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 September 30, 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, 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
November 4, 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
                 September 30, 1999 and December 31, 1998                      1

              Consolidated Statement of Operations
                 For the Nine Months and Three Months ended
                 September 30, 1999 and 1998                                   2

              Consolidated Statement of Cash Flows
                 For the Nine Months ended September 30, 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                                                             10

Changes in Securities                                                         10

Defaults Upon Senior Securities                                               10

Submission of Matters to a Vote of Security Holders                           10

Other Information                                                             10

Exhibits and Reports on Form 8-K                                              10

Signatures                                                                    11



* 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>
                                                             September 30,   December 31,
                                                                 1999            1998
                                                             ------------    ------------
<S>                                                          <C>             <C>
ASSETS
Current assets
       Cash and cash equivalents                             $    281,566    $    325,915
       Accounts receivable-net                                  5,755,777       4,317,853
       Inventory                                                4,840,038       3,540,281
       Other current assets                                       309,032          45,577
                                                             ------------    ------------

       Total current assets                                    11,186,413       8,229,626

Furniture, equipment and leasehold improvements-net               553,998         611,518

Deferred financing costs-net                                       29,877          43,271
Other assets                                                       38,214          38,214
                                                             ------------    ------------

       Total assets                                          $ 11,808,502    $  8,922,629
                                                             ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
       Bank loan payable                                     $  1,968,514    $       --
       Accounts payable                                         3,781,768       1,412,616
       Accrued expenses                                           944,129         844,082
       Income taxes payable                                          --             2,860
       Deferred revenue                                           299,273         156,133
       Customer deposits                                          359,566          94,721
       Current portion of capital lease obligations                29,846          17,365
                                                             ------------    ------------

       Total current liabilities                                7,383,096       2,527,777

Noncurrent liabilities
       Bank loan payable                                             --         2,403,216
       Capital lease obligations, less current portion             25,613          23,221
                                                             ------------    ------------

       Total noncurrent liabilities                                25,613       2,426,437
                                                             ------------    ------------

       Total liabilities                                        7,408,709       4,954,214

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                                        393,144         327,943
Accumulated deficit                                            (1,223,091)     (1,589,268)
                                                             ------------    ------------

       Total stockholders' equity                               4,399,793       3,968,415
                                                             ------------    ------------

       Total liabilities and stockholders' equity            $ 11,808,502    $  8,922,629
                                                             ============    ============
</TABLE>

                 See Notes to Consolidated Financial Statements
                                      -1-


<PAGE>




                         ALL COMMUNICATIONS CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     Nine months ended             Three months ended
                                                       September 30,                   September 30,
                                                   1999            1998            1999             1998
                                                ------------    ------------    ------------    ------------
<S>                                             <C>             <C>             <C>             <C>
Net revenues                                    $ 15,908,891    $  8,445,116    $  6,669,783    $  3,108,202
Cost of revenues                                  10,917,374       5,905,306       4,507,656       2,194,385
                                                ------------    ------------    ------------    ------------

Gross margin                                       4,991,517       2,539,810       2,162,127         913,817

Operating expenses:
     Selling                                       3,318,047       2,275,805       1,366,972         844,339
     General and administrative                    1,159,772         957,334         441,386         376,533
                                                ------------    ------------    ------------    ------------

Total operating expenses                           4,477,819       3,233,139       1,808,358       1,220,872
                                                ------------    ------------    ------------    ------------

Income (loss) from operations                        513,698        (693,329)        353,769        (307,055)
                                                ------------    ------------    ------------    ------------

Other (income) expenses
     Amortization of deferred financing costs         30,894          11,198          12,243           8,483
     Interest income                                 (18,135)        (48,729)         (3,968)        (10,209)
     Interest expense                                134,762          21,002          38,650          19,950
                                                ------------    ------------    ------------    ------------

Total other (income) expenses, net                   147,521         (16,529)         46,925          18,224
                                                                ------------    ------------    ------------

Net income (loss)                               $    366,177    $   (676,800)   $    306,844    $   (325,279)
                                                ============    ============    ============    ============

Per share of common stock:
                Basic                           $        .07    $      (0.14)   $        .06    $      (0.07)
                                                ============    ============    ============    ============
                Diluted                         $        .06    $      (0.14)   $        .05    $      (0.07)
                                                ============    ============    ============    ============

Number of shares:
                Basic                              4,910,000       4,910,000       4,910,000       4,910,000
                                                ============    ============    ============    ============
                Diluted                            5,771,478       4,910,000       6,179,834       4,910,000
                                                ============    ============    ============    ============
</TABLE>

                 See Notes to Consolidated Financial Statements
                                      -2-


<PAGE>




                         ALL COMMUNICATIONS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                       Nine months ended
                                                                                          September 30,
                                                                                      1999            1998
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net income (loss)                                                            $    366,177    $   (676,800)
      Adjustments to reconcile net income (loss)
      to net cash provided by (used in) operating activities:
         Depreciation and amortization                                                  241,304         157,841
         Loss on disposal of equipment                                                    1,832           3,209
         Non cash compensation                                                           65,201          15,413
         Increase (decrease) in cash attributable
         to changes in assets and liabilities
             Accounts receivable                                                     (1,437,924)     (1,694,967)
             Inventory                                                               (1,299,757)     (3,158,569)
             Advances to Maxbase, Inc.                                                     --           127,080
             Other current assets                                                      (263,455)        (37,140)
             Other assets                                                                  --            (6,855)
             Accounts payable                                                         2,369,152       1,023,698
             Accrued expenses                                                           100,047         308,292
             Income taxes payable                                                        (2,860)         (2,453)
             Deferred revenue                                                           143,140            --
             Customer deposits                                                          264,845         842,494
                                                                                   ------------    ------------

        Net cash provided by (used in) operating activities                             547,702      (3,098,757)
                                                                                   ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchases of furniture, equipment and leasehold improvements                     (119,755)       (270,080)
                                                                                   ------------    ------------

        Net cash used in investing activities                                          (119,755)       (270,080)
                                                                                   ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITES
      Deferred financing costs                                                          (17,500)        (59,723)
      Proceeds from bank loans                                                       10,205,000       1,500,000
      Payments on bank loans                                                        (10,639,702)
      Payments on capital lease obligations                                             (20,094)         (6,421)
                                                                                   ------------    ------------

        Net cash provided by (used in) financing activities                            (472,296)      1,433,856
                                                                                   ------------    ------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                   (44,349)     (1,934,981)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $    281,566    $    240,245
                                                                                   ============    ============

Supplemental  disclosures of cash flow  information
      Cash paid during the period for:
         Interest                                                                  $    134,762    $     21,002
                                                                                   ============    ============
         Income taxes                                                              $      3,332    $       --
                                                                                   ============    ============
      Acquisition of equipment
         Cost of equipment                                                         $     37,747    $     58,844
         Capital lease payable incurred                                                  34,968          51,012
                                                                                   ------------    ------------
         Cash down payment                                                         $      2,779    $      7,832
                                                                                   ============    ============
</TABLE>

                 See Notes to Consolidated Financial Statements
                                      -3-



<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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 and nine months  ended  September  30,  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

     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.  Incremental
     shares included in the 1999 diluted computations were 861,478 and 1,269,834
     shares for the nine  months and three  months  ended  September  30,  1999,
     respectively.

Note 3 - Legal Matters

     On May 20, 1999 the Company  settled the lawsuit with its former  landlord.
     Under  the  terms  of the  settlement,  the  Company  will  pay a total  of
     $120,000.  The  first  payment  was made on May 21,  1999 in the  amount of
     $50,000,  the second  payment of $35,000 was made on September 1, 1999, and
     the final  payment of $35,000 is due on January 1, 2000.  The  Company  has
     established an adequate reserve for the settlement,  and accordingly  there
     will be no further impact on operations as the installments are paid.


                                      -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

Nine Months Ended  September  30, 1999 ("1999  period")  Compared to Nine Months
Ended  September 30, 1998 ("1998  period") and Three Months Ended  September 30,
1999 Compared to Three Months Ended September 30, 1998.

     NET REVENUES. The Company reported net revenues of $15,909,000 for the 1999
period,  an increase of $7,464,000,  or 88% over revenues  reported for the 1998
period.  Net revenues of $6,670,000 for the September 1999 quarter  represent an
increase of $3,562,000,  or 115%, over revenues  reported for the September 1998
quarter. Both of the Company's divisions have contributed to its sales growth in
1999.

     Voice  communications  - The Company  distributes,  installs,  and services
Lucent, Panasonic and other telecommunications  products. Sales in this division
were $7,892,000 in the 1999 period,  a 76% increase over the 1998 period.  Sales
for the quarter ended September 30, 1999 were  $3,350,000,  a 116% increase over
the comparable 1998 quarter.

     The voice  communications  division has experienced strong growth in Lucent
equipment  sales,  particularly  to large users in the commercial and healthcare
marketplace.  Specifically,  sales  to one  customer  accounted  for  15% of net
revenues in the 1999  period.  Sales of  Panasonic  equipment  continued to show
strong growth in the real estate and small business  markets during the quarter.
Panasonic  sales to real estate  customers  accounted for 19% of net revenues in
the 1999 period.


                                      -5-
<PAGE>


     Videoconferencing - Sales of videoconferencing equipment were $8,017,000 in
the 1999 period,  a 102%  increase  over the 1998 period.  Sales for the quarter
ended  September 30, 1999 were  $3,320,000,  a 114% increase over the comparable
1998 quarter.

     The  Company is one of the  largest  distributors  and  integrators  of the
complete  line  of  videoconferencing  products  manufactured  by  Polycom.  The
videoconferencing  division is experiencing significant unit growth particularly
in the government,  commercial, healthcare and education markets. In addition to
its success in  marketing  the Polycom  product  line,  the Company has become a
leader in design and  integration  of turnkey  videoconferencing  systems.  This
specialty  has enabled the Company to build on its  commercial  customer base to
expand into other markets.

     The Company  expects  revenue  growth in both divisions to continue for the
balance  of fiscal  1999  based on  existing  backlog,  pending  orders,  and an
increasing number of referrals from customers and other sources.

     GROSS  MARGINS.  Gross  margins  increased in the 1999 period to 31% of net
revenues,  as compared to 30% of net revenues in the 1998 period.  The Company's
gross margins  continue to benefit from favorable  vendor pricing as unit growth
continues and from the sale of higher margin revenue sources such as maintenance
contracts.

     SELLING. Selling expenses, which include sales salaries, commissions, sales
overhead,  and marketing costs,  increased in the 1999 period to $3,318,000,  or
21% of net revenues,  as compared to $2,276,000,  or 27% of net revenues for the
1998 period. Selling expenses for the quarter ended September 30, 1999 increased
to  $1,367,000,  or 21% of net  revenues,  as compared to $844,000 or 27% of net
revenues for the comparable 1998 quarter. The dollar increase was due in part to
higher commissions related to revenue growth and additional depreciation charges
related to  demonstration  equipment.  The  decrease  in selling  expenses  as a
percentage of total  revenues in the 1999 period was the result of fixed selling
costs remaining stable during a period of rising revenues, and an improvement in
sales staff productivity.

     GENERAL AND ADMINISTRATIVE.  General and administrative  expenses increased
in the  1999  period  to  $1,160,000,  or 7% of net  revenues,  as  compared  to
$957,000, or 11% of net revenues for the 1998 period. General and administrative
expenses for the quarter ended  September 30, 1999 increased to $441,000,  or 7%
of net  revenues,  as  compared  to  $377,000,  or 12% of net  revenues  for the
comparable  1998  quarter.  The  increases in 1999 were  attributable  to higher
compensation  and  professional  fees relating to litigation and other corporate
matters. General and administrative expenses declined as a percentage of revenue
as sales  growth  outpaced  cost  increases.  Management  expects  this trend to
continue at least through the end of fiscal 1999.



                                      -6-
<PAGE>


     OTHER (INCOME) EXPENSES. The principal component of this category, interest
expense,  increased to $135,000 in the 1999 period as compared to $21,000 in the
1998 period. The increase reflects the Company's use of its bank credit facility
to fund working capital requirements in 1999.

     INCOME TAXES.  The Company has established a valuation  allowance to offset
additional tax benefits from net operating loss carryforwards and other deferred
tax assets.  For the quarter ended  September 30, 1999, the Company  reduced the
valuation  allowance  to offset a tax  provision  of  approximately  $145,000 on
quarterly  income.  Management will continue to evaluate the  recoverability  of
deferred tax assets and the valuation  allowance on a quarterly  basis.  At such
time as it is determined that it is more likely than not the deferred tax assets
are realizable, the valuation allowance will be further reduced.

     NET INCOME (LOSS).  The Company  reported net income for the September 1999
period of  $366,000,  or $.07 and $.06 per share on a basic and  diluted  basis,
respectively,  as compared to a net loss of  $677,000,  or $(.14) per share on a
basic and  diluted  basis for the  September  1998  period.  Net  income for the
quarter ended  September 30, 1999 was $307,000,  or $.06 and $.05 per share on a
basic and diluted basis, respectively, as compared to a net loss of $325,000, or
$(.07) per share on a basic and diluted basis for the comparable 1998 quarter.

Liquidity and Capital Resources

     At  September  30,  1999,  the Company had working  capital of  $3,803,000,
including $281,000 in cash and cash equivalents.  Net cash provided by operating
activities  for the 1999  period was  $548,000  as  compared to net cash used in
operations of $3,099,000  during the 1998 period.  Sources of operating  cash in
1999 included net income, depreciation,  accounts payable financing and customer
prepayments.  Accounts payable increased by $2,369,000 during the 1999 period as
the  Company  purchased  inventory  late in the third  quarter to satisfy  sales
demand.  Uses of cash included increases in accounts  receivable  resulting from
sales  growth and  increases  in inventory  to  capitalize  on favorable  vendor
pricing.

     Investing activities for the 1999 period included purchases of $120,000 for
office and  demonstration  equipment.  The  Company  does not have any  material
commitments for capital expenditures.

     Financing  activities  in the 1999 period  consisted  primarily of proceeds
from  and  repayments  of  the  Company's   $5,000,000  revolving  credit  line.
Borrowings are based on available accounts receivable and inventory  collateral,
and bear interest at the rate of prime plus 1% per annum. The principal  balance
outstanding as of September 30, 1999 has been classified as a current  liability
due to the maturity of the  two-year  credit  agreement in May 2000.  Management
intends to refinance the credit facility by the maturity date.


                                      -7-
<PAGE>


     In May 1999,  the Company  settled the  lawsuit  with its former  landlord.
Under the terms of the  settlement,  the Company will pay a total of $120,000 in
three  installments  over seven months.  The Company has established an adequate
reserve for the settlement,  and accordingly  there will be no further impact on
operations as the installments are paid.

Inflation

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

Year 2000

     State of Readiness

     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  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.

     During the third quarter of 1999, the Company installed a Microsoft Windows
NT operating system on its main file server as part of an overall upgrade of our
information  systems.  Microsoft has stated that the Windows NT operating system
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.

     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


                                      -8-
<PAGE>


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.

Costs of compliance

     Costs  related to the year 2000 issue  incurred to date have been less than
$10,000 and have been  expensed as incurred.  The Company  expects to incur less
than $5,000 related to year 2000 issues in the fourth quarter of 1999.

Risks

     Our  estimates  on  costs  and  potential  financial  impact  are  based on
information we have currently.  Due to the general  uncertainty  inherent in the
year 2000 issue,  there can be no assurance  these estimates will prove accurate
and actual results could differ materially from those currently anticipated.

     Factors that could cause  actual  results to differ  include  unanticipated
supplier or customer failures; utilities,  transportation, or telecommunications
breakdowns;  U.S. government failures; and unanticipated failures on our part to
address year 2000-related  issues.  These failures could have a material adverse
effect  on  the  Company's  results  of  operations,  liquidity,  and  financial
condition.

     The Company has evaluated  the potential  impact of the year 2000 risks and
believes that the most reasonably likely worst case scenario is the interruption
or  disruption  of receipt of products,  supplies,  and services  from its major
suppliers.  Delays in deliveries  could result in a significant loss of revenue.
The  degree  of  revenue  loss  impact  would  depend  on  the  severity  of the
disruption,  the time  required  to correct it,  whether  the  revenue  loss was
temporary or  permanent,  and the degree to which our primary  competitors  were
also impacted by the disruption.

     The Company does not have a contingency  plan and does not plan on creating
one.


                                      -9-
<PAGE>


Part II

Item 1. Legal Proceedings

     On May 20, 1999 the Company  settled the lawsuit with its former  landlord.
Under the terms of the settlement, the Company will pay a total of $120,000. The
first  payment  was made on May 21,  1999 in the amount of  $50,000,  the second
payment of $35,000  was made on  September  1,  1999,  and the final  payment of
$35,000 is due on January 1, 2000.


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

     None

Item 5. Other Information

     A duly executed proxy given in connection with the registrant's 2000 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  March 7,  2000,  which is
forty-five  days prior to the date on which the Company  first  mailed its proxy
materials for its 1999 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.


                                      -10-
<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: November 4, 1999                    By: /s/ Richard Reiss
                                              --------------------------
                                          Richard Reiss,
                                          President and Chief Executive
                                          Officer


Date: November 4, 1999                    By: /s/ Scott Tansey
                                              --------------------------
                                          Scott Tansey
                                          Vice President - Finance
                                          (principal accounting officer)



                                      -11-
<PAGE>


                                  Exhibit Index

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

                   27                     Financial Data Schedule