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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ALL COMMUNICATIONS CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
016628109
(CUSIP Number)
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
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1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
RICHARD REISS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF (5) SOLE VOTING POWER . . . . . . . . . . 2,805,000*
SHARES
BENEFICIALLY (6) SHARED VOTING POWER . . . . . . . . . . . . 0
OWNED BY
EACH (7) SOLE DISPOSITIVE POWER. . . . . . . . 2,805,000*
REPORTING
PERSON (8) SHARED DISPOSITIVE POWER. . . . . . . . . . 0
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,805,000*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
49.4%**
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12 TYPE OF REPORTING PERSON
IN
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* INCLUDES 770,000 SHARES OF COMMON STOCK ACQUIRABLE UPON EXERCISE OF PRESENTLY
EXERCISABLE STOCK OPTIONS.
** ASSUMES THE EXERCISE OF OPTIONS TO ACQUIRE 770,000 SHARES.
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Item 1.
(a) Name of Issuer:
All Communications Corporation
(b) Address of Issuer's Principal Executive Offices:
225 Long Avenue, Hillside, New Jersey 07205
Item 2.
(a) Name of Person filing:
Richard Reiss
(b) Address of Principal Business Office:
225 Long Avenue, Hillside, New Jersey 07205
(c) Citizenship:
United States of America
(d) Title of Class:
Common Stock, No Par Value
(e) CUSIP Number:
016628109
Item 3. Filings Pursuant to Rules 13d-1(b) or 13d-2(b)
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned:
2,805,000 shares of Common Stock*
(b) Percent of Class:
49.4%**
(c) Number of shares of Common Stock as to which the Reporting
Person has:
(i) Sole power of vote or to direct the vote: 2,805,000*
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition:
2,805,000*
(iv) Shared power to dispose or to direct the disposition:
0
* Includes 770,000 shares of Common Stock acquirable upon exercise of
presently exercisable stock options.
** Assumes the exercise of options to acquire 770,000 shares.
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No other person other than the Reporting Person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: February 13, 1998
/s/ Richard Reiss
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Richard Reiss
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs this statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. (SEE 18 U.S.C. 1001).
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