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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10QSB

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


(MARK ONE)

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

For the quarterly period ended September 30, 1998

                                       OR

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

For the transition period from_________________to________________

                         COMMISSION FILE NUMBER 1-13764

                        NORTHEAST DIGITAL NETWORKS, INC.
                   (FORMERLY ELECTRONICS COMMUNICATIONS CORP.)
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                    Delaware                                  11-2649088
         (STATE OR OTHER JURISDICTION OF                     (IRS EMPLOYER
         INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)

             425 Broad Hollow Road
                    Suite 206
             Melville, New York                               11747
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

Registrant's telephone number, including area code: (516) 501-0466

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes [X]      No [ ]

     The  number of shares of the  registrant's  common  stock  ($.60 par value)
outstanding as of November 13, 1998 was 25,452,825 shares.



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

<PAGE>

                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                                      INDEX

     PART I. FINANCIAL INFORMATION

     Item 1. Consolidated Financial Statements

              Consolidated  Balance Sheets as of September 30, 1998  (unaudited)
              and March 31, 1998

              Consolidated Statements of Operations for the six and three months
              ended September 30, 1998 (unaudited) and 1997 (unaudited)

              Consolidated Statements of Cash Flows for the six and three months
              ended September 30, 1998 (unaudited) and 1997 (unaudited)

              Consolidated  Statement of Changes in Stockholders' Equity for the
              six months ended September 30, 1998 (unaudited)

              Notes to Consolidated Financial Statements

     Item 2. management's discussion and analysis

     PART II. OTHER INFORMATION

                SIGNATURE PAGE




                                       1

<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                         SEPTEMBER 30,     MARCH 31,
ASSETS                                                       1998            1998
                                                          ----------      ----------
                                                         (UNAUDITED)
<S>                                                       <C>             <C>
Current Assets:
   Cash ...............................................   $    137,999    $  1,767,930
   Accounts Receivable
     (Net of $63,000 Allowance for Doubtful Accounts at
     September 30, 1998 and $71,000 at March 31, 1998)          50,681          62,217
   Prepaid Expenses ...................................            --           21,071
                                                          ------------    ------------
           TOTAL CURRENT ASSETS .......................        188,680       1,851,218
                                                          ------------    ------------

PROPERTY AND EQUIPMENT:
   Property and Equipment .............................      1,540,153       1,686,122
   Accumulated Depreciation ...........................       (717,797)       (649,732)
                                                          ------------    ------------
           NET PROPERTY AND EQUIPMENT .................        822,356       1,036,390
                                                          ------------    ------------

OTHER ASSETS:
   PCS Licenses .......................................     13,011,318      22,300,351
   Prepaid Marketing Service Contract .................        125,000              --
   Paging System Costs ................................        651,082         676,614
   Debt Issue Cost ....................................        210,918       1,020,000
   Security Deposits and Other Assets .................        180,590         127,666
                                                          ------------    ------------
           TOTAL OTHER ASSETS .........................     14,178,908      24,124,631
                                                          ------------    ------------
TOTAL ASSETS ..........................................   $ 15,189,944    $ 27,012,239
                                                          ============    ============
</TABLE>


                See Notes to Consolidated Financial Statements.

                                       2

<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                              SEPTEMBER 30,     MARCH 31,
LIABILITIES AND STOCKHOLDERS' EQUITY                                              1998            1998
                                                                               ----------      ----------
                                                                               (UNAUDITED)
<S>                                                                          <C>              <C> 
CURRENT LIABILITIES:
   Accounts Payable and Accrued Expenses ..................................   $  1,805,635    $  1,316,606
   Notes Payable--Other ...................................................        647,525         795,677
   Current Portion of Long Term Debt ......................................        365,360         332,524
   Current Portion of Notes Payable to FCC ................................        575,292         158,670
                                                                              ------------     -----------
          TOTAL CURRENT LIABILITIES .......................................      3,393,812       2,603,477
                                                                              ------------     -----------

LONG TERM LIABILITIES:

   Notes Payable to FCC ...................................................      9,059,900      18,760,307
   Long Term Debt .........................................................        380,384       1,087,345
                                                                              ------------     -----------
          TOTAL LONG TERM LIABILITIES .....................................      9,440,284      19,847,652
                                                                              ------------     -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

   Preferred  Stock, $.01 par value, 45 authorized Series C Non-voting
     Convertible, 21.55 Shares issued and outstanding at September 30, 1998
     and 45 at March 31, 1998 .............................................            --              --
   Common Stock, par value $.60 per share, 40,000,000
     authorized, 24,333,028 issued and outstanding at September 30, 1998
     and 5,531,705 at March 31, 1998 ......................................     14,656,639       3,375,845
   Additional Paid-In Capital .............................................     13,824,637      24,443,726
   Accumulated Deficit ....................................................    (24,841,590)    (21,203,461)
   Discount on Common Stock available to
     Series C Preferred Shareholders ......................................     (1,283,838)     (2,055,000)
                                                                              ------------     -----------
          TOTAL STOCKHOLDERS' EQUITY ......................................      2,355,848       4,561,110
                                                                              ------------     -----------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...............................   $ 15,189,944     $27,012,239
                                                                              ------------     -----------


</TABLE>


                See Notes to Consolidated Financial Statements.

                                       3

 
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                     SIX                 SIX
                                                 MONTHS ENDED         MONTHS ENDED
                                              SEPTEMBER 30, 1998   SEPTEMBER 30, 1997
                                              -----------------   ------------------
                                                  (UNAUDITED)         (UNAUDITED)
<S>                                            <C>                 <C>
 Revenues:
   Paging & Two Way Radio ...................   $   411,032          $ 1,152,573
   Commissions ..............................          --                442,259
   Electronics ..............................          --                  9,614
                                                 -----------         -----------
          TOTAL REVENUES ....................       411,032            1,604,446
                                                 -----------         -----------
Cost of Sales:                                                       
   Paging & Two Way Radio ...................       352,816              735,673
   Commissions ..............................          --                275,562
   Electronics ..............................          --                389,275
                                                 -----------         -----------
          TOTAL COST OF SALES ...............       352,816            1,400,510
                                                 -----------         -----------
          GROSS PROFIT ......................         58,216             203,936
                                                 -----------         -----------
Selling, General And Administrative Expenses:                        
   Selling ..................................          --                954,952
   General and Administrative ...............      2,066,010           2,346,338
                                                 -----------         -----------
          TOTAL SELLING, GENERAL AND                                 
                                                                     
             ADMINISTRATIVE EXPENSES ........     2,066,010            3,301,290
                                                 -----------         -----------
                                                                     
LOSS FROM OPERATIONS ........................    (2,007,794)          (3,097,354)
                                                 -----------         -----------
 Other Income (Expense):                                              
                                                                     
   Interest Expense .........................    (1,655,591)          (1,613,529)
   Interest Income ..........................        25,256                3,499
                                                 -----------         -----------
                                                                     
   TOTAL OTHER INCOME (EXPENSE) .............    (1,630,335)          (1,610,030)
                                                 ----------          -----------
LOSS BEFORE MINORITY INTEREST ...............    (3,638,129)          (4,707,384)
                                                -----------          -----------
                                                                     
MINORITY INTEREST IN LOSS OF                                         
                                                                     
CONSOLIDATED SUBSIDIARIES ...................          --                (15,161)
                                                -----------          -----------
                                                                     
NET LOSS ....................................   $(3,638,129)         $(4,722,545)
                                                ===========          ===========
                                                                     
LOSS PER COMMON SHARE .......................   $     (0.32)         $     (4.26)
                                                ===========          ===========
                                                                

                See Notes to Consolidated Financial Statements.

                                       4
<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


</TABLE>
<TABLE>
<CAPTION>
                                                                                THREE               THREE
                                                                             MONTHS ENDED        MONTHS ENDED
                                                                          SEPTEMBER 30, 1998   SEPTEMBER 30, 1997
                                                                          ------------------   ------------------
                                                                              (UNAUDITED)        (UNAUDITED)

<S>                                                                            <C>                   <C>      
REVENUES:
   Paging & Two Way Radio...............................................       $    207,693          $ 607,041
   Commissions..........................................................                 --            346,686
                                                                                 ----------         ----------

          TOTAL REVENUES ...............................................            207,693            953,727
                                                                                 ----------         ----------


COST OF SALES:
   Paging & Two Way Radio...............................................            181,353            388,506
   Commissions..........................................................                 --            189,899
   Electronics..........................................................                 --            379,854
                                                                                 ----------         ----------

          TOTAL COST OF SALES ..........................................            181,353            958,259
                                                                                 ----------         ----------

          GROSS PROFIT   ...............................................             26,340             (4,532)
                                                                                 ----------         ----------


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
   Selling..............................................................                 --            412,748
   General and Administrative...........................................          1,265,500          1,408,143
                                                                                 ----------         ----------

          TOTAL SELLING, GENERAL AND

             ADMINISTRATIVE EXPENSES ...................................          1,265,500          1,820,891
                                                                                 ----------         ----------

LOSS FROM OPERATIONS ...................................................         (1,239,160)        (1,825,423)
                                                                                 ----------         ----------


Other Income (Expense):

   Interest Expense.....................................................           (816,791)        (1,519,266)
   Interest Income......................................................              6,538              3,069
                                                                                 ----------         ----------

   TOTAL OTHER INCOME (EXPENSE) ........................................           (810,253)        (1,516,197)
                                                                                 ----------         ----------

LOSS BEFORE MINORITY INTEREST ..........................................         (2,049,413)        (3,341,620)
                                                                                 ----------         ----------

MINORITY INTEREST IN LOSS OF

CONSOLIDATED SUBSIDIARIES ..............................................                 --            (11,359)
                                                                                 ----------         ----------

NET LOSS ...............................................................        $(2,049,413)       $(3,352,979)
                                                                                 ==========         ==========

LOSS PER COMMON SHARE ..................................................             $(0.14)            $(2.98)
                                                                                 ==========         ==========



                See Notes to Consolidated Financial Statements.

                                       5




<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


</TABLE>
<TABLE>
<CAPTION>

                                                       SIX MONTHS            SIX MONTHS
                                                         ENDED                 ENDED
                                                     SEPTEMBER 30, 1998  SEPTEMBER 30, 1997
                                                     ------------------   -----------------
                                                        (UNAUDITED)          (UNAUDITED)
<S>                                                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss .......................................   $(3,638,129)         $(4,722,545)
    Adjustments to Reconcile Net Loss to                                   
     Net Cash Used By Operations:                                         
                                                                          
   Issuance of Common Stock for Interest Expense ..          --                 33,334
                                                                          
   Issuance of Common Stock for Consulting Services          --                131,500
                                                                          
   Depreciation and Amortization ..................       210,429              618,941
                                                                          
   Non-cash Amortization of Finance Charges .......     1,579,504            1,383,161
                                                                          
   Marketing Service Contracts ....................      (125,000)             354,452
                                                                          
   Minority Interest in Loss (Income) .............          --                (15,161)
   Changes in:                                                            
   Accounts Receivable ............................        11,536             (260,214)
   Inventories ....................................          --               (293,949)
   Prepayments ....................................        21,071             (103,044)
   Accounts Payable and Accrued Expenses ..........       482,147              304,203
   Accrued Interest ...............................        42,171              885,671
   Security Deposits and Other ....................       (39,223)              (1,075)
                                                      -----------          -----------
            TOTAL ADJUSTMENTS ......................    2,182,635            3,037,819
                                                      -----------          -----------
 NET CASH USED IN OPERATING ACTIVITIES .............   (1,455,494)          (1,684,726)
                                                      -----------          -----------
                                                                      


                See Notes to Consolidated Financial Statements.

                                       6

<PAGE>

                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

</TABLE>
<TABLE>
<CAPTION>
                                                                                SIX MONTHS           SIX MONTHS
                                                                                   ENDED                ENDED
                                                                            SEPTEMBER 30, 1998    SEPTEMBER 30, 1997
                                                                             -----------------    -----------------
                                                                                (UNAUDITED)          (UNAUDITED)
<S>                                                                              <C>               <C>
CASH FLOWS FROM INVESTING ACTIVITIEs

   PCS License..........................................................         $       --        $    (6,544)

   Additions to Property and Equipment..................................            (49,589)           (46,139)

   Paging System Costs and Other Assets.................................                 --         (1,000,345)
                                                                                 ----------        -----------


NET CASH USED IN INVESTING ACTIVITIES ..................................            (49,589)        (1,053,028)
                                                                                 ----------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES

   Deferred Private Placement Costs.....................................                 --            347,971

   Payment for Deferred Registration Costs..............................                 --           (316,242)

   Net Proceeds of Shareholder Loans....................................                 --             70,145

   Payment of Private Placement Advance.................................                 --         (1,628,254)

   Payments of Bank and Other Loans.....................................                 --           (399,499)

   Proceeds from Other Loans............................................                 --            309,742

   Proceeds from Debentures.............................................                 --          2,908,334

   Principal Payments of Capital Lease Obligations......................            (80,529)           (80,097)

   Proceeds from Sale of Common Stock...................................                 --          1,604,759

   Payments of Long Term Debt...........................................            (44,319)                --
                                                                                 ----------        -----------


NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES .......................           (124,848)         2,816,859
                                                                                 ----------        -----------

NET INCREASE (DECREASE) IN CASH ........................................         (1,629,931)            79,105
                                                                                 ----------        -----------
CASH, BEGINNING OF PERIOD ..............................................          1,767,930             48,620
                                                                                 ----------        -----------
CASH, END OF PERIOD ....................................................         $  137,999         $  127,725
                                                                                 ==========         ==========
</TABLE>


                See Notes to Consolidated Financial Statements.

                                       7


<PAGE>

                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                SIX MONTHS        SIX MONTHS
                                                                                   ENDED             ENDED
                                                                           SEPTEMBER 30, 1998   SEPTEMBER 30, 1997
                                                                           ------------------   ------------------
                                                                                (UNAUDITED)       (UNAUDITED)

<S>                                                                                <C>               <C>      
SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS
  CASH PAID DURING THE PERIOD FOR:

   Interest.............................................................           $ 41,838          $ 177,941

   Taxes................................................................                 --                 --

SUPPLEMENTAL SCHEDULE OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES

   Common Stock Issued for Payment of Loan Payable......................                 --            375,000

   Exchange of Convertible Debentures for Common Stock..................            448,553                 --

   Exchange of Common Stock for Convertible Debentures..................                 --          2,013,093

   Exchange of Convertible Notes for Common Stock.......................            173,152                 --

   Exchange of Preferred Stock for Common Stock.........................          6,962,611                 --

   Non-cash Interest Capitalized on Notes Payable to FCC................            416,622                 --

</TABLE>


                See Notes to Consolidated Financial Statements.

                                       8

<PAGE>



                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                               THREE MONTHS        THREE MONTHS
                                                                                   ENDED               ENDED
                                                                            SEPTEMBER 30, 199    SEPTEMBER 30, 1997
                                                                            -----------------    ------------------
                                                                                (UNAUDITED)         (UNAUDITED)
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net Loss.............................................................        $(2,049,413)       $(3,352,979)

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

   Issuance of Common Stock for Consulting Services.....................                 --            131,500

   Depreciation and Amortization........................................            125,501            263,460

   Provision for Bad Debts..............................................                 --             (4,404)

   Non-cash Amortization of Finance Charges.............................            791,859          1,383,161

   Marketing Service Contracts..........................................           (125,000)           177,226

   Minority Interest in Loss (Income)...................................                 --            (11,359)

   Changes in:

   Accounts Receivable..................................................             (1,762)          (210,343)

   Inventories..........................................................                 --           (364,309)

   Prepayments..........................................................             20,164           (103,044)

   Accounts Payable and Accrued Expenses................................            369,474            349,420

   Accrued Interest.....................................................             22,784            469,049

   Security Deposits and Other..........................................            (40,809)                --
                                                                                 ----------         ----------
           TOTAL ADJUSTMENTS ...........................................          1,162,211          2,080,357
                                                                                 ----------         ----------
NET CASH USED IN OPERATING ACTIVITIES ..................................           (887,202)        (1,272,622)
                                                                                 ----------         ----------
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       9


<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                               THREE MONTHS        THREE MONTHS
                                                                                  ENDED                ENDED
                                                                            SEPTEMBER 30, 1998   SEPTEMBER 30, 1997
                                                                             -----------------   ------------------
                                                                                (UNAUDITED)         (UNAUDITED)
<S>                                                                              <C>                <C>        
CASH FLOWS FROM INVESTING ACTIVITIES

   PCS License..........................................................         $       --         $  442,249

   Additions to Property and Equipment..................................            (16,902)           (40,615)

   Paging System Costs and Other Assets.................................                 --           (994,746)
                                                                                 ----------         ----------
NET CASH USED IN INVESTING ACTIVITIES ..................................            (16,902)          (593,112)
                                                                                 ----------         ----------
CASH FLOWS FROM FINANCING ACTIVITIES

   Payment for Deferred Registration Costs..............................                 --           (178,273)

   Net Proceeds of Shareholder Loans....................................                 --             49,756

   Proceeds from Other Loans............................................                 --            309,742

   Payments of Bank and Other Loans.....................................                 --            (35,440)

   Proceeds from Debentures.............................................                 --          1,847,032

   Principal Payments of Capital Lease Obligations......................            (26,268)           (22,805)

   Payments of Long Term Debt...........................................            (19,444)                --
                                                                                 ----------         ----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES .......................            (45,712)         1,970,012
                                                                                 ----------         ----------
NET INCREASE (DECREASE) IN CASH ........................................           (949,816)           104,278
                                                                                 ----------         ----------
CASH, BEGINNING OF PERIOD ..............................................          1,087,815             23,447
                                                                                 ----------         ----------
CASH, END OF PERIOD ....................................................         $  137,999         $  127,725
                                                                                 ==========         ==========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       10


<PAGE>



                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                               THREE MONTHS         THREE MONTHS
                                                                                   ENDED               ENDED
                                                                             SEPTEMBER 30, 1998   SEPTEMBER 30, 1997
                                                                             -----------------    -----------------
                                                                                (UNAUDITED)         (UNAUDITED)
<S>                                                                               <C>                 <C>
Supplemental Disclosure For Cash Flows

  CASH PAID DURING THE PERIOD FOR:

   Interest.............................................................          $  10,070           $ 83,678

   Taxes................................................................                 --                 --

SUPPLEMENTAL SCHEDULE OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES

   Exchange of Common Stock for Convertible Debentures..................                 --          2,013,093

   Exchange of Convertible Notes for Common Stock.......................            173,152                 --

   Exchange of Preferred Stock for Common Stock.........................          4,885,133                 --

   Non-cash Interest Capitalized on Notes Payable to FCC................            208,311                 --
</TABLE>


                See Notes to Consolidated Financial Statements.

                                       11

<PAGE>


                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                              DISCOUNT ON
                                                                                                              COMMON
                                                                                                               STOCK
                                       PREFERRED STOCK         COMMON STOCK        ADDITIONAL                AVAILABLE TO
                                     ------------------    ---------------------    PAID-IN    ACCUMULATED    PREFERRED
                                      SHARES     AMOUNT     SHARES      AMOUNT      CAPITAL      DEFICIT    SHAREHOLDERS    TOTAL
                                     ---------  -------    --------   ----------  ------------ ------------ ------------    -----
<S>                                   <C>            <C> <C>        <C>          <C>          <C>           <C>          <C>
Balance as of March 31, 1998.......        45        --  5,531,705  $ 3,375,845  $24,443,726  $(21,203,461) $(2,055,000) $4,561,110

Conversion of 8% cumulative
  convertible debentures into

  Common Stock.....................        --        --  1,108,155      664,893     (176,340)           --           --     488,553

Conversion of Series C Preferred

  Stock into Common Stock..........    (23.45)       -- 11,604,352    6,962,611   (6,962,611)           --           --          --

Conversion of 10% Promissory

  Notes into Common Stock..........        --        --  6,088,816    3,653,290   (3,480,138)           --           --     173,152

Amortization of discount on Common
  Stock available to Preferred

  Shareholders.....................        --        --         --           --           --            --      771,162     771,162

Net Loss...........................        --        --         --           --           --    (3,638,129)          -   (3,638,129)
                                    ---------   ------- -----------  ----------- -----------  ------------  -----------  ----------

Balance as of September 30, 1998...     21.55        --  24,333,028  $14,656,639 $13,824,637  $(24,841,590) $(1,283,838 $2,355,848
                                    =========   ======= ===========  =========== ===========  ============  =========== ==========
</TABLE>


                 See Notes to Consolidated Financial Statements.
  
                                       12

<PAGE>

                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   (A) BUSINESS ACTIVITY AND BASIS OF PRESENTATION

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

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

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

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

     On July 31, 1997,  the  Company's  board of  directors  effected a 1 for 12
reverse stock split of its $.05 par value common stock. The new common stock has
a $.60 per share par value. On May 28, 1998, the Company's stockholders ratified
the reverse stock split at a special meeting of stockholders.  All references to
number of common shares for all periods presented  reflects the ratification and
have been retroactively restated for the reverse stock split. See Note 15(B) for
discussion of proposed reverse stock split.

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

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation  S-X.  Accordingly,  they  do  not  necessarily  include  all  of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation have been included.  Operating results for the six months and three
months ended  September 30, 1998 are not  necessarily  indicative of the results
that  may be  expected  for  the  year  ended  March  31,  1999.  The  unaudited
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's  annual  report on Form 10KSB as amended  for the year ended March 31,
1998.


                                       13


<PAGE>

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

   (B) PRINCIPLES OF CONSOLIDATION

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

   (C) PROPERTY AND EQUIPMENT

     Property and equipment are recorded at cost. Depreciation is provided using
straight line and  accelerated  methods over the  estimated  useful lives of the
respective assets (5 to 7 years).

   (D) REVENUE RECOGNITION

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

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

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

   (E) CONCENTRATION OF CREDIT RISK

     The Company  maintains  its major cash  accounts in banks in New York.  The
total cash deposits are insured by the Federal Deposit Insurance  Corporation up
to $100,000  per  account.  Uninsured  balances at  September  30, 1998  totaled
approximately $54,858.

   (F) USE OF ESTIMATES

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

   (G) FAIR VALUE OF FINANCIAL INSTRUMENTS

     At  September  30 and March 31,  1998,  the fair  values of cash,  accounts
receivable,  non-convertible  short term debt and current  portion of  long-term
debt and accounts  payable,  approximated  their carrying  values because of the
short-term  nature of these  instruments.  The fair value and carrying amount of
the Company's long term notes payable to the FCC with an actual interest rate of
7% and the  corresponding  PCS  Licenses  were  adjusted  to  reflect an imputed
interest rate of 14% which more closely  corresponds to the Company's  borrowing
rate.

                                       14

<PAGE>



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

   (H) EARNINGS PER SHARE

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

   (I) STOCK-BASED COMPENSATION

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

   (J) RECLASSIFICATIONS

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

NOTE 2 -- PCS LICENSES

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

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

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

                                       15

<PAGE>

NOTE 2 -- PCS LICENSES (CONTINUED)

     On June 8, 1998,  the  Company  elected  the  Disaggregation  Option.  As a
result,  15  MHz of the 30 MHz of  spectrum  awarded  under  the  licenses  were
returned to the FCC. Debt incurred for the licenses was reduced from $23,806,980
to $11,903,490  ($8,795,452  when discounted  using an imputed  interest rate of
14%--see  Note  1(G)).  Accrued  and  capitalized  interest  due to  the  FCC of
$2,233,418 was reduced by $1,810,300 to $423,118 after applying a credit for 50%
of the total accrued and capitalized  interest,  a credit of $529,044 for 40% of
the  downpayment  forfeiture  and a credit of $164,547  for 50% of the  interest
payments made. Total suspended accrued interest due to the FCC of $423,118 is to
be paid in eight quarterly installments of $52,890.  Quarterly interest payments
due on the FCC notes were reduced from $416,622 to $208,311.

     Included  in the  license  costs are certain  legal and  professional  fees
incurred in obtaining  the licenses.  Capitalized  PCS interest in the amount of
$839,740 and  $2,233,418  is included in PCS Licenses at September  30, 1998 and
March 31,  1998,  respectively.  The  Company has not begun PCS service and will
require  substantial  additional  financing  to pay the balance of the  purchase
price for the PCS licenses and to construct the system prior to  initiating  PCS
service.  No assurance can be given that such financing  will become  available.
Assuming  inception of PCS services,  the Company will amortize the licenses and
related costs over a forty-year period.

NOTE 3 -- PROPERTY AND EQUIPMENT

     Property and equipment are summarized as follows:

                                              September 30,         March 31,
                                                 1998                 1998
                                               ---------            ---------
       Paging equipment                       $1,446,822           $1,619,250
       Computer and other equipment               74,376               47,917
       Leasehold improvements,
       furniture and fixtures                     18,955               18,955
                                               ---------            ---------
                                               1,540,153            1,686,122
       Less: Accumulated depreciation           (717,797)            (649,732)
                                               ---------            ---------
       Net Property and Equipment              $ 822,356           $1,036,390
                                               =========            =========

NOTE 4 -- PREPAID MARKETING SERVICE CONTRACT

     In July 1998, the Company entered into an agreement with a public relations
and direct  marketing  advertising  firm  specializing in the  dissemination  of
information  about publicly traded  companies.  In consideration  for a $250,000
cash payment and 100,000  options to purchase the  Company's  Common Stock at an
exercise  price of $.375 (the  closing bid price on the date of the  agreement),
the public  relations  firm is to publicize the Company to brokers,  prospective
investors and shareholders.  The terms of the agreement are to be fulfilled over
an  approximate  6 month  period.  A prepaid  asset was  initially  recorded for
$250,000 and is being amortized over the 6 month period.

NOTE 5 -- NOTES PAYABLE

   (A) NOTES PAYABLE -- FCc

     After applying the effects of the election of the Disaggregation  Option as
discussed  in  Note  2,  Notes  Payable--FCC  consist  of six 7% 10  year  notes
aggregating  $11,903,490  ($8,795,452 when discounted using the imputed interest
rate of 14%--see Note 1(G)).  Accrued interest as of September 30, 1998 amounted
to $839,740 for a total  obligation of $9,635,192 of which  $575,292 is current.
The notes are payable in quarterly  installments  of interest only for the first
six years and principal plus interest  thereafter.  The notes are secured by the
PCS licenses.  The interest  payment due December 31, 1996 was partially paid on
March 31,  1997.  As  discussed  in Note 2, the Company had not made a quarterly
interest  payment  since March 31, 1997 due to an FCC  moratorium  on  quarterly
interest  payments.  The payment of interest was to be resumed on July 31, 1998.
The Company deferred the payment due on July 31, 1998. The July 31, 1998 payment
in the amount of $341,644  (including  a 5% late charge) was made on 

                                       16

<PAGE>



October 27, 1998. The payment of the October 27, 1998  quarterly  installment in
the amount of  $261,201  was  deferred  and is due on January 27, 1999 with a 5%
late charge.

   (B) NOTES PAYABLE -- OTHER

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

     (2) During the 1998 fiscal third  quarter,  the Company  borrowed  $300,000
from one lender and $200,000 from a second  lender.  The Company agreed to issue
its 10% promissory  notes to the lenders in the principal  amounts of the loans.
The notes are payable one year after the loans  together  with interest at a 10%
annual rate payable semi-annually in cash, or at the Company's option, in shares
of Common Stock.  The note principal is convertible at the holder's  option into
shares of Common Stock at a  conversion  price equal to the lesser of $1.125 per
share or a Conversion  Formula similar to the Conversion Formula of the Series C
Preferred Stock. In accordance with Emerging Issues Task Force ("EITF") Abstract
D-60  "Accounting  for the  Issuance  of  Convertible  Preferred  Stock and Debt
Securities with a Nondetachable Conversion Feature", the Company recorded a debt
issue  cost and a  corresponding  increase  to  additional  paid in  capital  of
$506,000,  representing  the  difference  between the fair  market  value of the
Company's  common stock on the date of the loan and the  conversion  price.  The
cost is being  amortized  over the life of the loan.  In  addition,  the Company
issued five-year warrants to the lenders  exercisable to purchase 100,000 shares
of Common Stock for each $100,000  loan (i.e.,  an aggregate  500,000  shares of
Common  Stock) at an  exercise  price per share equal to 120% of the closing bid
price for such Common Stock on the trading day immediately  preceding the day of
a particular  loan. In accordance with SFAS No. 123, the Company recorded a debt
issue  cost and a  corresponding  increase  to  additional  paid in  capital  of
$1,111,000,  representing  the fair value of the  warrants on the date of grant.
The fair value of the warrants were  estimated  using the  Black-Scholes  option
pricing model with the  following  weighted-average  assumptions:  the risk free
interest rate of 14%, dividend yield of 0.0%, volatility factors of the expected
market price of the Corporation's  common stock of 203.1% and a weighted-average
expected life of the warrants of 5 years.  This cost is being amortized over the
life of the loan.

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

     On October 26,  1998,  the holder of $300,000  of  principal  amount of the
notes  executed  amendments  wherein the repayment of principal of $100,000 plus
accrued  interest  from one note  was  deferred  until  April  30,  1999 and the
repayment of principal of $200,000 plus accrued  interest from a second note was
deferred until May 13, 1999.  The original  maturity dates were October 31, 1998
and November 13, 1998,  respectively.  In addition,  the amendments provide that
the holder will not convert any of the  principal  amount or exercise any of the
related warrants until the new maturity dates. In consideration for the deferral
of the maturity dates and conversion  rights, the Company decreased the exercise
price of the  warrants  to $.09375  per share (the  closing bid price on the day
preceding the date of the amendments).

     As of  September  30, 1998,  $160,000 of principal  plus $13,152 of accrued
interest was converted  into  6,088,816  shares of the  Company's  Common Stock.
Accrued interest on the remaining notes  outstanding was $29,958 as of September
30, 1998.



                                       17

<PAGE>
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 6 -- LONG-TERM DEBT

     A summary of long-term debt follows:

<TABLE>
<CAPTION>
                                                  Interest  September 30,       March 31,
          Description                               Rate        1998             1998
          ----------                               -------     -------          -------
          <S>                                     <C>          <C>            <C> 
          Convertible Debentures (a)                  8%       $ 113,666       $ 593,332
          Installment notes payable
          monthly through August 1999 (b)            12%         110,519         151,300
          Capital leases and notes (c) Various                   521,559         675,237
                                                               ---------      ----------
                                                                 745,744       1,419,869

          Less: Current maturities                               365,360         332,524
                                                               ---------      ----------
                                                               $ 380,384      $1,087,345
                                                               =========      ==========
</TABLE>
     (a) This  represents the remaining  principal  outstanding  plus $13,666 of
accrued  interest as of September  30, 1998 from an August 7, 1998  Regulation S
Private  Placement  Offering  pursuant  to which the Company  issued  $4,970,334
principal amount of 8% Cumulative Convertible Debentures (the "Debentures"). The
principal  amount of the Debentures are convertible into shares of the Company's
common stock at the option of the holder,  commencing 41 days after issuance, at
a price  equivalent  to a 30%  discount  from market based upon the five (5) day
average daily closing bid price, as reported on NASDAQ, for the five (5) trading
days  immediately  preceding the applicable  date of conversion.  The Debentures
bear  interest  at the rate of 8% per  annum  payable  on  August 7 of each year
commencing  August 7, 1998.  The  Debentures  are  redeemable  and  callable for
conversion under certain circumstances and are due June 30, 2000.

     As of September 30, 1998,  $4,870,334 of the  Debentures had been converted
into 5,047,597 shares of the Company's common stock.

     (b) In  connection  with TCI'S  acquisition  of GCE, the Company  assumed a
$350,000  non-interest  bearing note. The outstanding  principal  amount of this
non-interest  bearing  note was  $116,667 and $165,278 at September 30 and March
31, 1998, respectively, less unamortized discount (discount is based on interest
of 12%) for a net balance of $110,519 (including accrued interest) and $151,300,
respectively.  Due to the  ongoing  liquidity  problems  of the  Company,  as of
November 13, 1998, the Company is in arrears under the terms of this note.

     (c) The  obligations  under  capital  leases are  collateralized  by paging
equipment with a book value of approximately  $458,000 as of September 30, 1998.
The interest rates on the capitalized  leases and notes range from approximately
10% to 25% and the lease rates are imputed  based on the lower of the  Company's
incremental  borrowing  rate at the  inception  of each  lease  or the  lessor's
implicit rate of return.  Due to the ongoing liquidity  problems of the Company,
as of November  13,  1998,  the  Company is in arrears  under all of its capital
leases. The Company is in discussions with each of the lessors and is attempting
to negotiate payment terms in order to cure the arrearages. If agreements cannot
be reached,  the  equipment  securing  the leases may have to be returned to the
lessors with any residual balance still owed under the lease obligations.

     Additionally,  due to the  Company's  exit from the two way radio  business
conducted in its GTA subsidiary (see Note 1(A)), in July 1998,  equipment with a
book value of approximately  $80,000 was returned to the lessor.  The Company is
currently in litigation with the lessor regarding the residual balance owed. See
Note 14(B) for further discussion of the lawsuit.


                                       18

<PAGE>
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



NOTE 6 -- LONG-TERM DEBT (CONTINUED)

     Long-term debt at September 30, 1998 matures as follows:

                                     Year Ending September 30:
                                      ----------------------

                                            1999                       $365,360
                                            2000                        279,573
                                            2001                         99,604
                                            2002                          1,207
                                                                       --------
                                                                       $745,744
                                                                       ========


NOTE 7 --  SUPPLEMENTAL  DISCLOSURE OF LOSS PER SHARE 
Basic and Diluted Loss Per
     Common Share:

<TABLE>
<CAPTION>
<S>                                         <C>               <C>              <C>               <C>              
                                             Six Months        Six Months      Three Months      Three Months
                                                Ended             Ended            Ended             Ended

                                            September 30,     September 30,    September 30,     September 30,
                                                1998              1997             1998              1997
                                             -----------       -----------      -----------       -----------
     Loss per Common Share                       $(0.32)          $(4.26)           $(0.14)          $(2.98)
                                              ---------         --------         ---------         --------
     Weighted Average Common Shares
     Outstanding                             11,220,249        1,109,587        14,287,161        1,124,823
                                              =========         ========         =========         ========


NOTE 8 -- CONVERTIBLE PREFERRED STOCK

     On December 24, 1997, the new Board of Directors of the Company  authorized
the  issuance  of a minimum  of 20 shares and a maximum of 45 shares of Series C
Preferred  Stock  ("Preferred  Stock") at the  aggregate  subscription  price of
$100,000 per share  pursuant to an offer and sale of such  Preferred  Stock in a
Regulation S Private  Placement  Offering.  Holders of the  Preferred  Stock are
entitled to receive a 10% cumulative  annual dividend  payable  semi-annually in
cash, or at the Company's  option,  in shares of the Company's common stock $.60
par value.  The Preferred  Stock is non-voting and is convertible in whole or in
part at any time  commencing  fifty (50) days after  issuance at the election of
the holder,  into shares of common stock at an initial conversion price equal to
a 25%  discount  from the average  closing bid price for the common stock in the
over-the-counter  market for the five trading  days  immediately  preceding  the
conversion,  said discount thereafter  increasing at the rate of 2% per calendar
month  commencing March 1, 1998 up to a maximum discount of 35% ("the Conversion
Formula").  The Company has no ability to force  conversion  but 24 months after
issuance of the initial  Preferred Stock,  any outstanding  Preferred Stock will
automatically  convert  into  shares of  Common  Stock  based on the  Conversion
Formula  then in effect.  The Company  paid a placement  fee equal to 13% of the
gross  proceeds to the  Placement  Agent.  As of December 31, 1997,  the Company
issued 30 shares of Preferred Stock and received $2,595,000,  net of $405,000 in
expenses.  In accordance with EITF D-60, the Company  recorded an adjustment for
the  discount  on  Common  Stock  available  to  Preferred  shareholders  and  a
corresponding increase to additional paid in capital of $1,615,000, representing
the value of the 35% conversion  discount offered on the Preferred  Stock.  This
cost is being  amortized  over the period in which the maximum  discount will be
realized, commencing with the date of the issuance.

     On January 20, 1998, the Company  completed its December 1997  Regulation S
Private  Offering through the sale of an additional 15 shares of its 1997 Series
C  Convertible  Preferred  Stock and  received  $1,302,500  net of  $197,500  in
expenses.  In accordance with EITF D-60, the Company  recorded an adjustment for
the  discount  on  Common  Stock  available  to  Preferred  shareholders  and  a
corresponding  increase to additional paid in capital of $808,000,  representing
the value of the 35% conversion  discount offered on the Preferred  Stock.  This
cost is being  amortized  over the period in which the maximum  discount will be
realized, commencing with the date of the issuance.

                                       19

<PAGE>
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 8 -- CONVERTIBLE PREFERRED STOCK (continued)

     As of  September  30,  1998,  23.45  shares  of the  Series  C  Convertible
Preferred  Stock had been  converted  into  11,604,352  shares of the  Company's
common stock. (See Note 15(A))

     As of September  30, 1998,  there were  dividends in arrears of $161,625 on
the 21.55 shares outstanding of the Series C Convertible Preferred Stock.

NOTE 9 -- INCOME TAXES

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

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

NOTE 10 -- STOCK OPTIONS AND WARRANTS

STOCK OPTIONS

     On October 30, 1997,  the Board of Directors of the Company (the  "Board"),
subject to shareholder approval,  adopted the October 30, 1997 Stock Option Plan
(the "1997  Plan").  The  aggregate  number and class of shares which may be the
subject of options  granted  pursuant  to the 1997 Plan is  1,000,000  shares of
Common Stock, $.60 par value, of the Company.  The options to be granted may, at
the  discretion  of the Company,  be designated to be options which will qualify
for incentive stock option treatment ("ISO's) under the Internal Revenue Code of
1986,   as  amended  (the   "Code")  or  options   which  will  not  so  qualify
("Non-ISO's").   Officers,  directors  and  key  employees  of  the  Company  or
subsidiaries  of the Company,  as determined by the Board,  shall be eligible to
receive  options  under  the  1997  Plan.  The  exercise  price  for the  Shares
purchasable  under ISOs granted pursuant to the 1997 Plan shall not be less than
100%, or, in the case of an ISO granted to a Ten Percent  Shareholder,  110%, of
the fair market value per share of the Shares  subject to the ISO under the plan
at the Date of Grant, as determined by the Board. Under the 1997 Plan, the Board
shall have absolute  discretion in determining the period during which, the rate
at which,  and the terms and  conditions  upon which any option  granted  may be
exercised.  Except as set forth in the 1997 Plan,  ISOs shall terminate upon the
date of voluntary or  involuntary  termination  of employment  regardless of the
expiration  date  specified in such ISO. No option granted under the Plan may be
sold,  pledged,  assigned or transferred in any manner except to the extent that
options may be exercised by an executor or  administrator  upon the death of the
holder.

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


                                       20

<PAGE>
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10 -- STOCK OPTIONS AND WARRANTS (continued)

     Non-ISO's issued and outstanding at September 30, 1998 are as follows:

                                         Shares    Exercise  Price    Expiration
                                        Issuable      Per Share          Date
                                         -------      --------         --------
Non ISO's Issued to

President and CEO in October 1997        300,000         (a)            9/2007
Non ISO's Issued to

Directors in October 1997                145,000         (b)             (b)
Non ISO's issued to former Director
and employee                             230,000        $2.25           9/2002
                                         -------
Total                                    675,000
                                         =======

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

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

     ISO's issued and outstanding at September 30, 1998 are as follows:

                                     Shares      Exercise Price     Expiration
                                    Issuable        Per Share          Date
                                     -------        --------         --------
ISO's issued to President

& CEO in October 1997                200,000        $1.453125           (c)
ISO's issued to Secretary,

Executive VP and CFO                 100,000        $2.109375         12/2002
ISO's issued to Vice

President of Operations               50,000           (d)            1/2003
                                     -------
    Total                            350,000
                                     =======

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

     (d) The  exercise  price  equals the mean  between  the closing bid and the
closing  asked prices for the  Company's  common  stock in the  over-the-counter
market on February 19, 1998.

     On July 31, 1998,  the Board of Directors  approved the issuance to certain
key  employees  options  to  purchase  an  aggregate  of  100,000  shares of the
Company's  common stock at an exercise price of $.75 per share. At September 30,
1998,  options to purchase 55,000 shares were available for grant under the 1997
Plan.  The  additional  45,000  shares to be issued are  subject to  shareholder
approval of an increase in the number of shares authorized under the 1997 plan.


                                       21

<PAGE>
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 10 -- STOCK OPTIONS AND WARRANTS (continued)

     Options outstanding are summarized as follows:

                                         Six Months
                                            Ended                  Year Ended
                                     September 30, 1998          March 31, 1998

                                    --------------------        ----------------
Options Outstanding at
  Beginning of Period                     1,025,000                  80,000
Options Granted                                  --               1,548,077(a)
Options Expired                                  --                      --
Options Exercised                                --                (523,077)
Options Transferred                              --                      --
Options Cancelled                                --                 (80,000)
                                       ------------            ------------
Options Outstanding at 
  End of Period                           1,025,000               1,025,000
                                       ============            ============
Exercise Price per Share                 $.62-$2.29              $.62-$2.29
Fair Value of Options Granted                 $1.66                   $1.66

     (a)  945,000 of the  options  granted  during the year ended March 31, 1998
were under the October  30, 1997  Incentive  Stock  Option Plan  approved by the
shareholders  on May 28, 1998 ("1997 Plan") and 80,000  options were granted via
Board of Directors  approval in September  1997. The remaining  603,077  options
granted  during the year ended  March 31, 1998 were  pursuant  to the  unanimous
written consent of the Board of Directors on September 29, 1997.

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

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

WARRANTS

     As  of  September  30,  1998,  there  are  five-year  warrants  outstanding
exercisable  to  purchase  500,000  shares of Common  Stock that were  issued in
connection with a lending transaction as discussed more fully in Note 5(B)(2).

     As  of  September  30,  1998,  there  were  Class  B  Warrants  outstanding
exercisable to purchase an aggregate 27,750 shares of the Company's common stock
at an exercise  price of $1.20 per share and Class A warrants that expire on May
12, 1999 to purchase 570,415 shares of the Company's Common Stock at an exercise
price of $2.25 per share.

NOTE 11 -- OPERATING LEASE

     On December 8, 1997, the Company  entered into a five year operating  lease
expiring  December  31, 2002 for 1,500  square feet of office space in Melville,
Long Island,  New York.  Minimum  future rental  payments  under this  operating
lease,  including  electric is $35,735 per annum.  NOTE 12 -- BUSINESS  PLAN AND
LIQUIDITY

NOTE 12--BUSINESS PLAN AND LIQUIDITY

     The Company's wholly owned  subsidiary,  PCN, is currently seeking to raise
funds, which may include the issuance of equity  securities,  necessary to build
out a wireless  communications  network,  thus  utilizing  the Company's six PCS
licenses  in  Vermont,  Maine and a portion of upstate  New York,  with  certain
overlap in  Pennsylvania  and New  Hampshire.  On October 21, 1998,  the Company
received a commitment  for a $16 million term loan facility from a PCS equipment
vendor.  The  commitment  is subject  to,  among other  conditions,  the Company
obtaining binding commitments for equity  contributions and/or subordinated debt
in the amount of at least $16 million.  The  commitment  expires on December 15,
1998.  There  can be no  assurance  that  the  Company  will be  able to  secure
financing sufficient to cover the cost associated with the system build out, its
operations and the FCC licenses.

                                       22

<PAGE>
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 12--BUSINESS PLAN AND LIQUIDITY (CONTINUED)

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

     In July 1998,  management made the decision to discontinue reselling paging
airtime for Skytel, a nationwide paging carrier,  and focus its sales efforts on
adding direct subscribers and resellers to the Company's 900 MHz Glenayre paging
system. In connection with this decision,  management  entered into a settlement
agreement  effective  July 1, 1998  with  Skytel.  Pursuant  to the terms of the
settlement agreement, the Company paid Skytel approximately $98,000 and tendered
its Skytel customer base and the  corresponding  accounts  receivable to Skytel,
who will assume all future  billing,  collections and customer  service.  Skytel
will apply 25% of all future cash collections from the transferred customer base
against  the  remaining  balance  due to Skytel  after  payments  made under the
Settlement Agreement.  Once the balance due to Skytel of approximately  $194,000
(after applying the $98,000 payment discussed above) has reached $75,000, Skytel
will  release the  Company  from any further  obligations  under the  Settlement
Agreement. As of September 30, 1998, the balance due to Skytel was approximately
$130,000.

     On March 16, 1998,  TCI,  the  Company's  wholly  owned paging  subsidiary,
entered  into a  Management  Service  Agreement  with Paging  Source of New York
("PSNY").  Under  this  Agreement,  PSNY was to,  among  other  things,  perform
billing,  customer service and other management services for a monthly fee. As a
result of PSNY's subsequent  breach of this Agreement,  TCI has internalized the
management of paging operations.  In response to this, TCI purchased new billing
software,  hired a  general  manager,  director  of sales and  several  customer
service  representatives  and  billing  personnel.  Due to ongoing  losses  from
operations,  management is seeking to exit from its paging operations.  This may
involve  the sale of the  paging  customer  base as well as the  sale of  paging
equipment  (see  Note  3) and  the  settlement  of  the  related  capital  lease
obligations (see Note 6).

     The Company's financial statements for the three months ended September 30,
1998 have  been  prepared  on a going  concern  basis,  which  contemplates  the
realization  of assets and  settlement of  liabilities  and  commitments  in the
normal course of business.  The Company has continued to incur net losses with a
net loss of $3,638,129 for the six months ended  September 30, 1998. The Company
had a working  capital  deficiency  of  $3,205,132 at September 30, 1998 and its
cash used by  operations  during the six months  ended  September  30,  1998 was
$1,455,494.  If cash flows from  operations  were assumed to be the same for the
fiscal year 1999 as 1998, the Company would  continue to have a working  capital
deficiency.  Recognizing that the Company must generate additional  resources or
consider modifying operations to enable it to continue operations with available
resources,  management  has retained a public  relations  firm and certain other
independent  consultants  to  assist it in taking  steps to  minimize  this cash
shortfall and to assist it in identifying  entities  interested in its business.
However,  no assurances  can be given that the efforts of the Company or that of
its consultants will be successful in raising additional  capital.  Furthermore,
there can be no assurance,  assuming the Company raises  additional  funds, that
the Company will achieve  profitability or positive cash flow. If the Company is
unable to obtain adequate additional  financing,  the Company may be required to
seek bankruptcy protection from its creditors. NOTE 13 -- CONTINGENT LIABILITIES

NOTE 13--CONTINGENT LIABILITIES

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


                                       23

<PAGE>
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



NOTE 14 -- PENDING LITIGATION

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

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

NOTE 15 -- SUBSEQUENT EVENTS

     (A) As of November 13, 1998,  an  additional .4 shares of the 1997 Series C
Convertible  Preferred  Stock  had been  converted  into  875,213  shares of the
Company's Common Stock.

     (B) In response to a notice  that its common  stock would be delisted  from
trading  on the NASDAQ  Small Cap  Market  due to failure to  maintain a minimum
$1.00 bid price in the over-the-counter market, in September 1998, the Company's
Board of  Directors  approved a 1 for 8 reverse  stock split of its common stock
subject to stockholder approval. A special stockholder meeting was to be held on
October 15, 1998 to consider the proposed  reverse stock split. In October 1998,
the Company announced that the stockholder  meeting date was being postponed and
is now expected to be held  sometime in late  December  1998 or January 1999. In
addition,  because of the relatively low market price for the common stock,  the
Board approved a substantially larger reverse stock split of up to 1 for 40.

     Additionally,  the Company  requested a hearing  with NASDAQ to discuss the
delisting. The hearing was held on October 29, 1998. As of November 13, 1998, no
decision has been rendered by NASDAQ.

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


                                       24


<PAGE>
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 15 -- SUBSEQUENT EVENTS (continued)

paid a placement fee of 11% and a non-accountable expense allowance of 2% of any
offering proceeds received as well as five-year warrants exercisable to purchase
5,000,000  shares of the Company's  Common Stock at an exercise price of 110% of
the  closing  bid price of the  Company's  Common  Stock on the day  immediately
preceding the initial closing.

     The initial  closing  occurred  on  November 6, 1998  pursuant to which 500
shares of the Series D  Preferred  Stock were  issued for  $500,000 of which the
Company  received  proceeds of $48,500 after deducting fees and expenses and the
repayment of a $374,000  advance  received on October 28, 1998.  The advance was
personally guaranteed by the Company's President & CEO. In consideration for the
personal guarantee,  the Company will issue to the President and CEO, subject to
Board of Directors approval, 10 year warrants, with full registration rights, to
purchase  1,000,000 shares of the Company's Common Stock at an exercise price of
$.09375 per share (opening bid price on the date of the guarantee).

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


                                       25

<PAGE>
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES



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

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

OVERVIEW

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

The Company,  through its TCI subsidiary,  currently operates a state of the art
digital 900MHz Glenyre  satellite-based Flex paging system, which covers the New
York  Metropolitan  area and New Jersey. As discussed in Note 12, the Company is
seeking to exit from its paging operations.

RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED  SEPTEMBER  30, 1998 COMPARED TO THREE AND SIX MONTHS
ENDED SEPTEMBER 30, 1997

Total revenues  decreased  $746,034 or 78% for the three months ended  September
30, 1998 compared to the three months ended  September 30, 1997.  Paging and Two
Way  Radio  revenues  decreased  $399,348  or 66%  for  that  same  three  month
comparative  period.  There were no  Commissions  revenues  for the three months
ended  September  30,  1998  compared  to $346,686  for the three  months  ended
September 30, 1997.

Total revenues  decreased  $1,193,414 or 74% for the six months ended  September
30, 1998 compared to the six months ended September 30, 1997. Paging and Two Way
Radio  revenues  decreased  $741,541 or 64% for that same six month  comparative
period.  There were no Commissions  or  Electronics  revenues for the six months
ended September 30, 1998 compared to $442,259 and $9,614, respectively,  for the
six months ended  September  30, 1997.  The Company  attributes  the decrease in
Electronics revenues to its exit from the distribution of consumer  electronics,
which was  conducted  at the  Company's  wholly owned  subsidiary,  FTD. FTD was
engaged  in  the  wholesale   distribution  of  cellular   telephones,   related
accessories and other electronic products.

The Commissions  revenue  decrease for both the three and six month  comparative
periods was due to the Company ceasing  activations of cellular phones which was
primarily due to the loss of the  Company's  Master Agent  Agreement  with NYNEX
Mobile Communications,  Inc. ("NYNEX") and Bell Atlantic Mobile, Communications,
Inc.  ("BAM").  On May  15,  1997,  the  Company  entered  into a  Settlement  &
Separation  Agreement (the "Settlement  Agreement")  whereby the Company severed
its agency  relationship  with NYNEX and BAM with respect to the solicitation of
cellular activations.  The contract with NYNEX and BAM was the Company's largest
source of  commission  income.  As a result  of the  Settlement  Agreement,  the
Company's inability to establish a profitable relationship with another cellular
carrier, a lack of available resources and continuing losses, the Company ceased
cellular phone activations. This resulted in a related decrease in cost of sales
$189,899  and  $275,562  for  the  three  and  six  month  comparative  periods,
respectively.

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


                                       26


<PAGE>
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES



that  were  sent to  various  vendors  of GSM  equipment.  This  redirection  of
resources resulted in a corresponding  decrease in Paging and Two Way Radio cost
of sales of approximately $207,153 or 53% for the three month comparative period
and $382,857 or 52% for the six month comparative period.

Selling,  General and Administrative Expenses ("SGA") for the three months ended
September 30, 1998 was  $1,265,500  compared to $1,820,891  for the three months
ended  September 30, 1997, a decrease of $555,391 or 31%. SGA for the six months
ended  September  30, 1998 was  $2,066,010  compared to  $3,301,290  for the six
months  ended  September  30, 1997, a decrease of  $1,235,280  or 37%.  This was
principally  attributable  to the  Company's  restructuring  and  the  resulting
significant  reduction  in sales and  marketing  personnel,  somewhat  offset by
expenses  incurred due to the Company's  refocusing  of its efforts  towards the
build-out of its PCS licenses and provision of digital wireless services and the
initial  engineering and design of the proposed PCS network.  Additionally,  SGA
for the three months ended September 30, 1998 increased $464,990 or 58% compared
to the three months ended June 30, 1998  principally due to the  amortization of
the  prepaid  marketing  service  contract  as  discussed  in  Note 4 as well as
increased engineering and design costs associated with proposed build-out of the
PCS network.

Interest  expense was $816,791 for the three  months  ended  September  30, 1998
compared  to  $1,519,266  for the three  months  ended  September  30,  1997 and
$1,655,591  for the six months ended  September  30, 1998 compared to $1,613,529
for the six months ended  September 30, 1997.  The increase in interest  expense
for the three month comparative period is primarily  attributable to the private
placement of the 8% convertible debentures on August 7, 1997 which resulted in a
non-cash  finance  charge  of  approximately  $1.4  million.  For the six  month
comparative  period,  total  interest  expense was  virtually  unchanged  as the
approximate  $1.4 million  non-cash  finance  charge for the six month period in
1997  is  somewhat  offset  by the  amortization  of  deferred  finance  charges
associated  with the $500,000 10%  promissory  notes (see Note  5(B)(2)) and the
Company's  Series C  Preferred  Stock  (see Note 8) for the six month  period in
1998.

Net Loss for the three months ended  September 30, 1998 was $2,049,413  compared
to $3,352,979  for the three months ended  September 30, 1997 and $3,638,129 for
the six months  ended  September  30, 1998  compared to  $4,722,545  for the six
months ended September 30, 1997.

LIQUIDITY AND CAPITAL RESOURCES

Since its formation  through  September  30, 1998,  the Company has financed its
operations  and met its capital  requirements  primarily  through the use of its
cash flow from capital investments,  including the issuance of convertible notes
and debentures and convertible preferred stock.

The Company  incurred net losses of $3,638,129 and $4,722,545 for the six months
ended  September  30,  1998  and  the  six  months  ended  September  30,  1997,
respectively.  The  Company  attributes  the  decrease  principally  due  to the
decrease in SGA as discussed above in the Results of Operations section.

The Company had a working  capital  deficiency of $3,205,132 as of September 30,
1998.

Net cash used in operating  activities for the three months ended  September 30,
1998 was $887,202  compared to $1,272,622  for the three months ended  September
30, 1997 and $1,455,494 for the six months ended  September 30, 1998 compared to
$1,684,726 for the six months ended September 30, 1997.

Net cash used in investing  activities for the three months ended  September 30,
1998 was $16,902  compared to $593,112 for the three months ended  September 30,
1997 and  $49,589  for the six months  ended  September  30,  1998  compared  to
$1,053,028 for the six months ended September 30, 1997.

Net cash used by financing  activities for the three months ended  September 30,
1998 was  $45,712  compared  to net cash  provided by  financing  activities  of
$1,970,012  for the three months  ended  September  30,  1997.  Net cash used by
financing  activities  for the six months ended  September 30, 1998 was $124,848
compared to net cash provided by financing  activities  for the six months ended
September 30, 1997 of $2,816,859.

                                       27

<PAGE>
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES



The Company's financial statements for the three months ended September 30, 1998
have been prepared on a going concern basis,  which contemplates the realization
of assets and settlement of liabilities  and commitments in the normal course of
business.  The  Company  has  continued  to incur net losses  with a net loss of
$3,638,129  for the six months  ended  September  30,  1998.  The  Company had a
working capital  deficiency of $3,205,132 at September 30,1998 and its cash used
by operations  during the six months ended  September 30, 1998 was $887,202.  If
cash flows from  operations were assumed to be the same for the fiscal year 1999
as 1998,  the  Company  would  continue  to have a working  capital  deficiency.
Recognizing  that the Company  must  generate  additional  resources or consider
modifying  operations  to  enable  it  to  continue  operations  with  available
resources,  management  has retained a public  relations  firm and certain other
independent  consultants  to  assist it in taking  steps to  minimize  this cash
shortfall and to assist it in identifying  entities  interested in its business.
However,  no assurances  can be given that the efforts of the Company or that of
its consultants will be successful in raising additional  capital.  Furthermore,
there can be no assurance,  assuming the Company raises  additional  funds, that
the Company will achieve  profitability or positive cash flow. If the Company is
unable to obtain adequate additional  financing,  the Company may be required to
seek  bankruptcy  protection  from its creditors.  

YEAR 2000 ISSUE 

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

 FORWARD LOOKING STATEMENTS

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


                                       28

<PAGE>

                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES






                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings

         The Company incorporates herein the information set forth in Note 14 to
the Financial Statements of this report.

Item 2.  Changes in Securities and Use of Proceeds

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         See Item 4 of the  Company's  Annual  Report on Form 10KSB for the year
ended March 31, 1998

Item 5.  Other Information

         None

Item 6.  Exhibit and Reports on Form 8-K

         None


                                       29



<PAGE>
                        NORTHEAST DIGITAL NETWORKS, INC.

          (FORMERLY ELECTRONICS COMMUNICATIONS CORP.) AND SUBSIDIARIES





                                   SIGNATURES

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

DATED: November 19, 1998            NORTHEAST DIGITAL NETWORKS, INC.
                                    (formerly ELECTRONICS COMMUNICATIONS CORP.)



             By: /s/ Joseph A. Rosio

             ------------------------------------
             Joseph A. Rosio, President, Principal Executive Officer

             By: /s/ Christopher J. Garcia

             ------------------------------------
             Christopher J. Garcia, Treasurer, Principal Financial 
             and Accounting Officer


                                       30


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