SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10QSB/A
                                Amendment No. 1

(Mark One)

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

                For the quarterly period ended September 30, 1997

                                       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 


                        ELECTRONICS COMMUNICATIONS CORP. 
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



          Delaware                                         11-2649088
--------------------------------------------------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer 
incorporation or organization)                         Identification Number) 


         10 Plog Road
     Fairfield, New Jersey                                    07004
----------------------------------------                    ----------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:  (201) 808-8862   
 
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 November 17, 1997 was 4,052,576 shares (see Note 1).
<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES 

                                      INDEX


        PART 1.     FINANCIAL INFORMATION (UNAUDITED)                           

        Item 1.     Consolidated Financial Statements

                    Consolidated  Balance Sheets  September 30, 1997,  March 31,
                    1997 and December 31, 1996

                    Consolidated  Statements of Operations for the three and six
                    months ended September 30, 1997 and 1996

                    Consolidated  Statements  of Cash  Flows for the six  months
                    ended September 30, 1997

                    Consolidated  Statements of Changes in Stockholders'  Equity
                    for the six months ended September 30, 1997

                    Notes to Consolidated Condensed Financial Statements        


        Item 2.     Management's Discussion and Analysis  
                                          

        PART II.    OTHER INFORMATION                                           

                    Signature page                                              


<PAGE>
<TABLE>
<CAPTION>
                    ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS

                                          ASSETS

                                                                           SEPTEMBER 30,           MARCH 31,            DECEMBER 31,
                                                                               1997                  1997                  1996
                                                                           ------------          ------------          ------------
                                                                            (UNAUDITED)          (UNAUDITED)
<S>                                                                        <C>                   <C>                   <C>         
CURRENT ASSETS
  Cash ...........................................................         $    127,725          $     48,620          $    179,188
  Accounts Receivable
    (Net of $466,774 Allowance for Doubtful
     Accounts at September 30, 1997, $504,000
     at March 31, 1997 and $574,910 at
     December 31, 1996.) .........................................              339,197               685,709               676,797
  Inventories ....................................................               63,351               256,698               187,953
  Loan Receivable ................................................              114,560               114,560               114,560
  Paging and Two-Way Radio Assets Held for Sale ..................            3,117,768
  Prepaid Expenses ...............................................              109,202                 6,158                12,162
                                                                           ------------          ------------          ------------
               TOTAL CURRENT ASSETS ..............................            3,871,803             1,111,745             1,170,660
                                                                           ============          ============          ============
                                                                            
PROPERTY AND EQUIPMENT
  Property and Equipment .........................................              415,221             2,794,870             2,754,910
  Accumulated Depreciation .......................................             (220,419)             (778,502)             (634,314)
                                                                           ------------          ------------          ------------
         NET PROPERTY AND EQUIPMENT ..............................              194,802             2,016,368             2,120,596
                                                                           ============          ============          ============
OTHER ASSETS
   PCS Licenses ..................................................           21,188,375            20,037,759            19,473,392
  Marketing Service Contract .....................................              673,459             1,027,911             1,205,137 
   Loan Origination Fees .........................................                 --                 289,876               808,287
   Paging Carrier Agreement ......................................                 --                 962,835               980,022
  Deferred Private Placements Costs ..............................                 --                 347,971               237,243
   Deferred Debenture Costs ......................................              325,000                  --                    --   
  Deferred PCS License Costs .....................................              367,628               366,650               335,932
  Security Deposits and Other Assets .............................              139,850               126,945               160,795
   Goodwill ......................................................                 --                  63,459                66,202
   Deferred Registration Costs ...................................               75,418                84,176                84,176
   Deferred PCS Costs.............................................               24,616                19,050                  --
                                                                           ------------          ------------          ------------
                 TOTAL OTHER ASSETS ..............................           22,794,346            23,326,632            23,351,186
                                                                           ============          ============          ============
                       TOTAL ASSETS ..............................         $ 26,860,951          $ 26,454,745          $ 26,642,442
                                                                           ============          ============          ============
</TABLE>
                See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
   
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                           SEPTEMBER 30,           MARCH 31,            DECEMBER 31,
                                                                               1997                  1997                  1996
                                                                           ------------          ------------          ------------
                                                                            (UNAUDITED)          (UNAUDITED)
<S>                                                                        <C>                   <C>                   <C>         
CURRENT LIABILITIES
  Accounts Payable ...............................................         $  3,103,605          $  1,971,849          $  1,956,329
  Notes Payable - Other ..........................................              176,621               941,949             1,081,538
  Current Portion of Bank Note ...................................               90,224                95,000                95,000
  Current Portion of Obligations Under
    Capital Leases ...............................................              837,165               234,885               234,885
  Current Portion of Long Term Debt ..............................               46,277                 8,793                 8,793
  Private Placement Advance ......................................                 --               1,628,254               500,000
  Accrued Expenses ...............................................              227,491             1,002,617               552,005
  Accrued Interest ...............................................            1,440,673               607,429               493,401
  Customer Deposits ..............................................               22,854                23,929                24,009
                                                                           ------------          ------------          ------------
          TOTAL CURRENT LIABILITIES ..............................            5,944,910             6,514,705             4,945,960
                                                                           ------------          ------------          ------------
LONG TERM LIABILITIES
  Notes Payable to Stockholders ..................................              162,360                92,215               181,677
  Notes Payable to FCC............................................           16,792,258            16,482,516            16,348,771
  Long Term Debt .................................................                 --                  41,879                43,971
  Obligations under Capital Leases ...............................                 --                 682,377               745,639
  8% Cumulative Convertible Debentures ...........................            3,766,111                  --                    --   
                                                                           ------------          ------------          ------------
TOTAL LONG TERM LIABILITIES ......................................           20,720,729            17,298,987            17,320,058
                                                                           ------------          ------------          ------------
Minority Interest ................................................              439,703               424,542               415,474

STOCKHOLDERS' EQUITY
  Preferred Stock, par value $.01 per share, 8,000,000 authorized,
     4,000,000 Series B Non-Voting Convertible Shares issued
     outstanding at September 30, 1997, March 31, 1997
     and December 31 1996, respectively ..........................               40,000                40,000                40,000
  Common Stock, par value $.60 per share, 40,000,000 authorized,
     issued and outstanding, 1,065,765 at September 30, 1997 and
     1,015,765 at March 31, 1997 and December 31, 1996 (Note 1) ..              639,460               609,460               609,460 
  Additional Paid-In Capital .....................................           20,527,463            18,295,820            18,295,820
  Retained (Deficit) .............................................          (15,445,613)          (10,723,068)           (8,978,629)
  Subscription Receivable ........................................           (6,000,000)           (6,000,000)           (6,000,000)
  Notes Receivable arising from Common Stock Purchase
  Warrants Sold ..................................................               (5,701)               (5,701)               (5,701)
                                                                           ------------          ------------          ------------
         TOTAL STOCKHOLDERS' EQUITY ..............................             (244,391)            2,216,511             3,960,950
                                                                           ============          ============          ============

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .......................         $ 26,860,951          $ 26,454,745          $ 26,642,442
                                                                           ============          ============          ============
</TABLE>
    
                See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
   
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                                SIX MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                          --------------------------
                                                             1997            1996
                                                          -----------    -----------
<S>                                                       <C>            <C>        
REVENUES
  Paging & Two Way Radio ..............................   $ 1,152,573    $   631,390
  Commissions .........................................       442,259      1,706,764
  Electronics .........................................         9,614      1,791,762
  Interest Income .....................................         3,499    $    16,600
                                                          -----------    -----------
                        TOTAL SALES ...................     1,607,945      4,146,516
                                                          ===========    ===========
COST OF SALES
  Paging & Two Way Radio ..............................       735,673        540,853
  Commissions .........................................       275,562      1,350,487
  Electronics .........................................       389,275      1,529,412
                                                          -----------    -----------
                TOTAL COST OF SALES ...................     1,400,510      3,420,752
                                                          ===========    ===========
                       GROSS PROFIT ...................       207,435        725,764
                                                          ===========    ===========
EXPENSES
  Selling .............................................       954,952      1,005,337
  General and Administrative ..........................     2,346,338      2,659,235
  Interest Expense ....................................     1,613,529        107,302
                                                          -----------    -----------
                     TOTAL EXPENSES ...................     4,914,819      3,771,874
                                                          ===========    ===========
INCOME BEFORE MINORITY INTEREST,
AND INCOME TAXES ......................................    (4,707,384)    (3,046,110)
                                                          ===========    ===========
 Minority Interest in Loss of Consolidated Subsidiaries       (15,161)        15,254
                                                          -----------    -----------
LOSS BEFORE INCOME TAXES ..............................    (4,722,545)    (3,030,856)
  Income Taxes ........................................          --             --   
                                                          -----------    -----------
NET LOSS ..............................................   ($4,722,545)   ($3,030,856)
                                                          ===========    ===========

LOSS PER COMMON SHARE .................................   ($     4.26)   ($     6.36)
                                                          -----------    -----------
AVERAGE COMMON SHARES OUTSTANDING (NOTE 1) ............     1,109,587        476,880
                                                          ===========    ===========
</TABLE>
    

                See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
   
                    ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (UNAUDITED)

                                                               THREE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                          --------------------------
                                                              1997           1996
                                                          -----------    -----------
<S>                                                       <C>            <C>        
REVENUES
  Paging & Two Way Radio ..............................   $   607,041    $   631,390
  Commissions .........................................       346,686        670,595
  Electronics .........................................          --          561,494
  Interest Income .....................................         3,069          2,500
                                                          -----------    -----------
                        TOTAL SALES ...................       956,796      1,865,979
                                                          ===========    ===========
COST OF SALES
  Paging & Two Way Radio ..............................       388,506        540,853
  Commissions .........................................       189,899        541,525
  Electronics .........................................       379,854        557,494
                                                          -----------    -----------
                TOTAL COST OF SALES ...................       958,259      1,639,872
                                                          ===========    ===========
                       GROSS PROFIT ...................        (1,463)       226,107
                                                          ===========    ===========
EXPENSES
  Selling .............................................       412,748        624,771
  General and Administrative ..........................     1,408,143      1,974,124
  Interest Expense ....................................     1,519,266         63,975
                                                          -----------    -----------
                     TOTAL EXPENSES ...................     3,340,157      2,662,870
                                                          ===========    ===========
 INCOME BEFORE MINORITY INTEREST,
 AND INCOME TAXES .....................................    (3,341,620)    (2,436,763)
                                                          -----------    -----------

 Minority Interest in Loss of Consolidated Subsidiaries       (11,359)        15,254
                                                          -----------    -----------

LOSS BEFORE INCOME TAXES ..............................    (3,352,979)    (2,421,509)
                                                          ===========    ===========
  Income Taxes ........................................          --             --   
                                                          -----------    -----------
NET LOSS ..............................................   ($3,352,979)   ($2,421,509)
                                                          ===========    ===========
LOSS PER COMMON SHARE .................................   ($     2.98)   ($     5.08)
                                                          ===========    ===========

AVERAGE COMMON SHARES OUTSTANDING (NOTE 1) ............     1,124,823        476,880
                                                          ===========    ===========
</TABLE>
    
                See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
   
                     ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (UNAUDITED)

                                                                 SIX MONTHS ENDED
                                                                   SEPTEMBER 30,
                                                           -------------------------- 
                                                               1997          1996
                                                           -----------    ----------- 
<S>                                                        <C>            <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss .............................................   ($4,722,545)   ($3,030,856)
  Adjustments to Reconcile Net Loss to
  Net Cash Used By Operations:
   Issue of Common Stock for Marketing Agreement .......          --      $ 1,625,000
   Issue of Common Stock for interest expense ..........        33,334
  Depreciation and Amortization ........................       618,941         65,183 
  Non-cash Interest Expense.............................     1,383,161           --
  Amortization of Service Contract .....................       354,452           --   
  Minority Interest in Loss ............................       (15,161)          --   
  Changes in:
  Accounts Receivable ..................................      (260,214)      (288,044)
  Inventories ..........................................      (293,949)       362,058
  Prepayments ..........................................      (103,044)        30,942
  Accounts Payable .....................................     1,131,756         26,273
  Accrued Expenses and Taxes Payable ...................      (827,553)       (85,272)
  Accrued Interest .....................................       885,671            --   
  Customer Deposits ....................................        (1,075)        24,008
Changes in assets and liabilities net of effects from
purchase of Threshold Communications, Inc. .............
 Accounts Receivable ...................................          --          256,347
 Inventory .............................................          --          (71,230)
 Prepaid Expenses ......................................          --          (11,663)
 Accounts Payable ......................................          --          292,642
Accrued Expenses and Taxes Payable .....................          --              904
                                                           -----------    ----------- 
    TOTAL ADJUSTMENTS ..................................     2,906,319      2,227,148
                                                           ===========    =========== 
NET CASH  USED  IN
OPERATING ACTIVITIES ...................................    (1,816,226)      (803,708)
                                                           ===========    ===========

</TABLE>
    

                See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
                     ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (UNAUDITED)

                                                                 SIX MONTHS ENDED
                                                                   SEPTEMBER 30,
                                                           -------------------------- 
                                                               1997          1996
                                                           -----------    ----------- 
<S>                                                        <C>            <C>         
CASH FLOWS FROM INVESTING ACTIVITIES
  Paging Carrier Agreements and Other Assets ...........    (1,000,345)       (86,223)
  Deferred PCS License and Buildout Costs ..............        (6,544)    (1,716,092)
  Additions to Property and Equipment ..................       (46,139)       (47,356)
  Payment for purchase of Threshold Communications, Inc. 
    net of cash acquired ...............................          --         (180,556)
                                                           -----------    ----------- 
NET CASH USED IN INVESTING ACTIVITIES ..................    (1,053,028)    (2,030,227)
                                                           ===========    ===========

CASH FLOWS FROM FINANCING
ACTIVITIES
 Loan Receivable .......................................          --          564,000
  Stockholder Loan Receivable ..........................          --          (81,723)
  Purchase Warrants ....................................          --           33,300
  Deferred Private Placement Costs .....................       347,971       (150,521)
  Deferred Debenture Costs .............................      (325,000)          --   
 Deferred Registration Costs ...........................         8,758        (41,856)
  Net Proceeds (Payments) of Shareholder Loans .........        70,145       (214,853)
  Proceeds of Other Loans ..............................       309,742        445,336
  Private Placement Advance ............................    (1,628,254)          --   
  Payments of Bank Loans ...............................        (4,776)        (5,000)
  Proceeds from Debentures..............................     4,513,093
  Payments of Other Loans ..............................      (394,723)        23,000
  Principal Payments of Capital Lease Obligations ......       (80,097)       (80,413)
  Sale of Common Stock .................................       131,500      2,311,005
                                                           -----------    ----------- 
NET CASH PROVIDED BY
FINANCING ACTIVITIES ...................................     2,948,359      2,802,275
                                                           ===========    ===========

NET INCREASE (DECREASE) IN CASH ........................        79,105      (31,660)
                                                           ===========    ===========
CASH, BEGINNING OF PERIOD...............................        48,620         54,329
                                                           -----------    ----------- 

CASH, END OF PERIOD.....................................   $   127,725   $    22,669
                                                           ===========    ===========
</TABLE>

                See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
   
                     ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (UNAUDITED)

                                                                 SIX MONTHS ENDED
                                                                   SEPTEMBER 30,
                                                           -------------------------- 
                                                               1997          1996
                                                           -----------    ----------- 
<S>                                                        <C>            <C>         


SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS
 CASH PAID DURING THE PERIOD FOR:
  Interest .............................................   $   177,941    $   131,064
  Taxes ................................................          --             --   
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
  Property Acquired Under Capital Lease ................          --      ($  424,276)
  Common Stock Issued for Payment of Loan Payable ......   $   375,000           --  
  Deferred Finance Charge for Convertible Debt..........     2,130,143           --
</TABLE>
    




                See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
   
                                          ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                                                                                      Additional         Retained   
                                              Preferred Stock                  Common Stock             Paid-In           Earnings 
                                           Shares        Amount            Shares         Amount        Capital          (Deficit) 
                                      ------------    ------------    ------------    ------------    ------------     ------------
<S>                                   <C>             <C>             <C>             <C>             <C>              <C>   

Balance as of December 31, 1996 ..       4,000,000    $     40,000       1,015,765    $    609,460    $ 18,295,820     ($ 8,978,629)
Net loss .........................            --              --              --              --               --        (1,744,439)
                                      ------------    ------------    ------------    ------------    ------------     ------------

Balance as of March 31, 1997 .....       4,000,000    $     40,000       1,015,765    $    609,460    $ 18,295,820     ($10,723,068)
                                      ============    ============    ============    ============    ============     ============
Sale of Common Stock in connection
  with Private Placement net of
  $457,239 of expenses ...........            --              --           205,861    $    123,516    $  1,889,577             --   
  Issuance of common stock for 
   consulting services............            --              --            50,000          30,000         101,500
Exchange of Common Stock and
  Warrants into 8% Cumulative
  Convertible Debentures..........            --              --          (205,861)       (123,516)     (1,889,577)            --
Valuation of Discount of Common
  Stock Available to Holders of
  8% Cumulative Convertible.......            --              --              --              --         2,130,143             -- 
  Debentures......................            --              --         
Net loss .........................            --              --              --              --                --     ($ 4,722,545)
                                      ------------    ------------    ------------    ------------    ------------     ------------

Balance as of September 30, 1997 .       4,000,000    $     40,000       1,065,765    $    639,460    $ 20,527,463     ($15,445,613)
                                      ============    ============    ============    ============    ============     ============
</TABLE>
    
<PAGE>
<TABLE>
<CAPTION>
   
                    ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                      Notes Receivable                             
                                        Arising From                                
                                        Common Stock      Subscription            
                                      Purchase Warrant     Receivable          Total 
                                        -----------       -----------       -----------
<S>                                     <C>               <C>               <C>
Balance as of December 31, 1996 ..      ($    5,701)      ($6,000,000)      $ 3,960,950
Net loss .........................             --                --         ($1,744,439)
                                        -----------       -----------       -----------

Balance as of March 31, 1997 .....      ($    5,701)      ($6,000,000)      $ 2,216,511
                                        ===========       ===========       ===========

Sale of Common Stock in connection
  with Private Placement net of
  $457,239 of expenses ...........             --                --           2,013,093   
Issuance of Common Stock in 
  connection with consulting
  agreement.......................             --                --             131,500 
Exchange of Common Stock and  
  Warrants into 8% Cumulative
  Convertible Debentures..........             --                --          (2,013,093)   
Valuation of Discount of Common
  Stock Available to Holders of
  8% Cumulative Convertible
  Debentures......................             --                --           2,130,143
Net loss .........................             --                --          (4,722,545)
                                        -----------       -----------       -----------

Balance as of September  30, 1997 .     ($    5,701)      ($6,000,000)      $  (244,391)
                                        ===========       ===========       ===========
</TABLE>
    
<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (A) Business Activity and Basis of Presentation

         During 1994,  Electronics  Communications Corp. (the "Company") 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 engages in
         the  wholesale   distribution   of  cellular   telephones  and  related
         accessories and electronic products) and Trade Zone Distributors,  Inc.
         (which  engages in the  activation of cellular  radio  subscribers  for
         commissions), both serving the New York Metropolitan Area.

         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.

         In July 1995,  the  Company  formed  Personal  Communications  Network,
         Inc.("PCN"),  a Delaware  corporation,  to  participate  in the Federal
         Communications  Commission  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 three states.
         In  February,  1997 four (4)  officers  and  directors  of the  Company
         acquired a 24% interest in "PCN".  On October 10, 1997, in anticipation
         of  agreeing  to hire a new  management  team  and  secure  anticipated
         further financing,  said four (4) officers and directors of the Company
         rescinded the original transaction.  As a result, PCN is now 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"). 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. 

         On June 28, 1996, the Company acquired 51% of Threshold Communications,
         Inc.  (which engages in the business of providing radio paging services
         in the New York  Metropolitan  Area.) On November 17, 1997, the Company
         has entered into a an agreement to acquire the remaining 49% of TCI for
         shares of the Company's common stock with a market value of $90,000 or,
         in the alternative, 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. New management has announced that
         it will seek  stockholder  ratification of the reverse stock split at a
         special meeting of stockholders expected to be held prior to the end of
         the current  fiscal year. All references to number of common shares for
         all  periods   presented   assumes  such  ratification  and  have  been
         retroactively restated for the reverse stock split.
<PAGE>
               ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

         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  six  months  ended
         September 30, 1997 are not  necessarily  indicative of the results that
         may be  expected  for the year  ended  March 31,  1998.  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 10K-SB for the year ended December
         31, 1996.

         (B) Principles of Consolidation

         The  consolidated   financial   statements   include  the  accounts  of
         Electronics Communications Corp., its wholly-owned  subsidiaries,  Free
         Trade  Distributors,  Inc., Trade Zone  Distributors,  Inc. (Trade Zone
         Distributors,   Inc.  has  a  wholly  owned   subsidiary,   Trade  Zone
         Distributors,  II, Inc.  which is an inactive,  non-operating  entity),
         Electrocomm Wireless,  Inc., and majority owned subsidiaries,  Personal
         Communications  Network,  Inc.,  Threshold  Communications,   Inc.  and
         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  accelerated  methods  over  the  estimated  useful  lives of the
         respective  assets  (5 to 7 years). 

         (D) Inventories

         Inventories  are  valued  at the  lower  of  cost  or  market,  cost is
         determined using the first in, first out method.

         (E) Revenue Recognition

         It is the Company's policy to categorize  revenue into either (i) sales
         of  electronic  goods,  (ii)  commissions  for fees  earned on sales of
         cellular radio service  contracts,  and (iii) sales of its radio paging
         and two way radio services.  Sales of electronic goods includes, but is
         not  limited to  cellular  phones  and  related  accessories  and other
         electronic  automobile  and  office  products.  Revenue  from the above
         mentioned
<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

         (E) Revenue Recognition (continued)

         products are recognized  when they are shipped.  Revenues from sales of
         electronic  goods  represented  less  than 1% and 43% of the  Company's
         total  revenue for the quarter and six months ended  September 30, 1997
         and 1996 respectively. Commissions are inclusive of fees earned for the
         sale of cellular  radio 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 radio service
         supplier  and are paid on customer  usage for a maximum of three years.
         Commission  revenue  represented  28%  and 41% of the  Company's  total
         revenue for the quarter ended September 30, 1997 and 1996 respectively.
 
         The Company establishes a reserve of 3.5% for charge-backs on customers
         that  prematurely  terminate  cellular  service.  In  addition  to  the
         commissions  paid by the cellular radio supplier,  the Company receives
         co-op fees.  Co-op fees are  reimbursements  of  expenditures  that are
         approved by the cellular radio supplier for  advertising  and promotion
         in connection with the sale of cellular radio contracts.  Revenues from
         radio paging and two way radio services are recognized in the beginning
         of the month for which they are  invoiced and amounted to 72%and 15% of
         revenues  in  the   quarter   ended,   September   30,  1997  and  1996
         respectively.

         (F) Concentration of Credit Risk

         The Company  maintains its major cash accounts in banks in the New York
         and New Jersey Area. The total cash deposits are insured by the Federal
         Deposit Insurance Corporation up to $100,000 per account.

         The Company currently  receives all of its commission  revenue from two
         major  cellular  radio and PCS carriers.  Although  there are a limited
         number of sources for this type of revenue,  management  believes  that
         other sources could provide similar  commissions on comparable terms. A
         change in  carriers  could cause a delay in  activations  and a loss of
         sales which would affect operating results adversely.

         (G) 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.
<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

         (H)  Fair Value of Financial Instruments

         At September 30, 1997,  March 31, 1997 and December 31, 1996,  the fair
         values of cash, cash equivalents,  non-convertible  short term debt and
         current portion of long-term debt, accounts payable,  accrued interest,
         accrued  salaries  and other  accrued  liabilities  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 was adjusted to reflect an imputed  interest rate of
         14% even though the actual rate is 7% which more accurately reflect the
         Company's actual borrowing rate.
   
NOTE 2 - PRIVATE PLACEMENT OF SECURITIES AND 8% CUMULATIVE CONVERTIBLE          
         DEBENTURES

         On May 29,  1997,  the Company  sold  205,861  units  consisting  of an
         aggregate   205,861  shares  of  Common  Stock  and  Class  A  warrants
         exercisable  to  purchase an  additional  aggregate  308,792  shares of
         Common  Stock at an  exercise  price of $60.00 per share  (subsequently
         reduced to $2.25 per share). The units were sold in a Private Placement
         to a number  of  unaffiliated  investors  for an  aggregate  $2,470,334
         including cash  consideration  of $2,061,999 and an exchange of Company
         notes payable and accrued interest  aggregating  $408,334.  The Company
         incurred $457,239 of expenses in connection with the Private Placement.
         All of the investors in this Private Placement  subsequently  exchanged
         their  units  for  Debentures  in the  August  1997  Private  Placement
         Offering hereinafter described.
 
         On August 7, 1997,  the  Company  consummated  a  Regulation  S Private
         Placement  Offering directed to non "United States Persons" pursuant to
         which the Company sold  $2,500,000  principal  amount of the  Company's
         Cumulative  Convertible  Debentures (the  "Debentures").  The principal
         amount of the Debentures are  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.  As a result of the Emerging Issues Task
         Force   ("EITF")   Bulletin  D-60,  as  promulgated  by  the  Financial
         Accounting Standards Board ("FASB"), the Company has recorded a finance
         charge and a  corresponding  increase to Paid in Capital of  $1,071,429
         attributable to the sale of the Convertible Debentures.  The Debentures
         bear  interest at the rate of 8% per annum  payable on August 7 of each
         year  commencing  August 7, 1998.  The  Debentures  are  redeemable and
         callable for conversion  under certain  circumstances  and are due June
         30, 2000.  The Company  paid a placement  fee equal to 10% of the gross
         proceeds and a 3%  non-accountable  expense  allowance to the Placement
         Agent.  As of September 30, 1997, no Debentures had been converted into
         shares of the Company's common stock (See Note 12).
    
<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   
NOTE 2 - PRIVATE PLACEMENT OF SECURITIES AND 8% CUMULATIVE CONVERTIBLE          
         DEBENTURES - (Continued)
 
         At the same time but separate from the  Regulation S Private  Placement
         Offering, $2,470,334 principal amount of the Debentures were offered to
         those persons who subscribed to and  participated  in the Company's May
         1997 Private  Placement of the units.  Those investors were offered the
         opportunity  to exchange all, but not less than all, of their units for
         Debentures, on a dollar for dollar basis. As a result, effective August
         7, 1997, the holders of the May 1997 Private  Placement units exchanged
         their units for an  agggregate  $2,470,334  principal  amount of the 8%
         Convertible  Debentures.  The Debentures in this separate  offering are
         convertible  at the  option of the  holder  commencing  180 days  after
         issuance.  As a result  of the EITF  Bulletin  D-60,  the  Company  has
         reduced the carrying  value of the  Debentures  and  increased  Paid In
         Capital in the amount of  $1,058,715  and recorded a finance  charge of
         $311,733 on the sale of these convertible debentures.
    
NOTE 3 - PCS LICENSES

         (A)  The  PCS  licenses  were  awarded  in  a  Federal   Communications
         Commissions ("FCC") "C" Block Auction.  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 after ten (10) years.

         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.  Included in the license costs are certain legal fees incurred in
         obtaining  the  license.  Capitalized  PCS  interest  in the  amount of
         $1,750,897  is  included  in PCS  Licenses  at  September  30, 1997 and
         represents interest capitalized in conjunction with these licenses. 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 40 year period.

         On October  16,  1997 in an effort to bring  relief to C-Block  license
         holders,  the FCC offered three options, one of which must be chosen by
         January 15,  1998.  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
<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - PCS LICENSES - (Continued)

         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).

         (B) Deferred  License Costs consists of various  legal,  consulting and
         registration fees in connection with obtaining paging licenses, two-way
         radio licenses and personal  communication service licensing.  Interest
         cost associated with obtaining these licenses is being capitalized. The
         licenses  when put into  service  will be  amortized  over a forty year
         period.
 
NOTE 4 - CONSULTING SERVICE CONTRACT

         In July 1997, the Company  entered into a Consulting  Agreement with an
         unaffiliated  financial  advisory  firm.  Pursuant to the terms of this
         agrement,  the firm was hired as a  financial  advisory  consultant  to
         provide  promotional and specialties and managment  consulting services
         to the company. In consideration of the services to be performed by the
         firm,  the Company  isued  50,000  shares  pursuant  to a  Registration
         Statement filed with the SEC on Form S-8. As of September 30, 1997, the
         Company had accrued  $109,202 in prepaid  expenses with respect to this
         contract.

NOTE 5 - NOTES PAYABLE

         (A) On April 18, 1995, the Company  entered into a financing  agreement
         with  a bank  in the  amount  of  $100,000.  This  loan  is  personally
         guaranteed  by  the  Company's   former   President,   cross  corporate
         guaranteed by the Company's Free Trade  Distributors,  Inc.  subsidiary
         and  secured by the  Company's  inventory.  On  November  4, 1997,  the
         Company agreed to pay the balance in full by January 31, 1998. Interest
         is  payable  monthly  at the rate of 1.5% per  annum in  excess  of the
         bank's fluctuating prime lending rate.

         (B) On February 29, 1996, the Company borrowed  $134,000  pursuant to a
         financing  arrangement  with an unaffiliated  corporation.  Interest is
         payable at a rate of 10% in monthly  installments  of $1,117 per month.
         As additional consideration,  the Company issued the corporation 66,667
         Class "A" Warrants  exercisable  to purchase   66,667 shares of common
         stock at an exercise price of $27.00 per share (subsequently reduced to
         $2.25 per share).  The Company also granted 90 day registration  rights
         and "Piggy  Back"  registration  rights.  The  balance of this loan was
         $109,711 at December  31, 1996.  The note was paid in March 1997.  As a
         result of this  transaction,  $500,000  in loan  origination  fees were
         recognized and amortized over the life of the loan.
<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - NOTES PAYABLE - (Continued)

         (C) In connection with TCI's  acquisition of GCE, the Company assumed a
         $350,000  non-interest bearing note payable to a corporation owned by a
         shareholder of the Company.  The outstanding  principal  amount of this
         non  interest  bearing  note was  $251,777,  $281,944  and  $311,111 at
         September 30, 1997, March 31, 1997 and December 31, 1996, respectively,
         less unamortized  discount (discount is based on interest of 12%) for a
         net balance of $205,788, $235,955 and $265,121 respectively.

         (D) The Notes Payable - FCC consist of six 7% 10 year notes aggregating
         $23,806,980.  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.  The  interest
         payment due December 31, 1996 was partially paid on March 31, 1997. The
         Company has not made a quarterly interest payment since March 31, 1997.
         This  non-payment  is due to an FCC  moratorium  on quarterly  interest
         payments  while it awaits a decision on the FCC changing the  quarterly
         installment due. This  anticipated  change is being considered to allow
         PCS license  holders to better  utilize short term cash to more quickly
         build out their systems in an effort to generate revenues.

         (E) On September 20, 1996,  the Company  borrowed  $500,000 for working
         capital purposes from an unaffiliated  private lender. In consideration
         for the loan,  the Company  issued  16,667  shares of common  stock and
         "Class A"  warrants  exercisable  to purchase  33,334  shares of common
         stock at $27 per share (subsequently reduced to $2.25 per share) to the
         lender. The loan bore interest at the rate of 10% per annum and was due
         and payable on June 20, 1997. The Company  obtained an extension of the
         due date and in July,  1997,  paid $125,000 of this  indebtedness.  The
         $375,000   balance  together  with  accrued  interest  of  $33,334  was
         exchanged by the lender for units in the Company's above described May,
         1997 Private Placement.  These units were subsequently exchanged by the
         lender for $408,334 in principal  amount of the Company's 8% Cumulative
         Convertible  Debentures in connection with the Company's  August,  1997
         Private Placement.

         (F)  Purchase  Money Notes  Payable in monthly  installments  of $1,262
         including  interest at 13%.  The last payment is due on August 1, 2001.
         This loan is  collateralized by equipment with a book value of $44,842.
         The balance of this loan was $46,277,  $50,852 and $52,764 at September
         30, 1997, March 31, 1997 and December 31, 1996 respectively.

         (G) On October  21,  1996 the  Company  borrowed  $200,000  for working
         capital purposes from an unaffiliated  private lender. In consideration
         for the loan, the Company isued 6,667 shares of common stock and "Class
         A" warrants  exercisable  to purchase  13,334 shares of common stock at
         $27 per share (subsequently  reduced to $2.25 per share) to the lender.
         The loan  bore  interest  at the rate of 10% per  annum and was due and
         payable  in  November,  1997.  The  loan was  secured  by a lien on the
         Company's  receivables  and  equipment  and was repaid in full in June,
         1997.
<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6 - NOTES PAYABLE - STOCKHOLDERS

         Notes Payable -  Stockholders  are unsecured and payable on demand with
         interest  at rates from 7.5% to 10.65% per annum.  On October  10, 1997
         these loans were converted into Common Stock at $1.30 per share.

NOTE 7 - LOSS PER COMMON SHARE

         The Company  computes loss per common share by dividing the net loss by
         the weighted  average  number of common  stock and dilutive  equivalent
         shares outstanding. The computation of fully diluted net loss per share
         was  antidilutive  in each of the  periods  presented;  therefore,  the
         amounts reported for primary and fully diluted loss are the same.

NOTE 8 - CONVERTIBLE PREFERRED STOCK

         On July 23, 1996, the Board of Directors of the Company  authorized the
         issuance  of an  aggregate  of  4,000,000  shares of Series B Preferred
         Stock   ("Preferred   Stock").   Each  share  of  Preferred  Stock  was
         convertible into .13 shares of the Company's common stock. These shares
         were  purchased by certain  officers  and  directors of the company for
         three year Promissory  Notes ("Notes")  bearing interest at the rate of
         7% per annum.  The interest was to be accrued and was not to be payable
         until the  securities  were  sold.  The Notes  were  non-recourse,  but
         collateralized  by the  pledge of the  Preferred  Stock.  Each share of
         Preferred Stock was subject to a three year vesting period, whereby 1/3
         was  immediately  vested,  and the balance was to be vested  during the
         next two years as long as the  aforementioned  individuals  remained as
         either officers or directos of the Company.

         On October 10,  1997,  in an effort to hire a new  management  team and
         secure  anticipated  further  financing,  said  officers and  directors
         agreed to rescind this transaction.  As a result,  the 4,000,000 shares
         of Series B  Preferred  have been  rescinded  by the Company and are no
         longer deemed outstanding.

NOTE 9 - INCOME TAXES
      
         The  Company  adopted the  liability  method of  accounting  for income
         taxes, as set forth in Statement of Financial  Accounting Standards 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, 1996, the Company had federal net operating
         loss  carryforwards  of  approximately  $5,000,000  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  Debenture in August 1997.  Following  such a change,  the

<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - INCOME TAXES - (Continued)

         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.

NOTE 10- PENDING LITIGATION

         On March 4, 1996 the Company  commenced an action entitled  Electronics
         Communications  Corp. against Toshiba America Consumer  Products,  Inc.
         ("Toshiba") and Audiovox Corporation ("Audiovox"),  case number 96 Civ.
         1365, in the United States  District Court of the Southern  District of
         New York.  The  Complaint  asserted  claims  for  antitrust,  breach of
         contract, tortious interference with contract and tortious interference
         with  prospective  economic  advantage  and  business  relations.   The
         Complaint  sought  damages  in excess of  $3,000,000.  This  action was
         commenced because the Company expended significant monies and resources
         including the issuance of 16,667 shares of  the Company's common  stock
         to a consultant in anticipation of a South American cellular  telephone
         program  which the Company was to  undertake  exclusively  on behalf of
         Toshiba,  based on certain  reliance on Toshiba,  and the withdrawal of
         Toshiba's commitment based on what the Company believed was an unlawful
         conspiracy with Audiovox.  Immediately prior to the commencement of the
         program,  Toshiba  discontinued  manufacturing  the  line  of  cellular
         telephones that the program was designed to offer. This decision, which
         the Company  believed  was coerced by Audiovox  and caused  significant
         damages to the Company.

         The  defendants  Toshiba and Audiovox moved to dismiss a portion of the
         case,  claiming  that the Company had not pled a  cognizable  antitrust
         cause of action,  and that the remaining claims should be dismissed for
         the lack of supplemental  jurisdiction,  which could then be prosecuted
         in state  courts.  On August 12,  1996 the Court  ruled in favor of the
         motion of defendants,  Toshiba and Audiovox, and the case was dismissed
         on such date. The Company appealed the Court's ruling, filing its Brief
         on Appeal on February 21, 1997. On March 12, 1997, Toshiba and Audiovox
         served their  responsive  briefs,  and oral argument  before the United
         States  Court of  Appeals  for the Second  Circuit  was held on May 22,
         1997.  On October 28, 1997 the Second  Circuit  affirmed  the  District
         Judge. The Company intends to pursue its state law claims for breach of
         contract and equitable estoppel with respect to any sums Toshiba cliams
         the Company owes it towit; $379,000.

         On or about March 11,  1997,  the Company was served with a Summons and
         Complaint in an action entitled:  "Daily News, L.P. v. Free Trade a/k/a
         Free Trade Distributors,  Inc. and Electronics  Communications  Corp.,"
         pending in the United States  District Court for the Southern  District
         of New York. The Plaintiff, The Daily News, claimed breach of a certain
         Advertising  Contract,  in that the Company's  subsidiary failed to pay
<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10- PENDING LITIGATION - (Continued)
 
         for  certain  advertising  and failed to meet the  minimum  advertising
         expenditures set forth therein, resulting in the Imposition of a "short
         rate" with higher payment requirements.  As a result, Plaintiff claimed
         damages aggregating $156,000.
 
         As a result  of  settlement  discussions,  an  Agreement  in  Principle
         regarding settlement was reached. Counsel for the parties have prepared
         and the parties have executed  appropriate  settlement  documents which
         have been "So  Ordered" by the court.  The  agreement  provided for the
         payment of $75,000 by the Company in sequential  payments through April
         1998.  The Company has paid  $25,000 of the  aforestated  sum and if it
         completes  payments  by April 1, 1998,  The Daily News and the  Company
         will exchange general releases thus releasing and discharging the other
         of any and all claims.

         On or about July 11,  1997 the  Company  was served  with a Summons and
         Complaint  in an action  entitled:  Brightpoint,  Inc.  v.  Free  Trade
         Distributors, Inc. and Electronics Communications Corp., pending in the
         United  States  District  Court for the  Southern  District of Indiana,
         Indianapolis Division. Brightpoint is a former supplier of the Company,
         and  claims  that  the  Company  owes it  approximately  $400,000  plus
         interest for merchandise delivered,  consisting principally of cellular
         telephones.  Prior to this suit,  then counsel for the Company  advised
         the  Company  it has valid  counterclaims  which  equaled  or  exceeded
         Brightpoint's  claims for payment.  The Company has not  answered  yet,
         based upon an  agreement  with counsel for  Brightpoint  to extend such
         obligation to answer  without  date,  pending an exchange of documents.
         Brightpoint  and the Company  through their counsel have also agreed to
         mediate the dispute in Indianapolis,  have jointly selected a mediator,
         and expect shortly to begin this alternative resolution process.

NOTE 11- BUSINESS PLAN AND LIQUIDITY
   
         The Company's  financial  statements for the six months ended September
         30,  1997  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
         incurred net losses of  $4,722,545  and  $3,030,856  for the six months
         ended  September  30, 1997,  and 1996  respectively.  The Company has a
         working  capital  deficiency  of  $2,073,107  at September 30, 1997. In
         addition,  the Company has an interest  payment in excess of $2,000,000
         due to the FCC (see Note "5D")  upon  lifting  of the  moratorium.  The
         Company's financial statements for the three months ended September 30,
         1997 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 incurred net losses
         of $3,352,979 for the quarer ended  September 30, 1997,  $1,048,802 for
         the  quarter  ended March 31,  1997 and  $5,604,054  for the year ended
         December 31, 1996.
    
<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11- BUSINESS PLAN AND LIQUIDITY - (Continued)

         As a result of the  continuing  deteriorating  business  climate in the
         paging industry and other busines  reasons,  the Company  determined to
         sell  the  assets  and  liabilities  of its  paging  and two way  radio
         operations.   These  operations  represent  substantially  all  of  the
         Company's  revenues  and new  management  intends  to seek  shareholder
         approval for this sale.  The Company is also  negotiating  the possible
         sale  of  equity   securities  in  an  effort  to  concentrate  on  the
         development,  either on its own or  through a joint  venture,  of a PCS
         system which will utilize its six PCS licenses.
 
         On October 1, 1997,  the Company  informed 30 of its 49 employees  that
         they were being  indefinitely  laid off. All payroll to such  employees
         has been paid in full.  These  layoffs  will  result  in the  saving of
         approximately  $120,000 per month. In October 1997, the Company entered
         into a Termination  of Lease with its landlord.  The Company  agreed to
         pay to the landlord the sum of $11,000 and release the security deposit
         of  $18,500  to  the  landlord.   The  lease  between  the  parties  is
         surrendered  and cancelled as of midnight on November 30, 1997,  unless
         extended for the month of December. The rent for November and December,
         if the lease is extended, was reduced to $6,000.

Note 12 - SUBSEQUENT EVENTS

         On October 10, 1997 all officers  and several  directors of the Company
         resigned for the purpose of hiring a new  management  team and securing
         anticipated further financings.

         In  addition,  four  officers and  directors  of the Company  agreed to
         rescind a transaction  whereby said  officers and directors  acquired a
         24% interest in Personal  Communications Network ("PCN"), the Company's
         subsidiary that obtained six PCS licenses on May 8, 1996 in the Federal
         Communications  Commission C-Block auctions.  Previously,  a consulting
         firm,  which had been issued a 10%  interest in PCN,  failed to provide
         the agreed upon  services and its shares were  cancelled.  As a result,
         PCN is now 100% owned by the Company.

         On October  10,  1997,  the  4,000,000  shares of Series B  Convertible
         Preferred  Stock  originally  issued for a three year  promissory  note
         bearing interest at 7% per annum to previous  officers and directors of
         the Company were  cancelled and are no longer deemed  outstanding. 

         On October  30,  1997 the board of  directors  approved  an  employment
         agreement  for Joseph  Rosio as CEO and  president of the Company for a
         forty month term.

         On October 31,  1997  investors  converted  $2,300,000  of  Convertible
         Debentures into 2,248,114 shares of common stock.

         In October, 1997, the Company borrowed $100,000 and in November,  1997,
         borrowed an additional  $200,000 for working  capital  purposes from an
         unaffiliated  private  lender.  Each loan is repayable  within one year
         with interest at the rate of 10% per annum. It is anticipated that some
         portion or all of this  indebtedness  will be changed into  convertible
         debt on terms to be negotiated.
<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES

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 currently operates a state of the art digital  900-megahertz Glenyre
satellite-based  Flex paging  system  which  covers  South-Western  Connecticut,
Southern New York,  New Jersey and the downtown  Philadelphia  area. The Company
also operates a trunked  two-way radio system  covering New York and New Jersey.
The  Company  through its PCN  subsidiary  successfully  bid,  through the FCC's
C-Block auction,  for six 30MHz baseband PCS licenses  covering  portions of New
York,  Vermont,  Maine, and New Hampshire.  On October 10, 1997 all officers and
several  directors  of the  Company  resigned  for the  purpose  of hiring a new
management team and securing  anticipated further financing.  As a result of the
continuing  deteriorating  business climate in the paging industry and for other
business  reasons,  the Board of Directors has decided,  subject to  shareholder
approval,  to sell the assets and  liabilities  of its paging and two-way  radio
operations.  The  Company  is also  negotiating  the  possible  sale  of  equity
securities in an effort to concentrate on the development,  either on its own or
through a joint venture, of a PCS system in the Northeast which will utilize its
six broadband PCS Licenses.

Results of Operations

For the Three  Months  and Six Months  Ended  September  30,  1997 and The Three
Months and Six Months Ended September 30, 1996

Revenues from paging and two-way radio for the three months ended  September 30,
1997 were $607,041 compared to $631,390 for the three months ended September 30,
1996.  Gross  margins  were 36% for the three months  ended  September  30, 1997
compared with 14% for the three months ended  September 30, 1996.  Revenues from
paging  and  two-way  radio for the six months  ended  September  30,  1997 were
$1,152,573  compared to $631,390  for the six months ended  September  30, 1996.
Gross margins were 36% for the six months ended September 30, 1997 compared with
14% for the six months ended September 30, 1996. Sales were down 3% in the three
months  ended  September  30,  1997 as a  result  of the  change  in  Electronic
Communication's  customer base.  For the three months ended  September 30, 1996,
all of the Company's  customers were the result of indirect sales of airtime. In
other words,  the Company resold airtime on other  networks.  In May of 1997 the
Company completed the build out of its state of the art  900-megahertz  Glenayre
paging system.  As a result,  the Company's sales force began to focus on direct
sales or putting  subscribers on their own network. As a result of the Company's
focus on direct sales, paging and two-way radio revenues increased by 83% in the
six months ended  September  30, 1997.  As a result of a change in the Company's
subscriber  base,  sales were down 3% for the three months ended  September  30,
1997.  Paging and two-way  revenues were  unchanged for the three months and six
months ended September 30, 1996 as the Company acquired a 51% stake in Threshold
Communications,  thereby entering the paging and two-way radio business, on June
28, 1996.
<PAGE>
Commissions on activations  of cellular  phones  decreased from $670,595 for the
three  months  ended  September  30, 1997 to $346,686 for the three months ended
September 30, 1996. Commissions on activations of cellular phones decreased from
$1,706,764  for the six months ended  September 30, 1997 to $442,259 for the six
months ended September 30, 1996. This decrease in commissions was primarily as a
result of a "Settlement & Separation  Agreement" whereby the Company severed its
agency relationships with NYNEX Mobile  Communications,  Inc. ("NYNEX") and Bell
Atlantic  Mobile  Communications,  Inc.  ("Bell  Atlantic")  with respect to the
solicitation of cellular  activations.  This was the Company's largest source of
Commission and other income. After the "Settlement and Separation Agreement with
NYNEX and Bell  Atlantic,  the Company  entered  into  various  agreements  with
respect to soliciting  activation's for PCS, and cellular activation's on behalf
of  OmniPoint  and AT&T  (directly  or through  various  agents) in the New York
Metropolitan Area. Sales for the three months ended September 30,  1997decreased
by 48% compared to the three  months ended  September  30, 1996.  Gross  margins
increased  to 45% from 19%.  Sales for the six months ended  September  30, 1997
decreased  by 74%  compared to the six months ended  September  30, 1996.  Gross
margins  increased to 38% from 21%.  This decrease in sales for the three months
and six months ended  September 30, 1997 compared to the periods ended September
30, 1996 are the result of the  "Settlement & Separation  Agreement"  with NYNEX
and Bell  Atlantic  which  was  partially  offset  by  various  agreements  with
Omnipoint and AT&T. These various other  agreements,  while allowing the Company
to earn higher margins, result in significantly lower sales volume.

Revenues from the sale of electronics  were only $9,614 for the six months ended
September 30, 1997 reflecting the Company's exit from the business. However, the
Company, having been advised of the affirmance of the October 28, 1997 dismissal
of the Toshiba vs ECC federal  lawsuit and in conjunction  with its new auditors
and council, has reinstated the account payable and charged cost of sales in the
amount of $379,854. The Company will be evaluationg the state law claims against
Toshiba and will pursue  those claims if  appropriate  by way of  settlement  or
monetary recovery in state court.

Interest  income  was $3,069  for the three  months  ended  September  30,  1997
compared to $2,500 for the three  months  ended  September  30,  1996.  Interest
income was $3,499  for the six months  ended  September  30,  1997  compared  to
$16,600 for the six months ended September 30, 1996.

Selling,  General and  Administrative  expenses  decreased  approximately 30% to
$1,820,891 for the three months ended September 30, 1997 from $2,598,895 for the
three  months ended  September  30, 1996.  Selling,  General and  Administrative
expenses  decreased  approximately  10% to  $3,301,290  for the six months ended
September 30, 1997 from  $3,664,572 for the six months ended September 30, 1996.
The  decrease was  primarily  the result of a decrease in  promotional  expenses
which were  partially  offset by higher legal fees and increased  rent resulting
from a move to larger facilities.
   
Interest  expense was $1,519,266  for the three months ended  September 30, 1997
compared to $63,975 for the three months  ended  September  30,  1996,  Interest
expense was $1,613,529  for the six months ended  September 30, 1997 compared to
$107,302 for the six months ended September 30, 1996. Interest expense increased
for the three  months and six months  ended  September  30,  1997 as a result of
leases for office equipment and paging equipment,  increased bank borrowings and
the  private  placement  of 8%  convertible  debentures  on August 7,  1997.  In
addition,  the Company incurred a non-cash interest expense of $1,383,161 in the
six and three month periods ending  September 30, 1997 due to EITF Bulletin D-60
discussed  more  fully in Note 2 and the  subsequent  amortization  of  deferred
finance charges on the sale of the Company's 8% convertible debentures.
     
<PAGE>
Financial Condition, Liquidity and Capital Resources


The Company has incurred net losses of $3,352,979  and  $2,421,509 for the three
months  ended  September  30, 1997 and 1996  respectively,  and  $4,722,545  and
$3,030,856  for the six months ended  September 30, 1996 and 1997  respectively.
The Company has a working capital deficiency of $2,073,107 at September 30, 1997
and  $5,402,960  at March 31,  1997.  The  improvement  of  working  capital  at
September  30,  1997  compared to March 31,  1997 is  primarily  the result of a
reclassification  of long term assets of the paging and two-way radio systems to
current assets held for sale.

Net cash used in operating activities increased to $1,816,226 for the six months
ended September 30, 1997 compared to $803,708 for the six months ended September
30,  1996.  The  increase  in net cash  used in  opearting  activities  resulted
primarily  from  interest  payments to the FCC for the  Company's  PCS licenses,
increased  rent and other moving related costs as well as higher legal fees. Net
cash used in  investing  activities  was  $1,053,028  for the six  months  ended
September 30, 1997 compared to $2,030,227 for the six months ended September 30,
1996. Net cash provided by financing  activities increased to $2,948,359 for the
six months ended  September 30, 1997  compared to $2,802,275  for the six months
ended  September 30, 1996. On August 7, 1997, the Company  consummated a Private
Placement  Offering pursuant to which the Company offered  $2,500,000  principal
amount of the Company's 8% Subordinated  Convertible Debenture. At the same time
but separate from the Private  Placement  Offering  $2,470,334  principal amount
Debentures  were offered to those persons who subscribed to and  participated in
the  Company's  May 1997  Private  Placement  of units.  On August 7, 1997,  the
investors   elected  to  convert  their  securities  into  $470,334  of  the  8%
Convertible Debentures.

In addition,  the Company has an interest payment in excess of $2,000,000 due to
the FCC upon lifting of the moratorium on interest payments due from the C-Block
PCS license  holders.  However,  the Company could, at its option,  on or before
January 15, 1998 reduce or eliminate this payment by surrendering some or all of
these licenses.  If the Company surrenders all its C-Block PCS licenses, it will
be  entitled  to a  refund  of  previous  interest  payments  in the  amount  of
approximately  $280,000.  However,  the Company  would also forfeit its original
down payment of approximately $2.6 million.

On October 1, 1997,  the Company  informed 30 of its 49 employees that they were
being  indefinitely  laid off.  These  layoffs  will  result in the  savings  of
$120,000 per month. In October 1997, the Company terminated its lease at 10 Plog
Road in  Fairfield,  New Jersey  effective  November  30, 1997 with an option to
extend the lease, at the Company's  option, to December 31, 1997. The Company is
also evaluating other cost saving measures.

Subsequent to September 30, 1997, the Company  borrowed a total of $300,000 from
a private lender. Management is currently considering the sale of its paging and
two-way  radio  operations  and the s ale of equity  securities  to  enable  the
Company to meet its current and future  obligations  and acquire a business that
will generate cash flows sufficient to fund the interest on the PCS licenses.
<PAGE>
Forward-Looking Statements

This quarterly  report on Form 10-Q for the quarter ended  September 30, 1997 as
well as other public documents of the Company contain forward-looking statements
which involve risks and  uncertainties.  The Company's actual results may differ
materially  from  those  discussed  in  such  forward-looking   statemnts.  Such
statements include, without limitation,  the Company's expectation and estimates
as to future financial performance,  including growth in net sales and earnings,
cash flows from operations,  improved results form business consolidations,  the
possibility  of gains from  dispositions  of the  Company's  PCs network and the
avialabilty  of  funds  form  the  sale  of  additional  sharees  of  Electronic
Communications  Corp.  Readers  are urged to consider  statements  which use the
terms  "believes,"  "no  reason  to  believe,"  "expects,"  "plans,"  "intends,"
"estimates,"    "anticipated,"    or   "anticipates"   to   be   uncertain   and
forward-looking.  Such statements  reflect the current views of the Company with
respect to future  events and are subject to certain  risks,  uncertainties  and
assumptions.  In  addition to factors  that may be  described  in the  Company's
Commission filings,  including this filing, the following factors, among others,
could  cause the  Company's  actual  results  to differ  materially  from  those
expressed  in  any   forward-looking   statements  made  by  the  Company;   (I)
difficulties or delays in building out the Company PCS network;  (ii) actions by
competitors,  including business combinations,  technological breakthroughs, new
product offerings and marketing and promotional  successes;  (iii) the inability
to secure capital  contributions or loans from outside  investors or sell assets
or additional  shares of  Electronic  Communications  Corp;  (iv) effects of and
changes in current  FCC rules and  regulations;  (v)  difficulties  or delays in
realizing  improved results from business  consolidations and in realizing gains
form the sale of  certain  assets  held for  sale;  and (vi)  insolvency  of any
potential joint venture partners.

Effect of New Accounting Standard

In March 1997,  the Financial  Accounting  Standards  Board issued SFAS No. 128,
"Earnings  Per  Share,"  which  establishes  new  standards  for  computing  and
presenting  earnings per share.  SFAS No. 128 will be effective  for interim and
annual financial statements issued after December 15, 1997. The Company believes
that the  adoption  of SFAS No.  128 will  not  have a  material  impact  on the
Company's reported earnings per share.
<PAGE>
                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES



                                     PART II


                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company incorporates herein the information set forth in Note 10 to
         the Financial Statements of this report.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         (a) On July 31, 1997. the Company's  Board of Directors  effected a one
         for twelve reverse stock split of its $.05 par value common stock.  The
         new common  stock has a $.60 per share par  value.  The  Company's  new
         management has announced that it will seek stockholder  ratification of
         the  reverse  stock  split at a  special  meeting  of the  stockholders
         expected to be held prior to the end of the current fiscal year.

         (c) See Note 2 to the financial statements contained herein as to a May
         29,  1997  Private  Placement  of 205,861  units by the Company and the
         subsequent exchange of such units by the holders of same for $2,470,334
         in  principal  amount  of 8%  Cumulative  Convertible  Debentures  in a
         Private  Placement  effected on August 7, 1997.  Each of the  investors
         represented  that  he  was  an  "accredited  investor"  as  defined  in
         Regulation  D  promulgated  under  the  Securities  Act of 1933 and was
         acquiring the  securities  for his own account for  investment  and not
         with a view to distribution.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMAION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
<PAGE>
 
                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:     November 19, 1997

                                                ELECTRONICS COMMUNICATIONS CORP.



                                                By: /s/ Joseph A. Rosio
                                                    ----------------------------
                                                    Joseph A. Rosio, President