<PAGE>

                                        
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                            ________________________
                                        
                                        
                                   FORM 10-QSB
                                        
                                        
                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>
                 ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                     SEPTEMBER 30,    DECEMBER 31, 
                                                         1996             1995
                                                         ----             ----
                                                     (UNAUDITED)
<S>                                                  <C>               <C>
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 - Other                                 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 License                                          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

                                      F-1
<PAGE>
                 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
    and 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

                                      F-2
<PAGE>

               ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
          CONSOLIDATED  STATEMENTS OF OPERATIONS AND RETAINED 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                                           $561,494    $1,710,263   $2,775,490    $3,435,909
  Commissions                                            670,595       537,538    2,986,562     1,941,601
  Paging and 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                                            557,494     1,430,428    2,357,228     2,787,085
  Commissions                                            541,525       423,064    2,239,922     1,530,772
  Paging and Two Way Radio                               540,853             -      540,853             -
                                                     -----------   -----------  -----------    ----------
      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 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                                         2,500        12,203      16,600         12,203
                                                     -----------   -----------  -----------    ----------
TOTAL OTHER INCOME                                        17,754        12,203       31,854        12,203

OTHER EXPENSES
  Interest Expense                                        63,975         6,412      131,064        43,298
  Settlement of Potential Litigation                           -             -       73,769             -
  Amortization of Bridge Financing Costs                       -             -            -       606,943
                                                     -----------   -----------  -----------    ----------
TOTAL OTHER EXPENSES                                      63,975         6,412      204,833       650,241
                                                     -----------   -----------  -----------    ----------

NET LOSS BEFORE INCOME TAXES                          (2,421,509)   (1,065,437)  (3,103,368)   (1,659,186)
  Income Taxes                                                 -             -            -             -
                                                     -----------   -----------  -----------    ----------

NET LOSS                                              (2,421,509)   (1,065,437) (3,103,368)    (1,659,186)
RETAINED DEFICIT, BEGINNING OF PERIOD                 (3,643,498)     (912,329) (2,947,539)             -
                                                     -----------   -----------  -----------    ----------
RETAINED DEFICIT, END OF PERIOD                      ($6,065,007)  ($1,977,766) ($6,050,907)  ($1,977,766)
                                                     -----------   -----------  -----------    -----------
LOSS PER COMMON SHARE
  PRIMARY                                                   (0.51)       (0.23)       (0.66)       (0.35)
  FULLY DILUTED                                             (0.42)       (0.19)       (0.54)       (0.29)

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

                                      F-3
<PAGE>
               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 Agreements        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)
  Payment for Purchase of Threshold 
   Communications, Inc., Net of Cash Acquired           (180,556)              -
  Other Assets                                          (147,105)       (164,458)
                                                       ----------     ----------
NET CASH USED BY INVESTING
 ACTIVITIES                                            (2,569,505)      (613,571)
                                                       ----------     ----------

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)
  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

                                      F-4
<PAGE>
                  ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)
<TABLE>
<CAPTION>
                                                          NINE MONTHS ENDED
                                                             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

                                      F-5
<PAGE>

                        ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                                                

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

(A) BUSINESS ACTIVITY AND BASIS OF PRESENTATION
      
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 Electrocomm Wireless, Inc., a Delaware 
corporation as a subsidiary, to become a radio paging and two-way radio 
carrier in the New York Metropolitan Area and the State of New Jersey. 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% if 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

                                      F-6
<PAGE>

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-SB 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. 
                                      F-7
<PAGE>

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 activations and a loss of sales which would affect operating 
results adversely.

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

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 the 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 
                                      F-8
<PAGE>

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). 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).

(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.
                                      F-9
<PAGE>

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.   

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.

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.  As 
of the date hereof, the Company had not entered into an agreement as to an 
acquisition or investment in TCI.
                                      F-10

<PAGE>

NOTE 5 - LOAN RECEIVABLE - (CONTINUED)
      
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.

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.  

                                      F-11
<PAGE>

NOTE 7 - NOTES PAYABLE  - (CONTINUED)

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.

(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.

                                      F-12
<PAGE>

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.

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.

                                      F-13

<PAGE>

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.

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.

                                      F-14
<PAGE>

NOTE 15 - CONTINGENT LIABILITIES - (CONTINUED)

(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 agreement 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 the president 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's leased office and warehouse space 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.

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.

                                      F-15
<PAGE>


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 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 - PRO FORMA INFORMATION

As described in Note 2G the Company acquired 51% of TCI. The following 
unaudited pro forma combines the results of operations for the nine months 
ended September  30, 1996 for the acquisition. The pro forma results give 
effect to the amortization of goodwill.
                                                
            UNAUDITED PRO FORMA COMBINED RESULTS OF OPERATIONS 
                                                
                                                   Nine Months Ended
                                                  September 30, 1996
                                                  ------------------
                              Sales                       $7,528,806
                              Net Loss                    (3,254,362)
                              Net Loss Per Common Share        ($.69)

                                      F-16
<PAGE>

NOTE 22 - 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.

                                      F-17





<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 SEPTEMBER 30, 1996 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1995
     During the three months ended September 30, 1996 revenues from sales 
decreased $384,322 or 17% compared to the same period in 1995.  The reduction 
in sales was primarily due to a decrease in Electronic equipment sales 
($1,148,769) offset in part by the initial sales in the Company's Paging and 
Two-Way Radio operations in the amount of $631,390 for the three months ended 
September 30, 1996.  This result reflects the new focus of the Company's 
business, which is moving away from being an Electronics distributor to that 
of a telecommunications carrier and cellular agent.  Activation commissions 
and residual income increased during the period by approximately $133,057 or 
approximately 67% and 25% respectively.  The increase in commissions was due 
to increased activation's 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 decreased $872,934 compared to the same
period in 1995, as a result of lower overall sales of electronic equipment.
Gross profit from electronics equipment sales decreased approximately 15% from
16% to 1% during the same period in 1996.  The decrease in gross profit was due
to the Company liquidating certain product lines as part of the Company's
overall new business strategy.  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 $118,461
compared to the same period in 1995, due to an increase in revenues.  The gross
profit percentage related to these sales decreased approximately 2%, from 21%
for the three months ended September 30, 1995 to 19% for the three months ended
September 30, 1996 as a result of a shift to greater sales through the Company's
own direct sales efforts. 

     Selling expenses increased approximately $465,853 for the three months
ended September 30, 1996 as compared to the same period in 1995 due to increased
advertising relating directly to the Company's new Paging and Two-Way Radio
operations, which both began operating during the quarter ended September 30,
1996.  General and administrative expenses increased approximately $667,505 for
the three months ended September 30, 1996 as compared to the same period in
1995.  This increase is related to the Company entering into a Client Service
Agreement with a public relations firm.  In consideration of the services to be
performed by the firm, the Company issued 2,300,000 shares of the Company's
Common Stock.  This transaction resulted in a non cash expense of $1,437,500. 
This increase was further impacted by legal fees related to the legal action
commenced against Toshiba America Consumer Products, Inc.

     The Company had a net operating loss before other expenses and income taxes
of $2,375,288 for the three months ended September 30, 1996 compared to a loss
of $1,071,228 for the three months ended September 30, 1995.

     Interest expenses increased approximately $57,563 compared to the same
period in 1995 as a result of increased borrowing by the Company.  

NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1995

     During the nine months ended September 30, 1996 revenues from sales
increased approximately $1,015,932 or 19% compared to the same period in 1995. 
Electronic equipment sales decreased approximately $660,419, as a result of the
Company's new focus, from being an Electronics' distributor to that of a
telecommunications carrier and cellular agent.  The Company will continue to
sell cellular telephones.  Activation commissions and residual income increased
during the period by approximately $1,044,961 or approximately 19% and 54%
respectively.   The increase in commissions was due to increased activation 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.  The
results for the nine months ended September 30,1996 includes sales from the
Company's Paging and Two-Way Radio operations in the amount of $631,390 which
occurred during the three months ended September 30, 1996.

     Cost of electronic equipment sales decreased $429,857 compared to the same
period in 1995, as a result of lower overall sales of electronic equipment.
Gross profit from electronics equipment sales decreased approximately 4% from
19% to 15% during the same period in 1996.  The decrease in gross profit was due
to the Company liquidating certain product lines during the third quarter of
1996, as part of the Company's overall business strategy.  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 $709,150
compared to the same period in 1995, due to an increase in revenues.  The gross
profit percentage related to these sales increased approximately 4% from 21% for
the nine months ended September 30, 1995 versus 21% for the nine months ended
September 30, 1996 as a result of relatively greater direct sales. 

     Selling expenses increased approximately $749,124 for the nine months 
ended September 30, 1996 as compared to the same period in 1995 due to 
increased advertising relating directly to the Company's new Paging and 
Two-Way Radio operations, which both began operation during the quarter ended 
September 30, 1996.  General and administrative expenses increased 
approximately $1,355,903 for the nine months ended September 30, 1996 as 
compared to the same period in 1995.  This increase is due to a larger number 
of employees, expenses related to moving the Company headquarters, increased 
legal and accounting expenses related to the successful bid for personal 
communications service licenses the issuance of 2,300,000 shares of the 
Company's Common Stock to a public relations firm, which resulted in a 
non-cash expense of $1,437,500 and legal fees related to the legal action 
commenced against Toshiba America Consumer Products, Inc.

     The Company had a net operating loss before other expenses and income taxes
of approximately $2,930,389 for the nine months ended September 30, 1996
compared to a loss of $1,021,148 for the nine months ended September 30, 1995.

     Interest expenses increased approximately $87,766 compared to the same
period in 1995 as a result of increased borrowing by the Company.  

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 October 1996 Mr. William S.
Taylor and Mr. Les Winder loaned the Company $40,000 and $22,000 respectively.  
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
September 30, 1996, there was an outstanding balance under this loan of $55,000
with interest payable monthly at the rate of 1.5% per annum in excess of the
bank's fluctuating prime lending rate.  As of September 30, 1996, the interest
rate was 10.5%.  This loan is due and payable on April 17, 1999.  

     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 September 30,
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. The note is a ninety date note which becomes due and
payable on October 6, 1996.  The note has been renewed for successive three
month terms since January 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
September 30, 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.  There
is also a 90 day note which becomes due on December 22, 1996 and has been
renewed successively since March 1996.

     On September 30, 1996, the Company had working capital deficit of
$2,849,840, 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
working capital decrease is due in part to the Company's purchase of PCS
licenses and the Installment Notes the Company was required to enter into as
part of the purchase.  The current portion of these notes is equal to
$1,666,489, as well as other borrowing related to such acquisitions.  The PCS
licenses are classified as Other Assets and not Current Assets.  Accordingly,
the increased borrowing relating to the purchase of PCS licenses and the 
classification of the PCS licenses as Other Assets has a direct effect on the 
Company's working capital.  
     
     As of September 30, 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 7,500 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.  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 was a stockholder of the Company at the time of these
transactions.

     On November 1, 1995 the Company acquired an exclusive option to purchase
TCI in consideration of the above mentioned loans.  On June 28, 1996 the Company
acquired 51% of the issued and outstanding capital of TCI.  


     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
offered $6,000,000 principal amount of the Company's Subordinated Convertible
Debenture (the "Debenture").  The principal amount of the Debentures was
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 were
redeemable and callable for conversion under certain circumstances.  The
Debentures were also secured by certain officers and directors personal
guarantees.

     The Company agreed to pay 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 sold an aggregate of $2,990,000 of the
Debentures, at which point the Company and the Placement Agent mutually agreed
to discontinue the offering.  The proceeds of this offering were used by the
Company to pay its down payment for the PCS licenses it won in the recently
concluded PCS auction, build out its paging system and general working capital
purposes.  As of September 30, 1996, all $2,990,000 principal amount of the
Debentures has converted into an aggregate of 5,706,822 shares of the Company's
Common Stock.  

     On May 22, 1996 the Company sold an aggregate of 500,000 shares of its
Common Stock for $625,000 or $1.25 per share to three unrelated parties.  On May
22, 1996 the Company's Common Stock was trading at $2.00 per share as reported
by NASDAQ.  The Company sold the stock at a discount to market due to the fact
the stock was restricted, and the large quantity of shares made the stock
relatively illiquid in comparison to the Company's average daily volume prior to
May 22, 1996.  The Company received net proceeds from this sale of $543,750. 
The Company utilized the proceeds generated by this issuance of stock for
general working capital purposes.  

     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 $2,645,220 with the FCC which equals 10% of the cost of the
license.  The Company used a portion of the proceeds of the above described
offering to pay the deposit.  

     On October 9, 1996 the FCC officially awarded the six PCS licenses to the
Company.  In connection therewith, the Company entered into six separate
Installment Payment Plan Notes ("Plan Notes") with the FCC in the aggregate
amount of $23,807,009.  Interest only is due commencing December 31, 1996, in
equal consecutive quarterly installments of $416,622.67 ($1,666,490.70 annually)
until September 30, 2002.  Commencing December 31, 2002, the Company shall pay
principal and interest in equal quarterly installments of $1,718,855.80
($6,875,423.20 annually) until September 30, 2006 ("Maturity Date").

     The entire unpaid Principal Amount, together with accrued and unpaid
interest on the Plan Notes and all remaining obligations thereunder, shall be
due and payable on the Maturity Date.

     On September 20, 1996, the Company entered into a loan agreement with the
Marrotta Group (the "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.  As additional
consideration for making the loan, the Company agreed to issue to Lender 200,000
shares of the Company's common stock and 400,000 Class A warrants, each with
demand and piggy back registration rights.  The Company used the proceeds of
this loan for general corporate purposes.

     On October 9, 1996, the Company entered into a loan with Robert DePalo, a
Director of the Company, pursuant to which the Company borrowed $180,000.  This
loan bears interest at the 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.

     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, build-out of infrastructure
and payment of the Plan Notes.  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. 



                                     PART II
                                        
                                OTHER INFORMATION
                                        
ITEM 1.   LEGAL PROCEEDINGS

           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 ("Audiovox"), 
case number 96 Civ. 1565 in the United States District Court, Southern 
District of New York.  The complaint asserted claims for antitrust, breach of 
contract, tortious interference with contract and tortious interference with 
prospective economic advantage and business relations.  The complaint sought 
damages in excess of $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 a 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 caused significant damages to the Company.  The defendants Toshiba 
and Audiovox moved to 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 continue to vigorously 
prosecute this claim.

ITEM 2:   CHANGES IN SECURITIES
          
          None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          The Company's Annual Meeting of Stockholders was held on November 7,
1996, pursuant to written notice.  The total number of the Company's shares
outstanding on November 7, 1996, the record date of the meeting, was 11,915,515,
of which 9,396,968 were present, in person or by proxy.  The following persons
were nominated by management and each was elected to serve as director until the
next annual meeting of stockholders:

          William S. Taylor
          Les Winder
          Brenda Taylor
          Robert DePalo
          Mal Gurian
          Ira J. Tabankin

     The following matters were submitted to stockholders and adopted by the
requisite vote of a majority of the shares present at the meeting or a majority
of the votes cast on the particular matter.

                                 FOR          AGAINST       ABSTAINED

To ratify the selection
  of auditors ...........     9,295,456       54,266          47,246

To ratify the purchase
  by certain officers and
  directors of 4 million
  shares of Series B 
  Preferred Stock........     1,673,228      425,496         156,542


ITEM 5.        OTHER INFORMATION
     
          On July 23, 1996, the Board of Directors of the Company authorized the
issuance, subject to shareholder ratification, of an aggregate of 4,000,000
shares of Series B Preferred Stock ("Preferred Stock").  William S. Taylor,
President, CEO and Chairman of the Board, Les Winder, Executive Vice President
and Director, Brenda Taylor, Secretary and Director and Robert DePalo, Director
each acquired 1,000,000 shares of such 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 individuals were given the right to buy these
shares in return for their respective personal guarantees of approximately
$3,0000,000 and certain other financial accommodations provided to the Company. 
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.  The Shareholders ratified this
transaction at the Annual Meeting of Shareholders on November 7, 1996.

     On October 29, 1996 the Company's wholly owned subsidiary, Personal
Communications Network, Inc. ("PCN") entered into a strategic partnership with
NextWAVE Telecom Inc. ("NextWAVE").  Under the terms of the 10 year strategic
resale agreement, PCN will sell a variety of wireless PCS services nationwide,
except the New York Metropolitan area.  The agreement provides for PCN to
purchase 5 million minutes of use ("MOU"), and resell such MOU's at a profit.

     By reselling wireless minutes on NextWAVE's PCS network, PCN will in
management's opinion be able to offer high quality mobile communications
services to small businesses and customers in major markets throughout the
United States.

     On September 20, 1996, the Company entered into a loan agreement with the
Marrotta Group (the "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.  As additional
consideration for making the loan, the Company agreed to issue to Lender 200,000
shares of the Company's common stock and 400,000 Class A warrants, each with
demand and piggy back registration rights.  The Company used the proceeds of
this loan for general corporate purposes.

     On October 9, 1996, the Company entered into a loan with Robert DePalo, a
Director of the Company, pursuant to which the Company borrowed $180,000.  This
loan bears interest at the 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 September 4, 1996, the Company entered into a Client Service Agreement
with Great Deals, Inc. ("Great Deals").  Pursuant to the terms of the agreement,
Great Deals 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 Great Deals, the
Company issued 2,300,000 shares of the Company's common stock to Great Deals. 
In addition, the Company registered these shares on an S-8 Registration
Statement.

     On October 7, 1996 the Company entered into a consulting agreement with
Emerging Growth Technologies, Inc. ("EGT").  Pursuant to the agreement EGT 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 rendered and to be rendered PCN is issuing
to EGT or its designees ten shares of its common stock representing an aggregate
of 10% of the issued and outstanding shares of PCN. 
      
ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

          Exhibit 3.1 -  Certificate of Designation dated October 23, 1996

          Exhibit 10.1 - Form of Promissory Note - Purchase of Series B
                         Preferred Stock
     
          Exhibit 10.2 - Form of Pledge - Purchase of Series B Preferred Stock

          Exhibit 10.3 - Loan Agreement dated September 20, 1996 between
                         the Marrotta Group and the Company
          
          Exhibit 10.4 - Loan Agreement dated October 9, 1996 between Robert
                         DePalo and the Company
          
          Exhibit 10.5 - Client Service Agreement dated September 4, 1996
                         between Great Deals Inc. and the Company
          
          Exhibit 10.6 - Consulting Agreement dated October 7, 1996 between
                         Emerging Growth Technologies, Inc. and the Company

          Exhibit 27 - Financial Data Schedule

<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:  November 15, 1996
                                  ELECTRONICS COMMUNICATIONS CORP.

                                  By:  /S/ WILLIAM S. TAYLOR         
                                       ------------------------------
                                       William S. Taylor