SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended August 31, 2003.
                               ---------------

                                       OR

[ ] TRANSITION  REPORT  PURSUANT  TO 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.
--------------------------------------------------------------------------------
          ( 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   White Plains, NY                            10601
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                      (Zip Code)


Issuer'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  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date: 16,058,282 shares of
                                                            --------------------
Common Stock, par value $.10 per share, as of October 1, 2003.
-------------------------------------------------------------

<PAGE>
<TABLE>
<CAPTION>


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

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

                   eLEC Communications Corp. and Subsidiaries
                      Condensed Consolidated Balance Sheet

                                                                      August 31, 2003
                                                                        (Unaudited)
<S>                                                                        <C>
Assets
Current assets:
  Cash and cash equivalents                                                $404,466
   Accounts receivable, net                                                 649,612
   Assets held for sale                                                   1,628,344
   Other investments                                                         20,795
   Due from related party                                                       333
   Prepaid expenses and other current assets                                177,196
                                                                         -----------
   Total current assets                                                   2,880,746

Property, plant  and equipment, net                                          34,805

Other assets                                                                 69,170
                                                                         -----------
Total assets                                                             $2,984,721
                                                                         ===========

Liabilities and stockholders' equity deficiency
Current liabilities:
  Short-term borrowings                                                    $350,000
  Current maturities of long-term debt and capital lease
     obligations                                                          1,125,070
  Accounts payable and accrued expenses                                   4,435,987
  Liabilities assumed in sale                                             5,767,271
  Income taxes payable                                                       34,000
                                                                         -----------
 Total current liabilities                                               11,712,328
                                                                         -----------
Long-term debt and capital lease obligations, less current
     maturities                                                              22,288
                                                                         -----------
Stockholders' equity deficiency:
  Preferred stock, $.10 par value, 1,000,000 shares authorized
    Series B issued, 16 shares,  liquidation  preference $1,000 per
    share                                                                         2
  Common stock $.10 par value, 50,000,000 shares authorized,
    16,069,282 shares issued                                              1,606,928
  Capital in excess of par value                                         25,658,892
  Deficit                                                               (35,988,217)
  Treasury stock at cost, 11,000 shares                                     (27,500)
                                                                         -----------
    Total stockholders' equity deficiency                                (8,749,895)
                                                                         -----------
Total liabilities and stockholders' equity deficiency                    $2,984,721
                                                                         ===========
</TABLE>


See notes to the condensed consolidated financial statements

                                       2


<PAGE>

<TABLE>
<CAPTION>

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

                                                  For the Nine Months Ended      For the Three Months Ended
                                               Aug. 31, 2003    Aug. 31, 2002   Aug. 31, 2003   Aug. 31, 2002
                                               -------------    -------------   -------------   -------------

<S>                                              <C>             <C>             <C>              <C>
Revenues                                         $3,776,334      $11,805,200     $1,275,889       $3,629,517
                                                 ----------      -----------     ----------       ----------

Costs and expenses:
 Costs of services                                1,986,726        7,789,871        649,597        2,305,277
 Selling, general and administrative              3,841,201        7,286,855      1,102,647        2,290,554
 Depreciation and amortization                       80,850          180,546         17,207           44,327
                                                 ----------      -----------     ----------       ----------
               Total costs and expenses           5,908,777       15,257,272      1,769,451        4,640,158
                                                 ----------      -----------     ----------       ----------

Loss from operations                             (2,132,443)      (3,452,072)      (493,562)      (1,010,641)
                                                 ----------      -----------     ----------       ----------
Other income (expense):
Interest expense                                   (105,509)        (386,186)       (36,065)         (87,283)
Interest and other income (loss)                     88,063          (22,237)       (34,300)          10,151
Gain on sale of assets                            3,511,297               --      1,254,442               --
Gain  on sale of  investment  securities  and
other investments                                   121,687        1,380,911         37,926          696,678
                                                 ----------      -----------     ----------       ----------
                                                  3,615,538          972,488      1,222,003          619,546
                                                 ----------      -----------     ----------       ----------


Income (loss) before taxes                       1,483,095        (2,479,584)       728,441         (391,095)


Provision for taxes                                  34,000               --         34,000              --
                                                 ----------      -----------     ----------       ----------
Net income (loss)                                 1,449,095       (2,479,584)       694,441         (391,095)
Other   comprehensive   income  -  unrealized
income on marketable securities                          --           92,258             --           28,910
                                                 ----------      -----------     ----------       ----------

Comprehensive income (loss)                      $1,449,095      ($2,387,326)      $694,441        ($362,185)
                                                 ==========      ===========     ==========       ==========
Basic and diluted earnings (loss) per share           $0.09           ($0.16)         $0.04           ($0.03)
                                                 ==========      ===========     ==========       ==========


Weighted average number of common shares

outstanding
   Basic                                         15,633,829       15,606,818     15,684,369       15,608,282
                                                 ==========      ===========     ==========       ==========
   Diluted                                       15,664,231       15,606,818     15,733,552       15,608,282
                                                 ==========      ===========     ==========       ==========
</TABLE>

                                       3
See notes to the condensed consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>


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


                                                        For the Nine Months Ended
                                                      Aug. 31, 2003  Aug. 31, 2002
                                                     --------------  -------------
<S>                                                    <C>            <C>
Net cash (used in) provided by operating activities:   ($1,099,236)   $ 2,942,305
                                                        ----------    -----------

Cash flows from investing activities:
   Proceeds from sale of investment securities
   and other investments                                   198,273      1,380,911
   Purchase of property and equipment                       (3,200)           --
   Proceeds from the sale of property and equipment         16,025          4,000
   Proceeds from note                                      209,102         43,662
                                                        ----------    -----------
Net cash provided by investing activities                  420,200      1,428,573
                                                        ----------    -----------

Cash flows from financing activities:
   Proceeds from short-term note                           200,000            --
   Repayment of long-term debt                             (55,026)    (4,202,199)
   Proceeds from exercise of stock options                      --         45,000
                                                        ----------    -----------
Net cash provided by (used in) financing activities        144,974     (4,157,119)
                                                        ----------    -----------

(Decrease) increase in cash and cash equivalents         (534,062)        213,759
Cash and cash equivalents at beginning of period           938,528        797,616
                                                        ----------    -----------
Cash and cash equivalents at the end of period          $  404,466    $ 1,011,375
                                                        ==========    ===========
Supplemental disclosures of cash flow information
Cash paid during the period for:
    Interest                                            $  105,509    $   386,186
                                                        ----------    -----------
</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 nine-month period ended August 31, 2003 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended  November 30, 2003.  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, 2002.

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

On August 31, 2003, our financing  arrangements  consisted of a mortgage loan of
$1.1 million due in December 2005, with monthly payments of interest only at the
rate of 11% per annum, and no prepayment penalty,  $200,000 in bridge financing,
including  $100,000 to a related party,  and a $150,000  working capital loan to
our wholly-owned subsidiary,  Telecarrier Services, Inc. ("Telecarrier"),  which
filed for relief under Chapter 11 of the United States Bankruptcy Code. See Note
6. In  conjunction  with the sale of our New Rochelle  headquarters  building on
October 8, 2003,  the above  referenced  mortgage loan and bridge  financing was
paid in full. See Note 11.

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

During the three and nine months ended August 31, 2003 and 2002, no one customer
accounted for more than 10% of revenue.

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

At November 30, 2002, we had net operating loss carryforwards for Federal income
tax  purposes of  approximately  $24,000,000  expiring in the years 2003 through
2022. There is an annual limitation of approximately $187,000 on the utilization
of approximately  $1,500,000 of such net operating loss carryforwards  under the
provisions  of  Internal  Revenue  Code  Section  382. We expect that we will be
subject to certain  alternative  minimum  taxes for the year ended  November 30,
2003,  and have  recorded a provision of $34,000  based on the expected tax rate
for the year.

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

Basic  earnings  (loss) per common  share is  calculated  by dividing net income
(loss) by the weighted  average number of common shares  outstanding  during the
period.  Diluted  earnings (loss) per share is calculated by dividing net income
(loss) 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  (loss) per common  share for the nine and three
months ended August 31, 2003 and 2002 is as follows:

                                       5
<PAGE>


                                                    Nine Months Ended
                                                         August 31,
                                                    2003           2002
                                                 ---------      ----------

Weighted average common shares outstanding       15,633,829     15,606,818
Dilutive effect of securities                        30,402             --
                                                 ----------     ----------
                                                 15,664,231     15,606,818
                                                 ==========     ==========

                                                    Three Months Ended
                                                         August 31,
                                                       2003           2002
                                                 ----------     ----------

Weighted average common shares outstanding       15,684,369     15,608,282
Dilutive effect of securities                        49,183             --
                                                 ----------     ----------
                                                 15,733,552     15,608,282
                                                 ==========     ==========

For the nine and three months ended August 31, 2003 and 2002, the computation of
diluted earnings (loss) per share excludes the effect of the assumed exercise of
approximately  1,750,000 and 3,000,000  stock options,  warrants and convertible
preferred stock that were outstanding because the effect would be anti-dilutive.

Note 6-Petition for Relief Under Chapter 11
-------------------------------------------

On  July  29,  2002  (the  "Petition   Date"),   our  wholly-owned   subsidiary,
Telecarrier,  which has  licenses to resell local and long  distance  service in
four  states,  filed a voluntary  petition  for relief  under  Chapter 11 of the
federal  bankruptcy laws in the United States  Bankruptcy Court for the Southern
District of New York and was assigned Case No. 02-20379 (ASH). Under Chapter 11,
certain  claims  (liabilities  subject to  compromise)  against  Telecarrier  in
existence  prior to the  Petition  Date are stayed while  Telecarrier  continues
business  operations as a  debtor-in-possession.  Additional claims (liabilities
subject to  compromise)  may arise  subsequent to the filing date resulting from
rejection of  executory  contracts,  including  equipment  leases,  and from the
determination  by the court (or  agreed to by parties  in  interest)  of allowed
claims for contingencies and other disputed amounts.

As of August 31, 2003,  Telecarrier had total assets of  approximately  $591,000
and  total  liabilities  of  approximately  $1,333,000,  of which  approximately
$871,000  represented   pre-petition   liabilities  and  approximately  $462,000
represented  post-petition  liabilities.  Pre-petition  liabilities  subject  to
compromise are reflected below:

  Line of credit                                 $150,000
  Trade payables                                  618,000
  Other accrued expenses                          103,000

                                       6
<PAGE>

Note 7-Legal Proceedings
------------------------

On August 31, 2003, our former  wholly-owned  subsidiary,  Essex  Communications
Inc.  ("Essex") (See Note 11 regarding the sale of Essex on September 11, 2003),
was a party to several legal actions over amounts owed to creditors. While legal
counsel  was unable to predict the outcome of these  actions,  we believed  such
actions  would not result in a  liability  that  would  have a material  adverse
effect on our consolidated financial condition. These legal actions were seeking
aggregate   damages  of   approximately   $1,600,000   from  Essex.   Essex  had
counterclaims  for the  actions and it had  accrued  payables  of  approximately
$250,000,  which the  management of Essex  believed was an amount  sufficient to
settle such claims.  See Note 9 below  regarding  the sale of assets by Essex on
December 31, 2002 and see Note 11 regarding the sale of all of the common shares
of our Essex subsidiary on September 11, 2003.

Note 8-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  less   desirable   suppliers  of
telecommunication  services in the  geographical  locations  in which we conduct
business.  In  addition,  we are at risk to price  increases  in the rates RBOCs
charge us, which are determined by individual state public service  commissions.
In light of the  foregoing,  it is possible  that the loss of one or more of our
relationships  with the RBOCs or a significant  unfavorable  change in the state
pricing  regulations  would  have a severe  near-term  impact on our  ability to
conduct our telecommunications business.

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 or long distance service.

-    Failure or interruption in our network or information systems.

-    Changes in government policy, regulation or enforcement.

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

-    Inability to adapt to technological change.

                                       7
<PAGE>


-    Competition in the telecommunications industry.

-    Inability to manage customer attrition or bad debt expense.

-    Adverse change in our relationship with third party carriers.

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

-    Our  operations  are  currently  using  cash,  and  our  cash  position  is
     deteriorating. We may run out of cash and be unable to conduct business.

Note 9-Asset Sale
-----------------

On September 3, 2002, we entered into an agreement with Essex  Acquisition Corp.
("EAC"), a wholly-owned  subsidiary of BiznessOnline.com,  Inc. ("Biz"), to sell
substantially  all the assets of Essex  (amounting to $1,273,945 at December 31,
2002),  for five dollars plus the  assumption  of certain  liabilities  of Essex
amounting to $10,552,512 at December 31, 2002, including all obligations due and
payable to Essex's largest vendor, Verizon Services Corp. ("Verizon").  EAC also
paid us  $270,000  to  reimburse  us for  amounts  paid by us to Essex's  former
lender, Textron Financial Corporation.

The  agreement  with  Verizon   provides  that  Essex  will  remain  liable  for
substantially  all the  obligations  assumed in the sale until such time as they
are paid by EAC. The last publicly available unaudited  financial  statements of
Biz as of June 30, 2002 indicate that Biz had a stockholders'  equity deficiency
of  approximately  $20,500,000 and had negative working capital of approximately
$3,500,000. The most recent independent auditor's report of Biz for the calendar
year 2001 expressed significant doubt about Biz's ability to continue as a going
concern.  These factors  indicate  there is  significant  uncertainty  as to the
ability of Biz and its  subsidiaries to repay the obligations  described  above.
Accordingly,  we only recorded gains on the sale to EAC when Verizon reported to
us that EAC made  payments  to them to reduce  the Essex  obligations  that were
assumed by EAC. In the nine months ended August 31, 2003,  EAC made  payments to
Verizon  and  other of  Essex's  creditors  of  $4,785,000,  which  reduced  the
liabilities of Essex and resulted in gains to us of approximately $3,511,000.

Assets  and  liabilities  transferred  to EAC,  as  adjusted,  consisted  of the
following at December 31, 2002:

         Assets:
           Cash                                         $44,024
           Accounts receivable, net                   1,070,013
           Property and equipment, net                   35,851
           Security deposits                            124,057
                                                    ------------
                                                     $1,273,945
                                                    ============
         Liabilities:
           Accounts payable and accrued expenses     $9,671,563
           Taxes payable                                782,572
           Capital lease obligations                     98,377
                                                    -----------
                                                    $10,552,512
                                                    ============

                                       8
<PAGE>


For the nine months ended August 31, 2003, we recorded a gain on the transaction
of approximately $3,511,000.  This gain was calculated by taking all liabilities
assumed  by EAC that were paid by EAC during the nine  months  ended  August 31,
2003, and subtracting the book value of the assets transferred.

          Assumed liabilities paid by EAC            $4,785,242
          Assets transferred to EAC                   1,273,945
                                                    ------------
          Gain                                       $3,511,297
                                                    ============

For  the  three  months  ended  August  31,  2003,  we  recorded  a gain  on the
transaction of approximately $1,254,000.  This gain was calculated by taking all
liabilities  assumed by EAC that were paid by EAC during the three  months ended
August 31,  2003.  We sold all of the capital  stock of Essex on  September  11,
2003. As a result,  during the fourth quarter, we expect to record the remaining
balance of the gain on this transaction,  amounting to approximately $5,800,000,
as the  liabilities of our former Essex  subsidiary are no longer  includable in
our consolidated financial statements. See Note 11.

The  following  unaudited  pro forma  summary  presents  consolidated  financial
information of our operations for the nine and three-month  periods ended August
31,  2003 and 2002,  as if the sale of Essex's  assets  and stock  (Note 11) had
occurred  at the  beginning  of each  period  presented.  The pro forma  amounts
include certain  adjustments  that eliminate all the operations of Essex for the
periods  presented.  The pro forma information does not necessarily  reflect the
actual  results  that  would  have  occurred  had the  sale  taken  place at the
beginning of the periods  presented,  nor is it  necessarily  indicative  of the
future results at the beginning of of operations of the remaining company:

                                                            Unaudited
                                                     Nine months ended Aug. 31,
                                                    ----------------------------
                                                        2003             2002
                                                     -----------    ------------

Revenues                                             $ 2,883,138    $   204,031
                                                     -----------    ------------
Net loss                                             ($1,757,858)   ($2,598,656)
                                                     -----------    ------------
  Basic and diluted loss per share                   ($     0.11)   ($     0.17)
                                                     -----------    ------------

                                                              Unaudited
                                                     Three months ended Aug. 31,
                                                    ----------------------------
                                                        2003            2002
                                                    ------------    ------------

Revenues                                            $ 1,275,889      $    62,621
                                                    ------------    ------------
Net loss                                            ($  535,638)    ($  302,258)
                                                    ------------    ------------
Basic and diluted loss per share                    ($     0.03)    ($     0.02)
                                                    ------------    ------------

                                       9
<PAGE>


Note 10-Reclassifications
-------------------------

Certain  amounts in the August 31, 2002  Condensed  Consolidated  Statements  of
Operations and Comprehensive Income (Loss), have been reclassified to conform to
the August 31, 2003 presentation.

Note 11- Subsequent Events
--------------------------

On September  11, 2003,  we sold all the  outstanding  capital stock of Essex to
Glad  Holdings LLC, a New Jersey  limited  liability  company,  for an aggregate
purchase  price of $100.  As a result of the sale  during  the  fourth  quarter,
approximately  $7,000,000 of net liabilities of our former Essex  subsidiary are
no longer included in our consolidated financial statements, and accordingly, we
expect to record such amount as gain in the fourth quarter of the current fiscal
year.

On October 8, 2003, we closed on the sale of our corporate  headquarters  at 543
Main Street, New Rochelle, New York to Bluegill Realty, LLC. In conjunction with
the sale of the  building,  we received  proceeds of $2.2  million and used $1.1
million of such proceeds to retire in full the mortgage  note on this  property.
We expect to record a gain on the sale of  approximately  $500,000 in the fourth
quarter of the current fiscal year.

Note 12- Stock-Based Compensation Plans
---------------------------------------

We issue  stock  options to our  employees  and  outside  directors  pursuant to
stockholder-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 is  reflected  in net income  (loss) for the three  months and nine  months
ended August 31, 2003 and 2002, 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 options are amortized  over the vesting  period,  which range from immediate
vesting to three years. The following table illustrates the effect 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 123, as amended
by Statement 148:
<TABLE>
<CAPTION>


                                    For the Three Months Ended   For the Nine Months Ended
                                   Aug. 31, 2003 Aug. 31, 2002  Aug. 31, 2003   Aug. 31, 2002
                                   ------------- -------------  --------------  -------------
<S>                                   <C>           <C>          <C>            <C>
Net income (loss), as reported        $  694,441    ($ 391,095)  $ 1,449,095    ($ 2,479,584)
Deduct: Total stock-based employee
    compensation expense determined
    under fair value-based method
    for all awards, net of related
    tax effects                          (79,929)      (90,978)     (235,153)       (272,935)
                                      ----------    ----------   -----------    ------------
Pro forma net income (loss)           $  614,512    ($ 482,073)  $ 1,213,942    ($ 2,752,519)
Earnings (loss) per share             ----------    ----------   -----------    ------------
  Basic, as reported                  $      .04    ($     .03)  $       .09    ($       .16)
  Basic, pro forma                    $      .04    ($     .03)  $       .08    ($       .18)

  Diluted, as reported                $      .04    ($     .03)  $       .09    ($       .16)
  Diluted, pro forma                  $      .04    ($     .03)  $       .08    ($       .18)

</TABLE>
                                       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"   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  full-service  telecommunications  company that
focuses on developing  integrated  telephone service in the emerging competitive
local  exchange  carrier  ("CLEC")  industry.  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,  data and a full suite of local  features and calling
plans.  We utilize a scalable  operating  platform  that can  provision  a local
telephone line,  provide  dial-tone to our customers,  read usage records,  rate
telephone calls for billing  purposes,  prepare  monthly  invoices to customers,
provide real-time on-line customer support services at our inbound call centers,
capture credit and collection  data,  calculate  gross margins for each line and
perform any moves, adds,  changes and repairs that a customer  requests.  We use
universal client  technology that enables our employees and agents to access our
system from any PC using any Internet browser.

                                       11
<PAGE>


We  believe  that the  Telecommunications  Act of 1996 (the  "Telecommunications
Act"),  which opened the local exchange  market to  competition,  has created an
attractive  opportunity for CLECs.  Like most CLECs,  our entry in this industry
was dependent upon the provisions of the Telecommunications Act that allow CLECs
to lease  various  elements of the  networks  of the  incumbent  local  exchange
carriers  ("ILECs") that are necessary to provide local  telephone  service in a
cost-effective  manner. This aspect of the Telecommunications Act is referred to
as  "unbundling"  the ILEC networks,  and allows us to lease  unbundled  network
elements on an as-needed  basis and provide such  elements to our customers at a
lower cost than that which the ILEC is charging.

Although  we  believe  the  opportunity  for  CLECs  is  attractive,  it is also
challenging.  We must  contend  with  federal and state  government  regulators,
rapidly changing  technologies,  incumbent  carriers that are better staffed and
capitalized  than  us and  real-time  business  partners  that  also  carry  our
customer's  telephone call, whether it is local, long distance or international.
At the same time that we are  managing  these  challenges,  we also must provide
connectivity, superior customer service and a culture of continuous improvement.
Because of the  complexity  of the  business,  we have  focused our  energies on
simplifying   our  working   environment  and  improving   performance   through
automation.

Other   CLECs   have   invested   a   substantial   amount  of  capital  to  buy
circuit-switched  equipment and rollout fiber, only to find that their equipment
is severely  underutilized  and that there is a  significant  shortfall in their
revenue  stream when  compared  to their  capital  investment.  We refer to this
strategy as a "facilities-first"  strategy, because the CLEC has invested in its
equipment  and placed the  equipment in service  before the CLEC has developed a
customer  base.  Our  strategy  is a  "customer-first,"  or  a  "deferred-build"
strategy.  We invested  our  capital in our back  office  systems to support our
customers,  and we lease  network  facilities  on an as-needed  basis from ILECs
while  we  build  our  customer  base.  After  we have  obtained  a  substantial
geographical  concentration of customers,  we will make decisions  regarding the
purchase and installation of our own network equipment.  This strategy allows us
to be more flexible with our customer base as we grow our business.  We can move
our customer base to alternative access, if appropriate,  and we do not become a
captive   of  our  own   underutilized   equipment,   as  can   happen   with  a
"facilities-first"  CLEC.  The  technological  advances  in  equipment  and  the
lowering of equipment prices have substantiated our deferred-build  strategy and
have enabled us to better utilize our limited capital.

When we lease lines from an ILEC, we use the unbundled network elements platform
("UNE-P")  service  offering.  UNE-P allows us to lease the network  elements we
need,  such as the  local  line and the port on a local  switch,  so that we can
provide  local dial tone service to our  customers.  We are capable of providing
virtually all of the same additional  voice services  provided by any ILEC, such
as three-way calling,  call waiting,  call forwarding and caller ID. We sell our
services  at a fee  that is at least  10% and as much as 25% less  than the rate
charged  by the ILEC.  We also  offer a bundled  package  of local and  regional
calling minutes with popular voice service features.

We believe UNE-P is the preferable  platform for any CLEC to operate under while
it is growing and building a customer base. UNE-P has substantial  value because
it  allows  a  CLEC  to  provide  service  with   significantly   lower  capital
requirements than either fiber-based or wireless systems,  and to offer services
to a broader  customer  base more quickly and at a lower  price.  The ability to

                                       12
<PAGE>

rapidly provision accounts and to deliver reliable service at a lower price than
offered by the ILECs should provide us with certain competitive advantages as we
market our  services to small  business  and  residential  customers.  Recently,
several ILECs have petitioned the Federal  Communications  Commission ("FCC") to
make changes to regulatory  requirements for the UNE-P service  offering.  These
ILECs have  attempted to lobby the FCC and state public  utility  commissions to
impose  restrictions on certain  individual  network elements that would destroy
the  competitive  value of the UNE-P  structure.  If the ILECs  succeed in their
lobbying  efforts,  it is likely the resulting  amendments to the existing UNE-P
structure will significantly harm our operations and gross margins.

In March 2002, UNE-P became more valuable to us when the costs charged to us for
providing  local voice services on the UNE-P service  offering in New York State
were lowered.  We believe  current rates are also very  attractive in New Jersey
and Pennsylvania.  Our original CLEC business,  built in our former  subsidiary,
Essex,  began as a reseller with  approximately  10% gross margins.  This former
subsidiary was unable to operate  profitably and we sold the Essex customer base
and related assets on December 31, 2002 and subsequently all of the Common Stock
of  Essex  on  September  11,  2003.   Another  CLEC  subsidiary  that  we  own,
Telecarrier,  is  operating  under the  protection  of Chapter 11 of the Federal
Bankruptcy Code. As with Essex,  Telecarrier  began as a reseller and was unable
to operate profitably.  Our primary operating CLEC, New Rochelle Telephone Corp.
("NRTC"),  is  selling  services  in New York  State  and  Pennsylvania,  and is
currently  achieving gross margins over 45%. As a start-up CLEC, NRTC is not yet
profitable.

We project that with continued  selling of  approximately  500 lines a month, we
can reach a breakeven  level at 12,000  lines.  As of August 31, 2003,  NRTC and
Telecarrier  had a  combined  total  of  10,790  lines.  However  we  intend  to
accelerate our rate of line growth in the short-term so that we can benefit from
increased  revenue  before the end of the year. The increased  selling  expenses
that we intend to incur to  achieve  this  accelerated  growth  will  exceed the
associated  revenue generated in the fourth quarter.  As a result, we anticipate
we will incur an operating  loss in the fourth  quarter,  even though we plan to
end the fourth  quarter with more than 12,000 lines.  We believe an  accelerated
level of growth in the fourth  quarter  will  improve our  operating  results in
future quarters.


Nine Months Ended August 31, 2003 vs. Nine Months Ended August 31, 2002
-----------------------------------------------------------------------

Our net  revenues  for the nine  months  ended  August  31,  2003  decreased  by
approximately  $8,029,000,  or approximately 68%, to approximately $3,776,000 as
compared to approximately  $11,805,000 reported for the nine months ended August
31, 2002. The decrease in sales was directly attributable to the sale of Essex's
customer  base on December 31, 2002,  as  discussed  above.  For the nine months
ended  August  31,  2003,  Essex's  sales  were  approximately  $893,000,  which
represented the sales of this former  subsidiary for the period December 1, 2002
to December 31, 2002,  the date on which  certain of its assets were sold to EAC
(See Note 9).  After the sale of the customer  base on December 31, 2002,  Essex
did not have any  additional  sales.  Sales of $893,000  represent a decrease in
Essex's  sales  for the nine  months  ended  August  31,  2003 of  approximately
$10,708,000,  or 92%, as compared to approximately  $11,601,000 reported for the
nine months ended August 31, 2002. The decrease in Essex's sales was offset,  in
part,  by  aggregate  sales of  approximately  $2,752,000  reported  by NRTC and
Telecarrier,  each of which had no  comparable  sales for the nine months  ended

                                       13
<PAGE>

August 31, 2002. We  anticipate  sales for NRTC and  Telecarrier  to continue to
increase in the fourth quarter of fiscal 2003, as noted above.

Our gross  profit  for the nine  months  ended  August  31,  2003  decreased  by
approximately   $2,225,000  to  approximately   $1,790,000  from   approximately
$4,015,000  reported for the nine months  ended  August 31, 2002,  and the gross
profit  percentage  increased  to 47.4% from 34.0%  reported in the prior fiscal
period.  The  decrease in gross  profit is  directly  related to the sale of the
Essex customer base as discussed above. The increase in gross profit  percentage
reflects our sales  strategy to sell in only those states in which we believe we
will be able to  achieve a margin of at least 40%.  In the first nine  months of
fiscal 2003, NRTC and Telecarrier sold telephone service in New York, New Jersey
and Pennsylvania.  We are currently negotiating for an interconnection agreement
to provide NRTC's  service  offerings to business and  residential  consumers in
Michigan.

Selling, general and administrative expenses ("SG&A") decreased by approximately
$3,446,000,  or  approximately  47%, to  approximately  $3,841,000  for the nine
months ended August 31, 2003 from approximately $7,287,000 reported in the prior
fiscal period.  This decrease in expense was directly related to the curtailment
of  our  Essex  operations  and  our  on  going  efforts  to  implement  various
cost-cutting  measures,  which  included,  among other  things,  a reduction  in
staffing. SG&A expenses incurred by Essex represented  approximately $650,000 of
the  $3,841,000  in SG&A costs for the period ended August 31, 2003.  Currently,
our SG&A costs,  exclusive of Essex,  have averaged  approximately  $350,000 per
month for the first nine months of fiscal 2003,  approximately  $80,000 of which
represented new line acquisition  expenses. In the third quarter of fiscal 2003,
we curtailed our in-house billing and telemarketing  efforts,  and reduced staff
and associated  overhead costs, such as rent, salaries and telephone expense. We
have  outsourced our billing  operation and believe this is a more effective way
to limit  our costs as we only pay a fee  based on the  number of our  customers
that are billed.  We will focus on third-party  telemarketing  firms to generate
new sales,  as we believe this is a more efficient means of generating new sales
as we only pay for lines that we accept.  We continue to evaluate our operations
for  efficiencies,  and we are  looking  for  ways  to  implement  further  SG&A
reductions in the remainder of fiscal 2003.

Depreciation and amortization  expense decreased by approximately  $100,000,  to
approximately  $81,000 for the nine months  ended August 31, 2003 as compared to
approximately $181,000 for the nine months ended August 31, 2002. The decline in
depreciation expense was partially attributable to the sale of certain assets to
EAC on December 31, 2002.

Interest expense decreased by approximately  $280,000, to approximately $106,000
for the nine months ended August 31, 2003 as compared to approximately  $386,000
for the nine months  ended August 31,  2002.  The  decrease in interest  expense
resulted from the  termination  of our credit  facility that was in place in the
prior period.

Interest  and other  income  (loss) for the nine  months  ended  August 31, 2003
increased by  approximately  $110,000 from amounts  reported in the prior fiscal
period resulting primarily from commission and rental income.

Gain on the sale of  assets  for the  nine  months  ended  August  31,  2003 was
approximately $3,511,000 (See Note 9).

                                       14
<PAGE>


Gain on the sale of investment  securities  and other  investments  for the nine
months ended August 31, 2003 was approximately $122,000, which resulted from the
sale of Cordia  Corporation  ("Cordia") and Talk America Holdings Inc.  ("Talk")
shares,  as compared to  $1,381,000  for the nine months  ended August 31, 2002,
which resulted from the sale of Talk shares.



Three Months Ended August 31, 2003 vs. Three Months Ended August 31, 2002
-------------------------------------------------------------------------

Our net  revenues  for the three  months  ended  August 31,  2003  decreased  by
approximately  $2,354,000,  or approximately 65%, to approximately $1,276,000 as
compared to approximately  $3,630,000 reported for the three months ended August
31, 2002. The decrease in sales was directly attributable to the sale of Essex's
customer  base on December 31, 2002,  as discussed  above.  For the three months
ended  August  31,  2003,  Essex  had no  sales  as  compared  to  approximately
$3,567,000  reported for the three months ended August 31, 2002. The decrease in
Essex's  sales  was  offset,  in  part,  by  aggregate  sales  of  approximately
$1,255,000  reported by NRTC and  Telecarrier,  each of which had no  comparable
sales for the three months ended August 31, 2002. We  anticipate  sales for NRTC
and Telecarrier to continue to increase in the fourth quarter of fiscal 2003, as
we work to add new customers. See the discussion on liquidity below.

Our gross  profit for the three  months  ended  August  31,  2003  decreased  by
approximately $698,000 to approximately  $626,000 from approximately  $1,324,000
reported  in the three  months  ended  August  31,  2002,  and the gross  profit
percentage  increased to 49.1% from 36.5%  reported in the prior fiscal  period.
The decrease in gross profit is directly related to the sale of Essex's customer
base as discussed  above. The increase in gross profit  percentage  reflects our
sales  strategy to sell in only those states in which we believe we will be able
to achieve a margin of at least 40%, as discussed above.

Selling, general and administrative expenses ("SG&A") decreased by approximately
$1,188,000,  or  approximately  52%, to  approximately  $1,103,000 for the three
months ended  August 31, 2003 from  approximately  $2,291,000  reported in prior
fiscal period. As discussed above, this decrease in expense was directly related
to the curtailment of our Essex operations and our on-going efforts to implement
various cost-cutting measures,  which included,  among other things, a reduction
in staffing.

Depreciation and amortization  expense  decreased by approximately  $27,000,  to
approximately  $17,000 for the three months ended August 31, 2003 as compared to
approximately $44,000 for the three months ended August 31, 2002. The decline in
depreciation expense was partially attributable to the sale of certain assets to
EAC on December 31, 2002.

Interest expense decreased by approximately $51,000 to approximately $36,000 for
the three months ended August 31, 2003 as compared to approximately  $87,000 for
the three  months  ended  August 31,  2002.  The  decrease in  interest  expense
resulted from the  termination  of our credit  facility that was in place in the
prior period.

Interest  and other  income  (loss) for the three  months  ended August 31, 2003
decreased by  approximately  $44,000  from amounts  reported in the prior fiscal
period,  primarily due to the write down of certain fixed assets associated with
the curtailment of our telemarketing and billing efforts, as discussed above.

                                       15
<PAGE>


Gain on the sale of assets  for the  three  months  ended  August  31,  2003 was
approximately $1,254,000 (See Note 9).

Gain  on the  sale  of  investment  securities  and  other  investments  for the
three-month periods ended August 31, 2003 and 2002 of approximately  $38,000 and
$697,000, respectively, resulted from the sale of Talk shares.


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

At August 31, 2003, we had cash and cash equivalents of approximately  $404,000,
including approximately $226,000 in Telecarrier, and negative working capital of
approximately  $8,831,000.  Approximately  $7,000,000  of  the  working  capital
deficit represents liabilities relating to our former Essex subsidary.  With the
sale of this subsidiary on September 11, 2003,  these  liabilities are no longer
recorded on our books in the fourth quarter.

Net cash (used in) provided by  operating  activities  aggregated  approximately
($1,099,000) and $2,942,000 in the nine-month  periods ended August 31, 2003 and
2002,  respectively.  The  principal  source of cash in fiscal  2003 was the net
profit  for the  period  of  approximately  $1,483,000,  which  was  offset by a
non-cash  item,  the net effect of the gain on the  transfer of assets to EAC of
approximately  $3,511,000 and an increase in accounts  payable of  approximately
$680,000.  The  principal use of cash in fiscal 2002 was the loss for the period
of  approximately  $2,480,000,  which was  offset by the  increase  in  accounts
payable,  principally  through the  delaying  of  payments  to vendors,  and the
reduction in accounts  receivable  of  approximately  $4,978,000  and  $482,000,
respectively.

Net cash provided by investing activities aggregated  approximately $420,000 and
$1,429,000  in  the   nine-month   periods  ended  August  31,  2003  and  2002,
respectively.  The  principal  sources of cash in fiscal 2003 were the  proceeds
from the sale of investment  securities and other  investments of  approximately
$198,000 and the proceeds from a note of approximately $209,000. In fiscal 2002,
the  principal  source  of cash was the  proceeds  from  the sale of  investment
securities and other investments of approximately $1,381,000.

Net cash provided by (used in)  financing  activities  aggregated  approximately
$145,000 and  ($4,157,000)  in the nine-month  periods ended August 31, 2003 and
2002,  respectively.  In fiscal 2003, net cash provided by financing  activities
resulted from proceeds from short-term notes of $200,000 offset by the repayment
of long-term  debt of  approximately  $55,000.  In fiscal 2002, net cash used in
financing  activities resulted from the repayment of short and long-term debt of
approximately  $4,202,000,  which was partially  offset by the proceeds from the
exercise of stock options of approximately $45,000.

For the nine-month  period ended August 31, 2003, we had no significant  capital
expenditures. We do not expect to make any significant capital expenditures over
the next twelve months.

At August 31, 2003, we owned 83,180 shares of Cordia  (OTCBB:CORG).  We have the
right to purchase  approximately 95,000 shares of Talk if we exercise a warrant.
The  warrant  exercise  price is $6.30 per share and,  at August 31,  2003,  was
in-the-money, as Talk common stock was trading at approximately $12.86 per share
at such date.

                                       16
<PAGE>


The  report  of the  independent  auditors  on  our  2002  financial  statements
indicates  there is  substantial  doubt about our ability to continue as a going
concern.  We have worked  during the course of the year to improve our financial
condition  and,  as  discussed  previously,  the sale of most of the  assets and
liabilities of our former wholly-owned  subsidiary,  Essex, in December 2002 and
the subsequent  sale of all the Common Stock of Essex on September 11, 2003, has
helped   strengthen  our  financial   condition.   The  sale  of  our  corporate
headquarters  building has further improved our financial  position and has left
us with  approximately  $1,000,000 in cash to pay past due payables and to spend
on  marketing  efforts  to  obtain  new  customers.  We  believe  the use of the
remaining  cash from the sale of our  building  for  marketing  expenses and the
payment of certain past due  payables  will leave us with  sufficient  financial
resources to reach  profitability  and continue  our  business  operations.  The
inability to carry out this plan may result in the  continuance of  unprofitable
operations,  and the eventual  inability to pay our  operating  expenses,  which
would adversely affect our ability to continue operating as a going concern.



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

     (a) Within the 90 days prior to the date of this report,  we carried out an
     evaluation,  under  the  supervision  and  with  the  participation  of our
     management,  including our Chief Executive Officer and principal accounting
     officer, of the effectiveness of the design and operation of our disclosure
     controls and  procedures  pursuant to Exchange Act Rule 13a-14.  Based upon
     that  evaluation,  our Chief  Executive  Officer and  principal  accounting
     officer concluded that our disclosure controls and procedures are effective
     in timely  alerting  him to  material  information  relating to our company
     (including its  consolidated  subsidiaries)  required to be included in our
     periodic SEC filings.

     (b) There have been no significant  changes in our internal  controls or in
     other  factors  that  could  significantly  affect  our  internal  controls
     subsequent  to the date we  carried  out  this  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

                                       17


<PAGE>



                            PART II-OTHER INFORMATION
                            -------------------------

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

          See Note 7-Legal Proceedings

Item 2. Changes in Securities
-----------------------------

     In August  2003,  we issued an  aggregate  of 450,000  shares of our common
     stock  in  conjunction  with  certain  financing  agreements  as a  fee  to
     consultants  and 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  issuances did
     not involve a public offering, no underwriter fees or commissions were paid
     in connection  with such  issuances  and the  recipiants  were  `accredited
     investors' as defined in Regulation D under the  Securities Act of 1933, as
     amended.



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

          (a)  Exhibits.

               31.1 Certification of Principal  Executive  Officer and Principal
                    Financial Officer Pursuant to 18 U.S.C. 1350 (Section 302 of
                    the Sarbanes-Oxley Act of 2002)

               32.1 Certification of Principal  Executive  Officer and Principal
                    Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of
                    the Sarbanes-Oxley Act of 2002)


          (b)  Reports on Form 8-K

               None

                                       18

<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.



   October 14, 2003                         By: /s/ Paul H. Riss
--------------------                        ------------------------------------
Date                                            Paul H. Riss
                                                Chief Executive Officer
                                                (Principal Financial and
                                                 Accounting Officer)

                                       19


<PAGE>


                                  CERTIFICATION
                                  -------------
                           Pursuant to 18 U.S.C. 1350
                 (Section 302 of the Sarbanes-Oxley Act of 2002)

     I, Paul H. Riss, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of eLEC Communications
     Corp.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
     the registrant and I have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures   to  be  designed   under  my
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   I have disclosed,  based on my most recent  evaluation of internal  control
     over  financial  reporting,  to the  registrant's  auditors  and the  audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

          a)   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b)   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.


Date:  October 14, 2003

                                                /s/ Paul H. Riss
                                                --------------------------------
                                                    Paul H. Riss
                                                    Chief Executive Officer and
                                                    Principal Financial and
                                                    Accounting Officer

                                       20