered into an exclusive dealership arrangement with
Coldwell Banker Corporation ("CBC") in January 1996 to sell Panasonic
telecommunications systems to CBC's corporate-owned offices.  In December 1996,
this agreement was superseded by the signing of a non-exclusive four-year
Preferred Vendor Agreement with the new owner of the Coldwell Banker brand, HFS
Incorporated ("HFS"), to provide Panasonic products to the HFS-owned brands,
Century 21, ERA, and Coldwell Banker real estate brokerage franchise systems. 
Sales under these agreements accounted for 13% and 34% of net revenues for the
1997 and 1996 periods, respectively.

Sales of videoconferencing systems increased in the 1997 period by $1,445,540,
or 378%  to $1,827,495 as compared to $381,955 for the 1996 period and
$1,039,026 for all of fiscal 1996.  The Company's videoconferencing sales effort
increased significantly in 1996 due to the hiring of a vice president in charge
of sales and marketing for the videoconferencing division.  The Company
currently has videoconferencing demonstration facilities in New York City,
Washington, D.C., and the Philadelphia area, as well as at its new headquarters
in Hillside, New Jersey.  The Company has also added nine sales personnel in the
video and telephone divisions since the 1996 period.

     Cost of Revenues.  Cost of revenues in the 1997 period was $2,370,587, or
68% of net revenues, as compared to $1,153,923, or 67% of net revenues in the
1996 period.  Cost of revenues consists primarily of net product, installation
and training costs.



                                         -6-
<PAGE>

     Gross margins.  Gross margins increased to $1,093,175, or 32% of net
revenues in the 1997 period, as compared to $572,906, or 33% of net revenues in
the 1996 period.  Margins are 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.

     Selling.  Selling expenses, which include sales salaries, commissions,
sales overhead, and marketing costs, increased to $600,461, or 18% of net
revenues in the 1997 period, as compared to $330,536, or 19% of net revenues in
the 1996 period.  The dollar increase was due in part to higher salaries and
commission-based compensation resulting from additions in sales personnel in
1997 and higher videoconferencing sales.  New employment agreements providing
for higher sales executive compensation also commenced in 1997.

     General and administrative.  General and administrative expenses 
increased to $424,325, or 12% of net revenues in the 1997 period, as compared 
to $253,334, or 15% of net revenues in the 1996 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, as well as to higher occupancy costs and other administrative 
overhead.  The percentage decrease is due to the more rapid growth rate of 
gross margin dollars as compared to overhead costs.

     As a result of the above, the Company reported income from operations of
$68,389, or $.02 per share in the 1997 period, as compared to an operating loss
of $10,964, or $.01 per share in the 1996 period.

     Other (income) expenses.  This category includes a non-recurring accounting
charge of $315,406 representing financing costs associated with subordinated
promissory notes payable.  A total of $600,000 principal amount of the notes was
converted to 300,000 shares of common stock in May 1997; the balance of $150,000
was repaid.

     Income taxes.  The provision for income taxes was $37,866 in the 1997
period, due to the nondeductibility of certain financing costs and operating
expenses incurred primarily in the second quarter.

     Net loss.  As a result of the above factors, the Company reported a net
loss of $274,710, or $.07 per share in the 1997 period, compared to a net loss
of $19,804, or $.01 per share in the 1996 period.

Liquidity and Capital Resources

At June 30, 1997, the Company had working capital of $5,017,000, including
$3,490,000 in cash.  In May 1997, the Company completed an initial public
offering of 805,000 Units of its Common Stock and Class A Common Stock Purchase
Warrants, realizing net proceeds of approximately $4,500,000 after stock
offering costs.  Funds from the offering will be used for the relocation and
expansion of the Company's facilities, the hiring of new employees, the purchase
of additional inventory, and other working capital needs.


                                         -7-
<PAGE>

Net cash used by operating activities for the 1997 period was $878,000. 
Increases in accounts receivable due to record revenue growth, and the net loss
reported for the period more than offset noncash charges of $341,000 for
depreciation and financing costs.

Investing activities for the 1997 period included purchases of $185,000 for
building improvements, office furniture and equipment.  In July 1997, the
Company moved to its expanded office and warehouse facility in Hillside, New
Jersey.  The Company is occupying the facility under a five-year lease at a base
rent of $64,000.  The lease contains a five-year renewal option.

Cash flows from financing activities provided net cash of $3,902,000.  Included
in this amount are the net proceeds from the public offering.  During the second
quarter of 1997, the Company repaid $150,000 principal amount of subordinated
promissory notes.  The Company also repaid the balance of its bank term loan and
outstanding borrowings under its credit line totalling $645,000.  

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>

Part II

Item 1. Legal Proceedings

          Not Applicable

Item 2.  Change in Securities

          Not Applicable

Item 3.  Default 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

Exhibits

Exhibit 27.    Financial Data Schedule











                                         -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: August 11, 1997              By: /s/ Richard Reiss 
                                       ------------------------------------
                                   Richard Reiss,
                                   President and Chief Executive
                                   Officer (and duly authorized to 
                                   sign on behalf of the Registrant)








                                         -10-