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

                                    FORM 10-Q
(Mark One)

[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
         ACT OF 1934.

                  For the quarterly period ended May 31, 2006.
                                                 ------------

                                       OR

[_]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
         ACT OF 1934.

For the transition period from _________________ to _________________.

                          Commission file number 0-4465
                                                 ------

                            eLEC Communications Corp.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


           New York                                            13-2511270
--------------------------------------------------------------------------------
(State or Other Jurisdiction                              (I.R.S. Employer
 of Incorporation or Organization)                         Identification No.)


75 South Broadway, Suite 302, White Plains, New York              10601
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                    (Zip Code)


Registrant's Telephone Number, Including Area Code            914-682-0214
                                                              ------------

--------------------------------------------------------------------------------

         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  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 whether the  registrant  is a large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer and large  accelerated  filer in Rule 12b-2 of the  Exchange
Act. (Check one):

Large Accelerated Filer [_]   Accelerated Filer [_]   Non-Accelerated Filer [X].

         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]

         The number of outstanding shares of the Registrant's Common Stock as of
July 3, 2006 was 17,079,282.


<PAGE>


                          PART 1. FINANCIAL INFORMATION
                          -----------------------------

Item 1.         Financial Statements
-------         --------------------

                   eLEC Communications Corp. and Subsidiaries
                      Condensed Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                                       May 31, 2006     Nov. 30, 2005
                                                                       ------------     -------------
<S>                                                                          <C>             <C>
                                                                        (Unaudited)       (See Note)
Assets
Current assets:
  Cash and cash equivalents                                             $    456,292    $    205,998
  Loan proceeds receivable                                                   575,500       1,753,500
  Accounts receivable, net                                                   670,691         989,887
  Prepaid expenses and other current assets                                  221,277         103,193
                                                                        ------------    ------------
Total current assets                                                       1,923,760       3,052,578

Property, plant and equipment, net                                           699,933         593,811

Deferred finance costs, net                                                1,146,669         542,893

Other assets                                                                 229,237         195,809
                                                                        ------------    ------------
Total assets                                                            $  3,999,599    $  4,385,091
                                                                        ============    ============

Liabilities and stockholders' equity deficiency Current liabilities:
  Short-term borrowings                                                 $         --    $    326,103
  Current portion of long-term debt and capital lease obligations            680,922          43,891
  Accounts payable and accrued expenses                                    2,648,725       2,743,623
  Taxes payable                                                              458,655         632,147
  Due to related party                                                        59,745           2,737
  Deferred revenue                                                           206,200         278,200
                                                                        ------------    ------------
Total current liabilities                                                  4,054,247       4,026,701

Long-term debt and capital lease obligations, less current maturities      1,868,288       1,654,591
Warrant liabilities                                                        2,016,677       1,067,526
                                                                        ------------    ------------
 Total liabilities                                                         7,939,212       6,748,818
                                                                        ------------    ------------

Stockholders' equity deficiency:
  Preferred stock $.10 par value, 1,000,000 shares authorized,
    none issued and outstanding                                                   --              --
  Common stock $.10 par value, 50,000,000 shares authorized,
    16,879,282 shares issued and outstanding in 2006 and 2005              1,687,928       1,683,928
  Capital in excess of par value                                          26,901,103      27,169,409
  Deficit                                                                (32,521,065)    (31,209,645)
  Accumulated other comprehensive loss, unrealized loss on securities         (7,579)         (7,419)
                                                                        ------------    ------------
    Total stockholders' equity deficiency                                 (3,939,613)     (2,363,727)
                                                                        ------------    ------------
  Total liabilities and stockholders' equity deficiency                 $  3,999,599    $  4,385,091
                                                                        ============    ============
</TABLE>

See notes to the condensed consolidated financial statements.


                                       2
<PAGE>

                   eLEC Communications Corp. and Subsidiaries
 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                              For the Six Months Ended       For the Three Months Ended
                                            May 31, 2006    May 31, 2005    May 31, 2006    May 31, 2005
                                            ------------    ------------    ------------    ------------
<S>                                            <C>             <C>             <C>             <C>

Revenues                                    $  4,652,411    $  8,678,855    $  2,155,557    $  4,815,376
                                            ------------    ------------    ------------    ------------

Costs and expenses:
Costs of services                              2,775,216       4,553,740       1,355,379       2,498,201
Selling, general and administrative            2,474,313       3,361,593       1,227,633       1,910,844
Provision for bad debts                          181,180       2,240,100          63,504       1,495,361
Depreciation and amortization                    179,741          58,116          93,116          42,691
                                            ------------    ------------    ------------    ------------
               Total costs and expenses        5,610,450      10,213,549       2,739,632       5,947,097
                                            ------------    ------------    ------------    ------------

Loss from operations                            (958,039)     (1,534,694)       (584,075)     (1,131,721)
                                            ------------    ------------    ------------    ------------

Other income (expense):
Interest expense                                (604,547)       (262,555)       (323,162)       (220,586)
Interest and other income                         26,555          34,973          12,428          17,709
Gain on sale of investment securities and
other investments                                     --          29,634              --          29,634
Change in warrant valuation                      224,611         116,993         246,868          69,904
                                            ------------    ------------    ------------    ------------
       Total other income (expense)             (353,381)        (80,955)        (63,866)       (103,339)
                                            ------------    ------------    ------------    ------------


Net loss                                      (1,311,420)     (1,615,649)       (647,941)     (1,235,060)

Other comprehensive income (loss) -
  unrealized income (loss) on marketable
  securities                                        (160)         (4,983)            755          (4,398)
                                            ------------    ------------    ------------    ------------

Comprehensive loss                          ($ 1,311,580)   ($ 1,620,632)   ($   647,186)   ($ 1,239,458)
                                            ============    ============    ============    ============

Basic loss per share                        ($      0.08)   ($      0.10)   ($      0.04)   ($      0.07)
                                            ============    ============    ============    ============

Weighted average number of common shares
outstanding
   Basic                                      16,844,337      16,722,359      16,849,282      16,762,108
                                            ============    ============    ============    ============

</TABLE>

See notes to the condensed consolidated
financial statements.


                                       3
<PAGE>

                   eLEC Communications Corp. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                         For the Six Months Ended
                                                                       May 31, 2006   May 31, 2005
                                                                       ------------   ------------
<S>                                                                       <C>            <C>
Net cash used in operating activities:                                 ($  882,493)   ($1,663,448)
                                                                       -----------    -----------

Cash flows used in investing activities:
   Purchase of property and equipment                                     (177,899)      (222,744)
   Purchase of investment securities                                            --         (4,923)
   Proceeds from sale of investment securities and other investments            --         14,828
                                                                       -----------    -----------
Net cash used in investing activities                                     (177,899)      (212,839)
                                                                       -----------    -----------

Cash flows from financing activities:
   Repayment of short-term debt                                           (328,324)       273,686
   Repayment of long-term debt                                            (114,490)       (60,606)
   Proceeds form the exercise of options                                        --         37,500
   Proceeds from secured convertible note                                1,753,500      1,744,500
                                                                       -----------    -----------
   Net cash provided by financing activities                             1,310,686      1,995,080
                                                                       -----------    -----------

Increase in cash and cash equivalents                                      250,294        118,793
Cash and cash equivalents at beginning of period                           205,998        371,852
                                                                       -----------    -----------
Cash and cash equivalents at the end of period                         $   456,292    $   490,645
                                                                       ===========    ===========
</TABLE>

See notes to the condensed consolidated financial statements.


                                       4
<PAGE>

                            eLEC COMMUNICATIONS CORP.
                            -------------------------

        Notes To Condensed Consolidated Financial Statements (Unaudited)
        ----------------------------------------------------------------


Note 1-Basis of Presentation
----------------------------

The  accompanying  interim  condensed   consolidated  financial  statements  are
unaudited  and have been  prepared on  essentially  the same basis as our annual
financial statements for the year ended November 30, 2005 and in accordance with
the rules and  regulations of the  Securities  and Exchange  Commission for Form
10-Q.  Accordingly,  they do not include all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating results for the six-month period ended May 31, 2006 are not
necessarily  indicative  of the results  that may be expected for the year ended
November 30, 2006. For further information,  refer to the consolidated financial
statements and footnotes  thereto included in our Annual Report on Form 10-K for
the year ended November 30, 2005.

Note 2-Financing Arrangements
-----------------------------

On May 31, 2006,  we  consummated a private  placement  with Laurus Master Fund,
Ltd., a Cayman Islands  corporation  ("Laurus"),  pursuant to which we issued to
Laurus a secured term note in the principal  amount of $1,700,000  (the "Note"),
an amended and restated  secured term note that amended and restated our secured
convertible term note in the original  principal amount of $2,000,000  issued to
Laurus on February 8, 2005 ("Amended  Note 1"), an amended and restated  secured
term note that  amended and restated  our secured  convertible  term note in the
original  principal  amount of $2,000,000  issued to Laurus on November 30, 2005
("Amended  Note 2") and a common stock  purchase  warrant (the  "Warrant")  that
entitles  Laurus to purchase up to  3,359,856  shares of our common  stock,  par
value  $.10  per  share.  The Note  and the  Warrant  were  sold to  Laurus,  an
"accredited  investor" (as such term is defined in the rules  promulgated  under
the Securities Act of 1933, as amended), for a purchase price of $1,700,000.

The Amortizing Principal Amount of the Note, which amounts to $650,000, requires
interest  payments  at prime plus 2% on the first day of each  month  during the
term of the Note,  commencing on July 1, 2006. Beginning on July 1, 2007, we are
required  to make  monthly  principal  payments  of  $27,083  on the  Amortizing
Principal  Amount  plus  interest.  After  accounting  for the loan  discount of
$59,400, deferred financing fees of $15,100 and the warrant discount of $586,881
associated with the Note, the loan payable on our books for the Note is recorded
at  $3,719.  Over the  three-year  term of the Note,  we will  accrete  the loan
balance using the effective interest method up to the $650,000 principal amount.

The  Non-Amortizing  Principal  Amount of the Note, which amounts to $1,050,000,
does not require interest or principal  payments until we send  documentation to
Laurus, and Laurus decides in its sole discretion,  to release such funds from a
restricted cash account for the potential acquisition of a business. There is no
assurance  that  we will be able  to  successfully  complete  such  acquisition.
Consequently,  the restricted cash balance of $1,050,000 and the  Non-Amortizing
Principal Amount of the Note have not been recorded on our balance sheet.

                                       5
<PAGE>

The principal amendments to the February 8, 2005 note effected in Amended Note 1
are the elimination of the conversion  features that permitted the conversion of
unpaid  principal  and  interest on the February 8, 2005 note into shares of our
common stock and the reduction in the interest  rate payable on the  outstanding
principal  amount of the  February 8, 2005 note from the "prime rate" plus three
percent (3%) to the "prime rate" plus two percent (2%). The remaining  principal
and interest payments on this note, which we continue to make in monthly amounts
of $60,606 plus interest, is no longer convertible.

The principal amendment to the November 30, 2005 note effected in Amended Note 2
is the  elimination of the conversion  features that permitted the conversion of
unpaid  principal  and interest on the November 30, 2005 note into shares of our
common stock. The remaining  principal and interest payments on this note, which
we continue to make in monthly,  amounts of $33,333 plus interest,  is no longer
convertible.

The  amendments  to Amended  Note 1 and Amended Note 2 (the  "Amendments")  were
accounted  for  as  modifications  of  debt   instruments.   Consequently,   the
unamortized  beneficial  conversion feature  (approximately  $535,000 at May 31,
2006) inherent in the original issuance of the February 8, 2005 and November 30,
2005 notes was  reversed  to paid-in  capital on May 31,  2006,  the date of the
modification.  We have  allocated  one half of the value of the  Warrant  to the
Amendments,  which amounted to $586,881,  using the Black-Scholes method with an
interest rate of 3.03%,  volatility of 152%, zero dividends and expected term of
fifteen years, and recorded a deferred finance cost of such amount. The deferred
finance cost will be amortized over the life of the related indebtedness.

The Warrant grants Laurus the right to purchase for cash up to 3,359,856  shares
of our common stock at an exercise price of $0.10 per share. The Warrant expires
on May 31,  2020.  If we repay  the Note in full  prior to May 31,  2007 and pay
Laurus an additional amount of $100,000,  we have the right to reduce the number
of shares originally  issuable upon exercise of the Warrant by 1,175,950 shares,
such that the maximum  number of shares that may be purchased  upon  exercise of
the Warrant shall be reduced to 2,183,906  shares.  The Warrant does not contain
registration  rights and requires Laurus to limit the sale on any trading day of
any shares of common  stock issued upon the exercise of the Warrant to a maximum
of ten percent (10%) of the aggregate number of shares of common stock traded on
such trading day.

Note 3-Major Customer
---------------------

During the six-month and three-month periods ended May 31, 2006 and 2005, no one
customer accounted for more than 10% of revenue.

Note 4-Loss Per Common Share
----------------------------

Basic loss per common share is  calculated  by dividing net loss by the weighted
average number of common shares outstanding during the period.

                                       6
<PAGE>

Approximately  10,950,000 and 7,900,000 shares issuable upon the exercise of our
outstanding  stock  options  and  warrants  and in 2005,  shares  issuable  upon
potential debt conversions, were excluded from the calculation of loss per share
for the  six-month and  three-month  periods ended May 31, 2006 and 2005 because
the effect would be anti-dilutive.

Note 5-Risks and Uncertainties
------------------------------

We provide our  wireline  services by leasing a portion of the network  owned by
other larger  telecommunications  carriers,  namely  Verizon  Services Corp. and
Qwest  Communications  International,  Inc.,  which are commonly  referred to as
Incumbent Local Exchange  Carriers  ("ILEC's").  We have multi-state  commercial
service  agreements  with the ILECs that are subject to termination for material
breach,  including  non-payment,  upon  written  notice and our failure to cure.
These  agreements  allow us to offer  wireline  telecommunications  services  to
consumers  throughout the ILECs' territories  without us having to incur network
equipment  expenditures.  Although we  continue  to build a Voice over  Internet
Protocol  ("VoIP")  network,  the majority of our revenues are currently derived
from the resale of ILEC services. In light of the foregoing, it is possible that
the loss of our relationship with the ILECs would have a severe near-term impact
on our  ability to conduct our  business.  Our  long-term  plans,  however,  are
dependent upon the success of our VoIP operations.  Future results of operations
involve a number of risks and  uncertainties.  Factors that could affect  future
operating  results and cash flows and cause  actual  results to vary  materially
from historical results include, but are not limited to:

   o  The availability of additional  funds to successfully  pursue our business
      plan;
   o  The acceptance of VoIP technology by mainstream consumers;
   o  Our  ability  to market our  services  to current  and new  customers  and
      generate customer demand for our products and services in the geographical
      areas in which we operate;
   o  The impact of  changes  the  Federal  Communications  Commission  or State
      Public Service Commissions may make to existing telecommunication laws and
      regulations, including laws dealing with Internet telephony;
   o  The highly competitive nature of our industry;
   o  Our ability to retain key personnel;
   o  Our ability to maintain adequate customer care and manage our churn rate;
   o  The cooperation of incumbent  carriers and industry  service partners that
      have signed agreements with us;
   o  Our  ability to  maintain,  attract  and  integrate  internal  management,
      technical information and management information systems;
   o  The  availability and maintenance of suitable vendor  relationships,  in a
      timely manner, at reasonable cost;
   o  Our ability to manage rapid growth while maintaining adequate controls and
      procedures;
   o  Failure or interruption in our network and information systems;
   o  Our inability to adapt to technological change;
   o  Our inability to manage customer attrition and bad debt expense;
   o  Failure or bankruptcy of other  telecommunications  companies upon whom we
      rely for services and revenues;
   o  Our lack of capital or borrowing capacity,  and inability to generate cash
      flow;
   o  The decrease in telecommunications prices to consumers; and
   o  General economic conditions.

                                       7
<PAGE>

Note 6-Stock-Based Compensation Plans
-------------------------------------

We issue  stock  options to our  employees  and  outside  directors  pursuant to
stockholder-approved  and non-approved  stock option  programs.  Prior to fiscal
2006, we accounted for our  stock-based  compensation  plans under the intrinsic
value method of accounting,  as defined by Accounting  Principles  Board Opinion
No. 25, Accounting for Stock Issued to Employees,  and related  interpretations.
No stock-based  employee  compensation  cost was reflected in net income for the
six-and  three-months  ended May 31, 2005,  as all options  granted  under these
plans had an exercise  price equal to the fair  market  value of the  underlying
common stock on the date of the grant. For pro forma disclosures,  the estimated
fair value of these options was amortized over the vesting periods,  which range
from  immediate  vesting to three years.  The following  table  illustrated  the
effect on net loss per share if we had  accounted for our stock option and stock
purchase  plans under the fair value  method of  accounting  under  Statement of
Financial  Accounting  Standards  ("SFAS") No. 123,  "Accounting for Stock-Based
Compensation",   as  amended  by  SFAS  No.  148,  "Accounting  for  Stock-Based
Compensation - Transition and Disclosure":

                                     Six Months Ended  Three Months Ended
                                       May 31, 2005      May 31, 2005
                                       ------------      ------------

Net loss, as reported                   ($1,615,649)       ($1,235,060)
Deduct: Total stock-based employee
    compensation expense determined
    under fair value-based method
    for all awards, net of related
    tax effects                            (200,239)          (100,902)
                                      -------------      -------------
Pro forma net loss                      ($1,815,888)       ($1,335,962)
                                      -------------      -------------
Loss per share
  Basic, as reported                         ($0.10)            ($0.07)
  Basic, pro forma                           ($0.11)            ($0.08)

  Diluted, as reported                       ($0.10)            ($0.07)
  Diluted, pro forma                         ($0.11)            ($0.08)

In December 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No.  123R,  "Share-Based  Payment".  SFAS 123R is a  revision  of SFAS 123,  and
supersedes APB 25. Among other items, SFAS 123R eliminates the use of APB 25 and
the intrinsic value method of accounting, and requires companies to recognize in
their financial  statements the cost of employee  services  received in exchange
for  awards of equity  instruments,  based on the grant date fair value of those
awards.  SFAS 123R permits  companies to adopt its  requirements  using either a
"modified  prospective" method, or a "modified  retrospective" method. Under the
"modified prospective" method,  compensation cost is recognized in the financial
statements  beginning with the effective date, based on the requirements of SFAS
123R for all  share-based  payments  granted  after that date,  and based on the
requirements  of SFAS 123 for all unvested awards granted prior to the effective
date of SFAS 123R. Under the "modified  retrospective"  method, the requirements
are the same as under the "modified  prospective"  method,  but this method also
permits  entities to restate  financial  statements of previous periods based on
proforma disclosures made in accordance with SFAS 123. Beginning in fiscal 2006,
we account for  stock-based  compensation  in accordance  with the provisions of
SFAS  123R and have  elected  the  "modified  prospective"  method  and have not
restated prior financial statements. For the six- and three-

                                       8
<PAGE>

months ended May 31,  2006,  we recorded  approximately  $100,000 and $47,000 in
employee  stock-based  compensation  expense,  which is included in our selling,
general and administrative expenses. As of May 31, 2006, there was approximately
$320,000  of  unrecognized  stock-compensation  expense for  previously  granted
unvested options that will be recognized over a three-year period.

Note 7-Related Party Transactions
---------------------------------

During the six- and  three-month  periods  ended May 31, 2006,  we billed Cordia
Corporation ("Cordia"), a related party, $25,679 and $12,393,  respectively, for
commissions  and other  costs,  and  Cordia  billed us  $218,543  and  $101,668,
respectively, for telecommunications services, billing services and other costs.
During  the six- and  three-month  periods  ended in May 31,  2005,  we  billed,
$40,851  and  $17,449,  for  commissions  and other cost,  and Cordia  billed us
$350,856 and $181,535,  respectively,  for telecommunications,  billing services
and other sundry cost. As of May 31, 2006, we owed Cordia $59,745.

Note 8-Reclassification
-----------------------

The Condensed  Consolidated  Statement of Operations and Comprehensive  Loss for
the six- and three-month periods ended May 31, 2005 has been restated to correct
errors  related  to  the  accounting  for  our  February  2005  financing.  Such
restatement  had the effect of  reducing  the loss for the six- and  three-month
period by approximately $127,000 and $106,000, respectively, which had no effect
on the loss per share for the six-month period and reduced the loss per share in
the three-month period from $0.08 to $0.07.

Note 9-Defined Benefit Plan
---------------------------

We sponsor a defined benefit plan covering two active  employees and a number of
former employees. Our funding policy with respect to the defined benefit plan is
to contribute  annually not less than the minimum required by applicable law and
regulation to cover the normal cost and to fund supplemental costs, if any, from
the date each  supplemental  cost was  incurred.  Contributions  are intended to
provide  not only for  benefits  attributable  to service to date,  but also for
those expected in the future.

For the six- and  three-month  periods  ended May 31, 2006 and 2005, we recorded
pension expense of $48,000 and $24,000,  respectively.  In the six-month  period
ended May 31, 2006, we contributed  $52,500 to our defined  benefit plan.  There
were no contributions  in the  three-months  ended May 31, 2006. In the six- and
three-month  periods  ended May 31, 2005,  we  contributed  $25,000 and $25,000,
respectively,  to the  pension  plan.  We  expect  to  contribute  approximately
$100,000 to our defined  benefit  plan in fiscal  2006.  The current  investment
strategy  for the defined  benefit  plan is to invest in  conservative  debt and
equity securities. The expected long-term rate of return on plan assets is 8%.

We also  sponsor a 401(k)  profit  sharing  plan for the benefit of all eligible
employees,  as defined.  The plan  provides for voluntary  contributions  not to
exceed the statutory  limitation  provided by the Internal  Revenue Code. We may
make discretionary contributions. There were no discretionary contributions made
for the six months ended May 31, 2006 or 2005.

                                       9
<PAGE>

Note 10-Income Taxes
--------------------

At November 30, 2005, we had net operating loss carryforwards for Federal income
tax  purposes of  approximately  $23,000,000  expiring in the years 2008 through
2025. There is an annual limitation of approximately $187,000 on the utilization
of approximately  $2,400,000 of such net operating loss carryforwards  under the
provisions  of Internal  Revenue  Code Section 382. We did not provide for a tax
benefit  in 2006 and 2005 as we  believe  it is more  likely  than not that such
benefit will not be realizable.




                                       10
<PAGE>


Item 2. Management's  Analysis and Discussion of Financial Condition and Results
of Operations

         The statements  contained in this Report that are not historical  facts
are  "forward-looking  statements"  within the meaning of the Private Securities
Litigation Reform Act of 1995 with respect to our financial  condition,  results
of   operations   and   business,   which  can  be  identified  by  the  use  of
forward-looking   terminology,   such  as  "estimates,"   "projects,"   "plans,"
"believes,"  "expects,"  "anticipates,"  "intends,"  or the negative  thereof or
other variations  thereon,  or by discussions of strategy that involve risks and
uncertainties.  Management  wishes to caution the reader of the  forward-looking
statements that such statements, which are contained in this Report, reflect our
current  beliefs  with  respect to future  events and involve  known and unknown
risks, uncertainties and other factors, including, but not limited to, economic,
competitive,  regulatory,  technological,  key  employee,  and general  business
factors affecting our operations,  markets, growth, services, products, licenses
and  other  factors  discussed  in our other  filings  with the  Securities  and
Exchange   Commission,   and  that  these   statements  are  only  estimates  or
predictions.  No assurances  can be given  regarding the  achievement  of future
results, as actual results may differ materially as a result of risks facing us,
and actual events may differ from the assumptions underlying the statements that
have been made regarding  anticipated events.  Factors that may cause our actual
results, performance or achievements,  or industry results, to differ materially
from those  contemplated by such  forward-looking  statements  include,  without
limitation those factors set forth under Note 4 - Risks and Uncertainties.

         These  forward-looking  statements are subject to numerous assumptions,
risks and  uncertainties  that may cause our  actual  results  to be  materially
different  from  any  future  results  expressed  or  implied  by  us  in  those
statements.  These risk factors  should be  considered  in  connection  with any
subsequent written or oral forward-looking  statements that we or persons acting
on our behalf may issue. All written and oral forward looking statements made in
connection with this Report that are attributable to us or persons acting on our
behalf are expressly qualified in their entirety by these cautionary statements.
Given  these  uncertainties,  we  caution  investors  not to unduly  rely on our
forward-looking  statements.  We do not  undertake  any  obligation to review or
confirm analysts' expectations or estimates or to release publicly any revisions
to any  forward-looking  statements to reflect events or circumstances after the
date of this  Report or to  reflect  the  occurrence  of  unanticipated  events.
Further,  the  information  about our  intentions  contained in this Report is a
statement  of our  intention  as of the date of this  Report and is based  upon,
among other things, the existing regulatory  environment,  industry  conditions,
market  conditions and prices,  the economy in general and our assumptions as of
such date. We may change our intentions,  at any time and without notice,  based
upon any changes in such factors, in our assumptions or otherwise.


Overview

         We are a provider of local and long distance voice  telephone  services
and  integrated  Voice  over  Internet  Protocol  ("VoIP")  telephony  services.
Internet  Protocol  ("IP")  telephony  is the real  time  transmission  of voice
communications  in the  form of  digitized  "packets"  of  information  over the
Internet or a private network, which is analogous to the way in which e-mail and
other data is transmitted.  We built our own vertically-integrated VoIP platform
from the  ground up and offer  other  carriers  a one-stop  single  vendor  VoIP
solution. Our technology

                                       11
<PAGE>

enables our wholesale customers,  which include telecom service providers, cable
operators,  wireless  carriers,  Internet  service  providers,  resellers or any
company seeking to offer premier packet communications  services, the ability to
provide a feature-rich VoIP service  offering.  Most of our customers require no
capital  expenditures  to  implement  our VoIP  product.  Furthermore,  since we
developed and own our VoIP technology,  we have the flexibility to customize our
platform  to fit the needs of each  wholesale  customer,  as we can  create  new
innovations  and  applications,  in contrast to other VoIP  providers who simply
resell third-party technology.

         We have been  de-emphasizing  our wireline  telephone  services,  which
consist of the resale of local and long distance  service over  circuit-switched
networks,  and have been focusing our efforts on building and marketing our VoIP
product.  Consequently, our wireline telephone revenues have been decreasing and
our VoIP revenues have been  increasing.  Through June 2006, the decrease in the
number of  customer  wirelines  was greater  than the  increase in the number of
customer  VoIP lines.  For example,  deactivated  wirelines in May and June 2006
amounted to 405 and 487 lines,  respectively,  whereas new VoIP line activations
amounted to 335 and 384 lines,  respectively.  We believe that beginning in July
2006, this trend will be reversed,  as we had 1,060 new VoIP line activations in
the first 14 days of July,  and we anticipate  less than 500 lost  wirelines for
the month.

         We believe our VoIP product is a powerful  tool for  independent  cable
companies,  who can use it to bundle with their  existing  cable  television and
broadband  service to create a "triple  play"  package.  We believe it also is a
necessary  component for wireless  broadband  companies.  We continue to win new
wholesale  customers,   many  of  which  have  a  high  level  of  technological
sophistication.  For example,  one new customer is a wireless  broadband carrier
that offers unique  tactical  products and services to provide  immediate  VoIP,
video  and data  networking  solutions  for any  business  or  agency in need of
immediate connectivity.  This customer uses our VoIP product to deliver reliable
communications  services and networks in a harsh  environment  and under extreme
circumstances,  such as those  that occur  during  hurricanes  or other  natural
disasters.


Plan of Operation

         Our  objective  is to build a  profitable  communications  company on a
stable and scalable platform with minimal network costs. We want to be known for
our high  quality of  service,  robust  features  and ability to deliver any new
product to a wholesale customer or a web store without delay. We believe that to
achieve  our  objective  we need to have  "cradle  to grave"  automation  of our
back-office web and billing systems.  As a result,  we have written our software
for maximum automation and flexibility.

         We know from  experience in  provisioning  complex  telecom orders that
back-office automation is a key factor in keeping overhead costs low. Technology
is  designed  to work for 24 hours a day,  and we  believe  the  fewer  people a
company has in the back office,  the more  efficiently  it can run, which should
drive down the cost per order.

         When an order for a VoIP line is entered into our web-based order entry
system  more  than  50  database  tables  are  populated.  Unlike  most  of  our
competitors, no extra back-office employees are needed to guide the order though
our systems. Some of the high-level,

                                       12
<PAGE>

completely-automated  steps that occur when a customer or agent  enters an order
for a new VoIP line are as follows:

   o  A telephone number is assigned if in stock, or ordered if not in stock
   o  The customer's credit card is charged
   o  An  E911  address  is  formatted  and  sent  to  the  Automatic   Location
      Identification database
   o  The configuration  file for an analog telephone adapter ("ATA") is sent to
      the provisioning server
   o  The web portal database is populated so the customer can view his account
   o  Provisioning status emails are generated and sent to the customer
   o  The  appropriate  entries are made into the billing  system for the chosen
      plan
   o  An overnight  carrier is contacted and a shipping label is printed to ship
      the ATA to the customer
   o  A welcome letter is generated

         Given our current number of employees, we believe we can handle between
500 and 1,000 VoIP orders a day. The order processing and  auto-provisioning  of
the ATA into the back office provisioning system and billing systems is seamless
and  integrated and is designed to handle a single order entered on our web site
or many thousands of orders flowing through an Extensible  Markup  Language,  or
XML, bulk-entry portal.

         We believe  our  "cradle to grave"  automation  strategy in a wholesale
environment,  in which we are able to sell our VoIP services to other  carriers,
such as cable  companies,  CLECs  and  Internet  service  providers,  will be an
important factor that differentiates us from other VoIP service providers.  Many
VoIP service  providers are primarily selling a retail product and are incurring
substantial  customer acquisition costs in order to grow their subscriber bases.
The largest of these companies have access to significantly more capital than we
have and are generating  large operating losses because of the rapid growth rate
they have achieved. Other VoIP service providers also have a wholesale offering,
but have not been able to  implement  a  satisfactory  billing  platform or E911
functionality.  Many of these  carriers  do not have the  ability  to  implement
custom  programs on a zero-code  basis,  and some do not even own their own code
and are dependent  upon a third-party  vendor to provide them with  quarterly or
semi-annual  upgrades so they can keep up with the new products being offered in
the industry.  We believe  these  wholesale  competitors  will not have the same
success in scaling their businesses as we plan to experience.

         A principal  component of our strategy is to grow rapidly by leveraging
the capital,  customer bases and marketing strength of our wholesale  customers.
Many of our targeted  wholesale  customers  and some of our  existing  wholesale
customers have ample capital to market a  private-labeled  VoIP product to their
existing  customer  bases or to new  customers.  We believe our  strength is our
technology-based  platform.  By providing  our  technology  to cable  companies,
CLECs,  Internet  service  providers,  agents,  affinity  groups  and any  other
entities  that  desire to offer a VoIP  telephony  product,  we  believe we will
require significantly less cash resources than other VoIP providers will require
to attract a similar number of subscribers.

Six Months Ended May 31, 2006 vs. Six Months Ended May 31, 2005
---------------------------------------------------------------

         Our revenue for the  six-month  period ended May 31, 2006  decreased by
approximately  $4,027,000,  or approximately 46%, to approximately $4,652,000 as
compared to approximately

                                       13
<PAGE>

$8,679,000  reported for the six-month  period ended May 31, 2005. The reduction
in revenues was directly  related to the decrease in the customer base or number
of local access  lines served by our two  Competitive  Local  Exchange  Carriers
("CLECs"), New Rochelle Telephone Corp. and Telecarrier Services Inc. Since July
2005, we have used our financial resources to further build and enhance our VoIP
operations in lieu of telemarketing new CLEC customers.  Consequently,  our CLEC
sales have  declined,  but new leads for, and our  signings  of, VoIP  wholesale
accounts have increased.  We have  determined to continue  investing in our VoIP
business,  even to the  detriment of our CLEC  business,  because of the rapidly
growing market  opportunities and cost efficiencies for VoIP carriers.  To date,
however, our VoIP sales have not been material.

         At July  14,  2006,  we had 30 VoIP  wholesale  accounts,  representing
approximately 3,200 VoIP lines. Of these accounts, 17 are now sending us orders.
We are  unable to  project  when  individual  wholesale  customers  will send us
orders, as sales by our wholesale  customers are dependent upon how and when the
wholesale  customer  plans to  resell  our VoIP  product.  Based on  information
furnished us by our existing wholesale customers,  we estimate that, on average,
a mature  wholesale  customer  will have  approximately  5,000  lines.  However,
individual  wholesale  customers  will  mature at  different  rates and many are
likely to require two years or more to mature.  We are currently in  discussions
with  more  than 40  potential  wholesale  customers  that  are  seeking  a VoIP
solution.

         Our gross profit for the six-month  period ended May 31, 2006 decreased
by  approximately  $2,248,000 to  approximately  $1,877,000  from  approximately
$4,125,000  reported in the  six-month  period  ended May 31,  2005.  During the
six-month  period ended May 31, 2006, our gross profit  percentage  decreased to
40.3% from 47.5% during the comparable period of 2005. The decrease in our gross
profit resulted  primarily from the decrease in the size of our customer base in
first  half of fiscal  2006  relative  to the first  half of  fiscal  2005.  The
decrease in our gross profit percentage during the 2006 period resulted from the
higher cost of services that we are now incurring  under our wholesale  services
agreement with Verizon and higher VoIP network costs we are  experiencing due to
the low utilization rate of our VoIP facilities.  In addition, we incurred costs
due to the transfer of approximately 5,000 Telecarrier Services lines to the New
Rochelle Telephone's Verizon wholesale services agreement, which has higher port
charges and one-time  switch fees.  While it is difficult  for us to predict the
gross  margins we will achieve on our VoIP lines  because we are offering both a
wholesale  and a retail  product  and the gross  margin  will be impacted by the
product  mix,  based on  current  pricing,  we  anticipate  that  when we have a
sufficient  quantity of subscribers,  mature wholesale  accounts will generate a
gross margin of  approximately  25% and retail  accounts  will  generate a gross
margin of approximately 55%.

         Selling, general and administrative expenses decreased by approximately
$888,000,  or approximately  26%, to approximately  $2,474,000 for the six-month
period ended May 31, 2006 from approximately  $3,362,000  reported in prior year
fiscal period.  Our  telemarketing  costs decreased by approximately  $1,015,000
during  the 2006  period,  as we did no  telemarketing  during the first half of
fiscal 2006. This decrease was partially offset by increased  personnel costs of
approximately $152,000, the majority of which was related to our VoIP operations
as we hired additional personnel to focus on our marketing and sales efforts.

         Our  bad  debt  expense  decreased  by  approximately   $2,059,000,  or
approximately  92%, to  approximately  $181,000 for the six months ended May 31,
2006 from  approximately  $2,240,000  reported in the prior fiscal period.  This
decrease  was related to the  reduction in the number of

                                       14
<PAGE>

customers  we had  during  the  2006  period  and the fact  that  the  remaining
customers represent a mature base that has more consistently paid their bills.

         Depreciation  and  amortization   expense  increased  by  approximately
$122,000  for the six months  ended May 31,  2006 to  approximately  $180,000 as
compared  to  approximately   $58,000  for  the  same  period  in  fiscal  2005.
Approximately  $54,000 of the increase was for deferred  financing costs related
to our  financing  agreements  and  approximately  $68,000  related  to our VoIP
platform.

         Interest expense  increased by approximately  $342,000 to approximately
$605,000  for the  six-months  ended May 31, 2006 as  compared to  approximately
$263,000  for the  six-months  period  ended  May 31,  2005,  as a result of our
increased  borrowings.  The cash  payment  portion of the  $605,000  in interest
expense amounted to approximately  $162,000.  The remaining balance  represented
the accretion of debt  discounts  using the effective  interest  method over the
term of the related debt.

         Other  income  decreased  by  approximately  $8,000,  to  approximately
$27,000  for the six- months  ended May 31,  2006 as  compared to  approximately
$35,000 for the  six-months  ended May 31, 2005.  The decrease  resulted  from a
reduction in commission income.

         Warrant  income  for the  six-months  ended May 31,  2006  amounted  to
approximately  $225,000 as compared to income of approximately  $117,000 for the
same period in fiscal  2005.  This  increase was due to the change in the market
value of the warrants issued as part of our financings.

         For the  six-months  period  ended May 31,  2005 we  reported a gain on
sales of investment securities of approximately  $30,000. There were no security
transactions in 2006.

Three Months Ended May 31, 2006 vs. Three Months Ended May 31, 2005
-------------------------------------------------------------------

         Our revenue for the three-month  period ended May 31, 2006 decreased by
approximately  $2,659,000,  or approximately 55%, to approximately $2,156,000 as
compared to approximately  $4,815,000  reported for the three-month period ended
May 31, 2005. The reduction in revenues was directly  related to the decrease in
the customer base or number of local access lines served by our two CLEC's,  New
Rochelle  Telephone Corp. and Telecarrier  Services Inc. As discussed  above, in
lieu of  telemarketing  new CLEC customers,  we used our financial  resources to
further build and enhance our VoIP operations.

         Our  gross  profit  for the  three-month  period  ended  May  31,  2006
decreased  by   approximately   $1,517,000   to   approximately   $800,000  from
approximately  $2,317,000 reported in the three-month period ended May 31, 2005.
During the  three-month  period ended May 31, 2006, our gross profit  percentage
decreased to 37.1% from 48.1% during the  comparable  2005 period.  As discussed
above, the decrease in our gross profit resulted  primarily from the decrease in
the size of our customer  base in first  quarter of fiscal 2006  relative to the
first  quarter in fiscal  2005,  the  higher  cost of  services  that we are now
incurring  under our wholesale  services  agreement with Verizon and higher VoIP
network costs due to the low utilization rate of our VoIP facilities.

                                       15
<PAGE>

         Selling, general and administrative expenses decreased by approximately
$683,000, or approximately 36%, to approximately  $1,228,000 for the three-month
period ended May 31, 2006 from approximately  $1,911,000  reported in prior year
fiscal period.  Our  telemarketing  costs  decreased by  approximately  $576,000
during the 2006 period,  as we did no telemarketing  during the first quarter of
fiscal 2006.

         Our  bad  debt  expense  decreased  by  approximately   $1,431,000,  or
approximately  96%, to approximately  $64,000 for the three months ended May 31,
2006 from  approximately  $1,495,000  reported in the prior fiscal period.  This
decrease  was related to the  reduction in the number of customers we had during
the 2006  period and the fact that the  remaining  customers  represent a mature
base that has more consistently paid their bills.

         Depreciation  and  amortization   expense  increased  by  approximately
$50,000  for the  three-months  ended May 31, 2006 to  approximately  $93,000 as
compared  to  approximately   $43,000  for  the  same  period  in  fiscal  2005.
Approximately  $12,000 of the increase was for deferred  financing costs related
to our  financing  agreements  and  approximately  $38,000  related  to our VoIP
platform.

         Interest expense  increased by approximately  $102,000 to approximately
$323,000 for the  three-months  ended May 31, 2006 as compared to  approximately
$221,000 for the  three-months  period  ended May 31,  2005,  as a result of our
increased  borrowings.  The cash  payment  portion of the  $323,000  in interest
expense amounted to approximately $87,000. The remaining balance represented the
accretion of debt discounts using the effective interest method over the term of
the related debt.

         Other  income  decreased  by  approximately  $5,000,  to  approximately
$12,000 for the  three-months  ended May 31,  2006 as compared to  approximately
$18,000 for the  three-months  ended May 31, 2005. The decrease  resulted from a
reduction in commission income.

         Warrant  income for the  three-months  ended May 31,  2006  amounted to
approximately  $247,000 compared to income of approximately $70,000 for the same
period in fiscal 2005. The increase was due to the change in the market value of
the warrants we issued as part of our financings.

         For the  three-months  period ended May 31, 2005, we reported a gain on
sales of investment securities of approximately  $30,000. There were no security
transactions in 2006.

Liquidity and Capital Resources
-------------------------------

         At May 31,  2006,  we had cash and cash  equivalents  of  approximately
$456,000 and negative working capital of approximately  $2,130,000.  We received
additional  cash of  $575,500  on June 2,  2006  from  the  realization  of loan
proceeds receivable from our May 31, 2006 financing with Laurus.

         Net cash used in operating activities aggregated approximately $882,000
and  $1,663,000  in  the  six-month   periods  ended  May  31,  2006  and  2005,
respectively.  The  principal  use of cash in  fiscal  2006 was the loss for the
period of approximately $1,311,000. The principal use of cash in fiscal 2005 was
the loss for the period of approximately $1,621,000.

                                       16
<PAGE>

         Net cash used in investing activities in the six-month period ended May
31, 2006 and 2005 aggregated approximately $178,000 and $213,000,  respectively,
resulting primarily from expenditures related to our VoIP initiative.

         Net cash  provided by  financing  activities  aggregated  approximately
$1,311,000 and $1,995,000 in the six-month  periods ended May 31, 2006 and 2005,
respectively. In fiscal 2006, net cash provided by financing activities resulted
from the  proceeds of long-term  notes of  approximately  $1,753,500,  which was
partially offset by the repayment of short-term debt of approximately  $328,000.
In fiscal 2005,  net cash  provided by financing  activities  resulted  from the
proceeds of short-term  and long-term  notes of  approximately  $1,745,000,  and
short-term borrowings of approximately $274,000.

         For the six-months ended May 31, 2006, we had approximately $178,000 in
capital expenditures primarily related to our VoIP initiative. We expect to make
equipment  purchases of  approximately  $100,000 to $200,000 in the third fiscal
quarter of 2006.  We expect  that other  capital  expenditures  over the next 12
months will relate  primarily to a continued  roll-out of VoIP services and will
be required only to support a growing customer base of VoIP subscribers.

         The report of our independent  registered public accounting firm on our
2005 financial statements indicates there is substantial doubt about our ability
to continue as a going  concern.  We have  sustained net losses from  operations
during the last three years,  as we have worked to build our customer base since
the sale of almost all of our customers on December 31, 2002,  and  subsequently
worked to build the software and  back-office  systems  required to provide VoIP
telephony services.  Our operating losses have been funded primarily through the
sale of non-operating  assets, the issuance of equity securities and borrowings.
We believe our current  cash  resources  will not be  sufficient  to finance our
operations for the next 12 months. Accordingly, we believe we will have to raise
additional  cash  from  investors  and/or  sell  certain  assets,  or buy  other
operations  that  generate  cash flow. We continue to work on the purchase of an
acquisition  candidate  that  will  provide  additional  monthly  cash  flow  of
approximately $50,000 a month to our operations.  However, we have not yet set a
closing date with the seller and we cannot provide any level of assurance,  that
the purchase will be  completed.  We continue to look for other  candidates  and
growth  opportunities as we seek additional equity or debt financing in order to
achieve our overall  business  objectives.  There can be no assurance  that such
financing will be available, or, if available,  will be at a price that would be
acceptable to us. Our failure to generate sufficient revenues,  raise additional
capital or reduce certain discretionary spending could have an adverse impact on
our ability to achieve our longer-term business objectives,  and would adversely
affect our ability to continue operating as a going concern.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

         Our debt is  primarily  under  three  borrowing  arrangements  with one
lender  and  such  borrowings  are at the  rate of 2% over the  prime  rate.  We
currently do not use interest rate derivative instruments to manage our exposure
to interest rate changes.  As a result of warrant  issuances,  lender discounts,
and debt  modifications  the effective  rate of interest has been  calculated at
rates of approximately  38% on our February 2005 financing,  47% on our November
2005 financing and 1,828% on our May 2006 financing.

                                       17
<PAGE>

Item 4.  Controls and Procedures

         (a)  Disclosure  Controls  and  Procedures.  Our  management,  with the
participation  of our  chief  executive  officer/chief  financial  officer,  has
evaluated the  effectiveness of our disclosure  controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange
Act of 1934,  as  amended  (the  "Exchange  Act")),  as of the end of the period
covered  by  this  Report.  Based  on  such  evaluation,   our  chief  executive
officer/chief  financial  officer  has  concluded  that,  as of the  end of such
period, for the reasons set forth below, our disclosure  controls and procedures
were not effective.  We are presently  taking the necessary steps to improve the
effectiveness of such disclosure controls and procedures.

         (b) Internal Control Over Financial Reporting.  There have not been any
changes in our  internal  controls  over  financial  reporting  (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
second quarter of 2006 that have materially  affected,  or are reasonably likely
to  materially  affect,  our  internal  control  over  financial  reporting.  In
connection  with our year-end  November 30, 2005 audit,  our  management  became
aware of a lack of staffing within our accounting  department,  both in terms of
the small number of employees  performing our financial and accounting functions
and their lack of  experience  to account  for complex  financial  transactions.
Management believes the lack of qualified personnel,  in the aggregate,  amounts
to a material weakness in our internal control over financial reporting. We will
continue  to  evaluate  the  employees  involved,  the  need to  engage  outside
consultants  with  technical  and  accounting-related  expertise to assist us in
accounting  for  complex  financial  transactions  and the hiring of  additional
accounting staff with complex financing experience.

         We are also  evaluating our internal  controls  systems so that when we
are  required  to do so,  our  management  will be able to  report  on,  and our
independent auditors to attest to, our internal controls, as required by Section
404 of the  Sarbanes-Oxley  Act of 2002.  We will be  performing  the system and
process  evaluation and testing (and any necessary  remediation)  required in an
effort to comply  with the  management  certification  and  auditor  attestation
requirements  of Section 404 of the  Sarbanes-Oxley  Act. In connection with our
year-end  November 30, 2005 audit,  we have  identified  the  following  control
deficiencies and issues with our internal controls over financial reporting that
we believe  amount in the aggregate to a significant  deficiency in our internal
controls over financial reporting:

                 Due to the  voluminous  nature  of  state  and  local
        telecom  taxes  and the small  quantity  of taxes  payable  to
        certain municipalities,  we do not remit all our telecom taxes
        in a timely manner.  Certain taxes that we should be remitting
        on a monthly basis,  are remitted  quarterly or  semi-annually
        because many of the checks and returns that we are  processing
        are for insignificant amounts. We are aware of other telephone
        companies that follow this process. We continue to monitor the
        responses,  if  any,  we  receive  from  the  tax  authorities
        regarding  late filings and we intend to remit such taxes in a
        timely manner in the future.

                                       18
<PAGE>

                            eLEC COMMUNICATIONS CORP.
                            PART II-OTHER INFORMATION




Item 6.       Exhibits
-------       --------

              Exhibit
              Number                            Description

                  31.1     Certification  of our  Chief  Executive  Officer  and
                           Chief Financial Officer, Paul H. Riss, Pursuant to 18
                           U.S.C. 1350 (Section 302 of the Sarbanes-Oxley Act of
                           2002)

                  32.1     Certification  of our  Chief  Executive  Officer  and
                           Chief Financial Officer, Paul H. Riss, Pursuant to 18
                           U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of
                           2002)



                                       19
<PAGE>



                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                eLEC Communications Corp.



Date:  July 14, 2006                                  By:   /s/ Paul H. Riss
                                                         ----------------------
                                                      Paul H. Riss
                                                      Chief Executive Officer
                                                      (Principal Financial and
                                                         Accounting Officer)




                                       20
<PAGE>



                                  EXHIBIT INDEX

                 Exhibit
                 Number                      Description

                  31.1     Certification  of our  Chief  Executive  Officer  and
                           Chief Financial Officer, Paul H. Riss, Pursuant to 18
                           U.S.C. 1350 (Section 302 of the Sarbanes-Oxley Act of
                           2002)

                  32.1     Certification  of our  Chief  Executive  Officer  and
                           Chief Financial Officer, Paul H. Riss, Pursuant to 18
                           U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of
                           2002)



                                       21