UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 (No Fee Required)

          For the fiscal year ended December 31, 1999

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 (No Fee Required)

For the transition period from ____________ to ____________


                         Commission file number 1-12937


                         ALL COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

            New Jersey                                         22-3124655
     (State of incorporation)                            I.R.S. Employer Number


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

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

           Securities registered pursuant to Section 12(b) of the Act

 Common Stock, no par value per share
Class A Common Stock Purchase Warrants                 None
--------------------------------------                 ----
          Title of each class                 Name of each exchange on
                                              which registered

           Securities registered pursuant to Section 12(g) of the Act

                                      None

     Indicate by check mark whether the registrant (1) has 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 [_]

     Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year: $23,997,212
     Aggregate market value of Common Stock held by nonaffiliates as of March
     17, 2000: $80,028,371

     The number of shares outstanding of the registrant's Common Stock as of
     March 17, 2000 was 6,864,140

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Registrant's definitive Proxy Statement for its 2000 Annual
Meeting of Stockholders are incorporated by reference to Part III of this
report, which will be filed on or before April 29, 2000


<PAGE>


                                     PART I

The  statements  contained in Part I and Part II herein,  other than  historical
information,  are or may be deemed to be forward-looking statements, and involve
factors,  risks  and  uncertainties  that may cause the  actual  results  of All
Communications  Corporation ("ACC" or the "Company") in future periods to differ
materially from such statements. These factors, risks and uncertainties include,
but are not limited to, 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;  the success of pending and
future mergers;  the volatility of the price of the Company's  stock;  the small
number  of  customers;  the  continued  employment  of key  executives;  and the
availability of sufficient  financial  resources to enable the Company to expand
its operations.

ITEM 1.   DESCRIPTION OF BUSINESS


GENERAL

     All   Communications   Corporation,   together   with  its   wholly   owned
subsidiaries,  is a leading provider of voice, video and network  communications
solutions to the  commercial,  medical and  educational  marketplace  as well as
local, state and federal government agencies.  ACC incorporates state of the art
technologies with complete life-cycle management to give clients a single source
for all their  communications  needs.  In addition  to voice,  video and network
services, ACC offers data transmission solutions, video streaming and webcasting
capabilities.  The Company was organized as a New Jersey corporation in 1991 and
is headquartered at 225 Long Avenue, Hillside, New Jersey, 07205.

     On December 27, 1999, the Company entered into a merger agreement with View
Tech,  Inc.  ("VTI")  pursuant  to  which,  pending  approval  of VTI's  and the
Company's  shareholders,  the  Company  will  merge  into  VTI,  with VTI as the
surviving  corporation.  In the merger, the Company's  shareholders will receive
3.3 shares of VTI common stock for each share of the Company's common stock they
own,  and will own a majority of the  outstanding  common stock of VTI after the
merger.  Immediately following the merger, the surviving corporation will change
its name to Wire One Technologies, Inc. ("Wire One"). The Company's officers and
directors  prior to the merger  will be the officer  and  directors  of Wire One
following  the  merger.  As a result of the merger,  the  Company  will become a
Delaware corporation.

     VTI is a single source provider for the equipment and services  required to
meet the video, voice and data communications requirements of its customers. VTI
is a leading  remarketer,  integrator and service provider of video conferencing
equipment.  VTI currently has offices in Camarillo,  Irvine,  Sacramento and San
Diego, California; New York, New York; Atlanta, Georgia; Baton Rouge, Louisiana;
Chicago, Illinois; Dallas and Houston, Texas; Durham, North Carolina; Englewood,
Colorado; Nashville and Knoxville, Tennessee;  Jacksonville,  Florida; Salt Lake
City, Utah; Phoenix, Arizona and Chesterfield, Missouri.

INDUSTRY OVERVIEW

     VOICE  COMMUNICATIONS.  Advances in  telecommunications  technologies  have
facilitated the development of increasingly  sophisticated telephone systems and
applications.   Telecommunications  systems  have  evolved  from  simple  analog
telephones to sophisticated digital systems and applications. Users increasingly
rely  upon  a   variety   of   applications,   including   conference   calling,
speakerphones,   voice   processing   and   automated   attendant,   to  improve
communications  within  their  organizations  and with  customers  and  vendors.
Digital   technology   has   facilitated   the   integration  of  computing  and
telecommunications  technologies,  which  has  made  possible  a  number  of new
applications that further enhance productivity.

     As the  telecommunications  needs of businesses  have become more advanced,
the  integration  of the  different  parts of a system has  become  increasingly
complex.   The  system   integration,   service  and  support   capabilities  of
telecommunications  suppliers have become significant  competitive  factors.  In
order  to  meet  the  needs  of end  users,  suppliers  such  as ACC  have  been
increasingly required to develop close relationships with their customers.


                                       2
<PAGE>


     VIDEOCONFERENCING.    Videoconferencing    communications    entails    the
transmission  of video and audio  signals and  computerized  data between two or
more locations through a digital  telecommunication  network.  Videoconferencing
communications  systems were first  introduced in the late 1970's in the form of
specialized  dedicated  conference  rooms  outfitted with  expensive  electronic
equipment  and  requiring  trained  operators.  Signals  were  transmitted  over
dedicated  transmission  lines  established  between  fixed  locations.   Market
acceptance of early systems was limited  because of the low quality of the video
output,  as well  as the  high  hardware  and  transmission  costs  and  limited
availability of transmission facilities.

     Technological developments in the 1980's resulted in a dramatic increase in
the quality of video  communications,  as well as a substantial reduction in its
cost. The proliferation of switched digital networks, which transmit digital, as
opposed to analog signals,  eliminated the requirement of dedicated transmission
lines.  Advances  in data  compression  and  decompression  technology,  and the
introduction  of devices for separating and  distributing  digital  signals over
several  channels   simultaneously  and  recombining  them  after  transmission,
resulted in products  with  substantially  improved  video and audio quality and
further reduced hardware costs.  Competition among  telecommunications  carriers
during the past decade, together with the expanded use of fiber optic technology
and the  development  of  integrated  switched  digital  networks  ("ISDN") have
further contributed to reduced transmission costs.

     Further  technological  developments  in the  1990's  in  videoconferencing
systems resulted in accepted industry standards, which now enables compatibility
among systems made by different manufacturers. These developments have increased
the  quality  and  features   available  in   videoconferencing   systems  while
significantly decreasing the costs to the customer.

     STRUCTURED  CABLING  SYSTEMS.  A cabling  or wiring  system is a  long-term
infrastructure  investment for voice and high-speed data transmission.  Computer
systems  requiring  high speed or maximum  bandwidth  for  connectivity  options
require  structured  wiring  systems to be in place.  These  systems  can now be
certified to meet connectivity  requirements for management  information systems
as well as have assurance of handling  future  modifications.  ACC believes that
the demand for  structured  wiring systems is increasing due to a growing demand
for  computer  systems  and local area  networks  to run at  continually  higher
speeds.

OPERATIONS

     PRODUCTS  AND  SERVICES.   ACC  provides   turnkey   integrated  voice  and
videoconferencing  solutions  to its  customers.  ACC  is a  reseller  of  voice
communications  products  manufactured by Lucent Technologies,  Inc. ("Lucent"),
the Business  Telephone System Division of Panasonic  Communications and Systems
Company   ("Panasonic")  and  Active  Voice  Corporation  ("Active  Voice")  and
videoconferencing  products  manufactured by Polycom,  Inc. ("Polycom") and Sony
Electronics Inc.  ("Sony").  ACC's business involves the sale,  installation and
maintenance   of  the  full  line  of  voice  and   videoconferencing   products
manufactured by these companies.

     During the fiscal years ended December 31, 1999 and 1998, approximately 48%
and 54%,  respectively,  of the Company's  total sales were  attributable to the
sale  of  voice  communications   equipment,  and  approximately  52%  and  46%,
respectively,  of the  Company's  total sales were  attributable  to the sale of
videoconferencing  communications  equipment.  The Company does not segregate or
manage its operations by business segment.

     VOICE COMMUNICATIONS. ACC is a reseller of Lucent and Panasonic digital key
and hybrid telephone  systems,  private branch exchange (PBX) telephone systems,
voice processing  systems and computer  telephony  integration  (CTI) solutions.
Lucent and Panasonic  manufacture digital key and hybrid telephone systems which
contain  multi-featured  fully  electronic  digital  telephones,  common control
units,  central  processing  units,  and associated  common equipment to provide
service in the approximately  2,000 line and under marketplace.  ACC distributes
Lucent  manufactured  PBX systems under the name  Definity  which has a capacity
expandable up to 25,000 ports. ACC also distributes a Panasonic manufactured PBX
system  under  the name DBS 576 with a  maximum  capacity  of 576  ports.  A key
telephone  system provides each telephone with direct access to multiple outside
trunk lines and internal  communications  through  intercom lines. A PBX system,
through a central  switching  system,  permits the  connection  of internal  and
external lines. A hybrid switching  systems provides,  in a single system,  both
key  telephone and PBX  features.  Key telephone  equipment may be used with PBX
equipment.


                                       3
<PAGE>


     ACC sells fully integrated voice processing systems manufactured by Lucent,
Panasonic and Active Voice. The systems range from 2 to 64 voice ports and up to
330 hours of message  storage.  The systems have  automated  attendant  features
which allow for incoming calls to be answered  electronically and distributed to
specific extensions without the use of a switchboard  operator.  The systems can
be interactive  with display  telephone  sets.  System users have the ability to
access  stored  messages  from any  touch-tone  telephone.  The systems have the
capability to automatically notify a user outside the system of urgent messages.
The systems have additional features which can be customized to the needs of the
end user.

     Several  of  Lucent  and  Panasonic   systems  support  open   architecture
interfaces  that allow  external  computers  to interact and control the systems
through industry standard interfaces. The systems support an RS-232 system level
interface,  an RS-232 Hayes based desktop  interface and a Windows  Dynamic Data
Exchanges (DDE) interface.  The systems have Developer  Toolkits  available that
include  the  detailed   interface   specifications,   applications   notes  and
development tools to assist third party software  developers to develop vertical
market CTI applications for the products.  Applications include database look-up
(which  utilizes   caller-ID   information  to  retrieve  customer   information
automatically from a computerized  database),  automated attendant,  interactive
voice  response and call  accounting  (which permits the monitoring of telephone
usage  and toll  cost).  Several  of the  systems  support  Microsoft  Telephone
Application   Programming   Interface  (TAPI)  and  Novell  Telephony   Services
Applications  Programming Interface (TSAPI). There are Windows-based  interfaces
available   for  personal   computers   to   facilitate   installation,   system
configuration and programming.

     ACC is involved  in the sale,  installations  and  servicing  of  Panasonic
products  throughout  the United  States  both  through  its own  employees  and
subcontractors.  ACC sells Lucent products  through its direct sales force,  and
installs  and  services  Lucent  products  both  through its own  employees  and
nationwide  through  subcontracting  arrangements  with Lucent directly and with
other Lucent dealers.

     ACC is  also  involved  in  the  sale,  installation,  and  maintenance  of
peripheral  equipment  and  components   manufactured  by  other  vendors.  Such
equipment and components are readily  available  through multiple  manufacturers
and suppliers.

     VIDEOCONFERENCING.  The Company began selling videoconferencing products in
1994. ACC provides Sony and Polycom  videoconferencing systems for United States
customers on a global basis,  with a concentration  in the  northeastern  United
States.  ACC customers include business,  education,  health care and government
agencies. ACC: (i) provides its customers with systems produced by both Sony and
Polycom, worldwide manufacturers of room based videoconferencing  equipment, and
ancillary  equipment  manufactured by others,  (ii) selects and integrates those
systems and components  into complete  systems  designed to suit each customer's
particular  communications  requirements,  (iii)  develops  custom  software and
hardware  components  when  necessary  and  (iv)  provides  training  and  other
continuing  services designed to insure that its customers fully and efficiently
utilize  their  systems.  In 1999,  ACC sold and installed  approximately  1,000
videoconferencing  systems,  as  compared  to  over  300  systems  in  1998  and
approximately 100 systems in 1997.

     In January  1999,  ACC  executed an  agreement  with Sprint  Communications
Company LP to act as an authorized sales agent for Sprint's advanced network and
videoconferencing  services in Sprint's Video Partners  Program.  This agreement
enabled ACC to provide a  telecommunications  network  service  component to its
overall  line of products  and  services.  Under the  agreement,  ACC receives a
percentage of Sprint's  monthly  charges billed to ACC's  customers for usage of
Sprint's telecommunications network.

     STRUCTURED  CABLING  SYSTEMS.  ACC  offers  structured  cabling  systems by
NORDX/CDT and Lucent.  Structured  cabling  systems offer state of the art, high
bandwidth,  standards based wiring  infrastructure  with a long life cycle which
support  current  technologies,  and also can support  higher  speeds for future
technologies.  Structured cabling systems can be implemented for a few end users
or up to thousands of end users per  installation  depending on the needs of the
end user.

     RESELLER  AGREEMENTS.  In  November  1997,  ACC  entered  into  a  two-year
nonexclusive  distribution agreement, with renewal options, with Polycom for the
Polycom   ViewStation(R)   group   videoconferencing   system  and  the  Polycom
ShowStation(R) IP integrated conference projector. This agreement enabled ACC to
market  and  sell  a  full  range  of  Polycom  manufactured  videoconferencing,
audioconferencing and dataconferencing products.


                                       4
<PAGE>


     In November 1997, ACC signed a one year nonexclusive distribution agreement
with Lucent to sell,  install and maintain Lucent  Partner,  Legend and Definity
telephone  systems,  voice mail and CTI software as an authorized Lucent dealer.
ACC also has  authority  to  resell,  install  and  maintain  Lucent  peripheral
products. This agreement has been renewed through March 2001.

     ACC has an agreement with Panasonic authorizing ACC to serve as Panasonic's
nonexclusive  reseller in the United  States.  The  agreement  is  automatically
renewable for successive  one-year terms unless  terminated by either party upon
at least 30 days' prior notice,  or immediately by Panasonic upon written notice
to ACC if ACC is in  default in the  performance  of its  obligations  under the
agreement, or upon the bankruptcy or insolvency of ACC.

     MAJOR CUSTOMERS.  ACC is dependent upon a few customers for a large portion
of its revenue. ACC sells its telephone and voice processing systems to the real
estate  brokerage  franchisees  of Cendant  Corp.  (formerly  HFS  Incorporated)
pursuant to ACC Preferred Vendor Agreement. Sales under this agreement accounted
for 15% and 12% of net revenues for fiscal 1999 and 1998, respectively.

     In 1998, ACC established  significant customer relationships with Universal
Health Services,  Inc., for Lucent and Sony products.  Universal Health Services
accounted   for  14%  and  11%  of  net  revenues  for  fiscal  1999  and  1998,
respectively.

     The loss of one of these  customers  could  have a  material  effect on the
Company.  No other  customer  accounted  for more than 10% of  consolidated  net
revenues in 1999 or 1998.

     SALES AND  MARKETING.  ACC  markets  and sells its  products  and  services
directly to customers  through a sales and marketing  organization  supported by
sales,  technical  and  training  personnel  versed  in the  specifications  and
features  of the voice  communications  and  videoconferencing  systems  sold to
customers.  ACC markets both voice communications and videoconferencing  systems
through its direct  sales  force.  ACC  provides  training to its sales force to
maintain the expertise necessary to effectively market and promote the systems.

     The  manufacturers,  which ACC  represents,  have  provided ACC with sales,
advertising  and  promotional  materials,  which ACC,  in turn,  provides to its
existing customers and prospective customers in conjunction with sales promotion
programs  of  the   manufacturers.   ACC   maintains  up  to  date  systems  for
demonstration and promotion to customers and potential customers.  Technical and
training personnel attend  installation and service training sessions offered by
the manufacturers  from time to time to enhance their knowledge and expertise in
the installation and maintenance of the systems.

     ACC hosts  seminars  for the  purposes of  demonstrating  videoconferencing
systems to its prospective  customers,  and to provide prospective customers the
opportunity to learn more about ACC's products and services.

     ACC provides  customers of both voice  communication and  videoconferencing
systems with a full complement of services to ensure customer  satisfaction  and
optimal  utilization of the systems.  As a preliminary  component of a sale to a
customer or prospective  customer,  ACC provides consulting services in order to
assess  the  customer's  needs  and  specifications  and to  determine  the most
effective  method to achieve  those  needs.  Upon  delivery of the  system,  ACC
employees  install  and test the  equipment  to make sure the  systems are fully
functional.  In situations  where a customer is located at a great distance from
ACC's  offices,  ACC, on an  as-needed  bases,  will  engage the  services of an
installation   subcontractor  located  in  close  geographic  proximity  to  the
customer,  for the  installation  and  testing of  equipment  sold by ACC to the
customer.  The  retention  of an  installation  subcontractor  located  in close
proximity to a customer  benefits the customer through quick and  cost-effective
installation  of the system.  After the  equipment is  functional,  ACC provides
training  to  all  levels  of the  customer's  organization.  Training  includes
instruction in systems operation and, with respect to videoconferencing systems,
planning and administration of meetings.

     ACC maintains a 24-hour toll-free  technical support hotline that customers
may  call.   ACC   provides   7  by  24   real-time   support   for  its  global
videoconferencing  customers.  ACC also provides  onsite support and maintenance
which includes the repair and/or replacement of equipment.


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<PAGE>


EMPLOYEES, CONSULTANTS AND SUBCONTRATORS

     As of December 31, 1999, ACC had fifty-four  (54) full-time  employees,  as
well as a network of fifty (50) consultants and installation  subcontractors who
are  available  on an  as-needed  basis for  marketing  support  and to  provide
contract  installation.  Twenty  (20) of the  ACC's  employees  are  engaged  in
marketing and sales,  twenty (20) in installation  service and customer  support
and fourteen  (14) in finance and  administration.  None of ACC's  employees are
represented by a labor union. ACC believes that its employee relations are good.

COMPETITION

     The  voice  and  videoconferencing   communications  industries  have  been
characterized  by pricing  pressures and business  consolidations.  ACC competes
with other  resellers,  as well as  manufacturers  of voice  communications  and
videoconferencing systems, many of which are larger, have greater recognition in
the industry,  a longer operating history and greater  financial  resources than
ACC.  ACC's  competitors  in the voice  communications  sector  include  Lucent,
Northern  Telecom,   Toshiba  America,   Inc.,   Siemens   Corporation  and  NEC
Corporation.  ACC also  competes  with  other  dealers  of  voice  communication
products.  ACC's  competitors  in the  videoconferencing  communications  sector
include Picturetel Corporation,  Tandberg Inc., VTEL Corporation,  MCI Worldcomm
and other dealers.  Existing  competitors  may continue to broaden their product
lines and expand their retail  operations,  and potential  competitors may enter
into  or   increase   their   focus  on  the  voice   and/or   videoconferencing
communications market,  resulting in greater competition for ACC. In particular,
ACC believes  that as the demand for  videoconferencing  communications  systems
continues  to  increase,  additional  competitors,  many of which also will have
greater resources than ACC, will enter the videoconferencing market.

     ACC  believes  that its  technical  expertise  and  commitment  to customer
service and support allow it to compete  favorably.  ACC conducts  comprehensive
sales  and  product  training  for all its sales and  marketing  personnel.  ACC
believes  that such  training  results in its  employees  having a high level of
product and industry knowledge which makes ACC more attractive to end users. ACC
also strives to provide prompt and efficient installation, customer training and
after sales service which ACC believes results in repeat business as well as new
referrals.

ITEM 2. DESCRIPTION OF PROPERTY

     ACC's  headquarters are located at 225 Long Avenue,  Hillside,  New Jersey,
07205.  These premises  consist of 8,491 square feet of office space, and 13,730
square  feet of secured  warehouse  facilities.  The term of this lease is for a
period of five years  expiring on May 31, 2002. The base rental for the premises
during the term of the lease is  approximately  $123,000 per annum. In addition,
ACC is also  obligated  to pay its share of the  Landlord's  operating  expenses
(i.e.,  those costs or expenses  incurred by the Landlord in connection with the
ownership,  operation,  management,  maintenance,  repair and replacement of the
premises,  including,  among other things,  the cost of common area electricity,
operational  services  and real  estate  taxes).  ACC has an option to renew the
lease for an additional term of five years,  provided that ACC is not in default
under the terms of the lease at the time of renewal. The Hillside premises serve
as ACC's  headquarters and are utilized for executive,  administrative and sales
functions,  the demonstration of ACC's voice and  videoconferencing  systems and
the  warehousing of ACC's  inventory.  At the present time,  there is additional
adjoining  space in both the office and warehouse  areas should the Company seek
to expand this facility.

     ACC  also  leases   sales   and/or   demonstration   offices  in  Trumbull,
Connecticut;  Washington,  D.C.; Chicago, Illinois; Los Angeles, California; and
Manassas, Virginia. ACC believes that the facilities it presently leases will be
adequate for the foreseeable future and that additional space, if required,  can
be located and leased on reasonable terms.

ITEM 3. LEGAL PROCEEDINGS

     On July 16, 1998,  MaxBase,  Inc. filed a Complaint  against ACC and one of
its  subsidiaries  AllComm  Products Corp.  ("APC") in the Superior Court of New
Jersey, Law Division,  in Bergen County. The Complaint alleges that ACC breached
its  agreement  with MaxBase  Inc.,  for Maxshare 2 units by failing to meet the
required minimum purchase obligations thereunder.  The Complaint further alleges
misrepresentation and unfair trade practices. The Complaint also seeks to enjoin
ACC from  enforcing  any  rights  ACC has under the  agreement.  Maxbase  claims
damages of $508,200 in lost profits for units not


                                       6
<PAGE>


purchased and $945,300 in lost profits for units sold to ACC below market price,
as well as unspecified punitive and treble damages. In March 1999, the plaintiff
added claims for  defamation and tortious  interference.  A trial is expected to
occur in May 2000.  ACC  believes  the claims by MaxBase are  without  merit and
intends to fully defend the suit and assert its rights under the agreement.  ACC
has  filed a  counterclaim  for  breach of  contract,  breach  of  warranty  and
rescission  based  on  misrepresentation.  ACC  does not  anticipate  that  this
proceeding  will have a  material  adverse  effect on the  financial  condition,
results of operation or cash flows of ACC.

     On May 20,  1999  the  Company  settled  a legal  matter  with  its  former
landlord.  Under  the  terms  of the  settlement,  the  Company  paid a total of
$120,000 through December 31, 1999 to fully settle this matter.

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

     No matters were submitted to a vote of the security  holders of the Company
during the fourth quarter of the year which ended December 31, 1999.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock has been listed and traded on the OTC Electronic
Bulletin Board since April 28, 1997 under the symbol "ACUC". The following table
sets  forth  the high and low bid  prices  of a share of  Common  Stock for each
quarter as set forth below.  Quotations may reflect inter-dealer prices, without
retail   mark-up,   mark-down  or  commission  and  may  not  represent   actual
transactions.

             1999                               High            Low
          ------------------------------------------------------------

           1st quarter                         1-7/16             3/8
           2nd quarter                         1-11/16         1-1/16
           3rd quarter                         1-1/8           1-1/16
           4th quarter                         1-1/16             1/2


             1999                               High            Low
          ------------------------------------------------------------

          1st quarter                           2-1/4            11/16
          2nd quarter                           5-7/8          1-13/16
          3rd quarter                               5            3-3/8
          4th quarter                          11-7/8          3-11/16


     The Company has not  declared  or paid any cash or stock  dividends  on the
Common Stock and is prohibited  from doing so under its working  capital  credit
facility.

     As of March 17,  2000,  there were 55  holders  of record of Common  Stock.
Institutions,  as holders of record, may hold Common Stock in nominees or street
name accounts on behalf of multiple beneficial owners.


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<PAGE>


ITEM 6.   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.

     The statements contained herein, other than historical information,  are or
may be deemed to be  forward-looking  statements and involve factors,  risks and
uncertainties  that may cause the Company's  actual results in future periods to
differ materially from such statements.  These factors,  risks and uncertainties
include,  but are not limited to, 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

YEAR ENDED DECEMBER 31, 1999 ("FISCAL 1999") COMPARED TO YEAR ENDED DECEMBER 31,
1998 ("FISCAL 1998")

     NET REVENUES. Net revenues increased in fiscal 1999 by $10,780,000, or 82%,
to $23,997,000,  a record level for a twelve-month period, as compared to fiscal
1998   revenues  of   $13,217,000.   Sales  were  higher  with  both  the  voice
communications  and  videoconferencing  customers  due to  increased  demand for
products.

     Voice communications - Sales of voice communications  products and services
increased in fiscal 1999 by  $4,454,000,  or 62%, to  $11,600,000 as compared to
fiscal 1998 revenues of $7,146,000.  The increase was due in part to significant
increases  in sales to  Universal  Health  Services,  Inc.  and sales  under the
Company's  Preferred  Vendor  Agreement with Cendant.  Sales to Universal Health
Services,  Inc.  increased  by 135% to  $3,336,000  in fiscal  1999  compared to
$1,422,000 in fiscal 1998. Sales under the Company's  Preferred Vendor Agreement
with  Cendant  increased  by 115% to  $3,513,000  in  fiscal  1999  compared  to
$1,631,000 in fiscal 1998.

     Videoconferencing - Sales of videoconferencing  systems increased in fiscal
1999 by $6,326,000,  or 104%, to $12,397,000 as compared to $6,071,000 in fiscal
1998. During 1999, the Company  experienced  significant  growth in sales to the
federal  government and to customers that resell directly to federal  government
agencies.  Sales to these customers  increased in fiscal 1999 by $2,414,000,  or
406%,  to  $3,008,000  as  compared  to  $594,000  in fiscal  1998.  The Company
continues  to increase  its  customer  base  through  the  addition of new sales
personnel and increased performance from existing sales personnel.  During 1999,
the Company opened new offices in California and Illinois.

     GROSS  MARGINS.  Gross margin dollars  increased by $3,701,000,  or 98%, to
$7,470,000 or 31% of net revenues in fiscal 1999, as compared to $3,769,000,  or
29% of net revenues in fiscal 1998. The percentage increase in gross margin is a
result of increased  unit orders  allowing the Company to obtain more  favorable
pricing from its equipment  vendors and from the sale of higher margin  services
such as  maintenance  contracts.  Cost of  revenues  consists  primarily  of net
product, direct labor, insurance, warranty, and allocated depreciation costs.

     SELLING.  Selling expenses increased by $1,330,000,  or 41%, to $4,544,000,
or 19% of net revenues in fiscal 1999,  as compared to  $3,214,000 or 24% of net
revenues in fiscal 1998. Sales salaries and commissions represent 64% of selling
expenses in 1999 and  increased by  $960,000,  or 49%, to  $2,914,000  in fiscal
1999,  compared to $1,954,000 in fiscal 1998.  The increase in sales salaries is
due to higher  commissions  related to record revenue growth and to the addition
of four new sales  personnel.  Other  items  included  in  selling  expense  are
telecommunications,  travel and  entertainment,  postage and  delivery,  outside
commissions, depreciation of demo equipment, and rent.

     GENERAL AND ADMINSTRATIVE. General and administrative expenses increased by
$455,000,  or 35%, to  $1,765,000,  or 7%, of net  revenues in fiscal  1999,  as
compared to  $1,310,000,  or 10%, of net  revenues  in fiscal  1998.  The dollar
increase in 1999 was attributable to higher compensation


                                       8
<PAGE>


costs,  professional fees and bad debt write-offs.  Compensation costs increased
by  $348,000,  or 64%,  to  $891,000  in fiscal  1999 as compared to $543,000 in
fiscal 1998. The increase in compensation  costs is due to increases in officers
compensation  and  costs  associated  with the  issuance  of stock  options  for
services to non employees.  Professional  fees increased by $84,000,  or 41%, to
$288,000 in fiscal 1999 as compared to $204,000 in fiscal 1998.  The increase in
professional  fees is due to costs related to defending the lawsuit with Maxbase
and with the  Company's  previous  landlord.  Bad debt  write-offs  increased by
$63,000,  or 37%,  to  $232,000 in fiscal 1999 as compared to $169,000 in fiscal
1998. The increase in bad debt write-offs is due to the overall  increase in the
Company's customer base and increased revenue growth. General and administrative
expenses  declined as a  percentage  of revenue as sales  growth  outpaced  cost
increases.

     OTHER (INCOME)  EXPENSES.  Fiscal 1999 includes a full year of amortization
of deferred financing costs,  $43,000,  related to the Company's working capital
credit  facility  compared  to 7 months in 1998 or  $20,000.  The  Company  also
reported interest income of $23,000 and $56,000 in 1999 and 1998,  respectively.
Interest  expense,  which  amounted  to  $181,000  and $57,000 in 1999 and 1998,
respectively,  increased as the Company increased the use of its credit facility
to fund working capital requirements.

     INCOME TAXES.  The Company's income tax benefit of $105,000 for fiscal 1999
reflects reductions in the valuation allowance  established against deferred tax
assets (principally net operating losses) offset by increases in current federal
and state tax  provisions  arising from improved  operating  results.  In fiscal
1998,  the  Company  had  not  recognized  any  income  tax  benefits,   due  to
uncertainties about its ability to generate a sufficient level of taxable income
in the future. In fiscal 1999 based on an assessment of all available  evidence,
including 1999  operating  results,  management  believes that it is more likely
than not that  deferred tax assets as of December 31, 1999 will be realized.  In
the event that the merger with View Tech is consummated,  management expects its
Federal income tax provision in future periods to exceed the statutory rate, due
to the effects of nondeductible amortization charges.

     NET INCOME  (LOSS).  The  Company  reported  net  income in fiscal  1999 of
$1,065,000,  or  $.22  and  $.17  per  share  on  a  basic  and  diluted  basis,
respectively, as compared to a net loss of $777,000 or $.16 per share on a basic
and diluted basis in fiscal 1998.

Liquidity and Capital Resources

     At December 31, 1999 the Company had working capital of $4,526,000 compared
to  $5,702,000 at December 31, 1998 (a decrease of  approximately  21%) and cash
and cash equivalents of $60,000 compared to $326,000 at December 31, 1998.

     Net cash  provided by  operating  activities  in fiscal  1999 was  $314,000
versus cash used by operating  activities  of  $3,849,000  in fiscal  1998.  The
improvement  in  operating  cash  flow in fiscal  1999 was due to net  income of
$1,065,000  in 1999  compared to a net loss of $777,000 in 1998,  increased  non
cash charges of $261,000,  and  decreases in cash used to support  inventory and
receivable  levels of $466,000 and  $2,380,000,  respectively.  These  favorable
increases  were offset,  in part,  by  decreases  in cash  provided by operating
liabilities of $261,000 and non cash deferred income tax benefits of $230,000.

     Investing  activities  for fiscal 1999  included  purchases of $276,000 for
computer equipment and software,  demonstration and  loaner/warranty  equipment,
and  vehicles,  compared to $330,000 in fiscal 1998.  The Company  increased its
transportation fleet in 1999 and continues to increase its pool of demonstration
equipment  used  to  sell  both   videoconferencing   and  voice  communications
equipment,  and  loaner  equipment  used to  satisfy  warranty  and  maintenance
requirements.

     Cash used in financing activities in fiscal 1999 of $309,000 was the result
of the Company's pay down of its  $5,000,000  revolving  credit line compared to
net borrowings of $2,403,000 in fiscal 1998.

     At December 31, 1999, the Company has a $5,000,000  credit facility with an
asset based  lender.  Loan  availability  is based on 75% of  eligible  accounts
receivable,  as defined and 50% of eligible finished goods inventory, with a cap
of $1,200,000 on inventory  financing.  Outstanding  borrowings bear interest at
the lender's base rate plus 1% per annum. The principal  balance  outstanding as
of December  31, 1999  (approximately  $2.4  million) has been  classified  as a
current  liability due to the maturity of the two-year  credit  agreement in May
2000.  The Company has informed  the lender of its intent to request  renewal of
the facility for another two year period.

     At  December  31,  1999,   the  Company  had  state  net   operating   loss
carryforwards  of $465,000  available to offset future  taxable  income  through
2018.


                                       9
<PAGE>


     The Company's pending merger partner,  View Tech, has incurred  significant
working  capital  deficiencies  primarily  as a result  of  recurring  operating
losses.  Due to these  financial  difficulties  it is likely that View Tech will
require  additional  financing  to assist in the payment of its current and past
due  obligations.  The Company is  conducting  a review of View  Tech's  current
financial  condition in an effort to quantify  View Tech's need for  assistance.
The Company believes,  however, that it has sufficient resources to support View
Tech's  operations once the merger is completed,  and that it will be continuing
that support at least until View Tech's operations have been integrated with the
Company's and projected economies and other cost-saving measures have been fully
realized.  The Company  estimates the fees and costs associated with its pending
merger with View Tech,  Inc, to be  $1,650,000.  The Company does not  presently
have any material commitments for capital expenditures.

     On  February  10,  2000,  the  Company  announced  the  redemption  of  its
outstanding Class A Warrants. Through March 24, 2000, the Company received gross
proceeds of approximately $8,100,000.

Inflation

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

Effect of Recently Issued Accounting Pronouncements

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting Standard ("SFAS") No. 133,  "Accounting for Derivative and
Hedging  Activities,"  which  must be  adopted  for  fiscal  quarters  of  years
beginning  after June 15, 2000.  SFAS No. 133 requires  the  recognition  of all
derivatives as either assets or  liabilities in the Company's  balance sheet and
measurement  of those  instruments  at fair value.  To date, the Company has not
entered into any derivative or hedging activities,  and as such, does not expect
that the adoption of SFAS No. 133 will have a material  effect on the  Company's
financial statements.

Year 2000

     The statements under this caption include "Year 2000 readiness  disclosure"
within the meaning of the Year 2000  Information  and Readiness  Disclosure Act.
Many existing  computer  software  programs and operating  systems were designed
such that the year 1999 was the maximum  date that they would be able to process
accurately.  The failure of the Company's computer software programs,  operating
systems and product to process the change in calendar year from 1999 to 2000 had
the potential to result in system  malfunctions  or failures.  In the conduct of
operations,  the Company  relies on equipment and commercial  computer  software
primarily provided by independent  vendors.  In anticipation of potential system
malfunctions   or  failures  the  Company   undertook  an   assessment   of  its
vulnerability  to the  so-called  "Year 2000 issue" with  respect to  equipment,
computer systems and product and with respect to vendors, and other parties with
whom it conducts a substantial amount of business.

     To address the Year 2000 issue, 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 and 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,
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.

     For the  year  ended  December  31,  1999,  the  Company  spent a total  of
approximately  $15,000 in connection  with  addressing the Year 2000 problem and
does not anticipate any significant  future costs.  These costs were largely due
to upgrading software systems and equipment.  The Company's policy is to expense
maintenance  and  modification  costs  and  capitalize   hardware  and  software
purchases and upgrades.  The Company  funded the foregoing  from  operating cash
flow.


                                       10
<PAGE>


     Since the change in the  calendar  from 1999 to 2000,  the  Company has not
experienced any system  malfunctions or failures.  In addition,  the Company has
not  experienced  any loss in revenues  due to the Year 2000  problem.  Based on
information  to date,  the  Company is not aware of Third  Parties  with whom it
conducts a significant  amount of business that have experienced a material Year
2000 readiness  issue affecting their ability to operate their business or raise
adequate revenue to meet their contractual  obligations to us. Although prepared
to commit the necessary resources to enforce its contractual rights in the event
any third parties with whom it conducts business encounter Year 2000 issues, the
Company does not expect to incur any  additional  amounts to continue to monitor
and prevent Year 2000  malfunctions  and failures  because it does not expect to
encounter any material Year 2000 issues. Consequently, the Company does not feel
that a contingency plan is necessary.

ITEM 7.  FINANCIAL STATEMENTS

The following  financial  statements are filed in this item 7, beginning on page
12 of this Annual Report on Form 10-KSB:

     Report of Independent Certified Public Accountants

     Consolidated Balance Sheets at December 31, 1999 and 1998

     Consolidated Statements of Operations for the years ended December 31, 1999
     and 1998.

     Consolidated  Statements  of  Stockholders'  Equity  for  the  years  ended
     December 31, 1999 and 1998.

     Consolidated Statements of Cash Flows for the years ended December 31, 1999
     and 1998.

     Notes to Consolidated Financial Statements


                                       11
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and the
Stockholders of All Communications Corporation

We  have  audited  the   accompanying   consolidated   balance   sheets  of  All
Communications Corporation and Subsidiaries as of December 31, 1999 and 1998 and
the related  consolidated  statements of operations,  stockholders'  equity, and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of All Communications
Corporation  and  Subsidiaries at December 31, 1999 and 1998, and the results of
their  operations  and their cash  flows for the years then ended in  conformity
with generally accepted accounting principles.


BDO Seidman, LLP

Woodbridge, New Jersey
February 29, 2000,
except for Note 15 which
is as of March 24, 2000


                                       12
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              December 31,
                                                                        ----------------------------
                                                                            1999            1998
                                                                        ------------    ------------
<S>                                                                     <C>             <C>
ASSETS
Current assets
       Cash and cash equivalents                                        $     60,019    $    325,915
       Accounts receivable (net of allowance for doubtful accounts of
          $285,000 and $117,700, respectively)                             6,128,221       4,317,853
       Inventory                                                           3,602,238       3,540,281
       Deferred income taxes                                                 230,083            --
       Other current assets                                                  161,947          45,577
                                                                        ------------    ------------

       Total current assets                                               10,182,508       8,229,626
                                                                        ------------    ------------

Furniture, equipment and leasehold improvements-net                          621,443         611,518

Deferred financing costs                                                      17,633          43,271
Other assets                                                                  45,720          38,214
                                                                        ------------    ------------

       Total assets                                                     $ 10,867,304    $  8,922,629
                                                                        ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
       Bank loan payable                                                $  2,138,602    $       --
       Accounts payable                                                    2,022,687       1,412,616
       Accrued expenses                                                      891,033         844,082
       Income taxes payable                                                  124,372           2,860
       Deferred revenue                                                      403,524         156,133
       Customer deposits                                                      44,919          94,721
       Current portion of capital lease obligations                           30,905          17,365
                                                                        ------------    ------------

       Total current liabilities                                           5,656,042       2,527,777
                                                                        ------------    ------------

Noncurrent liabilities
       Bank loan payable                                                        --         2,403,216
       Capital lease obligations, less current portion                        17,444          23,221
                                                                        ------------    ------------

       Total noncurrent liabilities                                           17,444       2,426,437
                                                                        ------------    ------------

       Total liabilities                                                   5,673,486       4,954,214
                                                                        ------------    ------------

COMMITMENTS  AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock, no 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                                                   488,759         327,943
Accumulated deficit                                                         (524,681)     (1,589,268)
                                                                        ------------    ------------

       Total stockholders' equity                                          5,193,818       3,968,415
                                                                        ------------    ------------

       Total liabilities and stockholders' equity                       $ 10,867,304    $  8,922,629
                                                                        ============    ============
</TABLE>


           See accompanying notes to consolidated financial statements
                                       13
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                     Year ended
                                                                     December 31,
                                                            ----------------------------
                                                                1999            1998
                                                            ------------    ------------
<S>                                                         <C>             <C>
Net revenues                                                $ 23,997,212    $ 13,217,083
Cost of revenues                                              16,527,505       9,447,592
                                                            ------------    ------------

Gross margin                                                   7,469,707       3,769,491

Operating expenses:
     Selling                                                   4,543,873       3,213,965
     General and administrative                                1,765,411       1,309,577
                                                            ------------    ------------

Total operating expenses                                       6,309,284       4,523,542
                                                            ------------    ------------
Income (loss) from operations                                  1,160,423        (754,051)
                                                            ------------    ------------

Other (income) expenses
     Amortization of deferred financing costs                     43,137          19,669
     Interest income                                             (23,189)        (56,446)
     Interest expense                                            181,127          57,167
                                                            ------------    ------------

Total other expenses, net                                        201,075          20,390
                                                            ------------    ------------

Income (loss) before income taxes                                959,348        (774,441)

Income tax benefit (provision)                                   105,239          (2,900)
                                                            ------------    ------------

Net income (loss)                                           $  1,064,587    $   (777,341)
                                                            ============    ============

Net income (loss) per share:
                Basic                                       $        .22    $       (.16)
                                                            ============    ============
                Diluted                                     $        .17    $       (.16)
                                                            ============    ============

Weighted average number of common shares and equivalents:
                Basic                                          4,910,000       4,910,000
                                                            ============    ============
                Diluted                                        6,169,074       4,910,000
                                                            ============    ============
</TABLE>


           See accompanying notes to consolidated financial statements
                                       14
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1998 AND 1999

<TABLE>
<CAPTION>
                                                                                       Additional
                                                              Common Stock                Paid-in      Accumulated
                                                         ------------------------
                                                          Shares        Amount            Capital        Deficit           Total
                                                         ---------     -----------     -----------     -----------      -----------

<S>                <C>                                   <C>           <C>             <C>             <C>              <C>
Balance at January 1, 1998                               4,910,000     $ 5,229,740     $   316,611     $  (811,927)     $ 4,734,424

Issuance of stock options for services                        --              --            11,332            --             11,332

Net loss for the year                                         --              --              --          (777,341)        (777,341)
                                                         ---------     -----------     -----------     -----------      -----------
Balance at December 31, 1998                             4,910,000       5,229,740         327,943      (1,589,268)       3,968,415


Issuance of  stock options for services                       --              --           160,816            --            160,816

Net income for the year                                       --              --              --         1,064,587        1,064,587
                                                         ---------     -----------     -----------     -----------      -----------
Balance at December 31, 1999                             4,910,000     $ 5,229,740     $   488,759     $  (524,681)     $ 5,193,818
                                                         =========     ===========     ===========     ===========      ===========
</TABLE>


           See accompanying notes to consolidated financial statements
                                       15
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                               Year ended
                                                                                                               December 31,
                                                                                                   --------------------------------
                                                                                                        1999                1998
                                                                                                   ------------        ------------
<S>                                                                                                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net income (loss)                                                                            $  1,064,587        $   (777,341)
      Adjustments to reconcile net income (loss)
      to net cash provided by (used in)operating activities:
         Depreciation and amortization                                                                  330,902             224,474
         Deferred income taxes                                                                         (230,083)               --
         Loss on disposal of equipment                                                                    8,078               3,209
         Non cash compensation                                                                          160,816              11,332
         Changes in operating assets and liabilities:
             Accounts receivable                                                                     (1,810,368)         (2,276,503)
             Inventory                                                                                  (61,957)         (2,442,398)
             Advances to Maxbase, Inc.                                                                     --               127,080
             Other current assets                                                                      (116,370)             50,641
             Other assets                                                                                (7,506)             (6,855)
             Accounts payable                                                                           610,071             502,831
             Accrued expenses                                                                            46,951             520,190
             Income taxes payable                                                                       121,512                 407
             Deferred revenue                                                                           247,391             156,133
             Customer deposits                                                                          (49,802)             57,669
                                                                                                   ------------        ------------

        Net cash provided by (used in) operating activities                                             314,222          (3,849,131)
                                                                                                   ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchases of furniture, equipment and leasehold improvements                                     (275,799)           (330,031)
      Proceeds from sale of furniture, equipment and leasehold improvements                               5,000                --
                                                                                                   ------------        ------------

        Net cash used in investing activities                                                          (270,799)           (330,031)
                                                                                                   ------------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Deferred financing costs                                                                          (17,500)            (62,939)
      Proceeds from bank loan                                                                        18,080,175           2,403,216
      Payments on bank loan                                                                         (18,344,789)               --
      Payments on capital lease obligations                                                             (27,205)            (10,426)
                                                                                                   ------------        ------------

        Net cash (used in) provided by financing activities                                            (309,319)          2,329,851
                                                                                                   ------------        ------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                                  (265,896)         (1,849,311)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                        325,915           2,175,226
                                                                                                   ------------        ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                         $     60,019        $    325,915
                                                                                                   ============        ============

Supplemental  disclosures of cash flow information
      Cash paid (received) during the year for:
         Interest                                                                                  $    167,273        $     45,404
                                                                                                   ============        ============
         Income taxes                                                                              $       --          $    (52,183)
                                                                                                   ============        ============
      Non cash financing and investing activities:
         Equipment with costs totaling $37,747 and $58,844,  were acquired under
         capital lease arrangements during the years ended December 31, 1999 and
         1998, respectively.
</TABLE>


           See accompanying notes to consolidated financial statements
                                       16
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - DESCRIPTION OF BUSINESS

     All  Communications  Corporation (the "Company") is engaged in the business
     of  selling,   installing  and  servicing   voice,   dataconferencing   and
     videoconferencing  communications  systems to commercial and  institutional
     customers  located  principally  within the United  States.  The Company is
     headquartered in Hillside, New Jersey.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

     The  consolidated   financial   statements  include  the  accounts  of  All
     Communications  Corporation  and its  wholly  owned  subsidiaries,  AllComm
     Products   Corporation  ("APC")  and  VTC  Resources,   Inc.  ("VTC").  All
     intercompany   balances   and   transactions   have  been   eliminated   in
     consolidation.  During  1999 and 1998,  the Company  did not  segregate  or
     manage its operations by business segment.

Inventory

     Inventory,  consisting  of finished  goods,  is valued at the lower of cost
     (determined on a first in, first out basis), or market.

Use of estimates

     Preparation of the  consolidated  financial  statements in conformity  with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses during the reporting period.  Actual amounts could differ from the
     estimates made.  Management  periodically  evaluates  estimates used in the
     preparation  of the  financial  statements  for  continued  reasonableness.
     Appropriate   adjustments,   if  any,  to  the  estimates   used  are  made
     prospectively  based  upon  such  periodic  evaluation.  It  is  reasonably
     possible  that  changes  may  occur  in the near  term  that  would  affect
     management's  estimates with respect to the allowance for doubtful accounts
     receivable, inventory reserve, and warranty reserves.

Revenue recognition

     Product  revenues  are  recognized  at the time a product is shipped or, if
     services such as installation and training are required to be performed, at
     the time such services are  provided,  with  reserves  established  for the
     estimated   future   costs  of   parts-and-service   warranties.   Customer
     prepayments  are deferred until product systems are shipped and the Company
     has no  significant  further  obligations  to the  customer.  Revenues from
     services not covered by product  warranties  are recognized at the time the
     services are rendered.

Earnings (loss) per share

     Basic earnings (loss) per share is calculated by dividing net income (loss)
     by the  weighted-average  number of common  shares  outstanding  during the
     period (4,910,000 shares in both 1999 and 1998).

     Diluted  earnings  (loss) per share is  calculated  by dividing  net income
     (loss) 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 diluted computation were 1,259,074 for 1999. Diluted
     loss per share for 1998 is the same as basic  loss per share,  since the
     effects of the calculation were anti-dilutive.


                                       17
<PAGE>
                         ALL COMMUNICATIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Cash and cash equivalents

     The Company considers all highly liquid debt instruments with a maturity of
     three months or less when purchased to be cash equivalents.

Concentration of risks

     Financial  instruments that potentially  subject the Company to significant
     concentrations  of  credit  risk  consist  principally  of  cash  and  cash
     equivalents and  uncollateralized  trade accounts  receivable.  The Company
     places  its cash and cash  equivalents  primarily  in  commercial  checking
     accounts and money market funds.  Commercial bank balances may from time to
     time exceed federal insurance limits; money market funds are uninsured.

     The Company performs ongoing credit evaluations of its customers.  Revenues
     generated from an agreement with Cendant Corporation  ("Cendant") accounted
     for 15% and 12% of net revenues  for the years ended  December 31, 1999 and
     1998, respectively. At December 31, 1999 and 1998, receivables from Cendant
     represented   approximately   15%  and  6%  of  net  accounts   receivable,
     respectively.

     In 1998,  the Company  established  customer  relationships  with Universal
     Health  Services,  Inc.  for Lucent  and Sony  products.  Universal  Health
     Services  accounted  for 14 % and 11% of net  revenues  for the years ended
     December  31, 1999 and 1998,  respectively.  At December 31, 1999 and 1998,
     receivables from this customer represented  approximately 10% and 6% of net
     accounts receivable, respectively.

     During the years ended  December 31, 1999 and 1998 the Company's  allowance
     for doubtful accounts was increased by $254,300 and $169,250,  respectively
     (for bad debt  provisions)  and was  decreased  by  $87,000  and  $112,000,
     respectively, for written off balances.

     Most of the products sold by the Company are purchased under  non-exclusive
     dealer   agreements  with  various   manufacturers,   including   Panasonic
     Communications  & Systems Company  ("Panasonic")  and Lucent  Technologies,
     Inc.   ("Lucent")  for  digital  business  telephone  systems  and  related
     products,  and with Polycom,  Inc.  ("Polycom")  for  dataconferencing  and
     videoconferencing  equipment. The agreements typically specify, among other
     things,  sales  territories,  payment terms,  purchase  quotas and reseller
     prices. All of the agreements provide for early termination on short notice
     with or without  cause.  The  termination  of any of the  Company's  dealer
     agreements,  or their  renewal on less  favorable  terms than  currently in
     effect, could have a material adverse impact on the Company's business.

Depreciation and amortization

     Furniture,  equipment  and  leasehold  improvements  are  stated  at  cost.
     Furniture and equipment are depreciated  over the estimated useful lives of
     the  related  assets,  which  range  from  three to five  years.  Leasehold
     improvements  are amortized  over the shorter of either the asset's  useful
     life or the related  operating lease term.  Depreciation is computed on the
     straight-line  method for financial  reporting purposes and on the modified
     accelerated cost recovery system for income tax purposes.


                                       18
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Income taxes

     The Company uses the  liability  method to determine its income tax expense
     or benefit.  Deferred  tax assets and  liabilities  are  computed  based on
     temporary  differences  between the  financial  reporting  and tax basis of
     assets and liabilities  (principally  certain accrued  expenses,  reserves,
     compensation  expenses,  and  allowances  for doubtful  accounts),  and are
     measured using the enacted tax rates that are expected to be in effect when
     the differences are expected to reverse.

     Prior to 1999,  deferred tax assets were  reduced by a valuation  allowance
     since,  based on the  assessment of available  evidence,  it was considered
     more  likely  than not that all of the  deferred  tax  assets  would not be
     realized.

Long-lived assets

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
     121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to be Disposed  of",  the  Company  evaluates  impairment  losses on
     long-lived assets used in operations,  primarily fixed assets,  when events
     and circumstances  indicate that the carrying value of the assets might not
     be recoverable. For purposes of evaluating the recoverability of long-lived
     assets,  the  undiscounted  cash flows  estimated  to be generated by those
     assets would be compared to the  carrying  amounts of those  assets.  There
     were no impairment losses recorded in 1999 and 1998.

Stock options and warrants

     Under SFAS No. 123, "Accounting for Stock-Based Compensation",  the Company
     must either  recognize in its  financial  statements  costs  related to its
     employee  stock-based  compensation  plans,  such as stock option and stock
     purchase plans,  using the fair value method, or make pro forma disclosures
     of such costs in a footnote to the  financial  statements.  The Company has
     elected to continue to use the intrinsic  value-based method of APB Opinion
     No.  25, as  allowed  under  SFAS No.  123,  to  account  for its  employee
     stock-based  compensation  plans,  and to include  the  required  pro forma
     disclosures based on fair value accounting.

     The fair  value of  warrants  issued in return  for  services  rendered  by
     non-employees  are charged to operations  over the terms of the  underlying
     service agreements.

Comprehensive Income

     In 1997, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
     130,   "Reporting   Comprehensive   Income".   This  standard   establishes
     requirements for the reporting and display of comprehensive  income and its
     components  in  a  full  set  of  general  purpose  financial   statements.
     Comprehensive  income is the  total of net  income  and all other  nonowner
     changes in equity.  The objective of this  statement is to report a measure
     of all changes in equity of a company  that result  from  transactions  and
     other economic  events in the period other than  transactions  with owners.
     The Company  adopted SFAS No. 130 during the first  quarter of fiscal 1998,
     and has no comprehensive income components to report in 1999 and 1998.

NOTE 3 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 1998, the FASB issued SFAS No. 133,  "Accounting for Derivative and
     Hedging  Activities,"  which must be adopted for fiscal  quarters of fiscal
     years  beginning after June 15, 2000. SFAS No. 133 requires the recognition
     of all derivatives as either assets or liabilities in the Company's balance
     sheet and  measurement  of those  instruments  at fair value.  To date, the
     Company has not entered into any derivative or hedging activities,  and, as
     such does not expect that the  adoption of SFAS No.133 will have a material
     effect on the Company's financial statements.


                                       19
<PAGE>

                         ALL COMMUNICATIONS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 - FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

     Furniture, equipment and leasehold improvements consist of the following:

                                                          December 31,
                                                 -------------------------------
                                                     1999               1998
                                                 -----------        -----------
         Leasehold improvements                  $    80,753        $    85,028
         Office furniture                            120,402            119,683
         Computer equipment and software             273,651            186,244
         Demonstration equipment                     447,292            301,487
         Loaner/Warranty equipment                    65,493             39,656
         Vehicles                                    237,581            199,834
                                                 -----------        -----------
                                                   1,225,172            931,932
         Less:  Accumulated depreciation            (603,729)          (320,414)
                                                 -----------        -----------

                                                 $   621,443        $   611,518
                                                 ===========        ===========

     Depreciation expense was $287,765 and $204,805 for the years ended December
     31, 1999 and 1998,  respectively,  which includes  depreciation  expense of
     $19,318  and  $7,846,  respectively,  on fixed  assets  subject  to capital
     leases.

NOTE 5 - ACCRUED EXPENSES

     Accrued expenses consist of the following:
                                                           December 31,
                                                 -------------------------------
                                                   1999                   1998
                                                 --------               --------
         Sales tax payable                       $145,739               $ 92,098
         Accrued warranty costs                    75,000                 75,000
         Accrued installation costs                31,500                300,764
         Accrued compensation                     467,578                205,986
         Other                                    171,216                170,194
                                                 --------               --------
                                                 $891,033               $844,042
                                                 ========               ========


NOTE 6 - BANK LOAN PAYABLE AND LONG-TERM DEBT

Bank loan payable

     In May 1998,  the Company  closed on a $5,000,000  working  capital  credit
     facility with an asset-based  lender.  Loan availability is based on 75% of
     eligible  accounts  receivable,  as defined,  and 50% of eligible  finished
     goods  inventory,   with  a  cap  of  $1,200,000  on  inventory  financing.
     Outstanding  borrowings bear interest at the lender's base rate plus 1% per
     annum (9.5% and 8.75% at December 31, 1999 and 1998, respectively), payable
     monthly,   and  are  collateralized  by  a  lien  on  accounts  receivable,
     inventories, and intangible assets. The credit facility has an initial term
     of two years,  with  annual  renewals  thereafter  subject to the  lender's
     review.  The credit  facility  contains  certain  financial and operational
     covenants. At December 31, 1999 the Company was in compliance with all such
     covenants.  At December 31, 1999, the loan has been classified as a current
     liability due to the maturity of the credit agreement in May 2000.


                                       20
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - STOCK OPTIONS

Non-qualified options

     The Company  issued a total of 495,438 and 179,000  options during 1999 and
     1998 respectively,  to various  employees,  directors,  and advisors,  with
     exercise  prices  ranging from $.50 to $7.94 per share and vesting  periods
     ranging from  immediately to over the course of 24 months.  At December 31,
     1999,  the  total  outstanding   non-qualified  options  was  approximately
     1,607,000.

Stock Option Plan

     In December 1996, the Board of Directors adopted the Company's Stock Option
     Plan (the  "Plan") and  reserved up to 500,000  shares of Common  Stock for
     issuance thereunder.  In June 1998, the Company's  shareholders approved an
     amendment to the Plan  increasing the amount of shares  available under the
     plan to  1,500,000.  The Plan  provides  for the  granting  of  options  to
     officers,  directors,  employees and advisors of the Company.  The exercise
     price of incentive stock options  ("ISOs") issued to employees who are less
     than 10%  stockholders  shall not be less than the fair market value of the
     underlying  shares  on the date of grant or not less  than 110% of the fair
     market  value  of  the  shares  in the  case  of an  employee  who is a 10%
     stockholder.  The exercise  price of restricted  stock options shall not be
     less than the par value of the shares to which the option relates.  Options
     are not  exercisable  for a  period  of one year  from  the date of  grant.
     Thereafter,  options  may  be  exercised  as  determined  by the  Board  of
     Directors at the date of grant,  with maximum  terms of ten and five years,
     respectively,  for  ISO's  issued  to  employees  who  are  less  than  10%
     stockholders and employees who are 10% stockholders. In addition, under the
     Plan, no individual  will be given the opportunity to exercise ISO's valued
     in excess of $100,000,  in any calendar year,  unless and to the extent the
     options have first become  exercisable  in the preceding  year. The maximum
     number of  shares  with  respect  to which  options  may be  granted  to an
     individual  during  any  twelve-month  period  is  100,000.  The Plan  will
     terminate  in 2006.  Options  granted  under the Plan in 1999 and 1998 were
     844,562 and 217,500, respectively.

     A summary of Plan and other  options  outstanding  as of December 31, 1999,
     and changes during 1998 and 1999 are presented below:


                                                               Weighted Average
                                                        Fixed      Exercise
                                                       Options      Price
                                                      ----------   --------
      Options outstanding, January 1, 1998             1,250,000      $4.25
      Granted                                            396,500       1.30
                                                      ----------      -----
      Options outstanding December 31, 1998            1,646,500       3.54
      Granted                                          1,340,000       1.59
      Canceled                                           (82,500)      1.93
                                                      ----------      -----
      Options outstanding December 31, 1999            2,904,000      $2.69
                                                      ==========      =====

      Shares of common stock available for future
                grant under the plan                     202,938
                                                      ==========


                                       21
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Additional  information  as of  December  31,  1999  with  respect  to  all
outstanding options is as follows:

<TABLE>
<CAPTION>

                                           Options Outstanding                           Options Exercisable
                             ----------------------------------------------------     -------------------------
                                                      Weighted
                                                       Average         Weighted                       Weighted
                                                      Remaining        Average                        Average
                                 Number               Contractual      Exercise           Number      Exercise
           Range of Price     Outstanding          Life (in years)      Price          Exercisable     Price
         ---------------------------------         ------------------------------     -------------------------
         <S>                     <C>                      <C>        <C>                  <C>
         $          .50-.94      1,040,000                3.96       $        .91           582,500  $      .89
                 1.063-1.50        446,500                3.76               1.27           239,167        1.37
                  2.50-3.85        495,500                4.10               3.49           400,500        3.48
                  4.00-5.00        914,000                2.67               4.92           824,000        4.95
                  6.38-7.94          8,000                4.96               7.16             8,000        7.16
                             -------------                                             ------------
                   .50-7.94      2,904,000                3.55               2.69         2,054,167        3.10
                             ==============                                            ============
</TABLE>


     The Company has elected to use the intrinsic value-based method of APB
     Opinion No. 25 to account for all of its employee stock-based compensation
     plans. Accordingly, no compensation cost has been recognized in the
     accompanying financial statements for stock options issued to employees
     because the exercise price of each option equals or exceeds the fair value
     of the underlying common stock as of the grant date for each stock option.
     The weighted-average grant date fair value of options granted during 1999
     and 1998 under the Black-Scholes option pricing model was $.56 and $.37 per
     option, respectively.

     The fair value of each option granted in 1999 and 1998 is estimated on the
     date of grant using the Black-Scholes option-pricing model with the
     following weighted average assumptions:

                                                      1999           1998
                                                      ----           ----
        Risk free interest rates                     4.71%           5.56%
        Expected option lives                      2.82 years     3.46 years
        Expected volatility                          46.50%         46.50%
        Expected dividend yields                      None           None

     The Company has adopted the pro forma disclosure provisions of SFAS No.
     123. Had compensation cost for all of the Company's stock-based
     compensation grants to employees been determined in a manner consistent
     with the fair value method prescribed by SFAS No. 123, the Company's net
     income (loss) and net income (loss) per share as reported would have been:


                                                  1999                 1998
                                              -------------       -------------
     Net income (loss):
     As reported                              $   1,064,587       $    (777,341)
     Adjusted pro forma                             895,574            (884,675)

     Net income (loss) per share:
     Basic, as reported                       $         .22       $        (.16)
     Adjusted pro forma                                 .18                (.18)

     Diluted, as reported                     $         .17       $        (.16)
     Adjusted pro forma                                 .15                (.18)

     Compensation expense recognized in the Company's Statements of Operations
     for options and warrants issued to non-employees totaled $160,816 and
     $11,332 in 1999 and 1998, respectively.


                                       22
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - STOCKHOLDERS' EQUITY

     Preferred stock

     On December 6, 1996 the Company's stockholders approved an amendment to the
     Company's Certificate of Incorporation to authorize the issuance of up to
     1,000,000 shares of Preferred Stock. The rights and privileges of the
     Preferred Stock have not yet been designated.

     Class A Warrants

     At December 31, 1999, the Company had 2,050,000 outstanding redeemable
     Class A Warrants, which were issued in conjunction with its 1997 initial
     public offering. The warrants are exercisable through April 27, 2002, at a
     price of $4.25 per share. The Company may redeem the warrants at a price of
     $.10 per warrant, commencing eighteen months from the effective date of the
     offering and continuing for a four-year period, provided the price of the
     Company's common stock is at least $10.63 for at least 20 consecutive
     trading days prior to issuing a notice of redemption. (See Note 15)

NOTE 9 - INCOME TAXES

     The income tax provision (benefit) consists of the following:

                                                         Years ended
                                                         December 31,
                                                  ------------------------
                                                     1999           1998
                                                  ---------      ---------

         Current:
                Federal                           $ 117,344      $    --
                State                                 7,500          2,900
                                                  ---------      ---------
         Total current                              124,844          2,900
                                                  ---------      ---------

         Deferred:
                Federal                             205,482       (252,791)
                State                                32,005        (73,582)
                Valuation allowance                (467,570)       326,373
                                                  ---------      ---------
         Total deferred                            (230,083)          --
                                                  ---------      ---------
         Provision (benefit)for income taxes      $(105,239)     $   2,900
                                                  =========      =========


     The Company's  effective  tax rate differs from the  statutory  federal tax
     rate as shown in the following table:

                                                             Years ended
                                                             December 31,
                                                       ----------------------
                                                          1999         1998
                                                       ---------    ---------

     U.S. federal income taxes at the statutory rate   $ 326,314    $(263,310)
     State taxes, net of federal effects                   4,950      (41,557)
     Non-deductible charges                               24,939         --
     Change in valuation allowance                      (467,570)     326,373
     Other                                                 6,128      (18,606)
                                                       ---------    ---------
                                                       $(105,239)   $   2,900
                                                       =========    =========


                                       23
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The tax  effects  of the  temporary  differences  that give rise to  significant
portions  of the  deferred  tax assets and  liabilities  as of 1999 and 1998 are
presented below:


                                                           December 31,
                                                      ---------------------
                                                        1999        1998
                                                      ---------   ---------
     Deferred tax assets:
            Reserves and allowances                   $ 144,000   $ 126,640
            Tax benefit of state net operating loss
               carryforwards                             41,840     349,211
            Stock option compensation                    75,476        --
            Other                                          --        12,073
                                                      ---------   ---------
            Total deferred tax assets                   261,316     487,924
                                                      ---------   ---------

     Deferred tax liabilities:
            Depreciation                                 15,665      20,354
            Other                                        15,568        --
                                                      ---------   ---------
            Total deferred tax liabilities               31,233      20,354
                                                      ---------   ---------
     Subtotal                                           230,083     467,570
     Valuation allowance                                   --      (467,570)
                                                      ---------   ---------
     Net deferred tax assets                          $ 230,083   $    --
                                                      =========   =========

     In 1999,  the Company  generated a  sufficient  level of taxable  income to
     recognize the benefit of federal tax loss  carryforwards and other deferred
     tax  assets  and,  accordingly,  the  valuation  allowance  established  at
     December  31,  1998  was  reduced.  Further,  based on its  review  of 1999
     operating results and other evidence,  management  believes that it is more
     likely than not that  deferred tax assets  recorded as of December 31, 1999
     will be realized.

     The Company and its  subsidiaries  file federal  returns on a  consolidated
     basis and separate state tax returns. At December 31, 1999, the Company had
     state net  operating  loss  carryforwards  of $465,000  available to offset
     future taxable income through 2018.

Note 10 - Commitments and Contingencies

Employment Agreements

     The Company's  board of directors has approved  employment  agreements  for
     three of its officers,  effective  January 1, 1997.  The agreement with the
     Company's  president,  as amended in March  1997,  has a six-year  term and
     provides for an annual salary of $133,000 in the first year,  increasing to
     $170,000 and $205,000 in the second and third years, respectively. In years
     four, five, and six the president's  base salary will be $205,000,  but can
     be  increased at the  discretion  of the board of  director's  compensation
     committee.  Under  the  agreement,  the  Company  will  secure  and pay the
     premiums on a $1,000,000  life insurance  policy payable to the president's
     designated  beneficiary or his estate.  The agreement  further provides for
     medical  benefits,  the  use  of  an  automobile,  and  grants  of  750,000
     non-qualified  stock options, as well as 25,974 incentive stock options and
     74,026  non-qualified  stock options  issuable  under the  Company's  Stock
     Option Plan.

     The other two agreements each have a three-year term and provide for annual
     salaries  of  $104,000 in the first year  increasing  by $10,000  each year
     thereafter.  The agreements further provide for an incentive bonus equal to
     1/2 of 1% of net sales payable twice yearly to both officers. Each employee
     is also entitled to a monthly automobile  allowance.  Effective January 11,
     1999, both of these  employment  agreements were amended.  In consideration
     for extending the term of the  agreements for an additional  year,  through
     December 31, 2000, the Company granted additional options to purchase up to
     300,000  shares each of Common Stock.  The options vest over a twenty three
     month period.


                                       24
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Each agreement may be terminated by the employee without cause upon written
     notice to the Company.


Operating Leases

     In April 1998, the Company  entered into a five-year  non-cancelable  lease
     for the use of office space in New York City. The lease provides for annual
     base rent of $47,500 plus a proportionate share of operating expenses.  The
     Company signed a one-year  lease for a Virginia sales office in 1998.  Base
     rent  under  this  lease is $800 per  month  and  continues  monthly  after
     expiration of the initial term.

     In October 1999, the Company entered into a twenty six-month non-cancelable
     lease for the use of office  space in  California.  The lease  provides for
     base rent of $47,000 for the first  thirteen  months and $48,000 for months
     fourteen  through  the  expiration  date  plus  a  proportionate  share  of
     operating  expenses.  Also in October 1999, the Company  entered into a six
     month  non-cancelable  lease for the use of office space in  Illinois.  The
     lease provides for monthly base rent of $1,700.

     During 1999, the Company closed its New York City office and assigned their
     rights  under a sublease to their  landlord.  The loss on  abandoning  this
     facility was not material to the Company's 1999 Statement of Operations.

     Future minimum rental  commitments under all  non-cancelable  leases are as
     follows:

                         Year ending
                         December 31,
                     ---------------------
                             2000                             $271,280
                             2001                              260,039
                             2002                              125,030
                             2003                                4,238
                                                              --------
                                                              $660,587
                                                              ========

     Total rent  expense  for the years  ended  December  31,  1999 and 1998 was
     $311,909 and $284,630, respectively.

Capital Lease Obligations

     The Company leases certain vehicles under  non-cancelable lease agreements.
     These leases are accounted for as capital  leases.  The equipment under the
     capital  leases as of December 31, 1999 had a cost of $96,591,  accumulated
     depreciation of $27,164,  with a net book value of $69,427.  Future minimum
     lease payments under capital lease  obligations at December 31, 1999 are as
     follows:


          2000                                               $ 35,925
          2001                                                 18,580
                                                             --------
          Total minimum payments                               54,505
          Less amount representing interest                    (6,156)
                                                             --------
          Total principal                                      48,349
          Less portion due within one year                    (30,905)
                                                             --------
          Long-term portion                                  $ 17,444
                                                             ========


                                       25
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Legal Matters

     In September  1997,  the Company  entered  into an  exclusive  distribution
     agreement with Maxbase,  Inc., the manufacturer of "MaxShare 2", a patented
     bandwidth-on-demand  line sharing device. During 1998 the Company purchased
     $520,350  of  Maxshare 2 units.  The  Company  has  identified  performance
     problems with the MaxShare 2 product in certain applications,  and believes
     that MaxBase,  Inc. has a  contractual  obligation to correct any technical
     defects in the product.  Pending  resolution of the matter, the Company has
     ceased ordering product under its purchase commitment, and has also limited
     shipments to distribution partners.

     On July 16, 1998,  MaxBase,  Inc. filed a Complaint against the Company and
     APC in the  Superior  Court of New  Jersey,  Law  Division.  The  complaint
     alleges that the Company  breached its  agreement  with MaxBase  Inc.,  for
     Maxshare  2  units  by  failing  to  meet  the  required  minimum  purchase
     obligations thereunder. The complaint further alleges misrepresentation and
     unfair trade practices. The complaint also seeks to enjoin the Company from
     enforcing any rights the Company has under the  agreement.  Maxbase  claims
     damages of $508,200 in lost profits for units not purchased and $945,300 in
     lost profits for units sold to the Company below market  price,  as well as
     unspecified  punitive  and treble  damages.  In March 1999,  Maxbase  added
     claims for  defamation  and tortious  interference.  A trial is expected to
     commence  in May 2000.  The  Company  believes  the claims by  MaxBase  are
     without  merit and  intends to fully  defend the suit and assert its rights
     under the  agreement.  The Company has filed a  counterclaim  for breach of
     contract, breach of warranty and rescission based on misrepresentation. The
     Company  does not  anticipate  that the  ultimate  resolution  will  have a
     material adverse effect on its financial condition, results of operation or
     cash flows.

     On May 20,  1999  the  Company  settled  a legal  matter  with  its  former
     landlord.  Under the terms of the  settlement,  the Company paid a total of
     $120,000 through December 31, 1999 to fully settle this matter.

NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     Financial  instruments  reported in the Company's  balance sheet consist of
     cash, accounts  receivable,  accounts payable,  and bank loan payable,  the
     carrying  values of which all  approximate  fair value at December 31, 1999
     and 1998. The fair value of the financial instruments disclosed therein are
     not  necessarily  representative  of the amount  that could be  realized or
     settled,  nor does the fair value amount  consider the tax  consequences of
     realization or settlement.

NOTE 12 - PENSION PLAN

     On March 1, 1998 the Company adopted a 401(k)  Retirement Plan (the "401(k)
     Plan") under Section  401(k) of the Internal  Revenue Code. The 401(k) Plan
     covers  substantially  all  employees  who  meet  minimum  age and  service
     requirements.  The  401(k)  Plan  is  non-contributory  on the  part of the
     Company.

NOTE 13 - MERGER WITH VIEW TECH, INC.

     On December 27, 1999,  the Company  entered into an agreement to merge with
     View  Tech,   Inc,   (`View   Tech")  a  publicly   held   California-based
     videoconferencing  solutions  provider,  in  a  transaction  that  will  be
     accounted for as a "reverse  acquisition"  using the purchase  method.  The
     reverse  acquisition  method will result in the Company being recognized as
     the acquirer of View Tech for accounting and financial  reporting purposes.
     Under the agreement,  each All Communications share will be exchanged for a
     specified  number of shares of View Tech.  The merger is subject to certain
     conditions,  including approval by shareholders and the receipt of opinions
     that the merger will be tax-free to All  Communications  shareholders.  The
     transaction is expected to close in the second quarter of 2000.


                                       26
<PAGE>


                         ALL COMMUNICATIONS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The  following  summarized,  unaudited pro forma  information  for the year
     ended  December  31, 1999  assumes  that the merger of the Company and View
     Tech occurred on January 1, 1999:

                                             Year Ended
                                             December 31,
                                                1999
                                            -------------
             Net revenues                   $  59,476,819
             Operating loss                    (8,894,803)
             Net loss                          (9,550,867)
             Loss per share:
                                  Basic        (.40)
                                Diluted        (.40)


     The pro forma operating results reflect estimated pro forma adjustments for
     the  amortization of intangibles  ($2,275,000)  arising from the merger and
     other  adjustments.  Pro forma  results of  operations  information  is not
     necessarily  indicative  of the  results  of  operations  that  would  have
     occurred had the acquisition  been consummated at the beginning of 1999, or
     of future results of the combined entity.

     During the year  ended  December  31,  1999,  the  Company  recognized  net
     revenues of $431,000 from transactions with View Tech.

NOTE 14 - RELATED PARTY

     The  landlord  for the  Company's  Hillside,  New Jersey  office is Vitamin
     Realty  Associates,  L.L.C.  of which Eric  Friedman,  one of the Company's
     directors, is a member. The lease term is for five years and expires on May
     31, 2002. The base rental for the premises  during the term of the lease is
     approximately  $123,000  per year.  In  addition,  the Company must pay its
     share of the landlord's  operating  expenses (i.e., those costs or expenses
     incurred  by the  landlord in  connection  with the  ownership,  operation,
     management, maintenance, repair and replacement of the premises, including,
     among  other  things,  the cost of  common  area  electricity,  operational
     services and real estate taxes).  For the years ended December 31, 1999 and
     1998,  rent expense  associated  with this lease was $135,000 and $119,000,
     respectively.

     The Company receives  financial and tax services from an accounting firm in
     which one of the Company's directors, is a partner. Since this Board member
     has become a director on September 15, 1999,  the Company has incurred fees
     of $13,325 on services received from this firm.

NOTE 15 - SUBSEQUENT EVENT

     On February 10, 2000,  the Company  announced  its  intention to redeem all
     outstanding Class A Warrants.  Through March 24, 2000, the Company received
     gross proceeds of approximately $8,100,000.


                                       27
<PAGE>


ITEM 8:   CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

          None

                                    PART III

     The Company  intends to file with the Securities  and Exchange  Commission,
within 120 days  after the end of the fiscal  year  covered  by this  report,  a
definitive  Proxy  Statement (the "Proxy  Statement") for use in connection with
the Company's 2000 Annual Meeting of  Stockholders.  In accordance  with General
Instruction  E (3) of Form 10-KSB the  information  required by Items 9, 10, 11,
and 12 below is incorporated herein by reference to the Proxy Statement.

ITEM 9.   DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT.

     The information required by this Item 9 is incorporated herein by reference
to the sections  entitled  "Election of  Directors",  "Executive  Officers"  and
"Section  16  (a)  Beneficial  Ownership  Reporting  Compliance"  in  the  Proxy
Statement.

ITEM 10.  EXECUTIVE COMPENSATION.

     The  information  required  by  this  Item  10 is  incorporated  herein  by
reference to the section entitled "Executive  Compensation" and "Compensation of
Directors" in the Proxy Statement.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  information  required  by  this  Item  11 is  incorporated  herein  by
reference to the section  entitled  "Security  Ownership  of Certain  Beneficial
Owners and Management."

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The  information  required  by  this  Item  12 is  incorporated  herein  by
reference  to  the  section   entitled   "Certain   Relationships   and  Related
Transactions" in the Proxy Statement.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  The Following documents are filed as part of this report:

     (1)  A list of the financial statements filed as part of this report is set
          forth in Item 7 and is incorporated herein by reference

     (2)  Exhibits

          The  information  required  by this Item  13(a)(2) is set forth in the
          Index to Exhibits and is incorporated herein by reference. Included in
          the  Index  to  Exhibits  are  the  following  management   contracts,
          compensatory plans and arrangements:

          (i)    10.3 Employment Agreement, effective January 1, 1997, between
                 the Registrant and Richard Reiss.

          (ii)   10.4 Amendment to the Employment Agreement in Exhibit 10.3
                 above, effective March 21, 1997.

          (iii)  10.5 Employment Agreement, effective January 1, 1997, between
                 the Registrant and Joseph Scotti.



                                       28
<PAGE>


          (iv)   10.6 Amendment No. 1 to the Employment Agreement between the
                 Registrant and Joseph Scotti, effective January 11, 1999.

          (v)    10.7 Employment Agreement, effective January 1, 1997, between
                 the Registrant and Leo Flotron

          (vi)   10.8 Amendment No. 1 to the Employment Agreement between the
                 Registrant and Leo Flotron, effective January 11, 1999.

          (vii)  10.12 Registrants Stock Option Plan

          (viii) 10.13 Amendment No. 1 to Registrants Stock Option Plan

          (ix)   23.1 Consent of BDO Seidman, LLP, Independent Certified Public
                 Accountants

(b)  No reports on Form 8-K were filed by the Company  during the fourth quarter
     of 1999.


                                       29
<PAGE>


                                   SIGNATURES

     In  accordance  with  the  requirements  of  Section  13 or  15(d)  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

Dated:   March 29, 2000                  By:  /s/ RICHARD REISS
                                             --------------------------------
                                              Richard Reiss, Chairman,
                                              Chief Executive Officer and
                                              President

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          SIGNATURE                                   TITLE                              DATE
----------------------------           ---------------------------------------       --------------
<S>                                    <C>                                           <C>
/S/      RICHARD REISS                 Chairman of the Board of Directors            March 29, 2000
---------------------------
         RICHARD REISS                 President (Principal Executive Officer)


/S/      SCOTT TANSEY                  Vice President - Finance                      March 29, 2000
---------------------------
         SCOTT TANSEY                  (Principal Financial and
                                       Accounting Officer)

/S/      ROBERT B. KRONER              Director                                      March 29, 2000
---------------------------
         ROBERT B. KRONER


/S/      ERIC FRIEDMAN                 Director                                      March 29, 2000
---------------------------
         ERIC FRIEDMAN


/S/      PETER MALUSO                  Director                                      March 29, 2000
---------------------------
         PETER MALUSO


/S/      ANDREA GRASSO                 Director                                      March 29, 2000
---------------------------
         ANDREA GRASSO


/S/      DEAN HILTZIK                  Director                                      March 29, 2000
---------------------------
         DEAN HILTZIK


/S/      LOUIS CAPOLINO                Director                                      March 29, 2000
---------------------------
         LOUIS CAPOLINO
</TABLE>


                                       30
<PAGE>


                                INDEX TO EXHIBITS

    Exhibit No.          DESCRIPTION OF DOCUMENT

     3.1       Certificate of Incorporation of the Registrant, as amended. (1)

     3.2       By-Laws, as amended. (1)

     4.1       Form of  Amended  Warrant  Agreement  among  the  Registrant  and
               American Stock Transfer & Trust Company, as Warrant Agent. (1)

     4.2       Specimen Common Stock Certificate of Registrant. (1)

     4.3       Specimen Class A Warrant Certificate of Registrant. (1)

     10.1      Agreement  dated  December 9, 1996 between the Registrant and HFS
               Incorporated. (1)

     10.2      Dealer  Agreement dated May 20, 1992,  between the Registrant and
               Panasonic Communications & Systems Company. (1)

     10.3      Employment  Agreement,  effective  January 1, 1997,  between  the
               Registrant and Richard Reiss. (1)

     10.4      Amendment to the Employment  Agreement between the Registrant and
               Richard Reiss, effective March 21, 1997 (1)

     10.5      Employment  Agreement,  effective  January 1, 1997,  between  the
               Registrant and Joseph Scotti. (1)

     10.6      Amendment  No.  1  to  the  Employment   Agreement   between  the
               Registrant and Joseph Scotti, effective January 11, 1999. (2)

     10.7      Employment  Agreement,  effective  January 1, 1997,  between  the
               Registrant and Leo Flotron.  (Incorporated herein by reference to
               Exhibit No. 10.6 to the  Registrant's  Registration  Statement on
               Form SB-2, Registration No. 333-21069).

     10.8      Amendment  No.  1  to  the  Employment   Agreement   between  the
               Registrant and Leo Flotron, effective January 11, 1999. (2)

     10.9      Lease   Agreement   for  premises   located  at  1450  Route  22,
               Mountainside,  New  Jersey,  dated  April 13,  1995,  between the
               Registrant and Mountain Plaza Associates. (Incorporated herein by
               reference  to  Exhibit  10.7  to  the  Registrant's  Registration
               Statement on Form SB-2, Registration No. 333-21069).

     10.10     First Amendment to Lease  Agreement for premises  located at 1450
               Route 22,  Mountainside,  New Jersey dated June 27, 1996, between
               the  Registrant  and  Mountain  Plaza  Associates.  (Incorporated
               herein  by  reference   to  Exhibit  10.8  to  the   Registrant's
               Registration Statement on Form SB-2, Registration No. 333-21069).

     10.11     Sublease  Agreement  for  premises  located  at 1130  Connecticut
               Avenue,  NW,  Washington  D.C.,  dated July 1, 1996,  between the
               Registrant and Charles L. Fishman,  P.C.  (Incorporated herein by
               reference  to  Exhibit  10.9  to  the  Registrant's  Registration
               Statement on Form SB-2, Registration No. 333-21069).

     10.12     Registrant's Stock Option Plan. (Incorporated herein by reference
               to Exhibit 10.10 to the  Registrant's  Registration  Statement on
               Form SB-2, Registration No. 333-21069).

     10.13     Amendment No. 1 to Registrant's Stock Option Plan. (2)

     10.14     Lease  Agreement  for  premises   located  at  225  Long  Avenue,
               Hillside,   New  Jersey,   dated  March  20,  1997,  between  the
               Registrant and Vitamin Realty  Associates,  L.L.C.  (Incorporated
               herein  by  reference  to  Exhibit  10.13  to  the   Registrant's
               Registration Statement on Form SB-2, Registration No. 333-21069).


                                       31
<PAGE>


     10.15     Agreement,  dated  September  10,  1997,  between the Company and
               Maxbase,   Inc.   (Incorporated   herein  by   reference  to  the
               Registrant's Current Report on Form 8-K filed September 18, 1997,
               Commission File No. 1-12937).

     10.16     Reseller Agreement dated November 21, 1997, between Polycom, Inc.
               and the Registrant.  (Incorporated herein by reference to Exhibit
               No. 10.15 to the  Registrant's  Annual  Report on Form 10-KSB for
               the fiscal year ended  December  31,  1997,  Commission  File No.
               1-12937).

     10.17     Dealer  Agreement,   dated  November  26,  1997,  between  Lucent
               Technologies,  Inc. and the Registrant.  (Incorporated  herein by
               reference to Exhibit No. 10.16 to the Registrant's  Annual Report
               on Form  10-KSB for the  fiscal  year ended  December  31,  1997,
               Commission File No. 1-12937).

     10.18     Merger   Agreement,   dated   December  27,  1999,   between  All
               Communications Corporation and View Tech, Inc. (3)

     *10.19    Amendment  No. 1 to  Agreement  And Plan of  Merger  between  All
               Communications and View Tech, Inc.

     16.1      Letter re Change in Certifying  Accountant.  (Incorporated herein
               by reference to the Registrant's Current Report on Form 8-K filed
               February 20, 1998, Commission File No. 1-12937).

     21.1      Subsidiaries of the Registrant. (Incorporated herein by reference
               to Exhibit No,  21.1 to the  Registrant's  Annual  Report on Form
               10-KSB for the fiscal year ended  December 31,  1997,  Commission
               File No. 1-12937).

     *23.1     Consent  of  BDO  Seidman,   LLP,  Independent  Certified  Public
               Accountants

     *27.1     Financial Data Schedule.

________________________
*    Filed herewith

(1)  Incorporated herein by reference to the corresponding exhibit number to the
     Registrant's   Registration  Statement  on  Form  SB-2,   Registration  No.
     333-21069.

(2)  Incorporated herein by reference to the corresponding exhibit number to the
     Registrant's  Form 10KSB for the fiscal year ended December 31, 1998, filed
     on March 31, 1999.

(3)  Filed as an exhibit to View Tech, Inc.'s Registration Statement on Form S-4
     (Registration No. 333-95145) and incorporated by reference herein.


                                       32