<PAGE>

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                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                          
                              ________________________
                                          
                                          
                                 FORM 10-QSB / A-2
                                          
                                          
                 Quarterly Report Pursuant to Section 13 or 15(d) 
                       of the Securities Exchange Act of 1934
                                          
    For the Quarter Ended
     March 31, 1996                            Commission File No. 1-13764
                                          
                                          
                          ELECTRONICS COMMUNICATIONS CORP.
               (Exact name of Registrant as specified in its Charter)
                                          
         Delaware                                         11-2649088
(State of Incorporation)                       (IRS Employer Identification No.)

4 Madison Road, Fairfield, New Jersey                                  07004
(Address of Principal Executive Office)                              (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:   (201) 808-8862

FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT:  None


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 a 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   [       ]


As of July 8, 1996, there were 4,134,294 shares of Common Stock, $.05 par value
outstanding.

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                See Notes to Consolidated Financial Systems


<PAGE>

                                                                          PAGE 1


              ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS


                                 ASSETS

                                                        MARCH 31,   DECEMBER 31,
                                                      -----------   ------------
                                                          1996         1995
                                                          ----         ----
                                                      (UNAUDITED)
CURRENT ASSETS
  Cash                                                    $54,329      $18,000
  Restricted Cash                                       1,100,000    1,100,000
  Accounts Receivable
    (Net of $35,634 Allowance for Doubtful
     Accounts at March 31, 1996 and
     $80,987 at December 31, 1995.)                     1,276,394    2,204,789
  Inventories                                             550,099      476,796
  Bid Deposit                                           1,000,000    1,000,000
  Loan Receivable                                       1,114,000      550,000
  Prepaid Expenses                                         82,588       78,849
                                                       ----------   ----------

                      TOTAL CURRENT ASSETS              5,177,410    5,428,434
                                                       ----------   ----------

PROPERTY AND EQUIPMENT
  Property and Equipment                                  454,755      335,858
  Accumulated Depreciation                                (86,483)     (75,544)
                                                       ----------   ----------

                NET PROPERTY AND EQUIPMENT                368,272      260,314
                                                       ----------   ----------
OTHER ASSETS
  Deferred Private Placements Costs                       364,144      225,787
  Deferred License Costs                                  306,410      293,810
  Security Deposits and Other Assets                       99,195       38,313
                                                       ----------   ----------

                        TOTAL OTHER ASSETS                769,749      557,910
                                                       ----------   ----------

                              TOTAL ASSETS             $6,315,431   $6,246,658
                                                       ----------   ----------
                                                       ----------   ----------

                  See Notes to Consolidated Financial Statements

<PAGE>

                                                                          PAGE 2


               ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS


                    LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                            MARCH 31,   DECEMBER 31,
                                                           -----------  ------------
                                                               1996        1995
                                                               ----        ----
                                                           (UNAUDITED)

<S>                                                         <C>          <C>
CURRENT LIABILITIES
  Accounts Payable                                          $1,274,178   $1,783,344
  Notes Payable - Other                                        139,000       28,000
  Notes Payable - Bank                                       1,160,000    1,225,000
  Notes Payable - Stockholders                                 193,948      252,007
  Current Portion of Obligations Under Capital Leases           69,180       50,244
  Private Placement Advance                                   -             116,223
  Accrued Expenses and Taxes Payable                           387,279      248,764
                                                            ----------   ----------

                 TOTAL CURRENT LIABILITIES                   3,223,585    3,703,582
                                                            ----------   ----------
LONG TERM LIABILITIES
  Obligations under Capital Leases                              87,794       78,801
                                                            ----------   ----------
STOCKHOLDERS' EQUITY
  Common Stock, par value $.05 per share, 40,000,000
    authorized, issued and outstanding 3,267,657
    at March 31, 1996 and 3,003,697 at  December 31, 1995      163,383      150,186
  Additional Paid-In Capital                                 5,886,423    5,320,629
  Retained (Deficit)                                        (3,020,053)  (2,947,539)
  Notes Receivable arising from Common Stock Purchase
     Warrants Sold                                             (25,701)     (59,001)
                                                            ----------   ----------

               TOTAL STOCKHOLDERS' EQUITY                    3,004,052    2,464,275
                                                            ----------   ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $6,315,431   $6,246,658
                                                            ----------   ----------
                                                            ----------   ----------

</TABLE>

                    See Notes to Consolidated Financial Statements

<PAGE>

                                                                          PAGE 3


               ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
          CONSOLIDATED  STATEMENTS OF OPERATIONS AND RETAINED (DEFICIT)
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                            -----------------------
                                                              1996         1995
                                                              ----         ----
<S>                                                         <C>          <C>
SALES
  Electronics                                                 $983,728     $906,826
  Commissions                                                1,279,798      695,938
                                                           -----------   ----------

                               TOTAL SALES                   2,263,526    1,602,764
                                                           -----------   ----------
COST OF SALES
  Electronics                                                  827,816      742,665
  Commissions                                                  889,435      566,931
                                                           -----------   ----------

                       TOTAL COST OF SALES                   1,717,251    1,309,596
                                                           -----------   ----------

                              GROSS PROFIT                     546,275      293,168
                                                           -----------   ----------
EXPENSES
  Selling                                                      134,128      106,069
  General and Administrative                                   387,128      176,785
                                                           -----------   ----------

                            TOTAL EXPENSES                     521,256      282,854
                                                           -----------   ----------
OPERATING INCOME BEFORE OTHER EXPENSES
 AND INCOME TAXES                                               25,019       10,314
                                                           -----------   ----------
OTHER EXPENSES
  Interest Expense - Net                                        23,762       24,306
  Amortization of Bridge Financing Costs                       -            163,750
  Accelerated Amortization of Bridge Financing Costs           -            229,235
  Settlement of Potential Litigation                            73,769      -
                                                           -----------   ----------

                      TOTAL OTHER EXPENSES                      97,531      417,291
                                                           -----------   ----------

INCOME (LOSS) BEFORE INCOME TAXES                              (72,512)    (406,977)
  Income Taxes                                                 -            -
                                                           -----------   ----------
NET INCOME (LOSS)                                             ($72,512)   ($406,977)

RETAINED (DEFICIT), BEGINNING OF PERIOD                    ($2,947,539)   ($318,580)
                                                           -----------   ----------

RETAINED (DEFICIT), END OF PERIOD                           (3,020,051)    (725,557)
                                                           -----------   ----------
                                                           -----------   ----------

LOSS PER COMMON SHARE                                           ($0.02)      ($0.27)
                                                           -----------   ----------
                                                           -----------   ----------

AVERAGE COMMON SHARES OUTSTANDING (NOTE 11)                  3,082,318    1,516,086
                                                           -----------   ----------
                                                           -----------   ----------

</TABLE>

                See Notes to Consolidated Financial Statements

<PAGE>

                                                                          PAGE 4

               ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)

<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                          -------------------------
                                                              1996         1995
                                                              ----         ----

<S>                                                         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                           ($72,512)   ($406,977)
  Adjustments to Reconcile Net Income (Loss) to
  Net Cash Used By Operations:
  Depreciation and Amortization                                 10,939      401,120
  Non Cash Other Expense                                        73,769      -
  Changes in:
  Accounts Receivable                                          928,392      255,238
  Inventories                                                  (73,303)     219,100
  Prepayments                                                   (3,739)     (45,235)
  Accounts Payable                                            (509,166)    (511,137)
  Accrued Expenses and Taxes Payable                           138,515       87,117
                                                            ----------   ----------
    TOTAL ADJUSTMENTS                                          565,407      406,203
                                                            ----------   ----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES                                           492,895         (774)
                                                            ----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Loan Receivable                                             (564,000)      -
  Other Assets                                                 (60,882)      -
  Deferred License Costs                                       (12,600)      -
  Additions to Property and Equipment                          (86,639)      (4,506)
                                                            ----------   ----------
NET CASH PROVIDED (USED) BY                                   (724,121)      (4,506)
INVESTING ACTIVITIES                                        ----------   ----------

CASH FLOWS FROM FINANCING
ACTIVITIES
  Net Proceeds (Payments) of Shareholder Loans                 (24,759)      63,823
  Deferred Costs in Connection with Public Offering            -           (145,339)
  Deferred Private Placement Costs                            (138,357)      -
  Payments of Bank Loans                                       (65,000)      -
  Proceeds of Other Loans                                      134,000       (5,000)
  Payments of Other Loans                                      (23,000)      -
  Principal Payments of Capital Lease Obligations               (4,329)      -
  Sale of Common Stock                                         389,000       -
                                                            ----------   ----------
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES                                           267,555      (86,516)
                                                            ----------   ----------

NET INCREASE (DECREASE) IN CASH                                 36,329      (91,796)
CASH, BEGINNING OF PERIODS                                      18,000      136,203
                                                            ----------   ----------

CASH, END OF PERIODS                                           $54,329      $44,407
                                                            ----------   ----------
                                                            ----------   ----------

</TABLE>

               See Notes to Consolidated Financial Statments

<PAGE>

                                                                          PAGE 5

               ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)

                                                      THREE MONTHS ENDED
                                                          MARCH 31,
                                                      ------------------
                                                       1996         1995
                                                       ----         ----

SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS
 CASH PAID DURING THE PERIOD FOR :
  Interest                                                          $3,184
  Taxes                                                -           -
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
  Property Acquired Under Capital Lease                (32,258)    -

               See Notes to Consolidated Financial Statements

<PAGE>


                                                                          PAGE 6
                 ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

     (A) Business Activity and Basis of Presentation

     On February 1, 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 automobile and office 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 a business combination accounted for as a reverse 
     acquisition (the "Acquisition"). Accordingly, the historical financial 
     statements of Free Trade Distributors, Inc. and Trade Zone Distributors, 
     Inc. (the "Operating Entities" or "Acquirers") are included in the 
     consolidated statements of operations for the periods prior to the 
     Acquisition. The assets acquired and the liabilities assumed were 
     recorded at cost. Historical Stockholders' Equity of the Operating 
     Entities has been retroactively restated, as set forth in Note 2, in 
     that the number of shares of common stock received in the Acquisition, 
     after adjustment of the par value of the Company's and the Acquirers' 
     common stock with an offset to additional paid-in capital. Retained 
     earnings (deficiency) of the Acquirers were carried forward.

     In February 1995, the Company formed a new subsidiary, Electrocomm 
     Wireless, Inc., a Delaware corporation as a subsidiary, to become a 
     radio paging and two-way radio carrier in the New York City 
     Metropolitan Area and the State of New Jersey. On January 6, 1995, 
     Electrocomm Wireless, Inc. entered into a one year contract to utilize 
     the transmission facilities of an unaffiliated paging carrier to 
     commence paging operations. The agreement required a non-refundable
     one-time connection fee of $20,000, a monthly per diem charge per radio
     pagering customer and the Company's pro rata share of monthly access
     charges.  The contract expired in January and was not renewed. The
     Company is in the process of securing FCC licensing for paging, two-way
     radio transmission and personal communication services.

     In July 1995 the Company formed Personal Communications Network, Inc. a 
     Delaware corporation, as a wholly owned subsidiary to participate in the 
     Federal Communications Commission auction for licenses to engage in 
     personal communications services.  The Company has posted a bid deposit 
     of $1,000,000. On May 8, 1996 the Company obtained six PCS licenses 
     entitling it to operate wireless PCS telephone systems covering nearly 
     1.5 million people in three states.

     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 three months ended March 31, 1996 
     are not necessarily indicative of the results that may be expected for 
     the year ended December 31, 1996. 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 10-SB for the year ended December 31, 1995.

<PAGE>

                                                                          PAGE 7
                 ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 




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

     (B) Principles of Consolidation

     The consolidated financial statements include the accounts of 
     Electronics Communications Corp., subsequent to the Acquisition, and 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 Personal 
     Communications Network, 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). Depreciation expense charged to 
     operations for the three months ended March 31, 1996 and 1995 was 
     $10,939 and $8,008, respectively.

     (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 sales from 
     electronic goods or commissions for fees earned on sales of cellular 
     radio service contracts. Sales from 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 
     products are recognized when they are shipped. Revenues from sales of 
     electronic goods represented 57% of the Companies total revenue in 1995. 
     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 43% of the Company's total revenue in 1995. The Company 
     establishes a reserve of 3.5%  for charge-backschargebacks 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.

     (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 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.

<PAGE>

                                                                          PAGE 8
                 ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 



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

     (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.

NOTE 2 - ACQUISITION, RECAPITALIZATION AND PUBLIC OFFERING 
    
     (A) As described in Note 1, the Company acquired all of the outstanding 
     common stock of the Operating Entities. For accounting purposes the 
     acquisition has been treated as a recapitalization of the Operating 
     Entities with the Operating Entities as the Acquirers (reverse 
     acquisition). The historical financial statements prior to January 1,
     1994 are those of the Operating Entities.  As a result of this
     transaction, historical additional paid-in capital of the Operating 
     Entities was retroactively reduced and common stock increased by $58,804 
     for the par value of the 1,176,086 shares of common stock received in 
     the transaction. Prior to the acquisition, Free Trade Distributors, Inc. 
     had 200 shares outstanding at $75 par value or $15,000 in common stock 
     and $60,000 in additional paid-in capital. The recapitalization of these 
     shares resulted in a transfer from common stock to additional paid-in 
     capital of $15,000. In 1993, Trade Zone Distributors, Inc. was 
     capitalized and issued 200 shares of $5 par value or $1,000 in common 
     stock. The recapitalization of these shares resulted in a transfer from 
     common stock to additional paid-in capital in the amount of $1,000. As a 
     result of the reverse acquisition, additional paid-in capital was also 
     reduced by $13,354 on January 1, 1994 (the effective date of the 
     acquisition). This is reflective of the excess liabilities assumed over 
     the assets by the Operating Entities. On January 1, 1994, the Company 
     sold 340,000 shares of its common stock for $50,000. All references in 
     the financial statements and notes thereto to the number of shares 
     outstanding have been restated to reflect the 1 for 5 reverse common 
     stock split described below. Additionally, On May 25, 1995, 47,611 
     shares were issued to a shareholder who did not receive the proper 
     allocation when the company had its reverse common split in Note 2B.

     (B) On May 12, 1995 the Company successfully completed a public offering 
     (the "Offering").The Company sold 1,000,000 shares of Common 
     Stock and 2,000,000 Common Stock Purchase Warrants at an initial 
     offering price of $5.00 per share and $.10 per Warrant. In order to 
     complete this transaction the Board approved a 1 for 5 reverse common
     stock split, in order to reduce the authorized Common Stock from 42,000,000
     shares to 8,400,000 shares and increase the par value of these shares
     from $.01 to $.05. The Company also registered 1,000,000 shares
     of common stock owned by certain officers, directors and stockholders.
     In addition, the Company granted the Underwriter an option to purchase
     up to 100,000 shares of Common Stock and 200,000 Common Stock Purchase
     Warrants.  On September 12, 1995 the Underwriter exercised the
     over-allotment option to purchase an additional 300,000 warrants. All
     references in the financial statements to average number of shares
     outstanding, per share amounts and stock option plan data have been
     restated to reflect the reverse common stock split.

<PAGE>

                                                                          PAGE 9
                 ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 



NOTE 2 - ACQUISITION, RECAPITALIZATION AND PUBLIC OFFERING - (Continued)

    

     (C) On January 16, 1996 the Company consummated a Private Placement 
     Offering of 69,460 shares of the Company's $.05 par value common stock 
     at a price of $2.25 per share. The total offering resulted in gross 
     proceeds of $156,218 of which $116,223 was advanced to the Company prior 
     to December 31, 1995. Each subscriber, in addition to the shares, 
     received demand registration rights, which require the Company to file a 
     Registration Statement upon request of 25% or more of the shares sold in 
     the offering at anytime during the 18 month period commencing 30 days 
     from the closing date. In March 1996, the subscribers demanded that the 
     Company file a Registration Statement covering their shares. The Company 
     at that time was unable to comply with the request. In order to avoid a 
     potential litigation for failing to file a Registration Statement on a 
     timely basis, the Company issued a aggregate of 34,715 additional shares 
     to the subscribers. The additional cost of these shares issued were 
     treated as an increase of additional paid in capital and expensed as an 
     other expense.

     (D) On March 21, 1996, the Company entered into a letter of intent with 
     an investment banking firm (the "Placement Agent"). Pursuant to which 
     the Company will offer $6,000,000 principal amount of the Company's 
     Subordinated Convertible Debenture (the "Debenture"). The principle 
     amount of the Debentures shall be convertible into shares of the 
     Company's common stock at the option of the holder, immediately upon 
     issuance, at a price equivalent to 25% discount from the average high 
     closing bid price for five days prior to the conversion or $1.50, 
     whichever is less. The Debenture bears interest at the rate of 5% per 
     annum payable on April 1  of each year commencing April 1, 1997. The 
     Debentures are redeemable and callable for conversion under certain 
     circumstances. The Company has advanced to the Placement Agent a 
     placement fee equal to 10% of the gross proceeds, a 2% non-accountable 
     expense allowance and to issue 200,000 Warrants to purchases the 
     Company's common stock at $2.25 per share. The Company intends to use 
     the proceeds of this offering to increase its deposit in the PCS 
     auction, build out its paging system and general working capital 
     purposes. As of May 13, 1996 the Company has received $1,250,000 in 
     connection with this transaction.

NOTE 3 - ACCOUNTS RECEIVABLE

     Accounts Receivable consist of amounts due for sales of electronic goods 
     and commissions due from  major cellular radio suppliers. Components of 
     Accounts Receivable are $995,3681,0 for the sale of electronic goods and 
     $316,660 for commissions at March 31, 1996 and $1,503,303 and $782,473 
     at December 31, 1995.

NOTE 4 - OTHER ASSETS

     (A) Deferred private placement costs consist of certain legal, 
     accounting, printing fees and other costs in connection with the private 
     placement described in Note 2D. Those costs, together with any 
     additional costs incurred in connection with the placement will be 
     recorded as a reduction of the proceeds to be received from the sale of 
     the securities offered.

     (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.  Any 
     interest cost associated with obtaining these licenses will be 
     capitalized.  The licenses when put into service will be amortized over 
     a fifteen year period.

<PAGE>

                                                                         PAGE 10
                 ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 



NOTE 5 - LOAN RECEIVABLE

     As of December 31, 1995, the Company has loaned $550,000 to Threshold 
     Communications, Inc. ( "TCI" ). TCI is a recently formed corporation 
     engaged in the radio paging business, having acquired a paging 
     subscriber base, associated paging hardware, and a paging carrier 
     agreement with SkyTel-Registered Trademark-, a company that provides 
     nationwide paging, voice messaging and related messaging services to 
     subscribers and others. TCI has informed the Company that it intends to 
     engage in the radio paging carrier business utilizing, among other 
     assets, one or more 900 megahertz FCC paging licenses for the New 
     York-New Jersey area, a long-term lease for a paging transmission site 
     in New Jersey which it currently owns, and a customer base of 
     approximately 9,000 paging service subscribers.  The principal 
     shareholder of TCI is not a related party.

     On March 22, 1996, TCI has entered into an agreement to acquire 
     approximately 6,000 paging service subscribers and other related assets. 
     The Company has advanced and additional $175,000 in cash and $389,000 in 
     Common Stock to TCI and has guaranteed certain obligations in the amount 
     of $739,000 for TCI.  As of the date hereof, the Company has not entered 
     into an agreement as to an acquisition or investment in TCI.

     On November 1, 1995, the Company entered into an agreement (the 
     "Agreement") with TCI which superseded a prior agreement between the 
     parties. Under the Agreement, in consideration of the aforesaid advances 
     and guarantees, the Company obtained an exclusive option from TCI to 
     acquire or invest in TCI on terms to be mutually agreed upon.  The 
     option agreement further provides that if, on or before January 31, 
     1996, the acquisition of TCI by the Company or an investment by the 
     Company in TCI has not been consummated, the Company may demand 
     repayment of these advances.  If such advances are not repaid within ten 
     business days of such demand, the Company, at its option, may foreclose 
     on 100% of the stock of TCI which has been pledged as collateral for the 
     advances. The Agreement recites that the specific terms of any 
     acquisition of or investment in TCI cannot be determined at this time 
     and that the Company is under no obligation to complete any such 
     transaction. Any such transaction will require the approval of the Board 
     of Directors of the Company and will be subject to the entry into 
     definitive written agreements.

     There can be no assurance that the Company will be able to reach an 
     agreement with TCI as to an acquisition of or investment in TCI. If it 
     does, which cannot be deemed to be probable at this time, there can be 
     no assurance as to the terms of any such agreement. If the Company 
     obtains ownership of TCI, the Company will own the lease to the radio 
     paging transmission facility and the aforesaid subscriber base and 
     related assets which the Company intends to use in the conduct and 
     expansion of its business.

NOTE 6 - BID DEPOSIT

     The Company had participated in a Federal Communications Commission (the 
     FCC) auction for Personal Communication Services licenses. The FCC 
     required an advance payment in the amount of $1,000,000 which is fully 
     refundable in the event the Company is not the highest bidder. On May 8, 
     1996 the Company obtained six PCS licenses entitling it to operate 
     wireless PCS telephone systems covering nearly 1.5 million people in 
     three states.

<PAGE>

                                                                         PAGE 11
                 ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


NOTE 7 - NOTES PAYABLE 

     Notes Payable consist of the following:

     (A) Notes Payable-Other in the amount of $28,000 at December 31, 1995, 
     and $5,000 at March 31, 1996 with interest at 10%, are payable on 
     demand. Payment of the notes are personally guaranteed by certain 
     officers and stockholders, and secured by a pledge of their personal 
     property.

     (B) Notes Payable-Bridge Financing consisted of an aggregate of 
     $800,000, 12% promissory notes, with principal and interest due on the 
     earlier of the closing of the Public public oOffering or November 1, 
     1995. Payment of the notes were secured by a security  interest in the
     Company's accounts receivable, a pledge of the shares of Common Stock of
     the Company owned by its officers, directors and certain stockholders,
     and was guaranteed by the Company's President. In connection with the
     bridge financing the Company issued to the investor an aggregate of
     240,000 shares of Series A Preferred Stock (the "Preferred Stock") and
     480,000 Series A Preferred Stock Purchase Warrants (the "Preferred
     Warrants") with a Fair Value of $511,500. Each Bridge investor exchanged
     their Preferred Stock and Preferred Warrants into an identical number
     of shares of Common Stock and Class A Redeemable Common Stock Purchase
     Warrants on the effective date of the Offering. These notes were paid on
     May 19, 1995.

     (C) 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 President, cross corporate guaranteed by 
     Free Trade and secured by the Company's inventory. Interest is payable 
     monthly at the rate of 1.5% per annum in excess of the bank's 
     fluctuating prime lending rate. As of the date hereof, the interest rate 
     was 10.5%. The loan becomes due and payable on April 18, 1996. On
     March 31, 1996 the balance on this loan was $60,000. This note was
     temporally extended by the bank.  The Company is currently in
     negotiations with the bank to increase the credit line and extend the
     due date.

     (D) On October 6, 1995, the Company entered into a lending arrangement 
     with a bank.  In connection therewith, the Company could borrow up to 
     $700,000 at an interest rate of 3/4% above the bank's base lending rate, 
     payable on demand. At December 31, 1995, the interest rate was 9.5%. The 
     Company deposited a $700,000 three month certificate of deposit with the 
     bank as collateral for such loan. The Certificate earns a 5% interest. 
     The loan is also secured by certain officers' personal guarantees, 
     245,000 shares of their stock and all the assets of the Company. On 
     January 6, 1996 and then again on April 6, 1996 the bank extended the 
     due date 90 days. The note becomes due and payable on July 6, 1996.

     (E) On December 22,1995, the Company entered into a lending arrangement 
     with a bank. In connection therewith, the Company borrowed $450,000 at 
     an interest rate of 1% above the bank's base lending rate, payable in 
     ninety days. At December 31, 1995, the interest rate was 9.75%. The 
     Company deposited a $400,000 three month certificate of deposit with the 
     bank as collateral for such loan. The Certificate earns a 5% interest. 
     The loan is also secured by certain officers' and directors' personal 
     guarantees and inventory. On March 22, 1996 the bank extended the due 
     date 90 days. The note becomes due on June 22, 1996.. 

     (F) On February 29, 1996, the Company entered into a financing 
     arrangement with a corporation in the amount of $134,000.  Interest is 
     payable at a rate of 10% in monthly installments of $1,117 per month.  
     As additional consideration, the Company issued the corporation 800,000 
     "A" warrants with 90 day registration rights and "piggy back" 
     registration rights with any other offering of the Company.

<PAGE>

                                                                         PAGE 12

                 ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


NOTE 8 - CAPITAL LEASE

     Capital Leases include $163,834 for equipment. Minimum future lease 
     payments under capital leases as of March 31, 1996 for each of the next
     five years and in the aggregate are:

     1996                                                $56,052
     1997                                                 69,181
     1998                                                 51,801
     1999;                                                50,244
     2000                                                 38,334
                                                       ---------
     Total Minimum Lease Payments                        265,612
     Less: Amount Representing Interest                 (108,638)
                                                       ---------
     Present Value of Net

     Minimum Lease Payments                              156,974
     Less: Current Maturities
     included in Current Liabilities                     (69,180)
                                                       ---------
     Long Term Obligations Under
     Capital Leases                                      $87,794
                                                       ---------
                                                       ---------

     The interest rates on the capitalized leases rage from 16.909 to 29.17% 
     and are imputed based on the lower of the Company's incremental 
     borrowing rate at the inception of each lease or the lessors implicit 
     rate of return.

NOTE 9 - 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 the outstanding 
     principal at March 31, 1996 and December 31, 1995.

NOTE 10 - OTHER ADVERTISING AND PROMOTIONAL SERVICES

     On July 21, 1995, the Company entered into an Advertising and 
     Promotional Services Agreement, pursuant to which the Company agreed to 
     issue 200,000 shares of its Common Stock, $.05 par value, in exchange 
     for services provided to the Company. These services included analysis, 
     advice, advertising and promotional ideas and marketing campaign in 
     connection with the Company's development of its distribution of 
     cellular products in South America. The Company issued the stock to the 
     consultant on August 8, 1995 which resulted in a non-cash expense of 
     $1,075,000 in the year ending December 31, 1995.

NOTE 11 - EARNINGS PER COMMON SHARE

     The Company computes earning (loss) per common share by dividing the net 
     income (loss) by the weighted average number of shares of common stock, 
     as retroactively adjusted to reflect shares issued for the business 
     combination described in Note 1A and the 1 for 5 reverse common stock 
     split described in Note 2A, and common stock equivalents outstanding 
     during the period.

NOTE 12 - CONVERTIBLE PREFERRED STOCK

     The Series A Preferred Stock was issued in connection with the Bridge 
     Financing described in Note 7B. On May 19, 1995, the holders of 
     preferred stock have exchanged the 240,000 shares of Series A Preferred 
     Stock for 240,000 shares of Common Stock. As a result of the conversion, 
     additional paid-in capital was reduced by $9,600.

<PAGE>

                                                                    PAGE 13

              ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 



NOTE 13 - WARRANTS TO PURCHASE COMMON STOCK

     The Company approved the sale to certain officers, directors and
     stockholders of 1,000,000 Common Stock Purchase B Warrants at a 
     price of $.10 per Warrant exercisable at $5.00 per share. On November 30,
     1994, the Company issued 990,000 Common Stock Purchase B Warrants for
     $.10 per Warrant, payable by the Company accepting promissory notes
     bearing interest at 8% per annum due on the earlier of the exercise of
     the Warrants, or December 1, 1996. On January 20, 1995, the Company
     agreed to reduce the exercise price of 300,000 B Warrants from $5.00
     to $2.50 and amended the exercise period of these 300,000 B Warrants
     so that they are not exercisable until February 1, 1996.

NOTE 14 - 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. 
     The Company has net operating loss carryforwards that it does not expect 
     to utilize pursuant to the Internal Revenue Regulations.

NOTE 15 - CONTINGENT LIABILITIES

     (A) On December 1, 1994, the Company entered into an employment 
     agreement with the President of the Company for a term of five years 
     with an option for an additional three one year terms. The agreement 
     provides for annual compensation of $150,000 during the term of the 
     employment agreement and entitles the President to certain fringe 
     benefits, including automobile maintenance, disability insurance, 
     medical benefits and life insurance coverage. The President has agreed 
     that during the term of his agreement and for 12 months thereafter 
     (unless the agreement is terminated without cause), he will be subject 
     to non-competition provisions. Upon termination of employment without 
     cause, the President will be entitled to a lump sum payment of $75,000 
     multiplied by the number of years of his employment by the Company.

     (B) The Company has engaged a management company, which is an affiliate 
     of the Underwriter used in the Public Offering described in Note 2B, as 
     the Company's management consultant, for a period of 15 months 
     commencing December 14, 1994, at a fee of $75,000 (exclusive of 
     out-of-pocket expenses), which was paid on May 12, 1995. In addition, 
     the Company has agreed, subject to any required regulatory approvals, to 
     pay the Representative a finder's fee, in the event that the 
     Representative originates within five years following the Effective Date 
     of the offering a merger, acquisition, joint venture or other 
     transaction to which the Company is party, in the amount equal to 5% of 
     the first $4,000,000, 4% of the next $1,000,000, 3% of the next 
     $1,000,000 and 2% of the excess, if any, over $6,000,000 of the 
     consideration actually received by the Company in any such transaction.

     (C) On June 1, 1995, the Company entered into a consulting agreement 
     with a corporation owned by four of the Company's legal representatives 
     for non-legal services.  In consideration for services performed by the 
     consultant the Company agreed to pay $144,000 per year for five years 
     payable in monthly installments of $12,000.

<PAGE>

                                                                    PAGE 14
              ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


NOTE 15 - CONTINGENT LIABILITIES - (Continued)

     (D) On May 17, 1995, the Company entered into an employment agreement 
     with Mr. Les Winder, which was amended on October 1, 1995. The term
     of the agreement is for five years with an option for additional one year
     terms. The agreement provides for annual compensation of $137,500 during
     the term of the employment agreement and entitles Mr. Winder to certain
     fringe benefits, including automobile maintenance, disability insurance,
     medical benefits and life insurance coverage. Mr. Winder has agreed that
     during the term of his agreement and for 6 months thereafter (unless the
     agreement is terminated without cause), he will be subject to
     non-competition provisions. Upon termination of employment without cause,
     Mr. Winder will be entitled to a lump sum payment of $50,000 multiplied by
     the number of years of his employment by the Company.

NOTE 16 - MAJOR SUPPLIERS

     During the year ended December 31, 1994 and 1995 Free Trade 
     Distributors, Inc. purchased 100% of its cellular telephones and 
     related accessories from four major suppliers and Trade Zone 
     Distributors, Inc. received 100% of its income from two cellular radio 
     suppliers.

NOTE 17 - OPERATING LEASE

     In early 1994, the Company leased office and warehouse space under 
     an operating lease agreement on a month to month basis. The rental 
     expense for the period ended March 31, 1996 and March 31, 1995 was 
     $24,682 and $17,871 respectively.

     On May 20, 1994 Free Trade Distributors Inc. entered into a five year 
     operating lease expiring May 31, 1999 for an 8,000 square foot warehouse 
     and office facility.

     The minimum future rental payments under this non-cancelable operating 
     lease for each of the remaining years are:

     1996                                              $  45,000
     1997                                                 60,000
     1998                                                 60,000
     1999                                                 25,000
                                                       ---------
     Total Minimum Future
     Rental Payments                                    $190,000
                                                       ---------
                                                       --------- 


NOTE 18 - AMENDMENT TO CERTIFICATE OF INCORPORATION

     On March 12, 1996, at a meeting of the Company's shareholders a majority 
     of the Company's shareholders voted in favor of an amendment to the 
     Company's Certificate of Incorporation to increase the number of 
     authorized shares of the Company's common stock from 8,400,000 to 
     40,000,000.

<PAGE>

                                                                    PAGE 15

              ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


NOTE 19 - STOCK OPTION PLAN

     The Company's Board of Directors adopted a Stock Option Plan (the 
     "Plan"), approved by Stockholders, under which options to purchase up
     to an aggregate of 500,000 shares of Common Stock would be are available
     for grants to officers, directors, consultants and key employees of the
     Company. The Plan provides for the grant of incentive stock options,
     non-qualified stock options and Director's options. The Plan will
     terminate in 2004, unless sooner terminated by the Board of Directors.
     As a result of the reverse split the Board of Directors, with stockholders
     approval, increased the number of shares of Common Stock, after the
     effective date of the reverse split, which may be subject to options
     granted under the Plan from 100,000 to 300,000. On July 10, 1995 the
     Company issued 20,000 options to a director of the Company at a price
     of $3.80, 5,000 of these options were exercisable immediately, 5,000 on
     July 10, 1996, 5,000 on July 10, 1997 and 5,000 on July 10,1998 and
     expire on July 10, 2,000.  The fair value of the stock was less than the
     option price therefore no compensation expense was recognized in 1995.

NOTE 20 - PENDING LITIGATION

     On March 4, 1996 the Company commenced an action entitled Electronics 
     Communications Corp. as Plaintiff against Toshiba America Consumer 
     Products, Inc. ("Toshiba") and Audiovox Corporation, case number 96 Civ. 
     1565 in United States District Court, Southern District of New York. The 
     complaint asserts claims for antitrust, breach of contract, tortious 
     interference with contract and tortious interference with prospective 
     economic advantage and business relations. The complaint seeks damages 
     in excess of $ 5,000,000. This action was commenced because the Company 
     expended significant monies and resources including the issuance of 
     200,000 shares of the Company's Common Stock to a consultant in 
     anticipation of South American cellular telephone program which the 
     Company was to undertake exclusively of behalf of Toshiba. Immediately 
     prior to the commencement of the program, Toshiba discontinued 
     manufacturing the line of cellular telephones that the program was 
     designed to offer. This unilateral decision has caused significant 
     damages to the Company and the Company will vigorously prosecute this 
     claim.

NOTE 21 - CORRECTION OF AN ERROR

     The accompanying financial statements have been restated to give effect 
     to adjustments arising from the issuance of 34,715 shares to avoid 
     potential litigation as described in Note 2C.  The effect of the 
     restatement was to decrease Net Income for the three months ended March 
     31, 1996 by $73,769 ($.02 loss per share), decrease Retained Earnings by 
     $73,769, increase Common Stock by $1,736 and increase Additional Paid-In 
     Capital by $72,003.


<PAGE>

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.
    
RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1995

    During the three months ended March 31, 1996 revenues from sales increased
$660,762 or 41.2% compared to the same period in 1995.  Electronic equipment
sales increased $76,902, activation commissions and residual income increased
during the period by approximately $583,860 or approximately 83.9%.  The small
increase in electronic equipment sales was consistent with the sales for the
same period in 1995.  However, the Company sold a greater percentage of
communication equipment, versus home/office equipment in this quarter compared
to last year.  The increase in commissions was due to increased activations of
cellular telephone numbers, as a direct result of an advertising campaign for
the Company's direct sales division and an increase in residuals as a result of
the Company's larger subscriber base with Bell Atlantic/Nynex Mobile.

    Cost of electronic equipment sales increased $85,151 compared to the same
period in 1995, as a result of higher overall sales of electronic equipment.
Gross profit from electronics equipment sales decreased approximately 2.3% from
18.1% to 15.8% during the same period in 1996.  The decrease in gross profit was
due to greater sales of communications equipment which the Company generally
sells at a lower gross profit margin.  The Company does not rely on any one
major equipment supplier, however, during the quarter the Company purchased 100%
of its cellular phones from four suppliers, the loss of  any one of them would
have a negative impact on the Company.

    Cost of activation commissions and residual income increased $322,504
compared to the same period in 1995, due to an increase in revenues.  The gross
profit percentage related to these sales increased approximately 12% from 18.5%
for the three months ended March 31, 1995 versus 30.5% for the three months
ended March 31, 1996 as a result of greater sales from the Company direct sales
division. 

    Selling expenses increased approximately $28,000 for the three months ended
March 31, 1996 as compared to the same period in 1995 due to increased
advertising and sales commissions paid during the same comparative periods. 
General and administrative expenses increased approximately $210,000 for the
three months ended March 31, 1996 as compared to the same period in 1995.  This
increase is due to a larger number of employees, higher office and warehouse
rental payments and increased legal and accounting expenses compared to the same
period of the prior year.


<PAGE>

    The Company had a net operating profit before other expenses and income
taxes of $25,019 for the three months ended March 31, 1996 compared to a profit
of $10,314 for the three months ended March 31, 1995.

    Interest expenses remained constant compared to the same period in 1995. 
The Company did experience a one time non-cash expense of $73,769 relating to
the issuance of 34,715 shares of the Company's Common Stock to avoid potential
litigation.  However, the Company did not experience any additional non-cash
financing costs, comparable to those incurred in 1995 as a result of the
Company's Bridge Financing completed in December 1994

LIQUIDITY AND CAPITAL RESOURCES  

         The operations of the Company's subsidiaries since inception in 1991
to date have been funded principally from cash flow from operations, capital
investments and loans from officers, directors, principal stockholders and third
parties.  Although the officers and directors of the Company have provided the
financial accommodations to the Company in the past, there can be no assurance
that they will continue to do so in the future.  In addition, the Company has a
$100,000 revolving line of credit with a bank.  This loan is personally
guaranteed by the Company's President and a cross corporate guaranty of Free
Trade and secured by the Company's inventory.  As of March 31, 1996, there was
an outstanding balance under this loan of $60,000 with interest payable monthly
at the rate of 1.5% per annum in excess of the bank's fluctuating prime lending
rate.  As of March 31, 1996, the interest rate was 10.5%.  This loan was due and
payable on April 18, 1996, however, this loan has been temporarily extended by
the bank.  The Company is currently negotiating with the bank to increase the
credit line and extend the maturity date of the loan.

    On October 6, 1995 the Company entered into a lending arrangement with a
bank.  In connection therewith, the Company can borrow up to $700,000 at an
interest rate of 3/4% above the bank's base loan rate.  As of March 31, 1996,
the interest rate was 9.5%.  The Company deposited a $700,000 three month
certificate of deposit with the bank as collateral for such loan.  The
certificate of deposit earns 5% interest.  The loan is also secured by certain
officers' personal guarantees, 245,000 shares of their stock and all of the
assets of the Company.  On January 6, 1996 and then again on April 6, 1996 the
bank extended the due date 90 days.  The note becomes due and payable on July 6,
1996.

    On December 22, 1995, The Company entered into a lending arrangement with a
bank.  In connection therewith, the Company borrowed $450,000 at an interest
rate of 1% above the bank's base lending rate, payable in ninety days.  On March
31, 1996, the interest rate was 9.75%.  The Company deposited a $400,000 three
month certificate of deposit with the bank as collateral for such loan.  The
Certificate earns 5% interest.  The loan is also secured by certain officers'
and directors', personal guarantees and the Company's inventory.  On March 22,
1996 the bank extended the due date 90 days.  The note becomes due on June 22,
1996.


<PAGE>

    On March 31, 1996, the Company had working capital of $1,953,825, as
compared to a working capital of approximately $1,724,852 at December 31, 1995. 
Included in the working capital is $1,100,000 which has been deposited with
the bank as collateral for the above described loans.

    The Bridge Financing, completed in December 1994, consisted of $800,000 of
12% promissory notes which were due the earlier of closing of a public offering
or November 1, 1995 and the issuance of Common Stock and A Warrants.  The
proceeds of the Bridge Financing were used to pay certain costs associated with
the public offering; to collateralize a letter of credit to one of the Company's
vendors, to make an initial investment for the Company's paging operations and
contribute to working capital.  On May 19, 1995 the Company completed a public
offering resulting in gross proceeds of $5,200,000 and approximate net proceeds
of $4,200,000.  The Company devoted substantial resources, including a portion 
of the net proceeds of the public offering, after payment of the Bridge 
Financing indebtedness, primarily to paging and two-way radio.  The Company 
will need to seek other forms of financing to build a PCS infrastructure.  

    As of  March 31, 1996 the Company loaned $550,000 to Threshold
Communications, Inc. ("TCI").  TCI is engaged in the radio paging business. On
March 22, 1996 TCI acquired all of the assets and assumed certain liabilities of
General Communications and Electronics, Inc. ("GCE").  In connection therewith,
the Company advanced an additional $175,000 to TCI and guaranteed certain
obligations of TCI in the amount of $739,000.  As a result of the transaction
with GCE, TCI, in addition to a paging transmission site which it previously
owned, became a paging reseller.  TCI offers paging service primarily through
various paging carriers in the New York metropolitan area.  TCI offers national
paging service through a sales and distribution agreement with Skytel.  Under
this agreement, TCI pursues regional and national accounts through its present
dealer network in the Paging Service Area.  As of the date hereof TCI has
approximately a 9000 person subscriber base.  TCI also has the necessary
infrastructure to operate a paging operation, including but not limited to a
full service technical shop and repair facility, engineering capability,
marketing and sales force, billing and collection systems and ancillary product
support capability for paging related products.  The Company is currently
negotiating the acquisition of TCI, however, there can be no assurance that the
Company will be able to reach an agreement with TCI.  If the Company does
acquire TCI, it will utilize TCI's infrastructure in the operations of its own
paging system.  TCI has recently acquired a paging carrier agreement with
Skytel, a company that provides nationwide paging, voice messaging and related
messaging services to subscribers and others.  In addition, TCI owns a 900
megahertz FCC paging license in the Paging Service Area and hold a long-term
lease for a paging transmission site.  A principal stockholder of TCI is a
stockholder of the Company.

    On November 1, 1995 the Company acquired an exclusive option to purchase
TCI in consideration of the above mentioned loans.  The option agreement further
provides that if, on or before January 31, 1996, the acquisition of TCI by the
Company or an investment in TCI is not consummated, the Company may demand
repayment of these advances.  If the advances are not repaid within ten business
days of such demand, the Company, at its option, may foreclose on 


<PAGE>

100% of the stock of TCI which was pledged as collateral for such advances.  To
date, the Company has not made such a demand.

    On January 16, 1996 the Company consummated a Private Placement of 69,460
shares of its Common Stock $.05 par value at a price of $2.25 per share.  The
total offering resulted in gross proceeds of $156,217.50.  Each subscriber, in
addition to the shares received demand registrations rights, which require the
Company to file a Registration Statement upon request of 25% or more of the
shares sold in the offering at anytime during the 18 month period commencing 30
days from the closing date.  In March 1996, the subscribers demanded that the
Company file a Registration Statement covering their shares.  The Company at
that time was unable to comply with the request.  In order to avoid potential
litigation for failing to file a Registration Statement on a timely basis, the
Company issued an aggregate of 34,715 additional shares to the subscribers.

    In light of the fact that the Company did not raise sufficient monies in
the above described Private Placement and had significant capital restricted
because of its deposit with the FCC and its collateral with its bank , the
Company was compelled on February 29, 1996, to borrow $134,000 from another
unrelated corporation.  Interest is payable at the rate of 10% in monthly
installments of $1,117 per month.  As additional consideration, the Company
issued to the corporation 800,000 A Warrants with 90 day registration rights and
"piggy  back" registration rights.

    On March 21, 1996, the Company entered into a letter of intent with an
investment banking firm (the "Placement Agent")  Pursuant to which the Company
will offer $6,000,000 principal amount of the Company's Subordinated Convertible
Debentures (the "Debenture").  The principal amount of the Debentures shall be
convertible into shares of the Company's common stock at the option of the
holder, immediately upon issuance at a price equivalent to 25% discount from the
average high closing bid price for five days prior to the conversion or $1.50,
whichever is less.  The Debenture bears interest at the rate of 5% per annum
payable on April 1 of each year commencing April 1, 1997.  The Debentures are
redeemable and callable for conversion under certain circumstances.  The
Debentures are also secured by certain officers and directors personal
guarantees.

    The Company has agreed to the Placement Agent a placement fee equal to 10%
of the gross proceeds, a 2% non-accountable expense allowance, issue 200,000
Warrants to purchase the Company's common stock at $2.25 per share, and issue
1,350,000 Class A Warrants.  The Company intends to use the proceeds of this
offering to increase its deposit in the PCS auction, and general working capital
purposes.  As of May 13, 1996 the Company has received gross proceeds from this
offering of $1,250,000.

    On May 8, 1996, the Company won six PCS licenses.  The total winning bids
amounted to $26,452,200, after the 25% discount provided to small businesses,
which the Company qualifies for, under the terms of the auction.  The Company
has deposited $1,.000,000 with the FCC and will pay an additional $1,645,220 or
an aggregate of 10% of the winning bids upon 


<PAGE>

the grant of the license, which is anticipated very shortly.  The Company will
use a portion of the proceeds of the above described offering to pay the balance
of the deposit.

    The Company is seeking additional financing in the form of equipment
leasing, debt or equity financing utilization of vendor financing and joint
venture partners for the purchase of PCS equipment and for build-out of
infrastructure.  There can be no assurance that such financing will be available
to the Company or if available, available upon acceptable terms.

IMPACT OF INFLATION

    The Company is subject to normal inflationary trends and anticipates that
any increased costs would be passed on to its customers. 


<PAGE>

                                      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:   January 22, 1997
                           ELECTRONICS COMMUNICATIONS CORP.

                           By:  /s/ WILLIAM S. TAYLOR         
                                -----------------------------
                                William S. Taylor, President