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, 1999.

                                       or

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

     Commission file number 1-12937


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

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

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


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

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act of 1934 during the  preceding 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                           Yes [X]          No[ ]

     The number of shares  outstanding  of the  registrant's  Common Stock as of
July 28, 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
                 June 30, 1999 and December 31, 1998                          1

         Consolidated Statement of Operations
                 For the Six Months and Three Months ended
                 June 30, 1999 and 1998                                       2

         Consolidated Statement of Cash Flows
                 For the Six Months ended June 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                                             11

Signatures                                                                   12



* 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>
                                                               June 30,     December 31,
                                                                1999           1998
                                                             -----------    -----------
<S>                                                          <C>            <C>
ASSETS
Current assets
       Cash and cash equivalents                             $   390,573    $   325,915
       Accounts receivable-net                                 5,153,082      4,317,853
       Inventory                                               3,571,044      3,540,281
       Other current assets                                      117,854         45,577
                                                             -----------    -----------

       Total current assets                                    9,232,553      8,229,626

Furniture, equipment and leasehold improvements-net              572,314        611,518

Deferred financing costs-net                                      42,119         43,271
Other assets                                                      38,214         38,214
                                                             -----------    -----------

       Total assets                                          $ 9,885,200    $ 8,922,629
                                                             ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
       Bank loan payable                                     $ 1,723,581    $      --
       Accounts payable                                        2,483,725      1,412,616
       Accrued expenses                                          798,460        844,082
       Income taxes payable                                         --            2,860
       Deferred revenue                                          203,459        156,133
       Customer deposits                                         546,073         94,721
       Current portion of capital lease obligations               29,169         17,365
                                                             -----------    -----------

       Total current liabilities                               5,784,467      2,527,777

Noncurrent liabilities
       Bank loan payable                                            --        2,403,216
       Capital lease obligations, less current portion            30,844         23,221
                                                             -----------    -----------

       Total noncurrent liabilities                               30,844      2,426,437
                                                             -----------    -----------

       Total liabilities                                       5,815,311      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                                       370,084        327,943
Accumulated deficit                                           (1,529,935)    (1,589,268)
                                                             -----------    -----------

       Total stockholders' equity                              4,069,889      3,968,415
                                                             -----------    -----------

       Total liabilities and stockholders' equity            $ 9,885,200    $ 8,922,629
                                                             ===========    ===========
</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,
                                                   1999           1998           1999            1998
                                                -----------    -----------    -----------    -----------
<S>                                               <C>            <C>            <C>            <C>
Net revenues                                    $ 9,239,108    $ 5,336,914    $ 5,327,439    $ 3,008,810
Cost of revenues                                  6,409,718      3,710,921      3,636,609      2,092,265
                                                -----------    -----------    -----------    -----------

Gross margin                                      2,829,390      1,625,993      1,690,830        916,545

Operating expenses:
     Selling                                      1,951,075      1,431,466      1,066,408        743,194
     General and administrative                     718,386        580,801        411,115        298,109
                                                -----------    -----------    -----------    -----------

Total operating expenses                          2,669,461      2,012,267      1,477,523      1,041,303
                                                -----------    -----------    -----------    -----------

Income (loss) from operations                       159,929       (386,274)       213,307       (124,758)
                                                -----------    -----------    -----------    -----------

Other (income) expenses
     Amortization of deferred financing costs        18,651          2,715         10,784          2,715
     Interest income                                (14,167)       (38,520)        (5,062)       (15,304)
     Interest expense                                96,112          1,052         42,640            872
                                                -----------    -----------    -----------    -----------

Total other (income) expenses, net                  100,596        (34,753)        48,362        (11,717)
                                                               -----------    -----------    -----------

Net income (loss)                               $    59,333    $  (351,521)   $   164,945    $  (113,041)
                                                ===========    ===========    ===========    ===========

Per share of common stock:
                Basic                           $       .01    $      (.07)   $       .03    $      (.02)
                                                ===========    ===========    ===========    ===========
                Diluted                         $       .01    $      (.07)   $       .03    $      (.02)
                                                ===========    ===========    ===========    ===========

Number of shares:
                Basic                             4,910,000      4,910,000      4,910,000      4,910,000
                                                ===========    ===========    ===========    ===========
                Diluted                           5,567,300      4,910,000      6,224,600      4,910,000
                                                ===========    ===========    ===========    ===========
</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,
                                                                                      1999            1998
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net income (loss)                                                            $    59,333    $  (351,521)
      Adjustments to reconcile net loss
      to net cash used by operating activities:
         Depreciation and amortization                                                 159,044         83,099
         Non cash compensation                                                          42,141         15,413
         Increase (decrease) in cash attributable
         to changes in assets and liabilities
             Accounts receivable                                                      (835,229)      (784,546)
             Inventory                                                                 (30,763)    (2,439,216)
             Advances to Maxbase, Inc.                                                    --          127,080
             Other current assets                                                      (72,277)        26,286
             Other assets                                                                 --           (6,855)
             Accounts payable                                                        1,071,109        437,132
             Accrued expenses                                                          (45,622)       332,438
             Income taxes payable                                                       (2,860)        (2,453)
             Deferred revenue                                                           47,326           --
             Customer deposits                                                         451,352        419,365
                                                                                   -----------    -----------

        Net cash provided by (used in) operating activities                            843,554     (2,143,778)
                                                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchases of furniture, equipment and leasehold improvements                     (66,220)      (160,589)
                                                                                   -----------    -----------

        Net cash used in investing activities                                          (66,220)      (160,589)
                                                                                   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITES
      Deferred financing costs                                                         (17,500)       (43,442)
      Proceeds from bank loans                                                       4,055,000        800,000
      Payments on bank loans                                                        (4,734,635)          --
      Payments on capital lease obligations                                            (15,541)        (2,538)
                                                                                   -----------    -----------

        Net cash provided by (used in) financing activities                           (712,676)       754,020
                                                                                   -----------    -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        64,658     (1,550,347)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $   390,573    $   624,879
                                                                                   ===========    ===========

Supplemental  disclosures of cash flow  information
Cash paid during the period for:
         Interest                                                                  $    96,112    $     1,052
                                                                                   ===========    ===========
         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
                                  JUNE 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 six months ended June 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

         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.  Incremental shares included in the 1999 diluted  computations
          were 657,300 and 1,314,600  shares for the six months and three months
          ended June 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 is due on September 1,
         1999, and the final payment of $35,000 is due on January 1, 2000.


                                      -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

Six Months Ended June 30, 1999 ("1999 period") Compared to Six Months Ended June
30, 1998 ("1998  period") and Three Months Ended June 30, 1999 Compared to Three
Months Ended June 30, 1998.

     NET REVENUES.  The Company reported net revenues of $9,239,000 for the 1999
period,  an increase of $3,902,000,  or 73% over revenues  reported for the 1998
period.  Net  revenues of  $5,327,000  for the June 1999  quarter  represent  an
increase  of  $2,318,000,  or 77%,  over  revenues  reported  for the June  1998
quarter.  On a sequential basis, June 1999 quarterly revenues increased 36% over
the previous  quarter.  Both of the Company's  divisions have contributed to its
sales growth in 1999.

     Voice communications - Sales of voice communications  products and services
were $4,542,000 in the 1999 period,  a 58% increase over the 1998 period.  Sales
for the quarter  ended June 30, 1999 were  $2,650,000,  a 53% increase  over the
comparable 1998 quarter.  On a sequential  basis,  June 1999 quarterly  revenues
increased 40% over the previous quarter.


                                      -5-
<PAGE>


     The voice  communications  division has experienced strong growth in Lucent
product  sales  as  a  result  of  increasing   penetration  in  the  commercial
marketplace.  There also continues to be strong demand for the Panasonic product
line from the Company's long-standing real estate customers,  including Coldwell
Banker,  Century 21, ERA, and  Weichert  Realtors,  as well as increased  demand
among independently owned real estate offices.

     Videoconferencing - Sales of videoconferencing equipment were $4,697,000 in
the 1999 period a 94% increase over the 1998 period. Sales for the quarter ended
June 30, 1999 were $2,677,000, a 112% increase over the comparable 1998 quarter.
On a sequential  basis,  June 1999  quarterly  revenues  increased  33% over the
previous  quarter.  The Company is experiencing an increase in multi-unit  sales
and customer  reorders and has been  receiving a greater  number of new customer
inquiries,  all of which  reflect more  effective  marketing  efforts as well as
continued strong demand for Polycom products.

     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.  Sales to two
customers accounted for 14% and 13% of total revenue,  respectively, in the June
1999 period;  sales to one customer  accounted  for 17% of total  revenue in the
June 1998 period.

     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 increase is
attributable  to (i) the  availability  of more favorable  vendor pricing due to
significant  unit growth of several  product lines and (ii)  increases in higher
margin revenue sources such as maintenance contracts and commissions.

     SELLING. Selling expenses, which include sales salaries, commissions, sales
overhead,  and marketing costs,  increased in the 1999 period to $1,951,000,  or
21% of net revenues,  as compared to $1,431,000,  or 27% of net revenues for the
1998 period.  Selling  expenses for the quarter ended June 30, 1999 increased to
$1,066,000,  or 20% of net  revenues,  as  compared  to  $743,000  or 25% of net
revenues for the comparable 1998 quarter. The dollar increase was due in part to
higher commissions related to revenue growth, increases in advertising expenses,
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 $718,000,  or 8% of net revenues, as compared to $581,000,
or 11% of net revenues for the 1998 period. General and administrative  expenses
for the  quarter  ended  June  30,  1999  increased  to  $411,000,  or 8% or net
revenues,  as compared to $298,000,  or 10% of net  revenues for the  comparable
1998 quarter.  The increases in 1999 were  attributable  to higher  compensation
costs associated with new hires and staff raises, and higher legal fees relating
to litigation and


                                      -6-
<PAGE>


other corporate  matters.  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 the financial  statements as the  installments  are paid.  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.

     OTHER (INCOME) EXPENSES. The principal component of this category, interest
expense,  increased  to $96,000 in the 1999  period as compared to $1,000 in the
1998 period. The increase reflects the Company's use of its bank credit facility
to fund working capital  requirements in 1999.  Borrowings in 1998 did not begin
until the end of the second quarter.

     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 June 30,  1999,  the  Company  reduced the
valuation  allowance  to offset a tax  provision  of  approximately  $50,000  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 that  deferred  tax
assets are realizable, the valuation allowance will be further reduced.

     NET INCOME (LOSS). The Company reported net income for the June 1999 period
of $59,000, or $.01 per share on a basic and diluted basis, as compared to a net
loss of $352,000,  or $(.07) per share for the June 1998 period.  Net income for
the quarter ended June 30, 1999 was  $165,000,  or $.03 per share on a basic and
diluted  basis,  as compared to a net loss of $113,000,  or $(.02) per share for
the comparable 1998 quarter.

Liquidity and Capital Resources

     As June 30, 1999, the Company had working capital of $3,448,000,  including
$391,000 in cash and cash equivalents. Net cash provided by operating activities
for the 1999 period was $844,000 as compared to net cash used in  operations  of
$2,144,000  during the 1998 period.  Sources of operating  cash in 1999 included
net income,  depreciation,  accounts payable financing and customer prepayments.
Accounts payable  increased by $1,071,000  during the 1999 period primarily as a
result of large customer drop shipments  towards the end of the second  quarter.
Uses of cash  included  increases in accounts  receivable  resulting  from sales
growth. Inventory levels remained steady during the 1999 period at approximately
$3,500,000.

     Investing  activities for the 1999 period included purchases of $66,000 for
office  and  demostration  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 June 30, 1999 has been classifed 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.  The  Company  was in
compliance with all covenants under the credit agreement as of June 30, 1999.

                                      -7-
<PAGE>


Inflation

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

Year 2000

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

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

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

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

     During the fourth quarter of 1998, the Company  mailed a  questionnaire  to
critical third parties to assess their year 2000  readiness.  The  questionnaire
addressed  issues such as where  companies  stand in their year 2000  compliance
programs and how their  relationship  with the Company  would be affected by any
failure to address year 2000 issues. The responses received indicated that third
parties are addressing

                                      -8-
<PAGE>

and  implementing  programs to address the year 2000 issue. The Company does not
feel that a contingency plan is necessary.

     As of June 30, 1999, the Company had not incurred any expenditures relating
to the year 2000 issue. The Company does not expect any additional cost, if any,
to be material to the Company's operations or financial condition.


                                      -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 is due 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

     (a)  The  Company's  1999  Annual  Meeting  of  Stockholders  (the  "Annual
          Meeting") was held on May 28, 1999.

     (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
                         ----            ---------      --------------
                     Eric Friedman        4,489,211           0
                     Peter  Maluso        4,489,211           0


          (2)  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
     ---------       -------------       -----------        ----------------
     4,491,811           1,942               200                   0

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.


                                      -10-
<PAGE>


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: July 28, 1999                   By: /s/ Richard Reiss
                                          -------------------------------------
                                          Richard Reiss,
                                          President and Chief Executive Officer


Date: July 28, 1999                   By:  /s/ Scott Tansey
                                           ------------------------------------
                                           Scott Tansey
                                           Vice President - Finance
                                           (principal accounting officer)


                                      -12-
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                                  Exhibit Index

                 Exhibit No.                 Description
                 -----------                 -----------
                     27                      Financial Data Schedule