<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934
ALL COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
New Jersey 22-3124655
- -------------------------------------------------------------------------------------------------------------------
(State of incorporation or organization) (IRS
Employee
Identification #)
1450 Route 22 West, Mountainside, New Jersey 07092
- -------------------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
<S> <C>
NONE NONE
</TABLE>
If this Form relates to the registration of a class of debt securities and is to
become effective upon filing pursuant to General Instruction A.(c)(1), check the
following box: [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with effectiveness of a concurrent registration
statement under the Securities Act of 1933 pursuant to General Instruction
A.(c)(2), check the following box: [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
- --------------------------------------------------------------------------------
(Title of Class)
Redeemable Class A Common Stock Purchase Warrants
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's securities to be registered is
incorporated herein by reference to the section entitled "Description
of Securities" in the Preliminary Prospectus forming a part of
Amendment No. 1 to the Registrant's Registration Statement on Form SB-
2, File No. 333-21069, filed with the Securities and Exchange
Commission on March 25, 1997. See Exhibit A.
Item 2. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
<S> <C>
A The "Description of Securities" section of the Preliminary Prospectus forming a part
of Amendment No. 1 to the Registrant's Registration Statement on Form SB-2, File
No. 333-21069, is incorporated herein by reference as referred to in Item 1.
1.1 Form of Common Stock Certificate (filed as Exhibit 4.2 to the Registration
Statement on Form SB-2, File No. 333-21069, and hereby incorporated herein by
reference).
1.2 Redeemable Class A Warrant Certificate (filed as Exhibit 4.3 to the Registration
Statement on Form SB-2, File No. 333-21069, and hereby incorporated herein by
reference).
2.1 Certificate of Incorporation , as amended (filed as Exhibit 3.1 to Amendment No. 1
to the Registration Statement of the Registrant on Form SB-2, File No. 333-21069,
and hereby incorporated herein by reference).
2.2 By-Laws, as amended (filed as Exhibit 3.2 to Amendment No. 1 to the Registration
Statement of the Registrant on Form SB-2, File No. 333-21069, and hereby
incorporated herein by reference).
2.3 Form of Warrant Agreement governing the Redeemable Class A Warrants (filed as
Exhibit 4.1 to Amendment No. 1 to the Registration Statement of the Registrant on
Form SB-2, File No. 333-21069, and hereby incorporated herein by reference).
</TABLE>
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALL COMMUNICATIONS CORPORATION
Registrant
By: /s/ Richard Reiss
------------------------
Richard Reiss, President
DATE: March 25, 1997
<PAGE>
