<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                       
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                           ------------------------
                                       
                                       
                                FORM 10-QSB/A-1
                                       
                                       
               Quarterly Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

For the Quarter Ended
 September 30, 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.)

10 Plog 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:

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 November 8, 1996, there were 11,915,515 shares of Common Stock, $.05 
par value outstanding.

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

<PAGE>


                                                                        PAGE 1

                   ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS


                                        ASSETS

<TABLE>
<CAPTION>
                                                       SEPTEMBER 30   DECEMBER 31,
                                                       ------------   ------------
                                                           1996           1995
                                                           ----           ----
<S>                                                   <C>             <C>
                                                        (UNAUDITED)
CURRENT ASSETS
 Cash                                                     $22,669        $18,000
 Restricted Cash                                       $1,100,000     $1,100,000
 Accounts Receivable
  (Net of $60,240 and $80,987 Allowance for Doubtful
   Accounts at September 30, 1996 and
   December 31, 1995, respectively.)                    1,308,094      2,204,789
 Inventories                                              259,271        476,796
 Bid Deposit                                              --           1,000,000
 Loan Receivable                                          106,560        550,000
 Loan Receivable - Stockholder                             81,723        --
 Prepaid Expenses                                          63,309         78,849
                                                      -----------     ----------
               TOTAL CURRENT ASSETS                     2,941,626      5,428,434
                                                      -----------     ----------
                                                      -----------     ----------

PROPERTY AND EQUIPMENT
 Property and Equipment                                 2,135,332        335,858
 Accumulated Depreciation                                (236,333)       (75,544)
                                                      -----------     ----------
               NET PROPERTY AND EQUIPMENT               1,898,999        260,314
                                                      -----------     ----------

OTHER ASSETS
 PCS Licenses                                          26,829,482        --
 Paging Carrier Agreement                                 968,387        --
 Deferred Private Placement Costs                         514,665        225,787
 Deferred License Costs                                   --             293,810
 Security Deposits and Other Assets                       185,418         38,313
 Goodwill                                                  67,347         --
 Deferred Registration Costs                               41,856         --
                                                      -----------     ----------
               TOTAL OTHER ASSETS                      28,607,155        557,910
                                                      -----------     ----------
                   TOTAL ASSETS                       $33,447,780     $6,246,658
                                                      -----------     ----------
                                                      -----------     ----------

</TABLE>

                      See Notes to Consolidated Financial Statements.


<PAGE>

                                                                        PAGE 2

                     ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS


                         LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                     SEPTEMBER 30,    DECEMBER 31,
                                                                     -------------    ------------
                                                                         1996            1995
                                                                         ----            ----
                                                                      (UNAUDITED)
<S>                                                                   <C>             <C>
CURRENT LIABILITIES
 Accounts Payable                                                      $1,593,093     $1,783,344
 Notes Payable - Other                                                    932,736         28,000
 Notes Payable - Bank                                                   1,155,000      1,225,000
 Notes Payable - Stockholders                                              12,395        252,007
 Current Portion of Obligations Under Capital Leases                      104,834         50,244
 Current Portion of Long Term Debt                                      1,666,489        --
 Private Placement Advance                                                --             116,223
 Accrued Expenses                                                         302,911        248,764
 Customer Deposits                                                         24,008        --
                                                                      -----------     ----------
               TOTAL CURRENT LIABILITIES                                5,791,466      3,703,582
                                                                      -----------     ----------

LONG TERM LIABILITIES
 Long Term Debt                                                        22,140,491        --
 Obligations under Capital Leases                                         396,003         78,801
                                                                      -----------     ----------


               TOTAL LONG TERM LIABILITIES                             22,536,494         78,801
                                                                      -----------     ----------
                                                                      -----------     ----------

Minority Interest                                                         455,482         --

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, 1996.                                      40,000         --
 Common Stock, par value $.05 per share, 40,000,000
   authorized, issued and outstanding 11,915,515
   at September 30, 1996 and 3,003,697 at December, 31 1995.              595,776        150,186
 Additional Paid-In Capital                                            16,105,170      5,320,629
 Retained (Deficit)                                                    (6,050,907)    (2,947,539)
 Subscription Receivable                                               (6,000,000)
 Notes Receivable arising from Common Stock Purchase Warrants Sold        (25,701)       (59,001)
                                                                      -----------     ----------
              TOTAL STOCKHOLDERS' EQUITY                                4,664,338      2,464,275
                                                                      -----------     ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $33,447,780     $6,246,658
                                                                      -----------     ----------
                                                                      -----------     ----------

</TABLE>

                                See Notes to Consolidated Financial Statements.


<PAGE>

                                                                        PAGE 3

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

<TABLE>
<CAPTION>


                                                            THREE MONTHS ENDED              NINE MONTHS ENDED
                                                              SEPTEMBER  30,                 SEPTEMBER  30,
                                                         -------------------------     --------------------------
                                                            1996           1995           1996           1995
<S>                                                    <C>             <C>            <C>            <C>
SALES
 Electronics                                              $461,006     $1,710,263     $2,675,002     $3,435,909
 Commissions                                               771,083        537,538      3,087,050      1,941,601
 Paging & Two Way Radio                                    631,390        --             631,390      --
                                                       -----------    -----------    -----------    -----------
                                 TOTAL SALES             1,863,479      2,247,801      6,393,442      5,377,510
                                                       -----------    -----------    -----------    -----------
COST OF SALES
 Electronics                                               918,371      1,430,428      2,718,105      2,787,085
 Commissions                                               370,951        423,064      2,069,348      1,530,772
 Paging & Two Way Radio                                    350,550        --             350,550      --
                                                       -----------    -----------    -----------    -----------
                         TOTAL COST OF SALES             1,639,872      1,853,492      5,138,003      4,317,857
                                                       -----------    -----------    -----------    -----------
                                GROSS PROFIT               223,607        394,309      1,255,439      1,059,653
                                                       -----------    -----------    -----------    -----------
EXPENSES
 Selling                                                   624,771        158,918      1,139,465        390,341
 General and Administrative                              1,974,124      1,306,619      3,046,363      1,690,460
                                                       -----------    -----------    -----------    -----------
                              TOTAL EXPENSES             2,598,895      1,465,537      4,185,828      2,080,801
                                                       -----------    -----------    -----------    -----------
OPERATING INCOME (LOSS) BEFORE OTHER INCOME
OTHER EXPENSES AND INCOME TAXES                         (2,375,288)    (1,071,228)    (2,930,389)    (1,021,148)
                                                       -----------    -----------    -----------    -----------
OTHER INCOME
Minority Interest in Loss of Consolidated Subsidiaries      15,254         --             15,254         --
Interest Income                                             --             12,203         ---            12,203
                                                       -----------    -----------    -----------    -----------
                          TOTAL OTHER INCOME                15,254         12,203         15,254         12,203

OTHER EXPENSES
 Interest Expense                                           47,375          6,412        114,464         43,298
 Settlement of Potential Litigation                         --              --            73,769              0
 Amortization of Bridge Financing Costs                     --              --            --            606,943
                                                       -----------    -----------    -----------    -----------
                        TOTAL OTHER EXPENSES                47,375          6,412        188,233        650,241
                                                       -----------    -----------    -----------    -----------
NET LOSS BEFORE INCOME TAXES                            (2,407,409)    (1,065,437)    (3,103,368)    (1,659,186)
 Income Taxes                                            --             --             --             --
                                                       -----------    -----------    -----------    -----------
NET LOSS                                                (2,407,409)    (1,065,437)    (3,103,368)    (1,659,186)
RETAINED (DEFICIT), BEGINNING OF PERIOD                 (3,643,498)      (912,329)    (2,947,539)      (318,580)
                                                       -----------    -----------    -----------    -----------
RETAINED (DEFICIT), END OF PERIOD                      ($6,050,907)   ($1,977,766)   ($6,050,907)   ($1,977,766)
                                                       -----------    -----------    -----------    -----------
                                                       -----------    -----------    -----------    -----------
LOSS PER COMMON SHARE
 PRIMARY                                                     (0.51)         (0.23)         (0.66)         (0.35)
 FULLY DILUTED                                               (0.64)         (0.16)         (0.52)         (0.06)

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (NOTE 11)
 PRIMARY                                                 4,711,574      4,711,574      4,711,574      4,711,574
 FULLY DILUTED                                           5,722,563      5,722,563      5,722,563      5,722,563
                                                       -----------    -----------    -----------    -----------
                                                       -----------    -----------    -----------    -----------
</TABLE>

                                 See Notes to Consolidated Financial Statements.

<PAGE>

                                                                        PAGE 4

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

<TABLE><CAPTION>
                                                                                      NINE MONTHS ENDED
                                                                                        SEPTEMBER 30,
                                                                               -------------------------------
                                                                                    1996             1995
                                                                                    ----             ----
<S>                                                                              <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
 Net Loss                                                                        ($3,103,368)    ($1,659,186)

 Adjustments to Reconcile Net Loss to
 Net Cash Used By Operations:
 Non-Cash Advertising  and Promotional Services                                                    1,075,000
 Issue of Common Stock For Marketing Agreement                                     1,625,000
 Depreciation and Amortization                                                        76,129         636,803
 Non-Cash Settlement of Potential Litigation                                          73,762               
 Changes in:                                                                                  
  Accounts Receivable                                                                640,348        (442,136)
  Inventories                                                                        288,755          46,870
  Prepayments                                                                         27,203         (41,825)
  Accounts Payable                                                                  (482,893)     (1,240,120)
  Accrued Expenses and Taxes Payable                                                  53,243          (3,287)
  Customer Deposits                                                                   24,008          (5,328)
 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                                                                2,792,555          25,977
                                                                                  -----------    ------------
NET CASH USED BY                                                                              
OPERATING ACTIVITIES                                                                (310,813)     (1,633,209)
                                                                                  -----------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES                                                          
 Stockholder Loans Receivable                                                        (81,723)            --
 Notes Receivable arising from Common Stock Purchase Warrants                         33,300             --
 Deferred Private Placement Costs                                                   (288,878)       (108,716)
 Deferred Registration Costs                                                         (41,856)   
 License Costs                                                                    (1,728,692)            --
 Additions to Property and Equipment                                                (133,995)        (40,397)
 Loan Receivable                                                                    --              (300,000)
 Bid Deposit                                                                                             --  
 Payment for purchase of Threshold Communications, Inc. net of cash acquired        (180,556)            --  
 Other Assets                                                                       (147,105)       (164,458)
                                                                                  -----------    ------------ 
NET CASH USED BY INVESTING                                                        (2,569,505)       (613,571)
ACTIVITIES                                                                        -----------    ------------
                                                                                 
CASH FLOWS FROM FINANCING ACTIVITIES                                                           
 Payments of Shareholder Loans                                                      (239,612)        (31,037)
 Proceeds of Other Loans                                                             579,336         (82,000)
 Payments of Bridge Loans                                                          --               (800,000)
 Payments of Bank Loans                                                              (70,000)        (15,000)
 Net Proceeds from Debentures                                                                            --
 Principal Payments under Capital Lease Obligation                                   (84,742)            --
 Sale of Common Stock                                                              2,700,005       3,869,937
                                                                                  -----------    ------------
NET CASH PROVIDED BY FINANCING                                                                
ACTIVITIES                                                                         2,884,987       2,941,900
                                                                                  -----------    ------------
NET INCREASE IN CASH                                                                   4,669         695,120
CASH, BEGINNING OF PERIODS                                                            18,000         136,203
                                                                                  -----------   ------------
CASH, END OF PERIODS                                                                 $22,669        $831,323
                                                                                  -----------   ------------
                                                                                  -----------   ------------
</TABLE>
                       See Notes to Consolidated Financial Statements.
<PAGE>

                                                                        PAGE 5

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

<TABLE>
<CAPTION>

                                                             NINE MONTHS ENDED
                                                         September 30,  September 30,
                                                        ------------------------------
                                                             1996           1995
                                                             ----           ----
<S>                                                      <C>              <C>
SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS
 CASH PAID DURING THE YEAR FOR:
  Interest                                                $131,064        $36,886

SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
  Property Acquired Under Capital Leases                 ($456,534)       --

</TABLE>


                               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 1995, the Company formed Electrocom 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.
     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 paging 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 ("PCS").  The Company has posted a bid
     deposit of $1,000,000. 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.

     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 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.

     The accompanying unaudited consolidated financial statements have been
     prepared in accordance with generally accepted accounting principles for
     interim financial information and with the instructions to Form 10-QSB and
     Article 10 of Regulation S-X. Accordingly, they do not
     necessarily include all of the information and footnotes required by
     generally accepted accounting principles for complete financial
     statements. In the opinion of management all adjustments (consisting of
     normal recurring accruals) considered necessary for a fair presentation
     have been included. Operating results for the nine months ended September
     30, 1996 are not necessarily


<PAGE>

                                                                        PAGE 7

                           ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

    (A) BUSINESS ACTIVITY AND BASIS OF PRESENTATION - (CONTINUED)
     
     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-KSB for the year
     ended December 31, 1995.
    
    (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.,  Personal Communications Network, Inc. and its
     majority owned subsidiary of Threshold Communications, Inc. and TCI's
     majority owned subsidiary 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). Depreciation expense charged to
     operations for the nine months ended September 30, 1996 and 1995 was
     $27,125 and $29,919, 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,  commissions for fees earned on sales of cellular radio
     service contracts or sales from its radio paging and two way radio
     services.  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 Company's 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-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.
    
<PAGE>

                                                                        PAGE 8

                           ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
    
    (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 activation's 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.

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"). 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

<PAGE>

                                                                        PAGE 9

                           ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

     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.
    
    (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 a settlement of
     potential litigation.


    (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 and are due April 1,
     2002.  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 September 30,1996 $2,990,000
     was converted into 5,706,662 shares of Common Stock in accordance with the
     Debenture.

    (E)  On April 8, 1996, the Company entered into a contractual agreement
     with a public relations and direct marketing firm for the intention of
     making its name and business better known to shareholders, investors and
     brokerage houses. The agreement is for a period of four months.  The
     Company issued 100,000 shares of its Common Stock and expensed $187,500
     for marketing cost.

    (F)  On May 22, 1996, the Company completed a private placement of 500,000
     shares of unregistered Common Stock for $625,000 ($1.25 per share). These
     shares were sold at a $.75 (37.5%) discount to the market price of the
     Company's Common Stock on such date.  This transaction was negotiated at
     arms length with the investors.  The primary reasons why the discount was
     so large, was based on the aggregate amount of the shares relative to the
     total number of shares outstanding, the limited liquidity in the Company's
     Common Stock at such time, and the fact the Common Stock was unregistered.
     Management determined that it was in the best interest of the Company to
     sell such shares, because the Company required large capital infusions to
     make the payments to the FCC for the six PCS licenses the Company obtained
     on May 8, 1996.  The Company paid $93,750 in associated placement fees and
     legal costs.

    (G)  On June 28, 1996, the Company purchased 51% of the common stock of TCI
     and its majority owned subsidiary GTA for $725,000 in cash and $389,000 of
     its common stock (194,500 shares at $2.00 per share).

<PAGE>

                                                                        PAGE 10

                           ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     
NOTE 2 - ACQUISITION, RECAPITALIZATION AND PUBLIC OFFERING - (CONTINUED)
     
     The following unaudited pro forma combined results of operations for the
     nine months ended September 30, 1996 accounts for the acquisition described
     above as if it had occurred on January 1, 1996.
                                       
              UNAUDITED PRO FORMA COMBINED RESULTS OF OPERATIONS
                                       
                                                Nine Months Ended
                                                September 30, 1996
                                             -----------------------
               Sales                                     $7,528,806
               Net Earnings                              $3,254,362
               Net Earnings Per Common Share
                 Primary                                       (.69)
                 Fully Diluted                                 (.56)


    (H)  On September 4, 1996, the Company entered into a Client Service
     Agreement with a public relations firm.  Pursuant to the terms of the
     agreement, the firm was hired as a financial public relations consultant
     to promote the Company's business to the financial community.  The term of
     the agreement is for two years.  In consideration of the services to be
     performed by the firm, the Company issued 2,300,000 registered shares of
     the Company's common stock.  The above transaction resulted in a non cash
     expense of $1,437,500.

NOTE 3 - ACCOUNTS RECEIVABLE
     
     Accounts Receivable consist of amounts due for sales of electronic goods,
     commissions due from major cellular radio suppliers and from sales of
     radio paging and two way radio service. Components of Accounts Receivable
     are $828,769 for the sale of electronic goods, $221,333 for commissions,
     and $318,232 for the sale of radio paging and two way radio service at
     September 30, 1996 and $1,503,303, $782,473 and $ -0- 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. These 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.

    (C) The Paging Carrier Agreement consist of six paging licenses with
     various paging carriers. The cost of such agreements are being amortized
     over a fifteen year period.

    (D) The PCS licenses were awarded in a Federal Communications Commissions
     "C" Block Auction.  The markets awarded the Company include Elmire-
     Corning, New York; Bangor/Lewiston-Auburn/Waterville-Augusta, Maine; and
     Burlington/Rutland-Bennington, Vermont.  The Vermont markets encompass
     virtually the whole 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.

<PAGE>

                                                                        PAGE 11

                           ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     
     
NOTE 4 - OTHER ASSETS - (CONTINUED)
     
     The Company's 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 deposited $2,645,220 as
     payment for these licenses.
     
     The remaining balance will be paid out over the next 10 years with 7%
     interest only during the first six years.  Included on the license costs
     are certain legal fees incurred in obtaining the license.  Also included
     in these costs are $7,630 of capitalized interest.  The company has not
     begun PCS service.  Upon inception of such services, the Company will
     amortize the licenses and related costs over a 10 year period.

NOTE 5 - LOAN RECEIVABLE
     
     As of December 31, 1995, the Company has loaned $550,000 to 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 an 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.
     
     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.

     On June 28, 1996, TCI satisfied its indebtedness to the Company as
     described by the transaction in Note 2G.
     
     On September 30, 1996 the loan receivable-other consists solely of a note
     due from one of the Company's consultants.  This note is due December 31,
     1996 and bears an interest rate of 8% payable on demand.

<PAGE>

                                                                        PAGE 12

                           ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 was fully
     refundable in the event the Company was 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 (See Note 4D).

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 September 30, 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.

     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.  The balance of this loan was $109,711
     at September 30, 1996.

     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 balance of this loan was $323,025 at
     September 30, 1996.
    
     On September 20, 1996, the Company entered into a loan agreement with a
     private lender, pursuant to which the Company borrowed $500,000.  The loan
     bears interest at the rate of 10% per annum.  The loan becomes due and
     payable on or before June 20, 1997, however the Company may request an
     automatic three (3) month extension on the due date.  The Company used the
     proceeds of this loan for general corporate purposes.
    
    (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 Offering 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 investors 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 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
     Distributors, Inc. 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 became due and payable on April 18, 1996. At September
     30, 1996 the balance on this loan was $55,000. This note was temporally
     extended by the bank .  On June 17, 1996 the bank extended the due date
     until April 17, 1997.

<PAGE>

                                                                        PAGE 13

                           ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    
NOTE 7 - NOTES PAYABLE - (CONTINUED)
    
    (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 has been extended until January 6, 1997.

    (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 has been extended until December 22, 1996.

    (F) 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.

NOTE 8 - CAPITAL LEASE
     
     Capital Leases include $456,534 for equipment. Minimum future lease
     payments under capital leases as of September 30, 1996 for each of the
     next five years and in the aggregate are:
           
           1996                                          $49,399
           1997                                          197,597
           1998                                          180,239
           1999                                          155,729
           2000                                          114,122
                                                       -----------
           Total Minimum Lease Payments                  689,186
           Less: Amount Representing Interest           (188,349)
                                                       -----------
           Present Value of Net
           Minimum Lease Payments                        500,837
           Less: Current Maturities
           included in Current Liabilities              (104,834)
                                                       -----------
           Long Term Obligations Under
           Capital Leases                               $396,003
                                                       -----------
                                                       -----------

     The interest rates on the capitalized leases range from 10% 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 September 30, 1996 and December 31, 1995.


<PAGE>

                                                                        PAGE 14

                           ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 - 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, 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

     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 is valued at $1.50 per
     share and convertible into 1.5 shares of the Company's Common Stock.
     These shares were purchased by three (3) year Promissory Notes ("Notes")
     bearing interest at the rate of 7% per annum.  The interest shall accrue
     and not be payable until the securities are sold.  The Notes shall be
     immediately extendible for additional one year terms.  The Notes are non-
     recourse, but collateralized by the Pledge of the Preferred Stock.  Each
     share of Preferred Stock is subject to a three year vesting period,
     whereby 1/3 was immediately vested, and the balance to be vested during
     the next two years as long as the aforementioned individuals remain as
     either an officer or director of the company.

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 Internal Revenue Regulations.

<PAGE>

                                                                        PAGE 15

                           ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.
    
    (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

     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 was under
     an operating lease agreement on a month to month basis. The rental expense
     for the period ended September 30, 1996 and September 30, 1995 was
     $109,258 and $29,798 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.
     
<PAGE>     

                                                                        PAGE 16

                           ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     
NOTE 17 - OPERATING LEASE  - (Continued)
     
     On May 15, 1996, the Company entered into a five year operating lease
     expiring May 31, 2001 for a 14,000 square foot warehouse and office
     facility.
     
     The minimum future rental payments under these non-cancelable operating
     lease for each of the remaining years are:

     1996                                                    $  42,722
     1997                                                      107,888
     1998                                                      107,888
     1999                                                      135,888
     2000                                                      110,888
                                                             ----------
     Total Minimum Future
     Rental Payments                                          $505,274
                                                             ----------
                                                             ----------

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.

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 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 on 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.  The defendants, Toshiba and Audiovox, moved to
     
<PAGE>


                                                                        PAGE 17

                           ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 20 - PENDING LITIGATION - (Continued)
     
     dismiss the case, claiming that the Company had not pled a cognizable
     antitrust cause of action, and that the remaining claims should be
     dismissed for lack of supplemental jurisdiction.  On August 12, 1996 the
     Court ruled in favor of the motion of defendants Toshiba and Audiovox and
     the cause was dismissed on such date.  The Company has appealed the
     Court's ruling and settlement negotiations are ongoing.  If an adequate
     settlement cannot be reached, the Company will vigorously prosecute this
     claim.

NOTE 21 - SUBSEQUENT EVENTS

     On October 9, 1996, the Company entered into a loan with a Director of the
     Company, pursuant to which the Company borrowed $180,000.  This loan bears
     interest at a rate of 10% per annum.  The loan is due upon three days
     written demand.  The Company used the proceeds of this loan for general
     corporate purposes.
     
     On October 7, 1996 the Company entered into a consulting agreement.
     Pursuant to the agreement the consulting firm is to provide financial
     consulting and advisory services to the Company and its subsidiary PCN,
     including, without limitation, general advice with respect to financing,
     acquisition, joint venture or other corporate transactions.  In
     consideration of the services to be rendered PCN is issuing to the
     consulting firm or its designees ten shares of its common stock
     representing an aggregate of 10% of the issued and outstanding shares of
     PCN.


<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