================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                   FORM 10QSB

                                   ----------


(Mark One)

     |X|  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

     For the quarterly period ended December 31, 1998

                                       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 1-13764


                        NORTHEAST DIGITAL NETWORKS, INC.
                   (FORMERLY ELECTRONICS COMMUNICATIONS CORP.)
        (Exact name of small business issuer as specified in its charter)

           Delaware                                            11-2649088
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                           Identification Number)

          425 Broad Hollow Road
                Suite 206
           Melville, New York                                       11747  
(Address of principal executive offices)                         (Zip Code)
            
Registrant's telephone number, including area code: (516) 501-0466


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 [ ]

     The  number of shares of the  registrant's  common  stock  ($.60 par value)
outstanding as of February 12, 1999 was 26,467,883 shares.



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<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES




                                      INDEX


Part I. Financial Information


Item 1. Consolidated Financial Statements

          Consolidated  Balance  Sheets as of  December  31,
          1998 (unaudited) and March 31, 1998

          Consolidated Statements of Operations for the nine
          and  three   months   ended   December   31,  1998
          (unaudited) and 1997 (unaudited)

          Consolidated Statements of Cash Flows for the nine
          and  three   months   ended   December   31,  1998
          (unaudited) and 1997 (unaudited)

          Consolidated Statement of Changes in Stockholders'
          Equity for the nine months ended December 31, 1998
          (unaudited)

          Notes to Consolidated Financial Statements


Item 2. Management's Discussion and Analysis


Part II. Other Information


          Signature Page





                 See Notes to Consolidated Financial Statements.

                                        1

<PAGE>



                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                          December 31,      March 31,
ASSETS                                                        1998            1998
                                                          ------------    ------------
                                                          (Unaudited)
<S>                                                       <C>             <C>         
Current Assets:
   Cash ...............................................   $     38,295    $  1,767,930
   Accounts Receivable
     (Net of $63,000 Allowance for Doubtful Accounts at
     December 31, 1998 and $71,000 at March 31, 1998) .          1,936          62,217
   Prepaid Expenses ...................................             --          21,071
                                                          ------------    ------------
           Total Current Assets .......................         40,231       1,851,218
                                                          ------------    ------------

Property And Equipment:
   Property and Equipment .............................        777,259       1,686,122
   Accumulated Depreciation ...........................       (722,135)       (649,732)
                                                          ------------    ------------
           Net Property And Equipment .................         55,124       1,036,390
                                                          ------------    ------------

Other Assets:
   PCS Licenses .......................................     13,266,269      22,300,351
   Paging System Costs ................................             --         676,614
   Debt Issue Cost ....................................             --       1,020,000
   Other Assets .......................................        274,759         127,666
                                                          ------------    ------------
           Total Other Assets .........................     13,541,028      24,124,631
                                                          ------------    ------------
Total Assets ..........................................   $ 13,636,383    $ 27,012,239
                                                          ============    ============
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                        2

<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                                   December 31,      March 31,
Liabilities And Stockholders' Equity                                                  1998             1998
                                                                                   ------------    ------------
                                                                                   (Unaudited)
<S>                                                                                <C>             <C>         
Current Liabilities:
   Accounts Payable and Accrued Expenses .......................................   $  2,097,609    $  1,316,606
   Notes Payable--Other ........................................................        331,826         795,677
   Current Portion of Long Term Debt ...........................................        648,038         332,524
   Current Portion of Notes Payable to FCC .....................................        419,871         158,670
                                                                                   ------------    ------------
          Total Current Liabilities ............................................      3,497,344       2,603,477
                                                                                   ------------    ------------

Long Term Liabilities:
   Notes Payable to FCC ........................................................      9,144,897      18,760,307
   Long Term Debt ..............................................................             --       1,087,345
                                                                                   ------------    ------------
          Total Long Term Liabilities ..........................................      9,144,897      19,847,652
                                                                                   ------------    ------------

Commitments And Contingencies

Stockholders' Equity:
   Preferred  Stock, $.01  par  value, 45 authorized Series C Non-voting
     Convertible, 20.75 Shares issued and outstanding at December 31, 1998 and
     45 at March 31, 1998, 5,000 authorized Series D Non-voting Convertible, 900
     shares issued and outstanding at December 31, 1998 and 0 at March 31, 1998,
     350 authorized  Series E Non-voting  Convertible, 334.2 shares issued and
     outstanding at December 31, 1998 and 0 at
     March 31, 1998 ............................................................             12              --
   Common Stock, par value $.60 per share, 40,000,000 authorized,
     26,467,883 issued and outstanding at December 31, 1998 and 5,531,705
     at March 31, 1998 .........................................................     15,937,552       3,375,845
   Additional Paid-In Capital ..................................................     13,771,757      24,443,726
   Accumulated Deficit .........................................................    (27,819,029)    (21,203,461)
   Discount on Common Stock available to
     Series C Preferred Shareholders ...........................................       (896,150)     (2,055,000)
                                                                                   ------------    ------------
          Total Stockholders' Equity ...........................................        994,142       4,561,110
                                                                                   ------------    ------------
 Total Liabilities And Stockholders' Equity ....................................   $ 13,636,383    $ 27,012,239
                                                                                   ============    ============
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                        3

<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                               Nine             Nine
                                                           Months Ended     Months Ended
                                                           December 31,     December 31, 
                                                               1998             1997
                                                           -----------      -----------
                                                           (Unaudited)      (Unaudited)
<S>                                                        <C>              <C>        
Revenues:                                                                  
   Paging & Two Way Radio ............................     $   457,532      $ 1,745,386
   Commissions .......................................              --          422,428
   Electronics .......................................              --            9,614
                                                           -----------      -----------
                                                                           
          Total Revenues .............................         457,532        2,177,428
                                                           -----------      -----------
                                                                           
                                                                           
Cost of Sales:                                                             
   Paging & Two Way Radio ............................         425,017        1,087,399
   Commissions .......................................              --          275,562
   Electronics .......................................              --          389,275
                                                           -----------      -----------
                                                                           
          Total Cost Of Sales ........................         425,017        1,752,236
                                                           -----------      -----------
                                                                           
          Gross Profit ...............................          32,515          425,192
                                                           -----------      -----------
                                                                           
                                                                           
Selling, General And Administrative Expenses:                              
   Selling ...........................................              --        1,380,842
   General and Administrative ........................       2,927,544        3,195,278
                                                           -----------      -----------
                                                                           
          Total Selling, General and                                       
             Administrative Expenses .................       2,927,544        4,576,120
                                                           -----------      -----------
                                                                           
Loss From Operations .................................      (2,895,029)      (4,150,928)
                                                           -----------      -----------
                                                                           
                                                                           
Other Income (Expense):                                                    
   Interest Expense ..................................      (2,293,049)      (2,497,499)
   Interest Income ...................................          25,304            3,514
   Loss on Writedown of Paging Assets ................      (1,452,794)              --
                                                           -----------      -----------
                                                                           
          Total Other Income (Expense) ...............      (3,720,539)      (2,493,985)
                                                           -----------      -----------
                                                                           
Loss Before Minority Interest and Extraordinary Income      (6,615,568)      (6,644,913)
                                                           -----------      -----------
                                                                           
Minority Interest in Loss of Consolidated Subsidiaries              --          (30,245)
                                                           -----------      -----------
                                                                           
Loss Before Extraordinary Income .....................      (6,615,568)      (6,675,158)
                                                           -----------      -----------
                                                                           
Extraordinary Income .................................              --          599,146
                                                           -----------      -----------
                                                                           
Net Loss .............................................     $(6,615,568)     $(6,076,012)
                                                           ===========      ===========
                                                                           
Loss Per Common Share ................................     $     (0.40)     $     (3.47)
                                                           ===========      ===========
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                        4

<PAGE>



                                                                         
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                            Three          Three
                                                         Months Ended    Months Ended
                                                         December 31,    December 31,
                                                             1998            1997
                                                         -----------    -----------
                                                         (Unaudited)    (Unaudited)
<S>                                                      <C>            <C>        
Revenues:
   Paging & Two Way Radio ............................   $    46,500    $   592,813

Cost of Sales:
   Paging & Two Way Radio ............................        72,201        351,726
   Commissions .......................................            --         19,831
                                                         -----------    -----------

          Total Cost Of Sales ........................        72,201        371,557
                                                         -----------    -----------

          Gross Profit ...............................       (25,701)       221,256
                                                         -----------    -----------


Selling, General And Administrative Expenses:
   Selling ...........................................            --        425,890
   General and Administrative ........................       861,534        848,940
                                                         -----------    -----------

          Total Selling, General and
             Administrative Expenses .................       861,534      1,274,830
                                                         -----------    -----------

Loss From Operations .................................      (887,235)    (1,053,574)
                                                         -----------    -----------


Other Income (Expense):
   Interest Expense ..................................      (637,458)      (883,955)
   Interest Income ...................................            48             --
   Loss on Writedown of Paging Assets ................    (1,452,794)            --
                                                         -----------    -----------

          Total Other Income (Expense) ...............    (2,090,204)      (883,955)
                                                         -----------    -----------

Loss Before Minority Interest and Extraordinary Income    (2,977,439)    (1,937,529)
                                                         -----------    -----------

Minority Interest in Loss of Consolidated Subsidiaries            --        (15,084)
                                                         -----------    -----------

Loss Before Extradordinary Income ....................    (2,977,439)    (1,952,613)
                                                         -----------    -----------

Extradordinary Income ................................            --        599,146
                                                         -----------    -----------

Net Loss .............................................   $(2,977,439)   $(1,353,467)
                                                         ===========    ===========

Loss Per Common Share ................................   $     (0.12)   $     (0.44)
                                                         ===========    ===========
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                        5

<PAGE>



                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                 Nine Months    Nine Months
                                                                    Ended          Ended
                                                                 December 31,   December 31, 
                                                                    1998           1997
                                                                 -----------    -----------
                                                                 (Unaudited)    (Unaudited)
<S>                                                              <C>            <C>         
Cash Flows From Operating Activities

   Net Loss ..................................................   $(6,615,568)   $(6,076,012)

   Adjustments to Reconcile Net Loss to
     Net Cash Used By Operations:

   Issuance of Common and Preferred Stock for Interest Expense        36,566             --

   Warrants Issued for Interest Expense ......................            --         59,000

   Issuance of Common Stock for Consulting and Other Services             --        459,140

   Legal Fees Financed with Stockholder Note Payable .........            --         80,000

   Debt Forgiveness Income ...................................            --       (599,146)

   Depreciation and Amortization .............................       215,732        738,049

   Non-cash Amortization of Finance Charges ..................     2,178,110      2,264,143

   Marketing Service Contracts ...............................            --        531,678

   Writedown of Paging Assets ................................     1,452,794             --

   Minority Interest in Loss (Income) ........................            --         30,245

   Changes in:

   Accounts Receivable .......................................        60,281        181,304

   Inventories ...............................................            --         86,576

   Prepayments ...............................................        21,071        (74,507)

   Accounts Payable and Accrued Expenses .....................       748,041     (1,077,351)

   Accrued Interest ..........................................        27,243             --

   Security Deposits and Other ...............................      (147,093)        (7,189)
                                                                 -----------    -----------


           Total Adjustments .................................     4,592,745      2,671,942
                                                                 -----------    -----------


Net Cash Used In Operating Activities ........................    (2,022,823)    (3,404,070)
                                                                 -----------    -----------
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                        6

<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                     Nine Months    Nine Months
                                                        Ended          Ended
                                                     December 31,   December 31,
                                                         1998          1997
                                                     -----------    -----------
                                                     (Unaudited)    (Unaudited)

Cash Flows From Investing Activities

   PCS Licenses ..................................   $        --    $    33,481

   Additions to Property and Equipment ...........       (49,589)       (63,305)

   Paging System Costs and Other Assets ..........            --         43,266
                                                     -----------    -----------


Net Cash (Used) Provided By Investing Activities .       (49,589)        13,442
                                                     -----------    -----------


Cash Flows From Financing Activities

   Payment for Deferred Debenture Costs ..........            --       (325,000)

   Net Proceeds of Shareholder Loans .............            --        189,188

   Payments of Bank and Other Loans ..............            --       (869,050)

   Proceeds from 10% Convertible Promisory Notes .            --        500,000

   Proceeds from Other Loans .....................        10,000             --

   Proceeds from Debentures ......................            --      2,399,139

   Principal Payments of Capital Lease Obligations       (80,529)      (130,945)

   Proceeds from Sale of Common Stock ............            --        627,810

   Proceeds from Sale of Series C Preferred Stock             --      2,595,000

   Proceeds from Sale of Series D Preferred Stock        783,000             --

   Payments of Long Term Debt ....................       (44,319)        (4,395)

   Payment of Notes Payable to FCC ...............      (325,375)            --
                                                     -----------    -----------


Net Cash Provided by Financing Activities ........       342,777      4,981,747
                                                     -----------    -----------


Net Increase (Decrease) In Cash ..................    (1,729,635)     1,591,119
                                                     -----------    -----------

Cash, Beginning Of Period ........................     1,767,930         48,620
                                                     -----------    -----------


Cash, End Of Period ..............................   $    38,295    $ 1,639,739
                                                     ===========    ===========


                 See Notes to Consolidated Financial Statements.

                                        7

<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                           Nine Months    Nine Months
                                                              Ended          Ended
                                                           December 31,   December 31,
                                                               1998          1997
                                                           -----------    -----------
                                                           (Unaudited)    (Unaudited)
<S>                                                        <C>            <C>       
Supplemental Disclosure For Cash Flows                                   
                                                                         
  Cash Paid During The Period For:                                       
                                                                         
   Interest ............................................   $   58,107     $  262,217
                                                                         
   Taxes ...............................................           --             --
                                                                         
Supplemental Schedule Of Non-Cash                                        
  Investing And Financing Activities                                     
                                                                         
   Common Stock Issued for Payment of Loan Payable .....           --        352,360
                                                                         
   Exchange of Convertible Debentures for Common Stock .      559,397      2,600,000
                                                                         
   Exchange of Common Stock for Convertible Debentures .           --      1,908,093
                                                                         
   Exchange of Convertible Notes for Common Stock ......      173,152             --
                                                                         
   Exchange of Convertible Notes for Preferred Stock ...      334,200             --
                                                                         
   Exchange of Preferred Stock for Common Stock ........    7,881,585             --
                                                                         
   Non-cash Interest Capitalized on Notes Payable to FCC      624,933             --
                                                                         
   Retirement of Warrants and Notes Receivable .........           --          5,701
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                        8

<PAGE>




                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                 Three Months   Three Months
                                                                    Ended           Ended
                                                                 December 31,   December 31,
                                                                    1998            1997
                                                                 -----------    -----------
                                                                 (Unaudited)    (Unaudited)
<S>                                                              <C>            <C>         
Cash Flows From Investing Activities

   Net Loss ..................................................   $(2,977,439)   $(1,353,467)

   Adjustments to Reconcile Net Loss to
     Net Cash Used By Operations:

   Issuance of Common and Preferred Stock for Interest Expense         7,500             --

   Issuance of Common Stock for Consulting and Other Services             --        294,306

   Legal Fees Financed with Stockholder Note Payable .........            --         80,000

   Debt Forgiveness Income ...................................            --       (599,146)

   Warrants Issued for Interest Expense ......................            --         59,000

   Depreciation and Amortization .............................         5,303        119,108

   Non-cash Amortization of Finance Charges ..................       598,606        880,982

   Marketing Service Contracts ...............................            --        177,226

   Writedown of Paging Assets ................................     1,452,794             --

   Minority Interest in Loss (Income) ........................            --         45,406

   Changes in:

   Accounts Receivable .......................................        48,745        441,518

   Inventories ...............................................            --        380,525

   Prepayments ...............................................            --         28,537

   Accounts Payable and Accrued Expenses .....................       377,193     (1,381,554)

   Accrued Interest ..........................................        14,138       (885,671)

   Security Deposits and Other ...............................       (94,169)        (6,114)
                                                                 -----------    -----------


                    Total Adjustments ........................     2,410,110       (365,877)
                                                                 -----------    -----------


Net Cash Used in Operating Activities ........................      (567,329)    (1,719,344)
                                                                 -----------    -----------
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                        9

<PAGE>



                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                     Three Months   Three Months
                                                        Ended           Ended
                                                     December 31,   December 31,
                                                        1998            1997
                                                     -----------    -----------
                                                     (Unaudited)    (Unaudited)

Cash Flows From Investing Activities

   PCS License ...................................   $        --    $    40,025

   Additions to Property and Equipment ...........            --        (17,166)

   Paging System Costs and Other Assets ..........            --      1,043,611
                                                     -----------    -----------


Net Cash Provided By Investing Activities ........            --      1,066,470
                                                     -----------    -----------


Cash Flows From Financing Activities

   Payment for Deferred Debenture Costs ..........            --       (356,729)

   Net Proceeds of Shareholder Loans .............            --        119,043

   Proceeds from Other Loans .....................        10,000             --

   Proceeds from 10% Convertible Promissory Notes             --        500,000

   Payments of Bank and Other Loans ..............            --       (779,293)

   Proceeds from Debentures ......................            --        142,110

   Proceeds from Sale of Series C Preferred Stock             --      2,595,000

   Proceeds from Sale of Series D Preferred Stock        783,000             --

   Principal Payments of Capital Lease Obligations            --        (50,848)

   Payments of Notes Payable to FCC ..............      (325,375)            --

   Payments of Long Term Debt ....................            --         (4,395)
                                                     -----------    -----------


Net Cash Provided by Financing Activities ........       467,625      2,164,888
                                                     -----------    -----------


Net Increase (Decrease) In Cash ..................       (99,704)     1,512,014
                                                     -----------    -----------

Cash, Beginning Of Period ........................       137,999        127,725
                                                     -----------    -----------


Cash, End Of Period ..............................   $    38,295    $ 1,639,739
                                                     ===========    ===========

                 See Notes to Consolidated Financial Statements.

                                       10

<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                           Three Months   Three Months
                                                              Ended           Ended
                                                           December 31,   December 31,
                                                              1998            1997
                                                           -----------    -----------
                                                           (Unaudited)    (Unaudited)
<S>                                                        <C>            <C>       
Supplemental Disclosure For Cash Flows

  Cash Paid During The Period For:

   Interest ............................................   $   16,269     $   84,276
                                                                         
   Taxes ...............................................           --             --
                                                                         
Supplemental Schedule Of Non-Cash                                        
  Investing And Financing Activities                                     
                                                                         
   Exchange of Convertible Debentures for Common Stock .      110,844      2,600,000
                                                                         
   Exchange of Convertible Notes for Preferred Stock ...      334,200             --
                                                                         
   Exchange of Preferred Stock for Common Stock ........      918,974             --
                                                                         
   Non-cash Interest Capitalized on Notes Payable to FCC      208,311             --
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       11

<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                      
                                                                                                      
                                                                                                      
                                           Preferred Stock                  Common Stock              
                                    ----------------------------    ----------------------------
                                       Shares          Amount          Shares           Amount        
                                    ------------    ------------    ------------    ------------
<S>                                 <C>             <C>               <C>           <C>         
Balance as of March 31, 1998 ....             45    $         --       5,531,705    $  3,375,845
                                                                                   
Conversion of 8% cumulative                                                        
  convertible debentures into                                                      
  Common Stock ..................             --              --       1,711,387       1,026,832
                                                                                   
Conversion of Series C Preferred                                                   
  Stock into Common Stock .......         (24.25)             --      13,135,975       7,881,585
                                                                                   
Sale of Series D Preferred Stock                                                   
  Net of $117,000 of Expenses ...            900               9              --              -- 
                                                                                   
Conversion of 10% Promissory                                                       
  Notes into Common Stock .......             --              --       6,088,816       3,653,290
                                                                                   
Conversion of 10% Promisory Notes                                                  
  into Series E Preferred Stock .         334.20               3              --              -- 
                                                                                   
Amortization of discount on                                                        
  Common Stock available                                                           
  to Preferred Shareholders .....             --              --              --              -- 
                                                                                   
Net Loss ........................             --              --              --              -- 
                                    ------------    ------------    ------------    ------------
                                                                                   
Balance as of                                                                      
  December 31, 1998 .............       1,254.95    $         12      26,467,883    $ 15,937,552
                                    ============    ============    ============    ============
                                    

<CAPTION>
                                                                    Discount on               
                                                                      Common                  
                                                                       Stock                  
                                    Additional                      Available to               
                                      Paid-In       Accumulated      Preferred                
                                      Capital          Deficit      Shareholders       Total 
                                    ------------    ------------    ------------    ------------
<S>                                 <C>             <C>             <C>             <C>         
Balance as of March 31, 1998 ....   $ 24,443,726    $(21,203,461)   $ (2,055,000)   $  4,561,110

Conversion of 8% cumulative
  convertible debentures into
  Common Stock ..................       (427,434)             --              --         599,398

Conversion of Series C Preferred
  Stock into Common Stock .......     (7,881,585)             --              --              --

Sale of Series D Preferred Stock
  Net of $117,000 of Expenses ...        782,991              --              --         783,000

Conversion of 10% Promissory
  Notes into Common Stock .......     (3,480,138)             --              --         173,152

Conversion of 10% Promisory Notes
  into Series E Preferred Stock .        334,197              --              --         334,200

Amortization of discount on
  Common Stock available
  to Preferred Shareholders .....             --              --       1,158,850       1,158,850

Net Loss ........................             --      (6,615,568)             --      (6,615,568)
                                    ------------    ------------    ------------    ------------

Balance as of
  December 31, 1998 .............   $ 13,771,757    $(27,819,029)   $   (896,150)   $    994,142
                                    ============    ============    ============    ============
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                       12

<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


   (A) BUSINESS ACTIVITY AND BASIS OF PRESENTATION

     In June of 1998,  Northeast Digital Networks,  Inc. (the "Company") changed
its  name  from  Electronics   Communications  Corp.  During  1994,  Electronics
Communications  Corp.  changed its name from Genetic Breeding,  Inc. to Internow
Affiliates,  Inc.  and then to  Electronics  Communications  Corp.  Effective on
January 1, 1994,  the Company  acquired  Free Trade  Distributors,  Inc.  (which
engaged  in the  wholesale  distribution  of  cellular  telephones  and  related
accessories and electronic  products) and Trade Zone  Distributors,  Inc. (which
engaged in the activation of cellular radio subscribers for  commissions),  both
serving  the New York  Metropolitan  Area.  The  Company  no longer  distributes
cellular  telephones and related accessories and electronic products nor does it
engage in the activation of cellular telephones for commissions.

     In  1995,  the  Company  formed  Electrocomm  Wireless,  Inc.,  a  Delaware
corporation, as a subsidiary, to become a radio paging and two-way radio carrier
in the New York  Metropolitan  Area and the State of New Jersey.  The Company is
presently  inactive.  In July 1995, the Company formed  Personal  Communications
Network,  Inc. ("PCN"),  a Delaware  corporation,  to participate in the Federal
Communications  Commission  ("FCC")  auction for  licenses to engage in personal
communications  services  ("PCS").  On May 8, 1996, the Company obtained six PCS
licenses for $26,452,200  entitling it to operate wireless PCS telephone systems
covering nearly 1.5 million people in five states.  On June 8, 1998, the Company
elected a debt relief option (the  "Disaggregation  Option") offered by the FCC.
The election of the  Disaggregation  Option for all six licenses  permitted  the
return of 15 MHz of the 30 MHz originally  awarded the Company in exchange for a
reduction of the debt incurred for such licenses (see Note 2). PCN is 100% owned
by the Company.

     On  March  22,  1996,  Threshold  Communications,   Inc.  ("TCI")  acquired
substantially  all of the  assets and  assumed  certain  liabilities  of General
Communications  and  Electronics,  Inc.  ("GCE").  GCE  is in  the  business  of
reselling  paging air time to corporate  clients.  TCI also  acquired as part of
this transaction 56 2/3% of the outstanding  stock of General Towers of America,
Inc.  (which  engages in the business of providing two way radio services in the
New York Metropolitan  Area). TCI and its subsidiary  General Towers of America,
Inc.  ("GTA")  are  treated as  subsidiaries  of the  Company.  During the first
quarter of fiscal 1999, GTA ceased all operations.

     On June 28, 1996, the Company  acquired 51% of TCI. On January 2, 1998, the
Company purchased the remaining 49% of TCI for a $90,000 cash payment.

     On July 31, 1997,  the  Company's  board of  directors  effected a 1 for 12
reverse stock split of its $.05 par value common stock. The new common stock has
a $.60 per share par value. On May 28, 1998, the Company's stockholders ratified
the reverse stock split at a special meeting of stockholders.  All references to
number of common shares for all periods presented  reflects the ratification and
have been retroactively restated for the reverse stock split.

     On August 11, 1997,  the Company  changed its fiscal year end from December
31 to March 31.

     The  accompanying  unaudited  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 and Article 10 of
Regulation  S-X.  Accordingly,  they  do  not  necessarily  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 months and three
months ended  December 31, 1998 are not  necessarily  indicative  of the results
that  may be  expected  for  the  year  ended  March  31,  1999.  The  unaudited
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's  annual  report on Form 10KSB as amended  for the year ended March 31,
1998.


                                       13
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


     (B) PRINCIPLES OF CONSOLIDATION

     The consolidated  financial statements include the accounts of the Company,
its  wholly  owned  subsidiaries,  Free  Trade  Distributors,  Inc.,  Trade Zone
Distributors,   Inc.,   Personal   Communications   Network,   Inc.,   Threshold
Communications,  Inc. and majority  owned  General  Towers of America,  Inc. All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.


     (C) PROPERTY AND EQUIPMENT

     Property and equipment are recorded at cost. Depreciation is provided using
the  straight  line method over the  estimated  useful  lives of the  respective
assets (3 to 7 years).


     (D) REVENUE RECOGNITION

     It is the Company's  policy to categorize  revenue into either (i) sales of
its paging and two way radio services, (ii) commissions for fees earned on sales
of cellular radio service contracts,  and (iii) sales of electronic goods. Sales
of electronic goods are recognized when they are shipped.

     Commissions are inclusive of fees earned for the sale of cellular telephone
service  contracts  and  residuals  received on those  contracts.  Revenues  and
related commissions from the sale of the service contracts are recognized at the
point of  activation.  Revenues from residuals are realized when approved by the
cellular telephone service supplier and are paid on customer usage for a maximum
of three years.

     Revenues  from paging and two-way  radio  services  are  recognized  in the
beginning of the month for which they are invoiced.


     (E) CONCENTRATION OF CREDIT RISK

     The Company maintains its cash accounts in banks in New York. Cash deposits
are insured by the Federal  Deposit  Insurance  Corporation  up to $100,000  per
account. There were no uninsured balances at December 31, 1998.


     (F) USE OF ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported  amounts of revenues and expenses during the period.
Actual results could differ from those estimates.


     (G) FAIR VALUE OF FINANCIAL INSTRUMENTS

     At  December  31 and  March 31,  1998,  the fair  values of cash,  accounts
receivable,  non-convertible  short term debt and current  portion of  long-term
debt and accounts  payable,  approximated  their carrying  values because of the
short-term  nature of these  instruments.  The fair value and carrying amount of
the Company's long term notes payable to the FCC with an actual interest rate of
7% and the  corresponding  PCS  Licenses  were  adjusted  to  reflect an imputed
interest rate of 14% which more closely  corresponds to the Company's  borrowing
rate.




                                       14
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


     (H) EARNINGS PER SHARE

     The Company  calculates  earnings per share in accordance with Statement of
Financial  Accounting  Standard  (SFAS) No. 128,  "Earnings Per Share" which was
issued in February 1997 and is effective for periods  ending after  December 15,
1997.  SFAS No. 128  replaces  the  presentation  of primary  and fully  diluted
earnings  per share.  The  Company  uses the  weighted-average  number of common
shares  outstanding  during each  period to compute  basic  earnings  per common
share. Diluted earnings per share is computed using the weighted-average  number
of common  shares and dilutive  potential  common shares  outstanding.  Dilutive
potential common shares are additional common shares assumed to be exercised.


     (I) STOCK-BASED COMPENSATION

     The Company has elected to follow  Accounting  Principles Board Opinion No.
25,   Accounting   For  Stock   Issued  To   Employees   (APB  25)  and  related
interpretations  in accounting  for its employee  stock  options.  Under APB 25,
because the exercise  price of employee stock options equals the market price of
the underlying stock on the date of grant, no compensation  expense is recorded.
The  Company  has  adopted  the  disclosure-only  provisions  of SFAS  No.  123,
"Accounting for Stock-Based Compensation".


     (J) RECLASSIFICATIONS

     Certain amounts from previous periods have been  reclassified to conform to
the current presentation.


Note 2 -- PCS LICENSES

     The PCS licenses  were  awarded in a FCC "C" Block  Auction as discussed in
Note 1(A). The markets  awarded the Company  include  Elmira-Corning,  New York;
Bangor/Lewiston-Auburn/Waterville-Augusta,               Maine;              and
Burlington/Rutland-Bennington,  Vermont. The Vermont markets encompass virtually
the entire state.  The Maine markets cover a majority of the population and most
of the state  geographically.  The licenses expire and are subject to renewal 10
years from the date obtained.

     The Company's  total winning bids  amounted to  $26,452,200,  after the 25%
discount provided to small businesses, for which the Company qualified under the
terms of the auction.  The Company  deposited cash of $2,645,220.  The remaining
balance is payable over the next 10 years with 7% interest only during the first
six years.  On March 31, 1997,  the FCC imposed a  moratorium  on the payment of
interest  until March 31, 1998. On March 24, 1998, the FCC released an Amendment
of the Commission's Rules Regarding  Installment  Payment Financing for Personal
Communications   Services   (PCS)   Licensees,   WT  Docket   97-82,   Order  on
Reconsideration  of the Second  Report and Order  whereby the  moratorium on the
payment of interest was extended to July 31, 1998.

     On  October  16,  1997,  in an effort to bring  relief to  C-Block  license
holders, the FCC offered three options. The three options are as follows: (1) an
"Amnesty  Option"  permitting  return of the  licenses  which will result in the
forfeiture  of the  original  down payment of  $2,645,220  and the return to the
Company  of  the  previous  installments  paid  which  amount  to  approximately
$286,000; (2) a "Disaggregation Option" permitting the return of 15 megahertz of
the 30 megahertz of spectrum  awarded  under the  licenses,  back to the FCC and
reducing  the  current  note  payable to the FCC by 50%;  and (3) a  "Prepayment
Option"  permitting  the  exchange  of all  licenses in a  particular  BTA for a
partial  reduction  of the current  note payable to the FCC (equal to 70% of the
total down payments of the surrendered licenses).



                                       15
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 2 -- PCS LICENSES (continued)

     On June 8, 1998,  the  Company  elected  the  Disaggregation  Option.  As a
result,  15  MHz of the 30 MHz of  spectrum  awarded  under  the  licenses  were
returned to the FCC. Debt incurred for the licenses was reduced from $23,806,980
to $11,903,490  ($8,842,090  when discounted  using an imputed  interest rate of
14%--see  Note  1(G)).  Accrued  and  capitalized  interest  due to  the  FCC of
$2,233,418 was reduced by $1,810,300 to $423,118 after applying a credit for 50%
of the total accrued and capitalized  interest,  a credit of $529,044 for 40% of
the  downpayment  forfeiture  and a credit of $164,547  for 50% of the  interest
payments made. Total suspended accrued interest due to the FCC of $423,118 is to
be paid in eight quarterly installments of $52,890.  Quarterly interest payments
due on the FCC notes were reduced from $416,622 to $208,311.

     Included  in the  license  costs are certain  legal and  professional  fees
incurred in obtaining  the licenses.  Capitalized  PCS interest in the amount of
$1,048,051  and  $2,233,418 is included in PCS Licenses at December 31, 1998 and
March 31,  1998,  respectively.  The  Company has not begun PCS service and will
require  substantial  additional  financing  to pay the balance of the  purchase
price for the PCS licenses and to construct the system prior to  initiating  PCS
service.  No assurance can be given that such financing  will become  available.
Assuming  inception of PCS services,  the Company will amortize the licenses and
related costs over a forty-year period.

     Under Section 310(b)(4) of the Communications Act, aliens may own up to 25%
percent of the Company's  stock. In late December 1998, the Company learned that
stock ownership by aliens rose to approximately 29%. In order for the Company to
bring itself into full compliance with the Communications Act, the FCC must find
that the public  interest would not be served by  disallowing  the current alien
ownership.The Company will formally request the FCC to make the requisite public
interest  finding,  and to forebear  from  imposing any  monetary  fine or other
penalty on the Company.

     Counsel for the Company has also  advised  that changes in ownership of its
stock might  jeopardize the Company's  status as a very small business.  In such
event,  the Company could be subject to less favorable  installment and interest
payments,  could be required to supplement previous payments it made to the FCC,
might have to reimburse the FCC for the bidding credit it initially was awarded,
and might  possibly  forfeit the licenses.  Counsel is reviewing  this matter to
determine  whether,  in fact,  the new  ownership  has  affected  the  Company's
eligibility  for  treatment as a very small  business  and, if so, what remedial
measures may be adopted to restore such eligibility.


Note 3 -- PROPERTY AND EQUIPMENT

     Property and equipment are summarized as follows:

                                                December 31,      March 31,
                                                    1998            1998
                                                  ---------       ---------
          Paging equipment                       $1,446,822      $1,619,250
          Computer and other equipment               74,376          47,917
          Leasehold improvements,
          furniture and fixtures                     18,955          18,955
                                                  ---------       ---------
                                                  1,540,153       1,686,122
          Less: Reserve for Writedown
                   of Paging Equipment             (762,894)             --
               Accumulated depreciation            (722,135)       (649,732)
                                                  ---------       ---------
          Net Property and Equipment               $ 55,124      $1,036,390
                                                  =========       =========

     See Note 4 for discussion of reserve for writedown of paging equipment.


                                       16
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 4 -- WRITEDOWN OF PAGING ASSETS

     Due to ongoing  losses  from  operations  and a continued  working  capital
deficiency,  management  determined  in the  fiscal  1999 third  quarter  that a
dissolution  of the  paging  operations  conducted  in the  TCI  subsidiary  was
necessary.  During the quarter,  all employment positions at TCI were eliminated
and all  operations  were  terminated.  There  were  no  severance  or  benefits
obligations associated with the eliminations.

     Due to the working capital  deficiency,  the Company defaulted under all of
its capital  leases that financed the  acquisition  of the majority of the fixed
assets used in the paging  operations  (see Note 6). The  Company  has  received
offers for the  purchase  of some of these  fixed  assets,  however,  the offers
received were for less than the remaining  obligations under the capital leases.
There can be no assurances that any such offers will result in a final sale.

     The $1,452,794 writedown of paging assets is comprised of the following:

     1)   approximately  $763,000  represents  the net book  value of the  fixed
          assets used in paging operations as any proceeds from a potential sale
          would be  utilized  to  settle  the  remaining  obligations  under the
          capital leases, and,

     2)   approximately  $690,000  represents  the net book value of  intangible
          assets  resulting  from  TCI's  acquisition  of GCE in 1996  (see Note
          1(A)).  The intangible  assets were no longer deemed to have any value
          after the paging operations were ceased.


Note 5 -- NOTES PAYABLE


     (A) NOTES PAYABLE -- FCC

     After applying the effects of the election of the Disaggregation  Option as
discussed  in  Note  2,  Notes  Payable--FCC  consist  of six 7% 10  year  notes
aggregating  $11,903,490  ($8,842,090 when discounted using the imputed interest
rate of 14%--see Note 1(G)).  Accrued  interest as of December 31, 1998 amounted
to $722,678 for a total  obligation of $9,564,768 of which  $419,871 is current.
The notes are payable in quarterly  installments  of interest only for the first
six years and principal plus interest  thereafter.  The notes are secured by the
PCS  licenses.  As  discussed  in Note 2, the  Company  had not made a quarterly
interest  payment  since March 31, 1997 due to an FCC  moratorium  on  quarterly
interest  payments.  The payment of interest was to be resumed on July 31, 1998.
The Company deferred the payment due on July 31, 1998. The July 31, 1998 payment
in the amount of $341,644  (including  a 5% late charge of $16,269)  was made on
October 27, 1998. The payment of the October 31, 1998  quarterly  installment in
the amount of $261,201  was  deferred and was paid on January 27, 1999 with a 5%
late charge.  The payment of the January 31, 1999  quarterly  installment in the
amount of  $261,201  was  deferred  and is due on April 30,  1999 with a 5% late
charge.

     (B) NOTES PAYABLE -- OTHER

     (1) In  connection  with the Company's  acquisition  of the 51% interest in
TCI,  the  Company was  contingently  liable to pay the  difference  between the
market value at the date of  acquisition  of the Company's  common stock used as
consideration  for a portion of the  acquisition  price and the  average  market
price of the  Company's  stock during the period in which a  restriction  on the
resale of the stock expired.  This resulted in the  recognition of an obligation
for $277,567.

     (2) During the 1998 fiscal third  quarter,  the Company  borrowed  $300,000
from  one  lender  and  $200,000  from a  second  lender.  The  10%  convertible
promissory  notes are payable one year after the loans together with interest at
a 10% annual rate payable  semi-annually in cash, or at the Company's option, in
shares of Common Stock. The note principal is convertible at the holder's option
into shares of Common Stock at a conversion  price equal to the lesser of $1.125
per share or a  Conversion  Formula  similar  to the  Conversion  Formula of the
Series C Preferred Stock. In accordance with Emerging Issues Task Force ("EITF")
Abstract D-60  "Accounting  for the Issuance of Convertible  Preferred Stock and
Debt Securities with a Nondetachable Conversion Feature", the Company recorded a
debt issue cost and a  corresponding  increase to additional  paid in capital of
$506,000, representing the difference between the


                                       17
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 5 -- NOTES PAYABLE (continued)

fair market value of the Company's  Common Stock on the date of the loan and the
conversion  price. The cost was amortized over the original life of the loan. In
addition,  the Company issued five-year  warrants to the lenders  exercisable to
purchase  100,000  shares  of Common  Stock for each  $100,000  loan  (i.e.,  an
aggregate  500,000  shares of Common Stock) at an exercise price per share equal
to 120% of the  closing  bid  price for such  Common  Stock on the  trading  day
immediately  preceding the day of a particular loan. In accordance with SFAS No.
123,  the  Company  recorded a debt issue cost and a  corresponding  increase to
additional  paid in capital of  $1,111,000,  representing  the fair value of the
warrants on the date of grant.  The fair value of the  warrants  were  estimated
using the Black-Scholes option pricing model with the following weighted-average
assumptions:  the  risk  free  interest  rate of 14%,  dividend  yield  of 0.0%,
volatility  factors of the  expected  market price of the  Corporation's  common
stock of 203.1% and a weighted-average expected life of the warrants of 5 years.
This cost was amortized over the life of the loan.

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating the fair value of traded  options which have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly subjective  assumptions including the expected price volatility.
As the  warrants  have  characteristics  significantly  different  from those of
normal  publicly traded  options,  and because  changes in the subjective  input
assumptions  can  materially  affect the fair value  estimate,  in  management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of the aforementioned warrants.

     On October 26,  1998,  the holder of $300,000  of  principal  amount of the
notes  executed  amendments  wherein the repayment of principal of $100,000 plus
accrued  interest  from one note  was  deferred  until  April  30,  1999 and the
repayment of principal of $200,000 plus accrued  interest from a second note was
deferred until May 13, 1999.  The original  maturity dates were October 31, 1998
and November 13, 1998,  respectively.  In addition,  the amendments provide that
the holder will not convert any of the  principal  amount or exercise any of the
related warrants until the new maturity dates. In consideration for the deferral
of the maturity dates and conversion  rights, the Company decreased the exercise
price of the  warrants  to $.09375  per share (the  closing bid price on the day
preceding the date of the  amendments).  On December 31, 1998, the holder of the
two notes totalling $300,000 executed a Debt Exchange Agreement with the Company
pursuant to which the  principal  amount of the notes of $300,000  plus  accrued
interest of $34,200 was exchanged  for 334.2 shares of Series E Preferred  Stock
(see Note 8(C) for a description of the Series E Preferred Stock).  There was no
gain or loss recognized for this exchange transaction.

     As of December  31,  1998,  $160,000 of  principal  plus $13,152 of accrued
interest was converted into 6,088,816  shares of the Company's  Common Stock. On
October 26, 1998, the holder of the note with a remaining  principal  balance of
$40,000  executed an amendment  wherein the repayment of principal  plus accrued
interest  was  deferred  until  June 4, 1999.  The  original  maturity  date was
December 4, 1998. In addition,  the amendment  provides that the holder will not
convert  any of the  principal  amount or exercise  any of the related  warrants
until the new maturity  date. In  consideraton  for the deferral of the maturity
dates and  conversion  rights,  the company  decreased the exercise price of the
warrants to $.09375 per share (the  closing bid price on the day  preceding  the
date of the  amendments).  The balance at December  31,  1998  includes  accrued
interest of $4,259.

Note 6 -- LONG-TERM DEBT

     A summary of long-term debt follows:

                                        Interest      December 31,     March 31,
     Description                          Rate           1998           1998
                                                      ------------    ----------
                                                                     
     Convertible Debentures (a)               8%      $       --      $  593,332
     Installment notes payable                                       
     monthly through August 1999 (b)         12%         113,281         151,300
     Capital leases and notes (c)       Various          534,757         675,237
                                                      ----------      ----------
                                                         648,038       1,419,869
     Less: Current maturities                            648,038         332,524
                                                      ----------      ----------
                                                      $       --      $1,087,345
                                                      ==========      ==========



                                       18
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 6 -- LONG-TERM DEBT (continued)                                        
                                                                         
     (a) In an August 7, 1998  Regulation  S  Private  Placement  Offering,  the
Company  issued  $4,970,334  principal  amount  of  8%  Cumulative   Convertible
Debentures  (the  "Debentures").  The principal  amount of the  Debentures  were
convertible  into  shares of the  Company's  common  stock at the  option of the
holder,  commencing  41 days  after  issuance,  at a price  equivalent  to a 30%
discount  from  market  based upon the five (5) day  average  daily  closing bid
price,  as  reported  on  NASDAQ,  for the five  (5)  trading  days  immediately
preceding the applicable date of conversion. The Debentures bear interest at the
rate of 8% per annum payable on August 7 of each year commencing August 7, 1998.
The  Debentures  were  redeemable  and callable  for  conversion  under  certain
circumstances and are due June 30, 2000.

     As of December 31, 1998, all of the Debentures totaling $4,970,334 had been
converted into 5,650,829 shares of the Company's common stock.

     (b) In  connection  with TCI's  acquisition  of GCE, the Company  assumed a
$350,000  non-interest  bearing note. The outstanding  principal  amount of this
note was $116,667 and $165,278 at December 31 and March 31, 1998,  respectively,
less unamortized discount (discount is based on an imputed interest rate of 12%)
for a net  balance  of  $113,281  (including  accrued  interest)  and  $151,300,
respectively.  Due to the ongoing liquidity problems of the Company, the Company
is in default under the terms of this note. See Note 16(C) for discussion of the
related lawsuit.

     (c) The  obligations  under  capital  leases are  collateralized  by paging
equipment.  The interest  rates on the  capitalized  leases and notes range from
approximately  10% to 25% and the lease rates are imputed  based on the lower of
the Company's  incremental  borrowing rate at the inception of each lease or the
lessor's implicit rate of return.  Due to the ongoing liquidity  problems of the
Company,  the Company is in default under all of its capital leases.  Due to the
defaults, all amounts due under the leases are currently due and payable.

     As  discussed  in Note 4,  the  Company  is  currently  negotiating  with a
potential buyer for a portion of the fixed assets used in paging operations.  In
conjunction with these negotiations,  the Company is in discussions with each of
the  lessors in an attempt to apply the  potential  sale  proceeds in partial or
full  settlement of the  obligations  owed in lieu of tendering the equipment to
the lessors under the terms of the leases. At this time,  neither the outcome of
the negotiations nor the final settlement of the remaining obligations under the
leases can be determined.

     Additionally,  due to the  Company's  exit from the two way radio  business
conducted in its GTA subsidiary (see Note 1(A)), in July 1998,  equipment with a
book value of approximately  $80,000 was returned to the lessor.  The Company is
currently in litigation with the lessor regarding the residual balance owed. See
Note 15(B) for further discussion of the lawsuit.

Note 7 --  Supplemental  Disclosure Of Loss Per Share 
     Basic and Diluted Loss Per Common Share:

<TABLE>
<CAPTION>
                                    Nine Months     Nine Months  Three Months   Three Months
                                       Ended           Ended         Ended          Ended
                                   December 31,    December 31,  December 31,   December 31,
                                       1998            1997          1998           1997
                                   ------------    -----------   ------------   ------------
<S>                                <C>             <C>           <C>            <C>         
Income (Loss) Per Common Share:                                 
Before Extraordinary Income        $     (0.40)    $    (3.81)   $     (0.12)   $     (0.63)
Extraordinary Income                        --           0.34             --           0.19
                                   -----------     ----------    -----------    -----------
Net Loss per Common Share          $     (0.40)    $    (3.47)   $     (0.12)   $     (0.44)
                                   ===========     ==========    ===========    ===========
                                                                
Weighted Average Common Shares                                  
Outstanding                         16,550,041      1,753,457     25,872,077      3,107,380
                                   ===========     ==========    ===========    ===========
</TABLE>



                                       19
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



NOTE 8 -- PREFERRED STOCK                                      


   (A) SERIES C CONVERTIBLE PREFERRED STOCK

     On December 24, 1997, the Board of Directors of the Company  authorized the
issuance  of a  minimum  of 20  shares  and a  maximum  of 45 shares of Series C
Preferred  Stock at the  aggregate  subscription  price of  $100,000  per  share
pursuant to an offer and sale of such Preferred  Stock in a Regulation S Private
Placement  Offering.  Holders of the Series C  Preferred  Stock are  entitled to
receive a 10% cumulative  annual dividend  payable  semi-annually in cash, or at
the Company's  option,  in shares of the Company's  common stock $.60 par value.
The Series C Preferred  Stock is non-voting  and is  convertible  in whole or in
part at any time  commencing  fifty (50) days after  issuance at the election of
the holder,  into shares of common stock at an initial conversion price equal to
a 25%  discount  from the average  closing bid price for the common stock in the
over-the-counter  market for the five trading  days  immediately  preceding  the
conversion,  said discount thereafter  increasing at the rate of 2% per calendar
month  commencing March 1, 1998 up to a maximum discount of 35% ("the Conversion
Formula").  The Company has no ability to force conversion,  but 24 months after
issuance of the initial Series C Preferred  Stock,  any outstanding  shares will
automatically  convert  into  shares of  Common  Stock  based on the  Conversion
Formula  then in effect.  The Company  paid a placement  fee equal to 13% of the
gross proceeds to the Placement  Agent. The Company issued the maximum 45 shares
of Series C Preferred Stock and received proceeds of $3,897,500, net of $602,500
in expenses.  In accordance  with EITF D-60, the Company  recorded an adjustment
for the discount on Common  Stock  available  to  Preferred  shareholders  and a
corresponding increase to additional paid in capital of $2,423,000, representing
the value of the 35%  conversion  discount  offered  on the  Series C  Preferred
Stock.  This  cost is being  amortized  over the  period  in which  the  maximum
discount will be realized, commencing with the date of the issuance.

     As of December 31, 1998,  24.25 shares of the Series C Preferred  Stock had
been converted into 13,135,975 shares of the Company's Common Stock.

     As of December 31, 1998, there were dividends in arrears of $207,500 on the
20.75 shares outstanding of the Series C Preferred Stock.

   (B) SERIES D CONVERTIBLE PREFERRED STOCK

     On November  4, 1998,  the Company  began a Private  Offering  the terms of
which  provide for the  subscription  of a minimum of 500 and a maximum of 5,000
shares of Series D Preferred  Stock,  $.01 par value,  $1,000  stated  value and
purchase price per share.  Holders of the Series D Preferred  Stock are entitled
to receive a dividend (provided the Company has either sufficient surplus or net
income)  at the  rate  of 10%  of the  stated  value  per  annum,  payable  upon
conversion in cash,  or at the option of the holder,  in shares of the Company's
Common Stock.  The Series D Preferred  Stock is non-voting  and is  convertible,
subject to certain  quantitative  limitations,  commencing February 1, 1999 into
shares of the Company's Common Stock at a conversion price equal to the lower of
(i) the closing bid price of the Company's  Common Stock on the date of issuance
of the Series D Preferred Stock, or (ii) 75% of the average closing bid price of
the Company's Common Stock for the five trading days  immediately  preceding the
date on which the Company receives a Conversion Notice from a holder of Series D
Preferred  Stock.  The Series D Preferred  Stock is subject to redemption by the
Company  at a  redemption  price  equal to the sum of the  stated  value and the
accrued  dividends  thereon,  multiplied by 133%.  The Placement  Agent for this
offering  will be paid a  placement  fee of 11%  and a  non-accountable  expense
allowance of 2% of any offering proceeds received as well as five-year  warrants
exercisable to purchase 5,000,000 shares of the Company's Common Stock (see Note
10).

     The initial  closing  occurred  on  November 6, 1998  pursuant to which 500
shares of the Series D  Preferred  Stock were  issued for  $500,000 of which the
Company  received  proceeds of $48,500 after deducting fees and expenses and the
repayment of a $374,000  advance  received on October 28, 1998.  The advance was
personally guaranteed by the Company's President & CEO. As consideration for the
personal  guarantee,  the  President  & CEO was issued  with Board of  Directors
approval,  warrants to purchase  1,000,000  shares of the Company's Common Stock
(see Note 10).



                                       20
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



NOTE 8 -- PREFERRED STOCK (continued)

     A second closing occurred on November 20, 1998 pursuant to which 400 shares
of the Series D Preferred  Stock were  issued for  $400,000 of which the Company
received  proceeds  of  $291,000  after  deducting  fees  and  expenses  and the
repayment of a $37,000 advance.


     (C) SERIES E CONVERTIBLE PREFERRED STOCK

     In December 1998, in order to facilitate the exchange and  cancellation  of
10%  convertible  promissory  notes,  the  Board  of  Directors  of the  Company
authorized  the  issuance  of 350 shares of Series E Preferred  Stock,  $.01 par
value,  $1,000 stated value and purchase price per share.  On December 31, 1998,
334.2  shares of Series E  Preferred  Stock  were  issued  in  exchange  for the
cancellation  of  $334,200  of  principal  plus  accrued  interest  of  two  10%
convertible  promissory  notes (see Note 5(B)  (2)).  The holder of the Series E
Preferred  Stock is  entitled  to receive a dividend  (provided  the Company has
either sufficient  surplus or net income) at the rate of 10% of the stated value
per annum,  payable upon conversion in cash, or at the option of the holder,  in
shares of the Company's Common Stock. The Series E Preferred Stock is non-voting
and is convertible, subject to certain quantitative limitations,  commencing May
19, 1999 into shares of the Company's  Common Stock at a conversion  price equal
to the lower of (i) $1.125 per share,  or (ii) 65% of the  average  closing  bid
price of the Company's Common Stock for the 5 trading days immediately preceding
the date on which  the  Company  receives  a  Conversion  Notice.  The  Series E
Preferred  Stock is subject to redemption  by the Company at a redemption  price
equal to the sum of the stated value and all accrued dividends thereon.

NOTE 9 -- INCOME TAXES

     The Company adopted the liability method of accounting for income taxes, as
set forth in SFAS No. 109,  "Accounting  for Income  Taxes." Under the liability
method,  deferred  taxes are  determined  based on the  differences  between the
financial statement and tax basis of assets and liabilities at enacted tax rates
in effect in the years in which the  differences  are  expected to  reverse.  At
December 31, 1997, the Company had federal net operating loss  carryforwards  of
approximately  $11,000,000,  which will expire  beginning in fiscal 2010.  These
losses are limited by the provisions of Section 382 of the Internal Revenue Code
due to a considered  more than 50% change in ownership  with the issuance of the
Convertible Subordinated Debentures in August 1997. Following such a change, the
utilization of tax loss  carryforwards is limited to the value of the Company on
the date of such change,  multiplied by the Federal  long-term  exempt rate (the
"annual  limitation").   To  the  extent  amounts  available  under  the  annual
limitation  are not used,  they may be carried  forward for the  remainder of 15
years  from the date the losses  were  originally  incurred.  As a result of the
change  in  ownership,   use  of  net  operating   losses  will  be  limited  to
approximately $300,000 per year subject to certain additional limitations.

     The Company has deferred tax asset of approximately  $1,500,000 at December
31, 1997,  representing  principally  the tax benefit of the loss carry forwards
under Section 382 and for periods  subsequent to the effective date of the Plan.
This  deferred  tax  asset  has been  offset by a 100%  valuation  allowance.  A
valuation  allowance  is  provided  when it is more  likely  than not that  some
portion of the deferred tax asset will not be realized.  Based on the  Company's
operating  results  to date a full  valuation  allowance  has been  recorded  at
December 31, 1997.

NOTE 10 -- STOCK OPTIONS AND WARRANTS

Stock Options

     On October 30, 1997,  the Board of Directors of the Company (the  "Board"),
subject to shareholder approval,  adopted the October 30, 1997 Stock Option Plan
(the "1997  Plan").  The  aggregate  number and class of shares  that may be the
subject of options  granted  pursuant  to the 1997 Plan is  1,000,000  shares of
Common Stock, $.60 par value, of the Company.  The options to be granted may, at
the  discretion  of the Company,  be designated to be options which will qualify
for incentive stock option treatment ("ISO's) under the Internal Revenue Code of
1986,   as  amended  (the   "Code")  or  options   which  will  not  so  qualify
("Non-ISO's").   Officers,  directors  and  key  employees  of  the  



                                       21
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 10 -- STOCK OPTIONS AND WARRANTS (continued)

Company or  subsidiaries  of the Company,  as determined by the Board,  shall be
eligible to receive  options  under the 1997 Plan.  The  exercise  price for the
Shares  purchasable  under ISOs  granted  pursuant to the 1997 Plan shall not be
less than 100%, or, in the case of an ISO granted to a Ten Percent  Shareholder,
110%, of the fair market value per share of the Shares  subject to the ISO under
the plan at the Date of Grant, as determined by the Board.  Under the 1997 Plan,
the Board shall have absolute discretion in determining the period during which,
the rate at which,  and the terms and  conditions  upon which any option granted
may be  exercised.  Except as set forth in the 1997 Plan,  ISOs shall  terminate
upon the date of voluntary or involuntary  termination of employment  regardless
of the  expiration  date specified in such ISO. No option granted under the Plan
may be sold, pledged, assigned or transferred in any manner except to the extent
that options may be exercised by an executor or administrator  upon the death of
the holder.  On November  23,  1998,  the Board  consented to an increase in the
aggregate  number of shares that may be the subject of options granted  pursuant
to the 1997 Plan to 2,000,000 shares. This proposed increase in shares available
unde the 1997 Plan is subject to shareholder approval.

     The 1997 Plan and any  options  granted  pursuant to the 1997 Plan prior to
May 28, 1998 received  approval of the  shareholders  at the special  meeting in
lieu of an annual meeting held on May 28, 1998.

     Non-ISO's issued and outstanding at December 31, 1998 are as follows:

                                       Shares     Exercise  Price  Expiration
                                      Issuable       Per Share        Date
                                      --------    ---------------  ----------
Non ISO's Issued to
President and CEO in October 1997      300,000          (a)          9/2007
Non ISO's Issued to
Directors in October 1997              145,000          (b)           (b)
Non ISO's issued to former Director
and employee                           230,000         $2.25         9/2002
                                       -------
Total                                  675,000
                                       =======

     (a) The exercise prices for the 300,000 shares granted to the President and
CEO on 10/30/97 are originally as follows: 100,000 with an exercise price of the
mean between closing bid and closing asked prices on 10/30/97;  100,000 at $1.75
per share;  100,000 at $2.00 per share.  In November 1998, the Board reduced the
exercise  price of all  300,000  options to $.3125  per  share.  The term of all
options is ten years.

     (b) The original  exercise prices and the terms for the 145,000 options are
as follows:  (i) five-year  non-qualified  options to purchase 100,000 shares at
the  closing  mean  price for the  common  stock on  10/30/97;  1/3  immediately
exercisable,  1/3  commencing  11/1/98  and 1/3  commencing  11/1/99;  and  (ii)
five-year  non-qualified  options,  exercisable to purchase 45,000 shares at the
closing mean price for the common stock on 10/30/97. In November 1998, the Board
reduced the exercise price of all 145,000 options to $.3125 per share.

     ISO's issued and outstanding at December 31, 1998 are as follows:

                                       Shares     Exercise Price   Expiration
                                      Issuable       Per Share        Date
                                      --------    ---------------  ----------
ISO's issued to President
& CEO in October 1997                  200,000          (c)            (c)
ISO's issued to Secretary,            
Executive VP and CFO                   100,000          (d)          12/2002
ISO's issued to Other                 
Key Employees                           50,000          (d)          1/2003
                                       -------
    Total                              350,000
                                       =======
                                     


                                       22
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 10 -- STOCK OPTIONS AND WARRANTS (continued)

     (c) The  original  exercise  prices for the  200,000  shares  issued to the
President & CEO in October 1997 are as follows:  (i) 68,817  shares  purchasable
upon exercise of incentive stock options at an exercise price of $1.453125; (ii)
131,183  shares  purchasable  upon  exercise of  incentive  stock  options at an
exercise  price of $1.453125 per share,  which options are first  exercisable in
1999 (68,817  shares) and in 2000 (62,366  shares).  In November 1998, the Board
reduced the exercise price of all 200,000 options to $.3125 per share.

     (d) The original  exercise  prices equaled the mean between the closing bid
and  the  closing   asked  prices  for  the   Company's   common  stock  in  the
over-the-counter  market on the grant date. In November  1998, the Board reduced
the exercise price to $.3125 per share.

     On July 31, 1998,  the Board approved the issuance to certain key employees
options to purchase an aggregate of 100,000 shares of the Company's Common Stock
at an original exercise price of $.75 per share that was subsequently reduced by
the Board in November 1998 to an exercise price of $.3125 per share. On December
11, 1998, the Board  approved the issuance of additional  options to purchase an
aggregate of 787,000  shares of the Company's  Common Stock at an exercise price
of $.375 per share. The additional option grants were as follows: 275,000 to the
President & CEO,  250,000 to the  Executive VP and CFO,  250,000 to  non-officer
Directors, and 12,000 to certain key employees. As of December 31, 1998, options
to purchase only 55,000 shares were available for grant under the 1997 Plan. The
additional  832,000 shares to be issued are subject to  shareholder  approval of
the Board's proposed  increase in the number of shares authorized under the 1997
plan.

     In July 1998, the Company granted 100,000 options to purchase the Company's
Common  Stock at an exercise  price of $.375 per share (the closing bid price on
the date of related  marketing  service  agreement)  to a public  relations  and
direct  marketing  advertising  firm as  consideration  for the public relations
firms services in publicizing the Company to brokers,  prospective investors and
shareholders.

     Options outstanding are summarized as follows:

                                              Nine Months      
                                                 Ended            Year Ended
                                           December 31, 1998    March 31, 1998
                                           -----------------    --------------
Options Outstanding at Beginning of Period      1,025,000             80,000    
Options Granted                                   100,000          1,548,077(a)
Options Expired                                        --                 --
Options Exercised                                      --           (523,077)
Options Transferred                                    --                 --
Options Cancelled                                      --            (80,000)
                                             ------------         ----------
Options Outstanding at End of Period            1,125,000          1,025,000
                                             ============         ==========
Exercise Price per Share                     $.3125-$2.25         $.62-$2.29
Fair Value of Options Granted                       $1.66              $1.66
                                                              
     (a)  945,000 of the  options  granted  during the year ended March 31, 1998
were under the October  30, 1997  Incentive  Stock  Option Plan  approved by the
shareholders  on May 28, 1998 ("1997 Plan") and 80,000  options were granted via
Board of Directors  approval in September  1997. The remaining  603,077  options
granted  during the year ended  March 31, 1998 were  pursuant  to the  unanimous
written consent of the Board of Directors on September 29, 1997.

     Proforma  results  of  operations,  had SFAS 123 been used to  account  for
stock-based  compensation  cost, would have resulted in additional  compensation
expense of approximately  $2,966,000 for the year ended March 31, 1998 resulting
in a proforma  net loss of  approximately  $13,446,000  for that same  reporting
period.


                                       23
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 10 -- STOCK OPTIONS AND WARRANTS (continued)

     The fair market  value of the options  were  estimated at the date of grant
using a Black-Scholes  option pricing model with the following  weighted-average
assumptions,  respective:  risk-free  interest  rates of 14%,  dividend yield of
0.0%,  volatility  factors of the expected market price of the Company's  Common
Stock of 203% and an expected life equaling the warrants exercise periods.

Warrants

     As of December 31, 1998, there were Class A warrants that expire on May 12,
1999 to purchase  570,415  shares of the  Company's  Common Stock at an exercise
price of $2.25 per share.

     As  of  December  31,  1998,  there  are  five-year  warrants   outstanding
exercisable  to  purchase  500,000  shares of Common  Stock that were  issued in
connection with a lending transaction as discussed more fully in Note 5(B)(2).

     As of December 31, 1998,  there were ten year  warrants  outstanding,  with
full  registraton  rights,  exercisable  to  purchase  1,000,000  shares  of the
Company's  Common  Stock at an  exercise  price of  $.09375  per share that were
issued  to the  Company's  President  and CEO as  consideration  for a  personal
guarantee of $374,000 advance received by the Company (see Note 8(B)).

     As  of  December  31,  1998,  there  were  five-year  warrants  outstanding
exercisable  to purchase  5,000,000  shares of the Company's  Common Stock at an
exercise  price of $.17182  per share (110% of the closing bid price for the day
immediately  preceding  the  initial  closing of the sale of Series D  Preferred
Stock) that were issued to the Placement Agent as  compensation  for the closing
of the sale of Series D Preferred Stock (See Note 8 (B)).

NOTE 11 --  OPERATING LEASE

     On December 8, 1997, the Company  entered into a five year operating  lease
expiring  December  31, 2002 for 1,500  square feet of office space in Melville,
Long Island,  New York.  Minimum  future rental  payments  under this  operating
lease, including electric is $35,735 per annum.

NOTE 12 -- DELISTING FROM NASDAQ STOCK MARKET 

     In  response  to a notice  that its common  stock  would be  delisted  from
trading  on the NASDAQ  Small Cap  Market  due to failure to  maintain a minimum
$1.00 bid price in the over-the-counter market, in September 1998, the Company's
Board of  Directors  approved a 1 for 8 reverse  stock split of its common stock
subject to stockholder approval. A special stockholder meeting was to be held on
October 15, 1998 to consider the proposed  reverse stock split. In October 1998,
the Company announced that the stockholder meeting date was being postponed.

     The  Company  requested  a hearing  with  NASDAQ to discuss  the  continued
listing of the  Company's  Common  Stock on the  NASDAQ  Small Cap  Market.  The
hearing  was held on October 29,  1998.  On January 4, 1999,  NASDAQ  elected to
delist the Company's securities from the Nasdaq Small Cap market because, due to
the absence of additional  financing,  Nasdaq lacked confidence in the Company's
ability to achieve and sustain long term compliance with the net tangible assets
requirement of Nasdaq. Upon the successful closing of the proposed  transactions
more  fully  discussed  in  Notes 13 and  16(A),  the  Company  will  apply  for
reinstatement on the Nasdaq Stock Market.

NOTE 13 -- BUSINESS PLAN AND LIQUIDITY

     The Company's wholly owned  subsidiary,  PCN, is currently seeking to raise
funds, which may include the issuance of equity  securities,  necessary to build
out a wireless  communications  network,  thus  utilizing  the Company's six PCS
licenses  in  Vermont,  Maine and a portion of upstate  New York,  with  certain
overlap in  Pennsylvania  and New  Hampshire.  On October 21, 1998,  the Company
received a commitment  for a $16 million term loan facility from a PCS equipment
vendor.  The  commitment  is subject  to,  among other  conditions,  the Company
obtaining binding commitments for equity  contributions and/or subordinated debt
in the  amount of at least $16  million.  The 


                                       24
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 13 -- BUSINESS PLAN AND LIQUIDITY (continued)

original  commitment expired on December 15, 1998,  however,  the commitment was
extended  until  February 26,  1999.  The Company has  requested  an  additional
extension  to April  30,  1999 to  coincide  with the  closing  of the  proposed
investment of $16.0 million more fully discussed in Note 16(A).  There can be no
assurance that the Company will be able to secure financing  sufficient to cover
the cost  associated  with the system  build  out,  its  operations  and the FCC
licenses.

     In January  1999,  the  Company  signed a letter of intent with a potential
investor that  reflects the intention of the potential  investor to purchase 80%
of the Common Stock of the Company for $16,000,000 and provide a working capital
loan for  $1,000,000.  See Note 16(A) for further  discussions  of the  proposed
transaction.

     See Note 2 for further  discussion  of debt  reduction  resulting  from the
Company's  election  of  the  Disaggregation   Option.   Based  on  management's
continuing negotiations for vendor and other third party financing,  election of
the Disaggregation Option as discussed in Note 2 should enhance PCN's ability to
secure such financing.

     In July 1998,  management made the decision to discontinue reselling paging
airtime for Skytel, a nationwide paging carrier,  and focus its sales efforts on
adding direct subscribers and resellers to the Company's 900 MHz Glenayre paging
system. In connection with this decision,  management  entered into a settlement
agreement  effective  July 1, 1998  with  Skytel.  Pursuant  to the terms of the
settlement agreement, the Company paid Skytel approximately $98,000 and tendered
its Skytel customer base and the  corresponding  accounts  receivable to Skytel,
who will assume all future  billing,  collections and customer  service.  Skytel
will apply 25% of all future cash collections from the transferred customer base
against  the  remaining  balance  due to Skytel  after  payments  made under the
Settlement Agreement.  Once the balance due to Skytel of approximately  $194,000
(after applying the $98,000 payment discussed above) has reached $75,000, Skytel
will  release the  Company  from any further  obligations  under the  Settlement
Agreement.  As of December 31, 1998, the balance due to Skytel was approximately
$130,000.

     On March 16, 1998,  TCI,  the  Company's  wholly  owned paging  subsidiary,
entered  into a  Management  Service  Agreement  with Paging  Source of New York
("PSNY").  Under  this  Agreement,  PSNY was to,  among  other  things,  perform
billing,  customer service and other management services for a monthly fee. As a
result of PSNY's subsequent  breach of this Agreement,  TCI has internalized the
management of paging operations.  In response to this, TCI purchased new billing
software,  hired a  general  manager,  director  of sales and  several  customer
service representatives and billing personnel.  However, due to continued losses
from  operations and a working capital  deficiency and managements  inability to
raise the funds  necessary  to  continue  operations  until  such time that said
paging operations could become cash flow positive,  management determined in the
fiscal  1999 third  quarter  that a  dissolution  of the paging  operations  was
necessary. See Note 4 for further discussion.

     The Company's financial  statements for the three months ended December 31,
1998 have  been  prepared  on a going  concern  basis,  which  contemplates  the
realization  of assets and  settlement of  liabilities  and  commitments  in the
normal course of business.  The Company has continued to incur net losses with a
net loss of $6,615,568  for the nine months ended December 31, 1998. The Company
had a working capital deficiency of $3,457,113 at December 31, 1998 and its cash
used  by  operations  during  the  nine  months  ended  December  31,  1998  was
$2,022,823.  If cash flows from  operations  were assumed to be the same for the
fiscal year 1999 as 1998, the Company would  continue to have a working  capital
deficiency.  Recognizing that the Company must generate additional  resources or
consider modifying operations to enable it to continue operations with available
resources,  management  has retained a public  relations  firm and certain other
independent  consultants to assist it in identifying  entities interested in its
business. However, no assurances can be given that the efforts of the Company or
that of its  consultants  will be  successful  in  raising  additional  capital.
Furthermore,  there can be no assurance,  assuming the Company raises additional
funds, that the Company will achieve profitability or positive cash flow. If the
Company is unable to obtain adequate  additional  financing,  the Company may be
required to seek bankruptcy protection from its creditors. 


                                       25
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 14 -- CONTINGENT LIABILITIES

     (A) On July 31,  1998,  the  Company  (by order of the board of  directors)
entered into an amended and restated  employment  agreement  with the president.
The term of the  agreement is for five years  commencing on November 1, 1997 and
expiring October 31, 2002 with  compensation of approximately  $975,000 over the
five-year  term.  On July 31,  1998,  the  Company  (by  order  of the  board of
directors)  entered into an amended and restated  employment  agreement with the
chief financial officer.  The term of the agreement is for five years commencing
on  January  2, 1998 and  expiring  on  January  1, 2003  with  compensation  of
approximately $815,000 over the five-year term.

     (B) On October 16,  1998,  the  Company  entered  into a purchase  and sale
contract for an 8,000 square foot  switching and customer care facility  located
in South  Burlington,  Vermont.  The total  purchase  price of the  building was
$550,000 of which a down payment of $80,000 was made which is reflected in Other
Assets.  Closing is scheduled on or before May 3, 1999 and, until such time, the
Company is leasing the facility on a month to month basis.


NOTE 15 -- PENDING LITIGATION

     (A) On or about October 15, 1997,  the Company was served with a Summons in
an action entitled:  Motorola,  Inc., Plaintiff,  v. Electronics  Communications
Corp., Defendant, in the Superior Court of New Jersey Law Division: Union County
Special Civil Part.  Motorola claims the Company owes it approximately  $106,000
including  interest  for  merchandise,  consisting  of various  pager  parts and
equipment,  restocking fees of approximately $13,100, and attorneys' fees. On or
about May 15,  1998,  Motorola  filed a Motion  for  Summary  Judgment  with the
Superior  Court of New Jersey Law  Division,  Essex  County.  On June 19,  1998,
Motorola's motion for summary judgement was denied. In October 1998, the Company
executed a Stipulation of Settlement with Motorola in settlement of the lawsuit,
which  required the Company to pay $126,500 to Motorola by November 15, 1998. As
a result of the  Company  not  making the  settlement  payment  of  $126,500  on
November  15,  1998,  Motorola  sought and  received an Order of  Judgement  for
$126,500  and is seeking a judgment  for an as yet  undetermined  amount for its
claim  for lost  profits.  The  "lost  profits"  claim  asserts  that due to the
Company's failure to purchase certain equipment, Motorola sustained lost profits
of  approximately  $1.2  million.  The Company  will seek to defend  against the
claim.  Pursuant to the Stipulation of Settlement,  the Company has the right to
pay Motorola the sum of $131,500 in full  satisfaction of its obligations  under
the  Stipulation  of  Settlement  at any time  prior to  entry of  judgement  on
Motorola's loss profits claim.

     (B) On October 29, 1998,  the Company  received an Amended  Complaint  from
Madison  Leasing Co.,  Inc. Due to the  Company's  default  under the terms of a
lease for two way radio equipment,  Madison is seeking to recover  approximately
$160,000  plus interest and  attorneys  fees.  Madison has obtained an Order for
Judgement in the amount of approximately  $160,000. The Company is disputing the
amounts  set forth in the  judgement  and the service of such  judgement  on the
Company.  However, at this time management cannot make a determination as to the
outcome of the disputes set forth above.

     (C) In November 1998, the Company was served a summons wherein Nitas,  Inc.
and Irwin Satin ("Plaintiff")  filed suit against the Company,  TCI, and certain
former and current  officers and directors of the Company.  The lawsuit seeks to
recover the amounts due under a promissory  note (see Note 6(b)) under which the
Company  is  currently  in  default,  amounts  due under the  Purchase  and Sale
Agreement for GCE (see Note 5(B)(1)),  and attorney's fees and cost of suit. The
plaintiff is seeking to recover  approximately  $500,000 in total.  At this time
management is attempting to settle this matter, however,  management cannot make
a   determination   as  to  the  outcome  of  this  lawsuit  or  the  settlement
negotiations.

     (D) In December  1998,  the Company  was served a summons  wherein  Signius
Corp.  (d/b/a  5by5  Communications)  ("Plaintiff")  filed suit  against TCI for
breach of a contract  wherein the Plaintiff  provided  certain paging service to
TCI.  The  lawsuit   seeks  to  recover   amounts  due  under  the  contract  of
approximately  $67,000,  and  attorney's  fees and cost of suit.  The amount due
under the contract is currently  reflected in the Company's accounts payable. At
this time  management  cannot  make a  determination  as to the  outcome of this
lawsuit.


                                       26
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 15 -- PENDING LITIGATION (continued)

     (E) On January 20, 1999,  counsel for an 8% convertible  debenture  holder,
filed suit  against  the  Company in the United  States  District  Court for the
Northern District of Illinois alleging that the Company is in breach of contract
with respect to the debenture  agreement.  As such, the debenture holder alleges
that they are entitled to relief in an amount  equaling $1,000 for each day that
has passed since June 18, 1998 and  approximately  181,000  additional shares of
the Company's Common Stock. The Company is currently  contemplating its defenses
in this matter, however, at this time, management cannot make a determination as
to the outcome of this lawsuit.

     (F) On  February  10,  1999,  the Company  received  notice of a Demand for
Arbitration filed with the American  Arbitration  Association by claimant Robert
P. DePalo,  former director of the Company.  The dispute arises out a consulting
contract  entered  into by Mr.  DePalo and the Company on February 1, 1998.  Mr.
DePalo  seeks  damages  in the  amount of  $106,250,  the  balance  of  payments
remaining  under the contract.  It is the position of management that Mr. DePalo
breached his obligations  under the contract and that no additional  amounts are
due or owing to Mr. DePalo.  Furthermore,  the Company will file a counter-claim
in the amount of  approximately  $25,000.  There can be no assurances  made with
respect to the Company's success in this matter.

     (G) On February 5, 1999,  Spacecom Systems,  Inc. filed a complaint against
the Company for breach of  contract  seeking  damages in an amount not less than
$19,402.99,  plus the  aggregate  amount of the monthly  payments  due under the
terms of the Agreement through January 1, 2008. It is management's position that
this  case  should  be  dismissed  as  Spacecom's  contract  is with  Electrocom
Wireless,  Inc.  and not  Northeast  Digital  Networks,  Inc.  As  Spacecom  has
improperly named the Company in the suit, the Company has requested the court to
dismiss all charges against it. Management cannot determine at this time whether
the court  will  grant the  Company's  request  to  dismiss  the suit or enter a
default  judgement against the Company.  Furthermore,  even if the Court were to
dismiss all charges  against the Company,  it is unknown  whether  Spacecom will
seek to recover damages against Electrocom Wireless, Inc., individually.

NOTE 16 -- SUBSEQUENT EVENTS

     (A) In January 1999, the Company signed a letter of intent with a potential
investor whereby said investor will invest $16.0 million in cash and provide the
Company  with a $1.0 million  working  capital loan in exchange for newly issued
shares of the  Company's  Common Stock that will  represent 80% of the Company's
issued and outstanding Common Stock after such purchase, calculated after giving
effect to all warrants,  options and  convertible  securities or other rights to
acquire  stock on a fully  exercised  or converted  basis,  assuming the maximum
shares  possible  upon  exercise or  conversion.  The Company and the  potential
investor  are in the  process of  preparing  a more  definitive  agreement.  The
closing of the proposed transaction is subject to, among other things,  approval
by the FCC. The Company will also seek shareholder approval of the transaction.

     Upon closing of the proposed transaction, proceeds received will be used in
conjunction  with the $16.0 million term loan  facility more fully  discussed in
Note 13 to develop a PCS network that will utilize the PCS licenses  held in the
Company's PCN subsidiary.

     (B) In January and  February  1999,  the Company  received  loans  totaling
$400,000 that were used for the January 27, 1999 quarterly  installment  payment
for the FCC Notes  Payable  and for  working  capital.  The loans are payable on
demand and bear interest at a rate of 8%.



                                       27
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following  discussion  should be read in conjunction  with the  consolidated
financial statements and notes thereto.

Overview

The  Company  through  its PCN  subsidiary,  is  licensed  by the FCC to provide
wireless  telecommunications  services,  which  include  the  ability to deliver
traditional  telephony  along  with new  digital  technologies  that  allow fax,
internet, e-mail and short message services (e.g., sports scores, weather, stock
quotes,  etc).  PCN's personal  communication  services  ("PCS")  licenses cover
nearly contiguous markets in Vermont,  Maine and a small portion of Northern New
Hampshire,  as well as a small  market in  Upstate  New York that  extends  into
Pennsylvania.  PCN's six Basic Trading Areas  ("BTA")  cover  approximately  1.5
million  potential  subscribers  ("POPs").  The  Company  is  currently  in  the
engineering   and  design  phase  for  the  build  out  of  a  wireless   mobile
communications  network  utilizing GSM as its technology  platform.  PCN is also
licensed to provide local and long distance  services in Vermont,  Maine and New
York and may incorporate  such services  through  "bundling," upon completion of
its PCS network.  As discussed in Note 13, the Company's ability to complete the
construction  of the PCS  network is  contingent  upon the  Company  raising the
necessary capital.

The Company, through its TCI subsidiary, had operated a state of the art digital
900MHz Glenyre  satellite-based  Flex paging system,  which covered the New York
Metropolitan  area and New Jersey.  As  discussed in Notes 4 and 13, the Company
exited from its paging operations.

Results of Operations

Three and Nine Months Ended  December 31, 1998 Compared To Three and Nine Months
Ended December 31, 1997

Paging and Two Way Radio revenues decreased $546,313 or 92% for the three months
ended December 31, 1998 compared to the three months ended December 31, 1997.

Total  revenues  decreased  $1,719,896 or 79% for the nine months ended December
31, 1998 compared to the nine months ended December 31, 1997. Paging and Two Way
Radio revenues decreased  $1,287,854 or 74% for that same nine month comparative
period.  There were no Commissions  or Electronics  revenues for the nine months
ended December 31, 1998 compared to $422,428 and $9,614,  respectively,  for the
nine months  ended  December 31, 1997.  The Company  attributes  the decrease in
Electronics revenues to its exit from the distribution of consumer  electronics,
which was  conducted  at the  Company's  wholly owned  subsidiary,  FTD. FTD was
engaged  in  the  wholesale   distribution  of  cellular   telephones,   related
accessories and other electronic products.

The Commissions  revenue decrease for the nine month comparative  period was due
to the Company ceasing activations of cellular phones which was primarily due to
the  loss  of  the   Company's   Master  Agent   Agreement   with  NYNEX  Mobile
Communications,  Inc. ("NYNEX") and Bell Atlantic Mobile,  Communications,  Inc.
("BAM").  On May 15,  1997,  the Company  entered into a Settlement & Separation
Agreement (the  "Settlement  Agreement")  whereby the Company severed its agency
relationship  with NYNEX and BAM with  respect to the  solicitation  of cellular
activations. The contract with NYNEX and BAM was the Company's largest source of
commission  income.  As a result  of the  Settlement  Agreement,  the  Company's
inability to establish a profitable  relationship with another cellular carrier,
a lack of available resources and continuing losses, the Company ceased cellular
phone  activations.  This  resulted  in a related  decrease  in cost of sales of
$275,562 for the nine month comparative period.

The  decrease of Paging and Two Way Radio  revenues  for both the three and nine
month comparative  periods was due to management's  redirecting of the Company's
resources  towards the  restructuring of the Company and its subsidiaries in the
third and fourth quarter of fiscal 1998, thus requiring a significant  reduction
of sales and marketing  personnel.  The restructuring  included a highly focused
effort to raise  additional  capital in order to settle numerous  obligations of
the  Company  and its  subsidiaries  and  re-position  the  Company  and its PCN
subsidiary  for  entry  into  the  personal   communications  service  business,
including the  preparation of a business plan for PCN and requests for proposals
that  were  sent to  various  vendors  of GSM  equipment.  This  redirection  of
resources  coupled  with  



                                       28
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES



continuing losses from operations,  the Company's  inability to raise additional
capital for the paging operations and a working capital  deficiency  resulted in
the Company's  exit from its paging  operations as further  discussed in Notes 4
and 13. There was a  corresponding  decrease in Paging and Two Way Radio cost of
sales of $279,525 or 79% for the three month comparative  period and $662,382 or
61% for the nine month comparative period.

Selling,  General and Administrative Expenses ("SGA") for the three months ended
December 31, 1998 was $861,534 compared to $1,274,830 for the three months ended
December  31, 1997, a decrease of $413,296 or 32%. SGA for the nine months ended
December  31, 1998 was  $2,927,544  compared to  $4,576,120  for the nine months
ended  December 31, 1997, a decrease of $1,648,576 or 36%. This was  principally
attributable  to the  Company's  restructuring  and  the  resulting  significant
reduction in sales and marketing personnel, somewhat offset by expenses incurred
due to the Company's  refocusing of its efforts towards the build-out of its PCS
licenses and provision of digital wireless services and the initial  engineering
and design of the proposed PCS network.

Interest  expense was  $637,458  for the three  months  ended  December 31, 1998
compared to $883,955 for the three months ended December 31, 1997 and $2,293,049
for the nine months ended  December 31, 1998 compared to $2,497,499 for the nine
months ended September 30, 1997. The decrease in interest  expense for the three
month comparative  period is primarily  attributable to the decrease of non-cash
amortization of finance charges.  For the nine month comparative  period,  total
interest  expense  was  virtually  unchanged  as the  non-cash  finance  charges
associated with the 8% convertible  debentures for the nine month period in 1997
is somewhat offset by the  amortization of deferred  finance charges  associated
with the  $500,000 10%  promissory  notes (see Note  5(B)(2)) and the  Company's
Series C Preferred Stock (see Note 8) for the nine month period in 1998.

Other Income  (Expense)  for the three and nine months ended  December 31, 1998,
includes a Loss on Writedown of Paging Assets of $1,452,794  resulting  from the
Company's  exit from paging  operations as further  discussed in Notes 4 and 13.
The three and nine month periods ended December 31, 1997 includes  Extraordinary
Income of $599,146  resulting  from the  negotiated  settlement of certain trade
accounts payable.

Net Loss for the three months ended December 31, 1998 was $2,977,439 compared to
$1,353,467  for the three months ended  December 31, 1997 and $6,615,568 for the
nine months ended  December 31, 1998 compared to $6,076,012  for the nine months
ended December 31, 1997.


LIQUIDITY AND CAPITAL RESOURCES

Since its  formation  through  December 31,  1998,  the Company has financed its
operations  and met its capital  requirements  primarily  through the use of its
cash flow from capital investments,  including the issuance of convertible notes
and debentures and convertible preferred stock.

The Company had a working  capital  deficiency  of $3,457,113 as of December 31,
1998.

Net cash used by operating  activities  for the three months ended  December 31,
1998 was $567,329 compared to $1,719,344 for the three months ended December 31,
1997 and  $2,022,823  for the nine months ended  December  31, 1998  compared to
$3,404,070 for the nine months ended December 31, 1997.

Net cash used by investing  activities  for the three months ended  December 31,
1998 was $0 compared to $1,066,470  for the three months ended December 31, 1997
and net cash used by investing activities for the nine months ended December 31,
1998 was  $49,589  compared  to net cash  provided by  financing  activities  of
$13,442 for the nine months ended December 31, 1997.

Net cash provided by financing  activities  for the three months ended  December
31, 1998 was $467,625 compared to $2,164,888 for the three months ended December
31, 1997.  Net cash provided by financing  activities  for the nine months ended
December 31, 1998 was $342,777  compared to $4,981,747 for the nine months ended
December 31, 1997.


                                       29
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES


The Company's financial  statements for the three months ended December 31, 1998
have been prepared on a going concern basis,  which contemplates the realization
of assets and settlement of liabilities  and commitments in the normal course of
business.  The  Company  has  continued  to incur net losses  with a net loss of
$6,615,568  for the nine  months  ended  December  31,  1998.  The Company had a
working capital  deficiency of $3,457,113 at December 31, 1998 and its cash used
by operations during the nine months ended December 31, 1998 was $2,022,823.  If
cash flows from  operations were assumed to be the same for the fiscal year 1999
as 1998,  the  Company  would  continue  to have a working  capital  deficiency.
Recognizing  that the Company  must  generate  additional  resources or consider
modifying  operations  to  enable  it  to  continue  operations  with  available
resources,  management  has retained a public  relations  firm and certain other
independent  consultants  to  assist it in taking  steps to  minimize  this cash
shortfall and to assist it in identifying  entities  interested in its business.

Although the Company,  was able to raise  $400,000 of working  capital  loans in
January and February 1999 as discussed in Note 16(B), no assurances can be given
that the efforts of the Company or that of its  consultants  will continue to be
successful  in  raising  additional  capital.  Furthermore,   there  can  be  no
assurance,  assuming the Company raises  additional funds, that the Company will
achieve  profitability or positive cash flow. If the Company is unable to obtain
adequate  additional  financing,  the Company may be required to seek bankruptcy
protection from its creditors. 

YEAR 2000 ISSUE

Many  existing  computer  programs use only two digits to identify a year in the
date field.  These programs were designed and developed without  considering the
impact of the upcoming  change in the century.  If not corrected,  many computer
applications  could fail or create erroneous results by or at the Year 2000. The
Year 2000 issue affects virtually all companies and  organizations.  The Company
has reviewed its existing  computer programs and it believes that it will not be
adversely  affected by the Year 2000 Issue.  However,  there can be no assurance
that  the  Company's  suppliers,  creditors,  customers  and  financial  service
organizations  may not be  adversely  affected  by the Year 2000  issue and as a
result, there can be no assurance as to the impact of the Year 2000 issue on the
Company.

FORWARD LOOKING STATEMENTS

In addition to statements of historical  fact,  this quarterly  report  contains
forward-looking  statements  reflecting  the Company's  expectations  or beliefs
concerning future events which could materially affect the Company's performance
in the future.  The Company cautions that these and similar  statements  involve
risks noted in the  Company's  SEC  filings  which may cause  actual  results to
differ  materially.  Such risks include the possible inability of the Company to
raise  additional  financing  required  to pay the  purchase  price  for its PCS
licenses  and to build out its planned PCS network.  Forward-looking  statements
are made in the context of  information  available  as of the date  stated.  The
Company  undertakes no obligation to update or revise such statements to reflect
new circumstances or unanticipated events as they occur.



                                       30
<PAGE>


                                     PART II


                                OTHER INFORMATION

Item 1.  Legal Proceedings

     The Company incorporates herein the information set forth in Note 15 to the
Financial Statements of this report.

Item 2.  Changes in Securities and Use of Proceeds

     None

Item 3.  Defaults Upon Senior Securities

     None

Item 4.  Submission of Matters in a Vote of Security Holders

     None

Item 5.  Other Information

     None

Item 6.  Exhibit and Reports on Form 8-K

     None


                                       31
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES




                                   SIGNATURES


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

DATED: February 19, 1999      

                         NORTHEAST DIGITAL NETWORKS, INC.
                         (formerly ELECTRONICS COMMUNICATIONS CORP.)



                         By: /s/ Joseph A. Rosio
                         -------------------------------------------------------
                         Joseph A. Rosio, President, Principal Executive Officer

                         By: /s/ Christopher J. Garcia
                         -------------------------------------------------------
                         Christopher J. Garcia, Treasurer, Principal Financial 
                         and Accounting Officer



                                       32