<PAGE>



                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

                                   FORM 10-QSB/A-1

                  Quarterly Report Pursuant to Section 13 or 15 (d)
                        of the Securities Exchange Act of 1934

For the Quarter Ended
   June 30, 1996                                    Commission File No. 1-13764

                           ELECTRONICS COMMUNICATIONS CORP.
                (Exact name of Registrant as specified in its Charter)

    Delaware                                            11-2649088
(State of Incorporation)                    (IRS Employer Identification No.)

10 Plog Road, Fairfield, New Jersey                        07004
(Address of Principal Executive Office)                    (Zip Code)

Registrant's telephone number, including area code:        (201) 808-8862

Former name, former address and former fiscal year, if changed since last
report:

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

              Yes  [ X ]               No  [   ]

As of August 8, 1996, there were 4,876,762 shares of Common Stock, $.05 par
value outstanding.

<PAGE>

                                                                          PAGE 1

                  ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS



                                        ASSETS


<TABLE>
<CAPTION>
                                                                 JUNE 30     DECEMBER 31,
                                                            -------------   -------------
                                                                  1996           1995
                                                                  ----           ----
                                                              (UNAUDITED)
<S>                                                            <C>             <C>
CURRENT ASSETS
 Cash                                                            $925,873         $18,000
 Restricted Cash                                               $1,100,000      $1,100,000
 Accounts Receivable
  (Net of $60,450 and $80,987 Allowance for Doubtful
   Accounts at June 30, 1996 and
   December 31, 1995, respectively.)                            1,654,806       2,204,789
 Inventories                                                      543,818         476,796
 Bid Deposit                                                    1,322,610       1,000,000
 Loan Receivable                                                  106,560         550,000
 Loan Receivable - Stockholder                                     81,034       -
 Prepaid Expenses                                                  73,447          78,849
                                                            -------------   -------------

                    TOTAL CURRENT ASSETS                        5,808,148       5,428,434
                                                            -------------   -------------

PROPERTY AND EQUIPMENT
 Property and Equipment                                         1,766,348         335,858
 Accumulated Depreciation                                        (182,015)        (75,544)
                                                            -------------   -------------

               NET PROPERTY AND EQUIPMENT                       1,584,333         260,314
                                                            -------------   -------------

OTHER ASSETS
 Paging Carrier Agreement                                         978,843       -
 Deferred Private Placement Costs                                 507,181         225,787
 Debenture Costs                                                  437,844       -
 Deferred License Costs                                           323,910         293,810
 Security Deposits and Other Assets                               144,040          38,313
 Goodwill                                                          68,497       -
                                                            -------------   -------------

                    TOTAL OTHER ASSETS                          2,460,315         557,910
                                                            -------------   -------------

                         TOTAL ASSETS                          $9,852,796      $6,246,658
                                                            -------------   -------------
                                                            -------------   -------------
</TABLE>



                   See Notes to Consolidated Financial Statements.

<PAGE>


                                                                          PAGE 2

                  ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS


                        LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                            JUNE 30,        DECEMBER 31,
                                                                         -------------     -------------
                                                                              1996              1995
                                                                              ----               ----
                                                                            (UNAUDITED)
<S>                                                                        <C>              <C>
CURRENT LIABILITIES
 Accounts Payable                                                             $952,446        $1,783,344
 Notes Payable - Other                                                         489,000            28,000
 Notes Payable - Bank                                                        1,145,000         1,225,000
 Notes Payable - Stockholders                                                   18,077           252,007
 Current Portion of Obligations Under Capital Leases                            77,170            50,244
 Private Placement Advance                                                   -                   116,223
 Accrued Expenses                                                              471,993           248,764
 Customer Deposits                                                              38,742         -
                                                                         -------------     -------------

               TOTAL CURRENT LIABILITIES                                     3,192,428         3,703,582
                                                                         -------------     -------------

LONG TERM LIABILITIES
 Notes Payable - Debentures                                                  2,315,000        -
 Obligations under Capital Leases                                              375,281            78,801
                                                                         -------------     -------------

             TOTAL LONG TERM LIABILITIES                                     2,690,281            78,801
                                                                         -------------     -------------

Minority Interest                                                              470,736        -

STOCKHOLDERS' EQUITY
 Common Stock, par value $.05 per share, 40,000,000
  authorized, issued and outstanding 4,169,039
  at June 30, 1996 and 3,003,697 at December, 31 1995.                         208,453           150,186
 Additional Paid-In Capital                                                  6,960,097         5,320,629
 Retained (Deficit)                                                         (3,643,498)       (2,947,539)
 Notes Receivable arising from Common Stock Purchase Warrants Sold             (25,701)          (59,001)
                                                                         -------------     -------------

              TOTAL STOCKHOLDERS' EQUITY                                     3,499,351         2,464,275
                                                                         -------------     -------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $9,852,796        $6,246,658
                                                                         -------------     -------------

</TABLE>


                   See Notes to Consolidated Financial Statements.

<PAGE>
                                                                          PAGE 3

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

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED             SIX MONTHS ENDED
                                             JUNE 30,       JUNE 30,       JUNE 30,        JUNE 30,
                                           ---------------------------   ---------------------------
                                              1996           1995           1996           1995
                                              ----           ----           ----           ----
<S>                                        <C>              <C>          <C>            <C>
SALES
 Electronics                                $1,230,268       $818,820     $2,213,996     $1,725,646
 Commissions                                 1,036,169        708,125      2,315,967      1,404,063
                                         -------------  -------------  -------------  -------------

                              TOTAL SALES    2,266,437      1,526,945      4,529,963      3,129,709
                                         -------------  -------------  -------------  -------------

COST OF SALES
 Electronics                                   971,918        613,992      1,799,734      1,356,657
 Commissions                                   808,962        540,777      1,698,397      1,107,708
                                         -------------  -------------  -------------  -------------

                      TOTAL COST OF SALES    1,780,880      1,154,769      3,498,131      2,464,365
                                         -------------  -------------  -------------  -------------

                             GROSS PROFIT      485,557        372,176      1,031,832        665,344
                                         -------------  -------------  -------------  -------------

EXPENSES
 Selling                                       380,566        125,354        514,694        231,423
 General and Administrative                    685,111        207,609      1,072,239        384,394
                                         -------------  -------------  -------------  -------------

                           TOTAL EXPENSES    1,065,677        332,963      1,586,933        615,817
                                         -------------  -------------  -------------  -------------

OPERATING INCOME (LOSS) BEFORE OTHER
EXPENSES AND INCOME TAXES                     (580,120)        39,213       (555,101)        49,527
                                         -------------  -------------  -------------  -------------

OTHER EXPENSES
 Interest Expense - Net                         43,327         12,580         67,089         36,886
 Settlement of Potential Litigation              -               -            73,769           - 
 Amortization of Bridge Financing Costs          -            213,958           -           606,943
                                         -------------  -------------  -------------  -------------

                     TOTAL OTHER EXPENSES       43,327        226,538        140,858        643,829
                                         -------------  -------------  -------------  -------------

NET LOSS BEFORE INCOME TAXES                  (623,447)      (187,325)      (695,959)      (594,302)
 Income Taxes                                    -               -              -              -
                                         -------------  -------------  -------------  -------------

NET LOSS                                      (623,447)      (187,325)      (695,959)      (594,302)
RETAINED (DEFICIT), BEGINNING OF PERIOD     (3,020,051)      (725,557)    (2,947,539)      (318,580)
                                         -------------  -------------  -------------  -------------

RETAINED (DEFICIT), END OF PERIOD          ($3,643,498)     ($912,882)   ($3,643,498)     ($912,882)
                                         -------------  -------------  -------------  -------------
                                         -------------  -------------  -------------  -------------

LOSS PER COMMON SHARE
 PRIMARY                                         (0.19)         (0.06)         (0.21)         (0.18)
 FULLY DILUTED                                   (0.62)         (0.15)         (0.60)         (0.07)

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (NOTE 11)
 PRIMARY                                     3,345,397      3,345,397      3,345,397      3,345,397
 FULLY DILUTED                               4,888,730      4,888,730      4,888,730      4,888,730
                                         -------------  -------------  -------------  -------------
                                         -------------  -------------  -------------  -------------
</TABLE>

                   See Notes to Consolidated Financial Statements.
<PAGE>


                                                                          PAGE 4

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


                                                           SIX MONTHS ENDED
                                                        JUNE 30,       JUNE 30,
                                                      --------------------------
                                                           1996            1995
                                                           ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                            ($695,959)      ($594,302)
                                                                   
  Adjustments to Reconcile Net Loss to                             
  Net Cash Used By Operations:                                     
  Issue of Common Stock For Marketing Agreement         187,500    
  Depreciation and Amortization                          21,881         625,921
  Non-Cash Settlement of Potential Litigation            73,762    
  Changes in:                                                      
    Accounts Receivable                                 293,636         134,345
    Inventories                                           4,208        (263,360)
    Prepayments                                          17,065         (44,697)
    Accounts Payable                                 (1,123,540)       (797,652)
    Accrued Expenses and Taxes Payable                  222,325          14,588
    Customer Deposits                                    38,742          (5,328)
 Changes in assets and liabilities net of effects                  
 from purchase of Threshold Communications, Inc.                   
    Accounts Receivable                                 256,347           -
    Inventory                                           (71,230)          -
    Prepaid Expenses                                    (11,663)          -
    Accounts Payable                                    292,642           -
    Accrued Expenses and Taxes Payable                      904           -
    TOTAL ADJUSTMENTS                                   202,579        (336,183)
                                                     ----------       ---------
NET CASH USED BY                                                   
OPERATING ACTIVITIES                                   (493,380)       (930,485)
                                                     ----------       ---------
CASH FLOWS FROM INVESTING                                          
ACTIVITIES                                                         
  Stockholder Loans Receivable                          (81,034)          -
  Notes Receivable arising from Common Stock                       
   Purchase Warrants                                     33,300           -
  Deferred Private Placement Costs                     (281,394)          -
  Deferred License Costs                                (30,100)          -
  Additions to Property and Equipment                  (221,545)       (315,994)
  Bid Deposit                                          (322,610)          -
  Payment for purchase of Threshold Communications,                
   Inc. net of cash acquired                           (180,556)          -
  Other Assets                                          (82,149)       (107,956)
                                                     ----------       ---------
NET CASH USED BY INVESTING                                         
ACTIVITIES                                           (1,166,088)       (423,950)
                                                     ----------       ---------
CASH FLOWS FROM FINANCING                                          
ACTIVITIES                                                         
  Payments of Shareholder Loans                        (243,071)          7,276
  Proceeds of Other Loans                               111,000         (45,000)
  Payments of Bridge Loans                                -            (800,000)
  Payments of Bank Loans                                (80,000)        (90,000)
  Net Proceeds from Debentures                        2,277,156         100,000
  Principal Payments under Capital Lease Obligation     (28,994)          -
  Sale of Common Stock                                  531,250       3,869,937
                                                     ----------       ---------
NET CASH PROVIDED BY FINANCING                                     
ACTIVITIES                                            2,567,341       3,042,213
                                                     ----------       ---------
NET INCREASE IN CASH                                    907,873       1,687,778
CASH, BEGINNING OF PERIODS                               18,000         136,203
                                                     ----------       ---------
CASH, END OF PERIODS                                   $925,873      $1,823,981
                                                     ----------      ----------
                                                     ----------      ----------

                   See Notes to Consolidated Financial Statements.

<PAGE>

                                                                          PAGE 5

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

                                                             SIX MONTHS ENDED
                                                           JUNE 30,    JUNE 30,
                                                           --------------------
                                                               1996        1995
                                                               ----        ----

SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS
 CASH PAID DURING THE YEAR FOR :
  Interest                                                  $67,089     $36,886

SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
  Property Acquired Under Capital Leases                  ($352,400)        -



                   See Notes to Consolidated Financial Statements.

<PAGE>


                                                                          PAGE 6

                   ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    (A) BUSINESS ACTIVITY AND BASIS OF PRESENTATION

    On February 1, 1994, Electronics Communications Corp. (the "Company")
    changed its name from Genetic Breeding, Inc. to Internow Affiliates, Inc.
    and then to Electronics Communications Corp. Effective on January 1, 1994,
    the Company acquired Free Trade Distributors, Inc. (which engages in the
    wholesale distribution of cellular telephones and related accessories and
    electronic automobile and office products) and Trade Zone Distributors,
    Inc. (which engages in the activation of cellular radio subscribers for
    commissions, both serving the New York Metropolitan Area) in a business
    combination accounted for as a reverse acquisition (the "Acquisition").
    Accordingly, the historical financial statements of Free Trade
    Distributors, Inc. and Trade Zone Distributors, Inc. (the "Operating
    Entities" or "Acquirers") are included in the consolidated statements of
    operations for the periods prior to the Acquisition. The assets acquired
    and the liabilities assumed were recorded at cost. Historical Stockholders'
    Equity of the Operating Entities has been retroactively restated, as set
    forth in Note 2, in that the number of shares of common stock received in
    the Acquisition, after adjustment of the par value of the Company's and the
    Acquirers' common stock with an offset to additional paid-in capital.
    Retained earnings (deficiency) of the Acquirers were carried forward.

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

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

    On June 28, 1996, the Company acquired 51% if Threshold Communications,
    Inc. (which engages in the business of providing radio paging services in
    the New York Metropolitan Area.)

    On March 22, 1996, Threshold Communications, Inc. ("TCI") acquired
    substantially all of the assets and assumed certain liabilities of General
    Communications and Electronics, Inc. ("GCE").  TCI also acquired as part of
    this transaction 56 2/3% of the outstanding stock of General Towers   of
    America, Inc. (which engages in the business of providing two way radio
    services in the New York Metropolitan Area).  TCI and its subsidiary
    General Towers of America, Inc. ("GTA") are treated as subsidiaries of the
    company.

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


<PAGE>

                                                                          PAGE 7

                   ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

    (A) BUSINESS ACTIVITY AND BASIS OF PRESENTATION - (CONTINUED)

    of the results that may be expected for the year ended December 31, 1996.
    The unaided consolidated financial statements should be read in conjunction
    with the consolidated financial statements and footnotes thereto included
    in the Company's annual report on form 10-KSB for the year ended December
    31, 1995.

    (B) PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the accounts of Electronics
    Communications Corp., subsequent to the Acquisition, and its wholly-owned
    subsidiaries, Free Trade Distributors, Inc., Trade Zone Distributors, Inc.
    (Trade Zone Distributors, Inc. has a wholly owned subsidiary, Trade Zone
    Distributors, II, Inc. which is an inactive, non-operating entity),
    Electrocomm Wireless, Inc.,  Personal Communications Network, Inc. and its
    majority owned subsidiary of Threshold Communications, Inc. and TCI's
    majority owned subsidiary General Towers of America, Inc.   All significant
    intercompany accounts and transactions have been eliminated in
    consolidation.

    (C) PROPERTY AND EQUIPMENT

    Property and equipment are recorded at cost. Depreciation is provided using
    accelerated methods over the estimated useful lives of the respective
    assets (5 to 7 years). Depreciation expense charged to operations for the
    six months ended June 30, 1996 and 1995 was $21,881 and $18,978,
    respectively. 

    (D) INVENTORIES

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

    (E) REVENUE RECOGNITION

    It is the Company's policy to categorize revenue into either sales from
    electronic goods,  commissions for fees earned on sales of cellular radio
    service contracts, or sales from its radio paging and two way radio
    services.  Sales from electronic goods includes but is not limited to
    cellular phones and related accessories and other electronic automobile and
    office products. Revenue from the above mentioned products are recognized
    when they are shipped. Revenues from sales of electronic goods represented
    57% of the Companies total revenue in 1995. Commissions are inclusive of
    fees earned for the sale of cellular radio service contracts and residuals
    received on those contracts. Revenues and related commissions from the sale
    of the service contracts are recognized at the point of activation.
    Revenues from residuals are realized when approved by the cellular radio
    service supplier and are paid on customer usage for a maximum of three
    years. Commission revenue represented 43% of the Company's total revenue in
    1995. The Company establishes a reserve of 3.5%  for charge-backs on
    customers that prematurely terminate cellular service. In addition to the
    commissions paid by the cellular radio supplier, the Company receives
    co-op fees. Co-op fees are reimbursements of expenditures that are
    approved by the cellular radio supplier for advertising and promotion
    in connection with the sale of cellular radio contracts.  Revenues from
    radio paging and two way radio services are recognized in the beginning
    of the month for which they are invoiced.


<PAGE>

                                                                          PAGE 8

                   ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

    (F) CONCENTRATION OF CREDIT RISK

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

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

    (G) USE OF ESTIMATES

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

NOTE 2 - ACQUISITION, RECAPITALIZATION AND PUBLIC OFFERING

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

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

<PAGE>


                                                                          PAGE 9

                   ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

    the over-allotment option to purchase an additional 300,000 warrants. All
    references in the financial statements to average number of shares
    outstanding, per share amounts and stock option plan data have been
    restated to reflect the reverse common stock split.

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

    (D) On March 21, 1996, the Company entered into a letter of intent with an
    investment banking firm (the "Placement Agent"). Pursuant to which the
    Company will offer $6,000,000 principal amount of the Company's
    Subordinated Convertible Debenture (the "Debenture"). The principle amount
    of the Debentures shall be convertible into shares of the Company's common
    stock at the option of the holder, immediately upon issuance, at a price
    equivalent to 25% discount from the average high closing bid price for five
    days prior to the conversion or $1.50, whichever is less. The Debenture
    bears interest at the rate of 5% per annum payable on April 1  of each year
    commencing April 1, 1997. The Debentures are redeemable and callable for
    conversion under certain circumstances and are due April 1, 2002.  The
    Company has advanced to the Placement Agent a placement fee equal to 10% of
    the gross proceeds, a 2% non-accountable expense allowance and to issue
    200,000 Warrants to purchases the Company's common stock at $2.25 per
    share. The Company intends to use the proceeds of this offering to increase
    its deposit in the PCS auction, build out its paging system and general
    working capital purposes. On June 25, 1996 $400,000 was converted into
    266,667 shares of Common Stock in accordance with the Debenture.

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

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

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


<PAGE>


                                                                         PAGE 10

                   ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

    The following unaudited pro forma combined results of operations for the
    six months ended June 30, 1996 accounts for the acquisition as if it had
    occurred on January 1, 1996. The pro forma results give effect to the
    amortization of goodwill.

                UNAUDITED PRO FORMA COMBINED RESULTS OF OPERATIONS

                                                 Six Months Ended
                                                   June 30, 1996
                                                 ----------------
               Sales                                  $5,665,327
               Net Earnings                             (846,943)
               Net Earnings Per Common  Share              ($.25)

NOTE 3 - ACCOUNTS RECEIVABLE

    Accounts Receivable consist of amounts due for sales of electronic goods,
    commissions due from major cellular radio suppliers and from sales of radio
    paging and two way radio service. Components of Accounts Receivable are
    $1,132,851 for the sale of electronic goods, $282,697 for commissions,
    and $299,708 for the sale of radio paging and two way radio service at June
    30, 1996 and $1,503,303, $782,473 and $ -0- at December 31, 1995.

NOTE 4 - OTHER ASSETS

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

    (B) Deferred License Costs consists of various legal, consulting and
    registration fees in connection with obtaining paging licenses, two-way
    radio licenses and personal communication service licensing.  Any interest
    cost associated with obtaining these licenses will be capitalized.  The
    licenses when put into service will be amortized over a fifteen year
    period.

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

NOTE 5 - LOAN RECEIVABLE

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

    On March 22, 1996, TCI has entered into an agreement to acquire
    approximately 6,000 paging service subscribers and other related assets.
    The Company has advanced and additional $175,000 in cash and $389,000 in
    Common Stock to TCI and has guaranteed certain obligations in the amount of
    $739,000 for TCI.


<PAGE>

                                                                         PAGE 11

                   ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - LOAN RECEIVABLE - (CONTINUED)

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

    On June 28, 1996, TCI satisfied its indebtedness to the Company as
    described by the transaction in Note 2G.

    On June 30, 1996 the loan receivable consists solely of a note due from one
    of the Company's consultants.  This note is due December 31, 1996 and bears
    an interest rate of 8% payable on demand.

NOTE 6 - BID DEPOSIT

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

NOTE 7 - NOTES PAYABLE

    Notes Payable consist of the following:

    (A) Notes Payable-Other in the amount of $28,000 at December 31, 1995, and
    $5,000 at June 30, 1996 with interest at 10%, are payable on demand.
    Payment of the notes are personally guaranteed by certain officers and
    stockholders, and secured by a pledge of their personal property.

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

    In connection with TCI's acquisition of GCE, the Company assumed a $350,000
    non-interest bearing note payable to a corporation owned by a shareholder
    of the Company.

    (B) Notes Payable-Bridge Financing consisted of an aggregate of $800,000,
    12% promissory notes, with principal and interest due on the earlier of the
    closing of the Public Offering or November 1,


<PAGE>


                                                                         PAGE 12

                   ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - NOTES PAYABLE - (CONTINUED)

    1995. Payment of the notes were secured by a security interest in the 
    Company's accounts receivable, a pledge of the shares of Common Stock of the
    Company owned by its officers,directors and certain stockholders, and was 
    guaranteed by the Company's President. In connection with the bridge 
    financing the Company issued to the investors an aggregate of 240,000 shares
    of Series A Preferred Stock (the "Preferred Stock") and 480,000 Series A 
    Preferred Stock Purchase Warrants (the "Preferred Warrants") with a Fair 
    Value of $511,500. Each Bridge investor exchanged their their Preferred 
    Stock and Preferred Warrants into an identical number of shares of Common 
    Stock and Class A Redeemable Common Stock Purchase Warrants on the effective
    date of the Offering. These notes were paid on May 19, 1995.

    (C) On April 18, 1995, the Company entered into a financing agreement with
    a bank in the amount of $100,000. This loan is personally guaranteed by the
    Company's President, cross corporate guaranteed by Free Trade and secured
    by the Company's inventory. Interest is payable monthly at the rate of 1.5%
    per annum in excess of the bank's fluctuating prime lending rate. As of the
    date hereof, the interest rate was 10.5%. The loan becomes due and payable
    on April 18, 1996. At June 30, 1996 the balance on this loan was $45,000.
    This note was temporally extended by the bank.  On June 17, 1996 the bank
    extended the due date until April 17, 1997.

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

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

NOTE 8 - CAPITAL LEASE

    Capital Leases include $163,834 for equipment. Minimum future lease
    payments under capital leases as of June 30, 1996 for each of the next five
    years and in the aggregate are:

          1996                                           $99,247
          1997                                           149,806
          1998                                           132,448
          1999                                           130,870
          2000                                           114,122
                                                        ----------
          Total Minimum Lease Payments                   624,493
          Less: Amount Representing Interest            (174,042)
                                                        ----------
          Present Value of Net
          Minimum Lease Payments                         452,451
          Less: Current Maturities
          included in Current Liabilities                (77,170)
                                                       ----------
          Long Term Obligations Under
          Capital Leases                                $375,281
                                                       ----------
                                                       ----------

<PAGE>

                                                                         PAGE 13

                   ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - CAPITAL LEASE  - (Continued)

    The interest rates on the capitalized leases rage from 10% to 29.17% and
    are imputed based on the lower of the Company's incremental borrowing rate
    at the inception of each lease or the lessors implicit rate of return.

NOTE 9 - NOTES PAYABLE-STOCKHOLDERS

    Notes Payable-Stockholders are unsecured and payable on demand with
    interest at rates from 7.5% to 10.65% per annum on the outstanding
    principal at June 30, 1996 and December 31, 1995.

NOTE 10 - OTHER ADVERTISING AND PROMOTIONAL SERVICES

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

NOTE 11 - EARNINGS PER COMMON SHARE

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

NOTE 12 - CONVERTIBLE PREFERRED STOCK

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

NOTE 13 - WARRANTS TO PURCHASE COMMON STOCK

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

NOTE 14 - INCOME TAXES

    The Company adopted the liability method of accounting for income taxes, as
    set forth in Statement of Financial Accounting Standards No. 109,
    "Accounting for Income Taxes." Under the liability method, deferred taxes
    are determined based on the differences between the financial statement and
    tax basis of assets and liabilities at enacted tax rates in effect in the
    years in which the differences are expected to reverse. The Company has net
    operating loss carryforwards that it does not expect to utilize pursuant
    to the Internal Revenue Regulations.


<PAGE>

                                                                         PAGE 14

                   ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - CONTINGENT LIABILITIES

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

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

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

    (D) On May 17, 1995, the Company entered into an employment agreement with
    Mr. Les Winder, which was amended on October 1, 1995. The term of the 
    agreement is for five years with an option for additional one year terms. 
    The agreement provides for annual compensation of $137,500 during the term 
    of the employment agreement and entitles Mr. Winder to certain fringe 
    benefits, including automobile maintenance, disability insurance, medical 
    benefits and life insurance coverage. Mr. Winder has agreed that during the 
    term of his agreement and for 6 months thereafter (unless the agreement is 
    terminated without cause), he will be subject to non-competition provisions.
    Upon termination of employment without cause, Mr. Winder will be entitled to
    a lump sum payment of $50,000 multiplied by the number of years of his 
    employment by the Company
    
NOTE 16 - MAJOR SUPPLIERS

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

NOTE 17 - OPERATING LEASE

    In early 1994, the Company leased office and warehouse space under an
    operating lease agreement on a month to month basis. The rental expense for
    the period ended June 30, 1996 and June 30, 1995 was $76,657 and $29,798
    respectively.

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

    On May 15, 1996, the Company entered into a five year operating lease
    expiring May 31, 2001 for a 14,000 square foot warehouse and office
    facility.

<PAGE>

                                                                         PAGE 15

                   ELECTRONICS COMMUNICATION CORP, AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 - OPERATING LEASE - (CONTINUED)

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

1996                                                   $  85,443
1997                                                     170,888
1998                                                     170,888
1999                                                     135,888
2000                                                     110,888
                                                        ---------
Total Minimum Future
Rental Payments                                         $673,995
                                                        ---------
                                                        ---------

NOTE 18 - AMENDMENT TO CERTIFICATE OF INCORPORATION

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

NOTE 19 - STOCK OPTION PLAN

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

NOTE 20 - PENDING LITIGATION

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

NOTE 21 - CORRECTION OF AN ERROR

    The accompanying financial statements have been restated to give effect to 
    adjustments arising from the issuance of 34,715 shares to avoid potential 
    litigation as described in Note 2C.  The effect of the restatement was to 
    increase Net Income for the three months ended June 30, 1996 by

<PAGE>

                                                                         PAGE 16

                   ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 21 - CORRECTION OF AN ERROR - (CONTINUED)

    $73,769 ($.02 per share.)  There was no effect to the Net Income for the
    six months ended June 30, 1996.  The transaction was originally recorded in
    the three months ended June 30, 1996, the restatement gives effect to the
    transaction being properly recorded in the three months ended March 31,
    1996.


<PAGE>


                                      SIGNATURES

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

Dated:   January 22, 1997

                             ELECTRONICS COMMUNICATIONS CORP.

                             By:  /s/ William S. Taylor
                                  --------------------------------
                                   William S. Taylor