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

                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended February 28, 2005.
                               -----------------

                                       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 Small Business Issuer 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)

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

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

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
|_|.

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest  practicable  date:  16,759,782 shares of Common
Stock, par value $.10 per share, as of April 1, 2005.

<PAGE>

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

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

                   eLEC Communications Corp. and Subsidiaries
                      Condensed Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                                         Feb. 28, 2005
                                                                         -------------
                                                                           (Unaudited)
<S>                                                                       <C>
Assets
Current assets:
 Cash and cash equivalents                                                $  1,552,349
 Accounts receivable, net                                                    1,660,152
 Prepaid expenses and other current assets                                      12,849
                                                                          ------------
Total current assets                                                         3,225,350

Property, plant and equipment, net                                             291,967

Other assets                                                                    55,204

Deferred finance costs                                                         342,157
                                                                          ------------
Total assets                                                              $  3,914,678
                                                                          ============

Liabilities and stockholders' equity deficiency
Current liabilities:
 Short-term borrowings                                                    $    280,320
 Current maturities of long-term debt and capital lease obligations            638,161
 Accounts payable and accrued expenses                                       2,399,209
 Taxes payable                                                                 755,741
 Due to related party                                                           36,363
 Deferred revenue                                                              407,666
                                                                          ------------
Total current liabilities                                                    4,517,460
                                                                          ------------

Long-term debt                                                                 669,017

Stockholders' equity deficiency:
 Common stock $.10 par value, 50,000,000 shares authorized,
   16,759,282 shares issued                                                  1,675,928
 Capital in excess of par value                                             26,400,644
 Deficit                                                                   (29,345,535)
 Accumulated other comprehensive loss, unrealized loss on securities            (2,836)
                                                                          ------------
   Total stockholders' equity deficiency                                    (1,271,799)
                                                                          ------------
Total liabilities and stockholders' equity deficiency                     $  3,914,678
                                                                          ============
</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 Three Months Ended
                                                             Feb. 28, 2005      Feb. 29, 2004
                                                             -------------      -------------
<S>                                                           <C>                <C>
Revenues                                                      $  3,863,479       $  1,873,992
                                                              ------------       ------------

Costs and expenses:
  Costs of services                                              2,055,539            880,075
  Selling, general and administrative                            2,221,007            936,646
  Depreciation and amortization                                      1,355              3,858
                                                              ------------       ------------
         Total costs and expenses                                4,277,901          1,820,579
                                                              ------------       ------------

Income (loss) from operations                                     (414,422)            53,413
                                                              ------------       ------------

Other income (expense):
  Interest expense                                                 (51,616)            (2,762)
  Change in warrant valuation                                       47,089                 --
  Interest and other income                                         17,264             29,081
                                                              ------------       ------------
         Total other income                                         12,737             26,319
                                                              ------------       ------------

Income (loss) before bankruptcy reorganization items and
income tax benefit                                                (401,685)            79,732
                                                              ------------       ------------

Reorganization items:
   Gain on settlement with creditors                                    --             51,474
   Professional fees                                                    --           (120,066)
                                                              ------------       ------------
                                                                        --            (68,592)
                                                              ------------       ------------

Income (loss) before income tax benefit                           (401,685)            11,140

Income tax benefit                                                      --            (45,000)
                                                              ------------       ------------

Net income (loss)                                                 (401,685)            56,140

Other comprehensive loss - unrealized
loss on marketable securities                                         (585)                --
                                                              ------------       ------------

Comprehensive income (loss)                                      ($402,270)      $     56,140
                                                              ============       ============

Basic and diluted earnings (loss) per share                         ($0.02)      $       0.00
                                                              ============       ============

Weighted average number of common shares outstanding
    Basic                                                       16,681,726         16,257,667
                                                              ============       ============
    Diluted                                                     16,681,726         16,568,565
                                                              ============       ============
</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 Three Months Ended
                                                                Feb. 28, 2005    Feb. 29, 2004
                                                                -------------    -------------
<S>                                                              <C>               <C>
Net cash used in operating activities:                             ($771,279)       ($58,581)
                                                                 -----------       ---------

Cash flows used in investing activities:
   Purchase of property and equipment                               (100,910)             --
                                                                 -----------       ---------
Net cash used in investing activities                               (100,910)             --
                                                                 -----------       ---------

Cash flows from financing activities:
   Repayment of long-term debt                                                        (1,731)
   Proceeds form the exercise of options                              34,500              --
   Proceeds from notes, warrants and common stock issuances        2,018,186              --
                                                                 -----------       ---------
   Net cash provided by (used in) financing activities             2,052,686          (1,731)
                                                                 -----------       ---------

Increase (decrease) in cash and cash equivalents                   1,180,497         (60,312)
Cash and cash equivalents at beginning of period                     371,852         669,022
                                                                 -----------       ---------
Cash and cash equivalents at the end of period                   $ 1,552,349       $ 608,710
                                                                 ===========       =========
</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 unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the  instructions  to Form 10-QSB of Regulation
S-B.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating results for the three-month  period ended February 28, 2005
are not necessarily  indicative of the results that may be expected for the year
ended  November 30, 2005.  For further  information,  refer to the  consolidated
financial statements and footnotes thereto included in our Annual Report on Form
10-KSB for the year ended November 30, 2004.

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

On December 17, 2004,  we sold a promissory  note (the "Note") in the  principal
amount of  approximately  $328,767 and 160,000 shares of our  restricted  common
stock to an unaffiliated  party for $300,000 of which $32,000 has been allocated
to common  stock  issuances.  The Note is payable on  December  17,  2005 and is
unsecured.  The Note  requires us to spend the proceeds of the Note on sales and
marketing efforts.  We recorded costs of $36,314 in connection with the issuance
of the Note which are being amortized over the term of the Note. Amortization of
these costs for the three-month  period ended February 28, 2005 was $13,850,  of
which $7,362 was included in our selling,  general and  administrative  expenses
("SG&A") as financing  costs and $6,488  allocated to the $32,000 debt  discount
was included in interest expense using the effective interest method.

On February 8, 2005, we entered into a secured financing arrangement with Laurus
Master Fund,  Ltd.  ("Laurus").  The financing  consists of a $2 million secured
convertible term note (the  "Convertible  Note") that bears interest at the rate
of prime (as published in the Wall Street Journal),  plus three percent (8.5% as
of February 28, 2005) that was initially scheduled to mature on February 8, 2006
but was  subsequently  extended  to February 8, 2008.  The  Convertible  Note is
convertible  into shares of our common stock at an initial  fixed price of $0.63
per share.  The fixed  conversion  price of the  Convertible  Note is subject to
anti-dilution  protection,  on a  weighted-average  basis,  upon our issuance of
additional  shares of our  common  stock at a price  that is less than the fixed
conversion price.

In connection with the financing, Laurus was also issued warrants to purchase up
to 793,650 shares of our common stock.  The warrants are exercisable as follows:
264,550  shares at $0.72 per  share;  264,550  shares at $0.79 per share and the
balance  at  $0.95  per  share.  The  underlying   contracts  contained  certain
provisions  where  there  is a  provision  for a  cash  settlement.  EITF  00-19
precludes classifying the warrants as equity, since all of the conditions stated
in  paragraphs  14-32 of EITF 00-19 were not  satisfied,  and  accordingly,  the
warrants have been classified as debt. The proceeds of the Convertible Note were
allocated first to the fair value of the warrants  (liability) and the remainder
to the debt instrument.  We computed the beneficial  conversion feature embedded
in


                                       5
<PAGE>

the debt instrument using the effective conversion price in accordance with EITF
98-5,  EITF 00-19 and EITF 00-27. We recorded (i) debt discounts of $504,128 for
the valuation of the 793,650 warrants issued with the Convertible Note (computed
using a Black-Scholes model with an interest rate of 2.31%,  volatility of 158%,
zero  dividends  and  expected  term of  seven  years);  (ii)  $610,628  for the
beneficial  conversion  feature  inherent  in the  Convertible  Note  and  (iii)
$106,500 for debt issue costs paid to affiliates of the lender. In addition,  we
issued to Source  Capital Group Inc., an  investment  banking firm,  warrants to
purchase  up to 253,968  shares of our  common  stock as  additional  debt issue
costs.  These warrants were valued at $149,783 using the Black-Scholes  model as
above.  Total debt  issuance  costs  incurred to third parties for arranging the
financing  aggregated  $313,363,  including  the value of the warrants to Source
Capital Group Inc.  Amortization of these costs for the three-month period ended
February  28,  2005  was  $57,452,  of which  $18,157  was  included  in SG&A as
financing  costs and $39,295 was  included in interest  expense.  Discounts  are
being amortized over one year, the initial term of the Convertible  Note,  using
the  effective  interest  method.  The  warrant  liability  is  adjusted at each
reporting  date to fair  market  value  using  the  Black-Scholes  model  with a
corresponding charge or credit to income.

To secure the payment of all  obligations  to Laurus,  we entered  into a Master
Security  Agreement  that  assigns  and grants to Laurus a  continuing  security
interest in all of the  following  property now owned or at any time acquired by
us or our  subsidiaries,  or in which any assignor now has or at any time in the
future may acquire any right,  title or interest:  all cash,  cash  equivalents,
accounts, deposit accounts, inventory, equipment, goods, documents,  instruments
(including,  without  limitation,  promissory notes),  contract rights,  general
tangibles,   chattel  paper,   supporting   obligations,   investment  property,
letter-of-credit  rights,  trademarks,  trademark applications,  patents, patent
applications,  copyrights,  copyright  applications,  and any other intellectual
property,  in each case, in which any assignor now has or may acquire any right,
title or  interest,  all  proceeds  and  products  thereof  (including,  without
limitation,   proceeds  of  insurance)   and  all   additions,   accessions  and
substitutions. In the event any assignor wishes to finance an acquisition in the
ordinary course of business of any hereafter-acquired equipment and has obtained
a commitment from a financing source to finance such equipment from an unrelated
third  party,  Laurus  has  agreed to  release  its  security  interest  on such
hereafter-acquired equipment so financed by such third party financing source.

The Convertible Note is to be repaid using cash or an equity conversion  option;
the details of both methods for  repayment  are as follows:  Beginning on May 1,
2005,  which is the first  scheduled  payment  date,  we are  obligated  to make
monthly  payments to Laurus on each repayment date until the maturity date, each
in the amount of $60,606, together with any accrued and unpaid interest to date.
By the fifth business day prior to each amortization date, Laurus may deliver to
us a written  notice  directing  that the  monthly  amount  payable  on the next
repayment  date shall be paid in either  shares of common stock or a combination
of cash and common stock. If a repayment notice is not delivered by Laurus on or
before the applicable  notice date for any repayment date, then we are obligated
to pay the monthly amount due in cash. Any portion of the monthly amount paid in
cash shall be paid to Laurus in an amount equal to 102% of the principal portion
of the monthly  amount due. If Laurus  elects to receive all or a portion of the
monthly  amount in shares of our common  stock,  the number of such shares to be
issued by us will be determined by dividing the portion of the monthly amount to
be paid in shares of common stock,  by the applicable  fixed  conversion  price,
which is presently $0.63 per share.

A registration rights agreement was executed requiring us to register the shares
of our common stock underlying the Convertible Note and warrants so as to permit
the  public  resale  thereof.


                                       6
<PAGE>

Liquidated damages in the amount of 2% of the Convertible Note balance per month
accrue if the  registration  statement  has not been  declared  effective by the
Securities and Exchange  Commission by June 8, 2005. The registration  statement
was filed with the Securities and Exchange  Commission on March 31, 2005 but has
not yet been declared effective.

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

During the three-month periods ended February 28, 2005 and February 29, 2004, no
one customer accounted for more than 10% of revenue.

Note 4-Income Taxes
-------------------

At November 30, 2004, we had net operating loss carryforwards for Federal income
tax  purposes of  approximately  $20,850,000  expiring in the years 2008 through
2024. There is an annual limitation of approximately $187,000 on the utilization
of approximately  $2,450,000 of such net operating loss carryforwards  under the
provisions of Internal Revenue Code Section 382.

Note 5- Earnings (Loss) Per Common Share
----------------------------------------

Basic  earnings  (loss) per common share are  calculated  by dividing net income
(loss) by the weighted  average number of common shares  outstanding  during the
period.  Diluted  earnings per share is calculated by dividing net income by the
sum of the  weighted  average  number  of  common  shares  outstanding  plus all
additional  common  shares  that  would  have been  outstanding  if  potentially
dilutive  securities had been issued unless such inclusion  reduced the loss per
share. A  reconciliation  of the shares used in the computation of our basic and
diluted earnings per common share is as follows:

                                                           Three Months Ended
                                                        2/28/05         2/29/04
                                                        -------         -------

Weighted average common shares outstanding            16,681,726      16,257,667
Dilutive effect of securities                                 --         310,898
                                                      ----------      ----------
                                                      16,681,726      16,568,565
                                                      ==========      ==========

Approximately 8,125,000 and 1,500,000 of our stock options,  warrants and shares
issuable upon the potential  conversion  of the  Convertible  Note were excluded
from the  calculation of diluted  earnings (loss) per share for the three months
ended  February  28, 2005 and February 29, 2004 because the effect would be anti
dilutive.

Note 6-Subsidiary's Plan of Reorganization
------------------------------------------

On April 8, 2004, the United States  Bankruptcy Court for the Southern  District
of New York  confirmed  a Plan of  Reorganization  (the  "Bankruptcy  Plan") for
Telecarrier  Services,  Inc.  ("TSI").  On July 29,  2002,  TSI, a  wholly-owned
subsidiary,  had filed a voluntary  petition for relief under  Chapter 11 of the
Federal  Bankruptcy Code in the United States  Bankruptcy Court for the Southern
District of New York. The Bankruptcy Plan authorized us to disburse  $325,000 to
creditors in full satisfaction of claims amounting to approximately  $1,229,000.
For the year ended


                                       7
<PAGE>

November  30,  2004,  TSI  reported  a gain of  $904,027  as a  result  of being
judicially released from these claims.

For the  three-month  period ended  February  29,  2004,  TSI reported a gain of
approximately   $51,000  as  a  result  of  a   court-stipulated   reduction  in
post-petition   liabilities  (See  Note  10)  and   approximately   $120,000  in
professional  fees.  These items are included under the heading  "Reorganization
items" in our Condensed  Consolidated  Statement of Operations and Comprehensive
Income (Loss).  No such  transactions  occurred in the three-month  period ended
February 28, 2005.


                                       8
<PAGE>

Note 7-Risks and Uncertainties
------------------------------

We buy  substantially all of our  telecommunication  services from Regional Bell
Operating Companies ("RBOCs"),  and are, therefore,  highly dependent upon them.
We believe our  relationship  with the RBOCs from which we purchase  services is
satisfactory.  We also believe  there are other  suppliers of  telecommunication
services  in the  geographical  locations  in  which  we  conduct  business.  In
addition,  we are at risk to regulatory  changes that govern the rates we are to
be charged and the  obligations  of the RBOCs to  interconnect  with, or provide
unbundled  network  elements  to their  competitors.  The FCC and  state  public
utility   commissions   have   adopted   extensive   rules  to   implement   the
Telecommunications  Act of 1996, which sets standards for relationships  between
communications  providers, and they revisit such regulations on an ongoing basis
in response to the evolving  marketplace  and court  decisions.  In light of the
foregoing,  it is possible  that the loss of our  relationship  with the primary
RBOC  that  supplies  us with  wholesale  telephone  services  or a  significant
unfavorable  change in the regulatory  environment would have a severe near-term
impact on our ability to conduct our  telecommunications  business.  In order to
reduce regulatory risks going forward,  our main operating subsidiary has signed
a commercially negotiated wholesale services agreement with two of the RBOCs.

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:

      -     Our  business  strategy  with  respect  to  bundled  local  and long
            distance services may not succeed.

      -     Failure  to  manage,  or  difficulties  in  managing,   our  growth,
            operations  or  restructurings  including  attracting  and retaining
            qualified  personnel and opening up new  territories for its service
            with favorable gross margins.

      -     Dependence on the  availability or  functionality of incumbent local
            telephone  companies'  networks,  as they  relate  to the  unbundled
            network element platform or the resale of such services.

      -     Increased price competition in local and long distance service.

      -     Failure or interruption in our network and information systems.

      -     Changes in government policy, regulation and enforcement.

      -     Failure of our  collection  management  system  and credit  controls
            efforts for customers.

      -     Inability to adapt to technological change.

      -     Competition in the telecommunications industry.

      -     Inability to manage customer attrition and bad debt expense.

      -     Adverse change in our relationship with third party carriers.

      -     Failure or bankruptcy  of other  telecommunications  companies  upon
            whom we rely for services and revenues.

      -     Lack of capital or  borrowing  capacity,  and  inability to generate
            cash flow.


                                       9
<PAGE>

Note 8- Stock-Based Compensation Plans
--------------------------------------

We issue  stock  options to our  employees  and  outside  directors  pursuant to
stockholder-approved  and non-approved stock option programs. We account 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  three  months  ended
February  28, 2005 and February 29,  2004,  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 the option was  amortized  over the vesting  periods,  which range
from  immediate  vesting to three years.  The following  table  illustrates  the
affect on net income  (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":

                                           For the Three Months Ended
                                            2/28/05          2/29/04
                                            -------          -------
Net income (loss), as reported             ($401,685)      $    56,140
Deduct: Total stock-based employee
    compensation expense determined
    under fair value-based method
    for all awards, net of related
    tax effects                              (99,426)          (58,986)
                                         -----------       -----------
Pro forma net income (loss)                ($501,111)          ($2,846)
                                         -----------       -----------
Earnings (loss) per share
  Basic, as reported                           ($.02)      $       .00
  Basic, pro forma                             ($.03)      $       .00

  Diluted, as reported                         ($.02)      $       .00
  Diluted, pro forma                           ($.03)      $       .00

Note 9 Related Party Transactions
---------------------------------

TSI had an  agreement,  effective  January 2, 2002,  with Telco  Services,  Inc.
("Telco"),  a  corporation  owned by a former  shareholder,  under  which  Telco
provided  TSI with  collection,  sales  and  other  services.  As a result  of a
court-stipulated  agreement  between TSI and Telco,  entered into on February 6,
2004,  the amount  owed Telco for such  services  was  reduced by  approximately
$51,000.  Such reduction was reported as a gain for the three-month period ended
February 29, 2004 (See Note 6).

During the three-month periods ended February 28, 2005 and February 29, 2004, we
billed Cordia  Corporation  ("Cordia"),  a related party,  $23,403 and $135,322,
respectively,  for telecommunications services, commissions and other costs, and
Cordia  billed us $137,807 and  $51,099,  respectively,  for  telecommunications
services and other costs. As of February 28, 2005, we owed Cordia $36,363.


                                       10
<PAGE>

Note 10-Reclassification
------------------------

Certain 2004 amounts related to the bankruptcy of TSI have been  reclassified to
conform to the 2005 presentation.

Note 11-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  three-month  periods ended  February 28, 2005 and February 29, 2004, we
recorded pension expense of $24,000 for each fiscal period.  We did not make any
pension  contributions  in the  first  fiscal  period  of 2005 but we  expect to
contribute  $100,000 to our defined  benefit plan in fiscal  2005.  In the first
fiscal period of 2004, we contributed  $26,000 to our defined  benefit plan. 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%. -


                                       11
<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 the financial  condition,  results
of operations and business of the Company, 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:  (1) the availability of additional funds to successfully pursue our
business plan; (2) the impact of changes the Federal  Communications  Commission
or State Public Service Commissions may make to existing  telecommunication laws
and regulations;  (3) the cooperation of incumbent  carriers in implementing the
unbundled  network  elements  platform  required by the  Federal  Communications
Commission;  (4)  our  ability  to  maintain,  attract  and  integrate  internal
management,  technical  information and management  information systems; (5) our
ability to market  our  services  to  current  and new  customers  and  generate
customer demand for our product and services in the geographical  areas in which
we  operate;  (6) our  success  in  gaining  regulatory  approval  to access new
markets;  (7) our ability to  negotiate  and maintain  suitable  interconnection
agreements with the incumbent carriers;  (8) the availability and maintenance of
suitable vendor  relationships,  in a timely manner, at reasonable cost; (9) the
intensity of competition;  and (10) general economic conditions. 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 the  uncertainties  that
surround such statements, prospective investors are cautioned not to place undue
reliance on such forward-looking statements.

Overview

eLEC Communications Corp. is a telecommunications  service holding company, with
operations  in  three   wholly-owned   subsidiaries  that  focus  on  delivering
integrated  telephone  service  by  leasing  landlines  as a  competitive  local
exchange carrier ("CLEC") and by utilizing  high-speed  Internet  connections to
provide  Voice  over  Internet  Protocol  ("VoIP")  services.   We  offer  small
businesses and  residential  consumers an integrated  set of  telecommunications
products and services,  including  local  exchange,  local access,  domestic and
international  long distance  telephone,  VoIP, and a full suite of features and
calling plans.

Almost all of the local  telephone calls made by our customers are routed over a
circuit-switched  network that we lease from Verizon Services Corp. ("Verizon").
Although we plan to increase the


                                       12
<PAGE>

number of local  access  lines that we route  over the  Verizon  network  during
fiscal  2005,  we also plan to use other  networks  by offering  local  exchange
services on the Qwest Corporation  ("Qwest") network in some of the 14 states in
which Qwest is the incumbent  local  exchange  carrier  ("ILEC") and by offering
VoIP  services  on an  Internet  network  over  which  our  customers  will make
telephone  calls  through  a  high-speed  Internet  connection.  When we route a
telephone call by our customers over an Internet  network,  a carrier other than
Verizon  or Qwest  will  terminate  the call  for us into  the  public  switched
telephone network  ("PSTN").  We also are able to terminate some calls ourselves
that are made by our  customers,  in which  cases we do not incur  any  marginal
costs for such calls.

Until  December  31,  2004,  both of our CLEC  subsidiaries  leased  lines  from
Verizon,  using  the  unbundled  network  elements  platform  ("UNE-P")  service
offering.  UNE-P allowed us to lease the network elements we needed, such as the
local line and local circuit switching, so that we could provide local dial tone
service to our customers.

UNE-P,  however, has been the subject of various court battles between the CLECs
and ILECs that have  resulted in an Order on Remand in WC Docket No.  04-313 and
CC Docket No.  01-338,  released on February 4, 2005 (the "TRO Remand Order") by
the Federal Communications  Commission ("FCC"). The TRO Remand Order effectively
made local circuit  switching under UNE-P unavailable to CLECs for new orders as
of March  11,  2005.  For  existing  customers,  the FCC  announced  a  one-year
transition  period  during  which a CLEC will be  obligated  to pay an immediate
monthly price increase of $1 per line for existing customer's switching.  During
this transition  period,  the CLEC's embedded customer base can remain on UNE-P,
as the CLEC attempts to find an  appropriate  network to transition  to, such as
its own network,  a resale network from the RBOC, or a competitive  network from
another  carrier.  We plan to use  this  transition  period  for one of our CLEC
subsidiaries,  TSI, as TSI had been operating on the UNE-P service  offering and
currently has no other arrangements to utilize another network.

Although we cannot add any new lines to TSI,  we plan to rapidly  grow our other
CLEC, New Rochelle Telephone Corp.  ("NRTC"),  which will not be impacted by the
regulatory  rulings relating to UNE-P. In February 2005, NRTC signed a wholesale
advantage  services  agreement with Verizon,  effective on January 1, 2005, that
provides  NRTC with all the features  and  functionalities  of  Verizon's  UNE-P
service offering,  plus certain additional  services.  While our costs under the
wholesale  advantage  services agreement are somewhat higher than our costs were
under UNE-P, the agreement locks in this cost structure for five years and gives
us a significant benefit by eliminating the current regulatory uncertainty about
the  future of our CLEC  business.  The  agreement  allows us to plan for steady
high-margin growth in a business that has been our core business since 1999.

We also provide  local and long  distance  telephone  service on a VoIP platform
through our wholly-owned  subsidiary,  VoX Communications Corp. ("VoX").  Unlike
many  other   CLECs,   during   the  past  few  years  we  avoided   buying  any
circuit-switched equipment and instead leased circuit-switched lines from ILECs.
We  believe  packet  telephony  services  represent  a  significant  step in the
advancement  of  telecommunications.  Consequently,  we have focused our network
building efforts on building packet telephony technology and, unlike many of the
new  VoIP  providers,  we have  written  and own the  code to our own  software.
Ultimately,  our goal is to have a wholly-owned  telecommunications network that
generates  revenues and high margins and does not require us to lease facilities
from an ILEC.  If we are no longer  dependent  upon an ILEC,  we will be able to
offer  features  and  services  we develop  that can be turned on and off almost
instantly  without  requiring an ILEC employee to intervene.  We will also lower
our  cost of  services  when we route a


                                       13
<PAGE>

telephone call over our packet-based  network, as we will not be required to pay
an ILEC for line rentals or for call origination, transport and termination.

In the foreseeable future, we will continue to lease lines from the ILECs, as we
have  wholesale  agreements  with Verizon and Qwest that allow us to lease lines
and provide  Plain Old Telephone  Service  ("POTS").  We  anticipate  that these
agreements will allow us to continue to obtain an acceptable gross margin on the
POTS  services  we  provide.  We  plan to  attract  VoIP-only  customers  on our
packet-switched  network  and  eventually  to offer  VoIP  services  to our POTS
customers in NRTC and TSI. Although we believe many of our future customers will
want  VoIP-only  services,  we are finding that many  accounts want VoIP for the
bulk of their  telephony  needs but still  desire  to  maintain  one or two POTS
lines.  We plan to be able to satisfy our  customer  needs for both  services by
maintaining  our CLEC  status and by  continuously  advancing  our VoIP  product
offerings.

We anticipate that the embedded  customers using TSI will be transitioned to our
NRTC network for POTS lines or to our VoX  subsidiary  in the event the customer
is interested in utilizing  VoIP services.  Although  several CLECs have lobbied
for  regulatory  changes,  and plan to continue to do so in an effort to salvage
some of the UNE-P  service  offering,  we are assuming that efforts put forth by
the CLECs will not significantly change the results of the TRO Remand Order. The
announced  merger of AT&T Corp with SBC  Communications  Inc. and  Verizon's and
Qwest's  announced bids for MCI Inc., if completed,  will effectively  eliminate
the two  largest  CLECs,  each of which has been a strong  voice in federal  and
state lobbying efforts related to telecommunications issues.

Plan of Operation

Our financial  condition was  significantly  improved in February 2005,  when we
issued to Laurus a fixed secured  convertible term note that is convertible at a
price of $0.63 per share in the principal amount of $2,000,000.  Laurus required
the note be  repaid  within  one year if we did not  sign a  wholesale  services
agreement  with an  appropriate  carrier.  Our  signing  of a Verizon  wholesale
services  agreement on February 24, 2005 changed the loan to a three-year  term,
payable in thirty-three  equal monthly principal  installments of $60,606,  plus
monthly  interest at prime plus 3%,  beginning on May 1, 2005 (See Note 1). As a
result of these two transactions,  we now have cash balances that we can use for
new  customer  acquisitions,  and a  five-year  agreement  that will allow us to
continue our core business regardless of whether the FCC or state public service
commissions rule in favor of or against UNE-P.

Our primary  methods of obtaining  new  customer  accounts  will  continue to be
through  telemarketing  and outside sales agents. We believe these are effective
low-cost  methods of building  new  accounts,  and our past  history  with these
customer acquisition methods is helpful in planning and budgeting our operations
on a  going-forward  basis.  While we believe our cash balances are adequate for
continued growth, our cash balances may not be sufficient to generate the growth
we desire for our VoIP subsidiary. We plan to reassess our cash requirements for
VoIP on a regular basis as we begin adding customers to our platform.

We expect to have controlled  capital  expenditures  for our VoIP product during
the next 12  months.  The  amount  expended  will  depend on the  demand for our
product.  We  believe we will be able to make such  expenditures  as we grow our
business  so that the  utilization  percentages  of our network


                                       14
<PAGE>

equipment  will remain high.  Until that time,  we do not see a need to purchase
network assets that may remain idle or underutilized.

Three Months Ended February 28, 2005 vs. Three Months Ended February 29, 2004
-----------------------------------------------------------------------------

Our revenue for the  three-month  period ended  February  28, 2005  increased by
approximately  $1,989,000, or approximately 106%, to approximately $3,863,000 as
compared to approximately  $1,874,000  reported for the three-month period ended
February 29, 2004. The growth in revenues was directly  related to the growth in
our customer base or number of local access lines that we served.  We anticipate
revenues  for NRTC to continue to increase in the second  quarter of fiscal 2005
as we work to add new customers.  On the other hand, we anticipate a decrease in
revenue  for  TSI as we do not  plan to add new  customers  in TSI as  discussed
earlier. However, our revenue growth in NRTC many not be as rapid as in the past
as we are  re-evaluating  our  telemarketing  strategy and may determine to call
only businesses and residential prospects who are home owners.

Our gross profit for the three-month period ended February 28, 2005 increased by
approximately  $814,000 to approximately  $1,808,000 from approximately $994,000
reported in the  three-month  period ended  February  29, 2004.  During the same
fiscal  periods,  our gross profit  percentage  decreased to 46.8% from 53%. The
increase  in our  dollars of gross  profit  resulted  from the  increase  in our
customer  base in first  quarter of fiscal  2005 over the first  quarter  fiscal
2004.  The  decrease  in our gross  profit  percentage  during  the 2005  period
resulted from the higher cost of services  that we are now  incurring  under our
wholesale  services  agreement  with  Verizon,  as  compared  to  the  costs  we
previously  incurred under the UNE-P service  offering.  Our selling strategy in
fiscal 2005 is to continue to  penetrate  states that offer the  opportunity  to
achieve higher margins.

SG&A  increased  by  approximately   $1,284,000,   or  approximately   137%,  to
approximately $2,221,000 for the three-month period ended February 28, 2005 from
approximately  $937,000  reported in prior year fiscal period. Of this increase,
approximately $730,000 was for bad debt expense,  approximately $150,000 was for
telemarketing   costs,   approximately   $73,000  was  for  billing  costs,  and
approximately $212,000 was for increased personnel costs, of which approximately
$80,000  was  related  to VoX.  Although  our  marketing  has been  directed  to
consumers  with  acceptable  credit scores,  we recently  adjusted our marketing
strategy  for the  future in order to reduce  our bad debt  expense.  We are now
telemarketing   more  actively  to  small   businesses   and  have  changed  our
requirements  for  residential  customers  so  that  we are  marketing  only  to
consumers who are  homeowners  and have proven  records of good credit  history.
Although this strategy will most likely increase our acquisition costs per line,
we anticipate the extra cost associated with purchasing  homeowner-only leads of
credit-worthy  customers  will decrease our bad debt expense,  which in the most
recent quarter was unacceptable to us.

Depreciation  expense  decreased  to  approximately  $1,000 for the  three-month
period  ended  February  28, 2005 as compared  to  approximately  $4,000 for the
three-month  period  ended  February  29,  2004.  Although we have  limited VoIP
revenues and are  confident  that our VoIP platform is  functional,  we have not
started to amortize the  capitalized  costs of our VoIP platform as we are still
in the final testing stages.  We anticipate that our final live platform,  which
will be  co-located in a major data center,  will be launched  during the second
quarter of fiscal 2005.


                                       15
<PAGE>

Interest expense increased by approximately $49,000 to approximately $52,000 for
the  three-month  period ended  February  28, 2005 as compared to  approximately
$3,000 for the  three-month  period ended  February 29, 2004, as a result of our
recent financing agreements (See Note 1). Interest and other income decreased by
approximately $12,000, to approximately $17,000 for the three-month period ended
February  28,  2005 as  compared to  approximately  $29,000 for the  three-month
period ended February 29, 2004. The decrease resulted primarily from a reduction
in commission income.

For the  three-month  period  ended  February 28,  2005,  we recorded  income of
approximately $47,000, which resulted from the change in the market value of the
warrants issued to Laurus as part of the Laurus  financing (See Note 1). No such
income was recorded in the three-month period ended February 29, 2004.

For the  three-month  period  ended  February  29,  2004,  reorganization  items
included  a gain of  approximately  $51,000  as a result  of a  court-stipulated
reduction in post-petition  liabilities (See Note 10) and approximately $120,000
in professional fees reported by TSI (See Note 6). No such transactions occurred
in the three-month period ended February 28, 2005.

For the three-month period ended February 29, 2004, we recorded a tax benefit of
$45,000,  which resulted from the reduction of an estimated accrual of corporate
tax expense for fiscal 2003.  No such  benefit was recorded for the  three-month
period ended February 28, 2005.

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

At  February  28,  2005,  we had  cash  and cash  equivalents  of  approximately
$1,552,000 and negative working capital of approximately $1,292,000.

Net cash used in  operating  activities  aggregated  approximately  $771,000 and
$59,000 in the  three-month  periods  ended  February  28, 2005 and February 29,
2004, respectively. The principal use of cash in fiscal 2005 was the increase in
accounts  receivable of approximately  $1,157,000,  offset by an increase in the
provision for doubtful  accounts of approximately  $745,000 and the loss for the
period of approximately  $402,000.  The principal use of cash in fiscal 2004 was
the net change in operating assets and  liabilities,  which was partially offset
by the income for the period of approximately $56,000.

Net cash used in investing  activities in the three-month  period ended February
28,  2005   aggregated   approximately   $101,000,   resulting   primarily  from
expenditures related to our VoIP initiative.  There were no investing activities
in the three-month period ended February 29, 2004.

Net cash provided by (used in)  financing  activities  aggregated  approximately
$2,052,686 and ($2,000) in the  three-month  periods ended February 28, 2005 and
February 29, 2004, respectively.  In fiscal 2005, net cash provided by financing
activities  resulted  from the  proceeds  of  short-term  and  long-term  notes,
warrants and stock issuances and the exercise of stock options in the amounts of
approximately  $2,018,000  and $34,500,  respectively.  In fiscal 2004, net cash
used in financing activities resulted from the repayment of debt.

For the  three-month  period  ended  February  28,  2005,  we had  approximately
$101,000 in capital  expenditures  primarily related to our VoIP initiative.  We
expect to make equipment  purchases of  approximately  $50,000 to $75,000 in the
second fiscal  quarter of 2005. We expect that other


                                       16
<PAGE>

capital  expenditures  over  the  next 12  months  will  relate  primarily  to a
continued  roll-out  of VoIP  services  and will only be  required  to support a
growing customer base of VoIP subscribers.

We have stock purchase warrants that entitle us to purchase approximately 95,000
shares of Talk America  Holdings Inc.  ("Talk").  The warrant  exercise price is
$6.30 per share and, at April 1, 2005, our warrants were  in-the-money,  as Talk
common stock was trading at approximately $6.41 per share at such date.

We have  reported  profits  in the  last  two  fiscal  years,  but we have  also
sustained net losses from operations during those periods,  as we have worked to
build our customer base. Our operating  losses have been funded through the sale
of non-operating  assets,  the issuance of equity securities and borrowings.  We
believe that current cash and cash equivalents will be sufficient to finance our
operations  through at least the next twelve  months.  However,  we  continually
evaluate  our cash  needs and growth  opportunities  and we  anticipate  seeking
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,  at a price that would be  acceptable  to us.  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.

Item 3.     Controls and Procedures
-------     -----------------------

            Disclosure Controls and Procedures.  We maintain disclosure controls
and procedures  designed to ensure that information  required to be disclosed in
our  reports  under  the  Securities  Exchange  Act of 1934,  as  amended  ( the
"Exchange Act") is recorded, processed,  summarized and reported within the time
periods  specified in the Exchange Act, and that such information is accumulated
and communicated to our management,  including our chief executive officer/chief
financial officer,  as appropriate to allow timely decisions  regarding required
disclosure.  In designing and evaluating the disclosure controls and procedures,
management  recognized  that any  controls  and  procedures,  no matter how well
designed and operated,  can provide only  reasonable  assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the  cost-benefit  relationship of possible  controls and
procedures.

In  connection  with the  completion  of its audit of,  and the  issuance  of an
unqualified report on, our consolidated financial statements for the fiscal year
ended November 30, 2004, our  independent  auditors,  Nussbaum Yates and Wolpow,
P.C.  ("NYW"),  communicated to our Audit  Committee that the following  matters
involving our internal controls and operations were considered to be "reportable
conditions", as defined under standards established by the American Institute of
Certified Public Accountants or AICPA:

      o     Lack of  quantity of staff,  which led to issues  related to lack of
            segregation  of  duties,   inadequate  supervision,   timeliness  of
            financial reporting and year end closing process; and

      o     Lack of quantity of staff, which led to issues related to the timely
            preparation and filing of municipal telecommunications tax returns.

      o     Lack  of  quantity  of  staff,  which  led  to  tax  payments  being
            classified   as   cost  of   services   and  an   overstatement   of
            telecommunications taxes payable

Reportable  conditions  are matters  coming to the attention of our  independent
auditor that, in its judgment,  relate to significant deficiencies in the design
or operation  of internal  controls  and could  adversely  affect our ability to
record, process, summarize and report financial data consistent with


                                       17
<PAGE>

the assertions of management in the financial statements.  In addition,  NYW has
advised us that it considers the first matter noted above,  which relates to the
lack of a segregation of duties, to be a "material weaknesses" that may increase
the possibility that a material  misstatement in our financial  statements might
not be prevented or detected by our employees in the normal course of performing
their assigned functions.

As  required  by SEC Rule  13a-15(b),  we carried  out an  evaluation  under the
supervision and with the  participation  of our management,  including our chief
executive  officer/chief  financial officer,  of the effectiveness of the design
and  operations  of  our  disclosure  controls  and  procedures.  Based  on  the
foregoing,  our chief executive  officer/chief financial officer determined that
the  deficiencies  identified  by NYW could cause our  disclosure  controls  and
procedures  to be less  effective  at a  reasonable  assurance  level  than  was
desirable.   However,  we  are  actively  seeking  to  remedy  the  deficiencies
identified  herein,  including hiring additional staff to assure  segregation of
duties,  additional review procedures and, timeliness of financial reporting, as
well as preparing and filing  telecommunications tax returns on a monthly basis,
instead of quarterly or  semi-annually.  The our chief  executive  officer/chief
financial  officer  did not note any  other  material  weakness  or  significant
deficiencies in our disclosure  controls and procedures  during this evaluation.
We  continue  to improve  and  refine our  internal  controls.  This  process is
ongoing.

            Internal  Control  Over  Financial  Reporting.  Other  than  for the
matters discussed above, our chief executive officer/chief financial officer has
determined  that our internal  controls and procedures  were effective as of the
end of the period covered by this report.  Other than as described below, in the
first quarter of fiscal 2005, there were no significant  changes in our internal
control over financial  reporting or in other factors that materially  affected,
or are  reasonably  likely to  materially  affect,  our internal  controls  over
financial reporting.

            During fiscal year 2004,  we reported  that we had been  overstating
our  telecommunications  taxes payable for certain taxes we had paid directly to
our carrier.  We have  changed the way we analyze our carrier  bills and our tax
liability  accounts so that both our cost of services and taxes payable accounts
are not overstated,  and we have enhanced the training of personnel  involved in
the various  processes.  We believe these actions have  remediated  the reported
deficiency.


                                       18
<PAGE>

                            eLEC COMMUNICATIONS CORP.
                            -------------------------
                            PART II-OTHER INFORMATION
                            -------------------------

Item 1.     Legal Proceedings
-------     -----------------

            None

Item 2.     Changes in Securities and Purchases of Equity Securities
-------     --------------------------------------------------------

            In December  2005,  we issued an aggregate of 505,000  shares of our
            common  stock.  345,000  shares of our common  stock were  issued in
            conjunction  with the exercise of options granted under our Employee
            Stock Option Plan,  as amended.  160,000  shares of our common stock
            were issued to a lender in conjunction with a financing agreement as
            interest  expense.  Such shares  were  issued in  reliance  upon the
            exemption  from  registration   provided  by  Section  4(2)  of  the
            Securities Act of 1933, as amended,  on the basis that such issuance
            did  not  involve  a  public   offering,   no  underwriter  fees  or
            commissions  were paid in  connection  with such  issuance  and such
            person was an `accredited investor' as defined in Regulation D under
            the Securities Act of 1933, as amended.

Item 3.     Defaults Upon Senior Securities
-------     -------------------------------

            None

Item 4.     Submission of Matters to a Vote of Security Holders
-------     ---------------------------------------------------

            None

Item 5.     Other Information
-------     -----------------

            None

Item 6.     Exhibits and Reports on Form 8-K
-------     --------------------------------

            (a)   Exhibits.

                  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)

            (b)   Reports on Form 8-K

                  On January  24,  2005,  we filed a Current  Report on Form 8-K
                  related  to the  appointment  of Gayle  Greer to our  Board of
                  Directors.


                                       19
<PAGE>

                  On  February  8, 2005,  we filed a Current  Report on Form 8-K
                  related to our  financing  agreement  with Laurus Master Fund,
                  Ltd.

                  On February  24, 2005,  we filed a Current  Report on Form 8-K
                  related  to our  wholesale  services  agreement  with  Verizon
                  Services Corp.


                                       20
<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.


  April 19, 2005                            By:     /s/ Paul H. Riss
-------------------                              -------------------------------
Date                                              Paul H. Riss
                                                  Chief Executive Officer
                                                  (Principal Financial and
                                                   Accounting Officer)


                                       21