UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10QSB

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

For the quarterly period ended:               September 30, 1999
                               -------------------------------------------------

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

For the transition period from ____________________________ to _________________

Commission File Number: 333-41007
                        --------------------------------------------------------

                         East/West Communications, Inc.
                         ------------------------------
             (exact name of registrant as specified in its charter)

     Delaware                                          13-3964837
     --------                                          ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

350 Stuyvesant Avenue, New York, New York               10580
-----------------------------------------               -----
(Address of principle executive offices)             (Zip Code)

                                 (914) 921-6300
                                 --------------
              (Registrant's telephone number, including area code)


Check  whether the issuer (1) has filed all reports to be filed by section 13 or
15(d) of the Exchange Act during the past 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.(X) Yes( ) No

As of September  30, 1999,  there were  2,215,248  shares of the  Registrant's
Class A Common Stock  outstanding  and  2,224,126  shares of the  Registrant's
Class B Common Stock outstanding.

<PAGE>
                                      INDEX

                         East/West Communications, Inc.


                                                                        Page No.
                                                                        --------

PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements

          Consolidated   Balance   Sheets   as  of                         3
          September 30, 1999 and December 31, 1998

          Consolidated  Statements  of  Operations                         4
          for the three months ended September 30,
          1999 and 1998, for the nine months ended
          September  30,  1999  and  1998  and the
          period from July 26, 1996 (inception) to
          September 30, 1999

          Consolidated  Statements  of Cash  Flows                         5
          for the three months ended September 30,
          1999 and  1998,  the nine  months  ended
          September  30,  1999  and  1998  and the
          period from July 26, 1996 (inception) to
          September 30, 1999

          Statement  of Changes  in  Shareholders'                         6
          Equity for the period from July 26, 1996
          (inception) to December 31, 1998

          Notes to Consolidated Financial Statements                       7

Item 2.   Management's Discussion and Analysis                            19
          of Financial Condition


PART II.  OTHER INFORMATION

Item 2.   Changes in Securities                                           22
Item 6.   Exhibits and Reports on Form 8-K                                22


                                       -2-
<PAGE>
                         EAST/WEST COMMUNICATIONS, INC.

                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                                      September, 30       December 31,
                                                                                         1999                 1998
                                                                                  -------------------   ------------------
Assets                                                                               (Unaudited)               (A)
Current Assets
<S>                                                                             <C>                   <C>
      Cash and cash equivalents                                                 $            113,253  $            61,805
                                                                                  -------------------   ------------------
          Total current assets                                                               113,253               61,805

PCS Licenses                                                                              18,957,721           18,957,721
Capitalized costs                                                                          2,897,358            2,188,626
                                                                                  ===================   ==================
          Total assets                                                          $         21,968,332  $        21,208,152
                                                                                  ===================   ==================

Liabilities and Shareholder's Equity
Current liabilities:
      Accounts payable and accrued expenses                                     $          1,349,471  $         1,250,939
      Loans from shareholders                                                                      0              300,000
      Current portion of loan from FCC                                                       743,580              743,580
                                                                                  -------------------   ------------------
          Total current liabilities                                                        2,093,051            2,294,519

Loan from FCC                                                                             14,422,597           14,422,597
Deferred income taxes                                                                        361,937              444,000

Redeemable preferred stock,  $1,000 par value; 5% cumulative  dividends,  16,000
      shares authorized, 7,800 issued and outstanding (liquidation
      value - $7,800,000)                                                                  4,528,282            4,024,176

Shareholders' equity:
Common stock, Class A, $.0001 par value, 3,600,000 shares authorized
      2,215,248 and 1,772,198 shares issued and outstanding                                      221                  177
Common stock, Class B, $.0001 par value, 16,000,000 shares authorized
      2,224,126 and 1,779,301 shares issued and outstanding                                      222                  178
Additional paid-in capital                                                                 6,116,363            4,949,645
Shareholders' deficit accumulated during development stage                                (5,554,341)          (4,927,140)
                                                                                  -------------------   ------------------
          Total shareholders' equity                                                         562,465               22,860
                                                                                  ===================   ==================
          Total liabilities and shareholders' equity                            $         21,968,332  $        21,208,152
                                                                                  ===================   ==================
</TABLE>

(A)    The Balance  Sheet at December 31, 1998 has been derived from the audited
       financial statements at that date.

                                      -3-
<PAGE>
                         EAST/WEST COMMUNICATIONS, INC.

                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                                   July 26, 1996
                                                                   Three Months Ended      Nine Months Ended      (Inception) to
                                                                      September 30,          September 30,         September 30,
                                                           ----------------------------------------------------------------------
                                                                1999           1998        1999           1998          1999
                                                           ----------------  ----------------  ----------------   ---------------

<S>                                                      <C>                   <C>     <C>                <C>      <C>
Interest income                                          $       3,751         2,532   $     5,617        8,266    $    15,435
Interest expense, including commitment
  and late fees                                                (60,498)            0      (137,706)           0     (3,777,892)
Other expenses                                                 (16,011)       (6,142)      (73,069)     (23,198)      (236,886)
                                                          -------------  ------------  ------------   ----------   ------------
       Loss before income taxes                                (72,758)       (3,610)     (205,158)     (14,932)    (3,999,343)

Income tax benefit (expense)                                    54,063             0        82,063            0       (361,937)
                                                          -------------  ------------  ------------   ----------   ------------
       Net loss                                                (18,695)       (3,610)     (123,095)     (14,932)    (4,361,280)

Dividend requirement on preferred stock                       (168,035)     (159,976)     (504,106)    (474,711)    (1,193,061)
                                                          -------------  ------------  ------------   ----------   ------------

Loss applicable to common shares                         $    (186,730)     (163,586)$    (627,201)    (489,643) $  (5,554,341)
                                                          =============  ============  ============   ==========   ============

Basic and diluted loss per common share                         (0.046)       (0.046)       (0.155)      (0.138)
                                                          =============  ============  ============   ==========

Number of shares used in computation                         4,040,074     3,551,499     4,040,074    3,551,499
                                                          =============  ============  ============   ==========
</TABLE>

                                      -4-
<PAGE>
                         EAST/WEST COMMUNICATIONS, INC.

                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                                     July 26, 1996
                                                                    Three Months Ended       Nine Months Ended       (Inception) to
                                                                       September 30,            September 30,        September 30,
                                                                    ----------------------------------------------------------------
                                                                       1999        1998       1999           1998         1999
                                                                    ----------  ---------   ----------   ------------  -------------

Cash Flows from operating activities:
<S>                                                               <C>           <C>         <C>          <C>         <C>
     Net Loss                                                     $   (18,695)  $  (3,610)  $  (123,095) $ (14,932)  $ (4,361,280)
     Adjustments to reconcile net loss to net
        cash used by operating activities:
        Deferred income tax (benefit) expense                         (54,063)          0       (82,063)         0        361,937
        Changes in operating assets and liabilities:
            Increase in accounts payable and accrued expenses         (57,374)         88        98,533    (41,393)       217,020
        Interest accrued, including commitment fees                  (238,918)          0      (708,732)         0      2,436,041
                                                                   -----------   ---------   -----------  ---------   ------------
Net cash used in operating activities                                (369,050)     (3,522)     (815,357)   (56,325)    (1,346,282)

Cash Flows from investing activities:
     Deposits with FCC                                                      0           0             0          0     (1,895,772)
     Purchase of PCS licenses                                               0           0             0          0     (1,895,772)
                                                                   -----------   ---------   -----------  ---------   ------------
Net cash provided by (used in) investing activities                         0           0             0          0     (3,791,544)

Cash Flows from financing activities:
     Repayment of shareholders' loans                                       0           0      (700,000)         0       (700,000)
     Proceeds from loans from shareholders                                  0           0       400,000          0        700,000
     Proceeds from loans from the limited partner                           0           0             0          0     13,738,502
     Repayment of loans from the limited partner                            0           0             0          0    (10,104,228)
     Capital contributions                                                                                                450,000
     Net proceeds from rights offering                                (63,321)          0     1,166,805          0      1,166,805
                                                                   -----------   ---------   -----------  ---------   ------------
Net Cash provided by (used in) financing activities                   (63,321)          0       866,805          0      5,251,079

(Decrease) Increase in cash and cash equivalents                     (432,371)     (3,522)       51,448    (56,325)       113,253
Cash and cash equivalents, beginning of period                        545,624     201,624        61,805    254,427              0
                                                                   -----------   ---------   -----------  ---------

Cash and cash equivalents, end of period                          $   113,253   $ 198,102   $   113,253  $ 198,102   $    113,253
                                                                   ===========   =========   ===========  =========   ============
</TABLE>

                                      -5-
<PAGE>
                         EAST/WEST COMMUNICATIONS, INC.

                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

             Statement of Changes in Shareholder's Equity (Deficit)

       For the period from July 26, 1996 (inception) to December 31, 1998

<TABLE>
<CAPTION>

                                                                                                   Limited          Total
                                                     Additional                     General        Partners      Shareholder's
                                      Common         Paid in        Accumulated    Partner's        Equity          Equity
                                      Stock          Capital        Deficit          Equity       (Deficit)       (Deficit)
                                   -------------------------------------------------------------------------------------------
Balance at July 26, 1996
<S>                              <C>             <C>            <C>             <C>            <C>             <C>
     (inception)                 $      -        $      -       $      -        $      -       $      -        $      -
Capital contributions                   -               -              -               100,200         99,800         200,000
     Net loss                           -               -              -               (15,785)    (1,562,715)     (1,578,500)
                                   -------------------------------------------------------------------------------------------
Balance at December 31, 1996            -               -              -                84,415     (1,462,915)     (1,378,500)

Capital contributions                   -               -              -               125,250      4,624,750       4,750,000
Issuance of 3,551,499 shares of
     Common Stock, $.0001 par
     value (1,772,198-Class A;
     1,773,301-Class B)                     355       4,949,645     (1,578,500)       (209,665)    (3,161,835)        -
        Net loss                        -               -           (2,575,169)        -              -            (2,575,169)
Preferred dividends                     -               -              (54,266)        -              -               (54,266)
                                   -------------------------------------------------------------------------------------------
Balance at December 31, 1997                355       4,949,645     (4,207,935)        -              -               742,065

        Net loss                        -               -              (84,516)        -              -               (84,516)
Preferred dividends                     -               -             (634,689)        -              -              (634,689)
                                   ===========================================================================================
Balance at December 31, 1998     $          355  $    4,949,645 $   (4,927,140) $      -       $      -        $       22,860
                                   ===========================================================================================
</TABLE>


                                      -6-
<PAGE>
                         EAST/WEST COMMUNCATIONS, INC.
                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                          Notes to Financial Statements
                               September 30, 1999


Note 1     ACCOUNTING POLICIES:

           DESCRIPTION OF BUSINESS:
           East/West  Communications,  Inc. ("the Company") was  incorporated on
           August 13,  1997,  to succeed  to the rights and  obligations  of Aer
           Force Communications B, L.P. ("the Partnership"). The Partnership was
           formed in July  1996,  to bid for  personal  communications  services
           ("PCS") licenses in the Federal  Communications  Commission's ("FCC")
           F-Block auction.  PCS is a second generation digital wireless service
           utilizing  voice,   video  or  data  devices  that  allow  people  to
           communicate  at anytime and virtually  anywhere.  Over the past three
           years,  the FCC auctioned off PCS licenses with a total of 120 MHZ of
           spectrum,  falling  within six separate  frequency  blocks  labeled A
           through F.  Frequency  blocks C and F were  designated  by the FCC as
           "entrepreneurial   blocks."   Certain   qualifying  small  businesses
           including  the  Partnership  were  afforded  bidding  credits  in the
           auctions as well as  government  financing of the licenses  acquired.
           The  Partnership  won  five  licenses  in  1997 to  provide  personal
           communications  services  over 10Mhz of spectrum to a  population  of
           approximately 21 million, including Los Angeles and Washington,  D.C.
           Aer  Force  Communications,  Inc.  was  the  General  Partner  of the
           Partnership  with a 50.1% equity  interest.  Lynch PCS  Corporation F
           ("Lynch  PCS F"),  a  wholly-owned  subsidiary  of Lynch  Corporation
           ("Lynch"),  a publicly held company,  was the Limited  Partner of the
           Partnership with a 49.9% equity interest.

           On  December  4,  1997,  the  Company  succeeded  to the  assets  and
           liabilities of the Partnership under a plan where the General Partner
           received  50.1% of the Common  Stock of the  Company  (in the form of
           100% of the Company's  Class B Common Stock) and Lynch PCS F received
           49.9% of the Common  Stock of the Company (in the form of 100% of the
           Company's Class A Common Stock).  Just prior to the  succession,  the
           Partners made cash contributions  totaling $250,000 (in proportion to
           their respective equity interests) to the Partnership and the Limited
           Partner  contributed  $4.5  million  of its  outstanding  loan to the
           Partnership's capital.


                                      -7-
<PAGE>
                         EAST/WEST COMMUNCATIONS, INC.
                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                          Notes to Financial Statements
                               September 30, 1999


Note 1     ACCOUNTING POLICIES:

           DESCRIPTION OF BUSINESS (CONTINUED):
           Immediately  thereafter,  Lynch PCS F dividended  39.9% of the Common
           Stock  of the  Company  to Lynch  which,  in  turn,  dividended  this
           interest to its  shareholders.  In addition,  Lynch PCS F transferred
           the  remaining  10% of  Common  Stock  of the  Company  held by it to
           Gabelli  Funds,  Inc., an affiliate of the Chairman and CEO of Lynch,
           in satisfaction  of a previously  incurred  obligation.  Also at that
           time,  Lynch PCS F converted  the remaining  principal  amount of its
           loan to the Partnership of $3,335,221 (after the capital contribution
           of $4,500,000) into a redeemable  preferred stock of the Company (see
           Note 6).  Under the terms of this  conversion  the Limited  Partner's
           prior  obligation  to  make  further  loans  to the  Partnership  was
           terminated.

           BASIS OF PRESENTATION:
           The financial  statements  are prepared in conformity  with generally
           accepted  accounting  principles  applicable to a  development  stage
           enterprise.  The accompanying  unaudited  financial  statements as of
           June 30, 1999 and for the six month  periods  ended June 30, 1999 and
           1998  has  been  prepared  in  accordance  with  generally   accepted
           accounting  principles  applicable to interim financial  information,
           and in the opinion of management, include all adjustments (consisting
           of  normal  recurring  accruals)  considered  necessary  for  a  fair
           presentation.

           The  Company's  financial  statements  have been  prepared on a going
           concern basis which  contemplates  the  realization of assets and the
           satisfaction  of  liabilities in the normal course of business and do
           not include any adjustments to reflect the possible future effects on
           the  recoverability  and  classification of assets and the amount and
           classification  of  liabilities  that may  result  from the  possible
           inability of the Company to continue as a going concern.

           The  Company   believes  that  its  PCS  licenses  have   substantial
           potential.  As of September 30, 1999, the Company had not yet adopted
           a business plan or determined how to finance its  operations  because
           of uncertainties  relating to PCS.  However,  as explained in Note 9,
           Subsequent  Events,  the Company is in the process of  negotiating  a
           merging agreement with Omnipoint Corporation.

                                      -8-
<PAGE>
                         EAST/WEST COMMUNCATIONS, INC.
                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                          Notes to Financial Statements
                               September 30, 1999

Note 1     ACCOUNTING POLICIES:

           BASIS OF PRESENTATION (CONTINUED):
           The Company has  incurred  losses  since  inception  and will need to
           obtain  capital in order to fund its interest and  principal  payment
           obligations and for working capital and general  corporate  purposes.
           There can be no  assurance  that the  Company  can  raise  sufficient
           capital to fund its obligations  and finance the  construction of its
           networks.  Accordingly, the lack of funding creates substantial doubt
           about the  Company's  ability to  continue  as a going  concern.  The
           January 1, 1999  interest  payment on loan  payable to the FCC in the
           amount of $388,307  including  applicable  late fees was paid on July
           26,  1999.  The April 30, 1999  installment  payment in the amount of
           $388,306 including applicable late fees was paid on October 25, 1999.
           The July 31, 1999 payment of $561,373 including principal of $196,983
           and interest and late fees of $364,390 was paid on October 25, 1999.

           Certain prior year amounts have been  reclassified  to conform to the
           current year presentation.

           CASH AND CASH EQUIVALENTS:
           Cash and cash equivalents for which the carrying amount  approximates
           fair value include highly liquid investments with a maturity of three
           months or less at the time of purchase.

           ADMINISTRATIVE SERVICES:
           The Company  and the  Partnership  has never had any paid  employees.
           Lynch PCS F provided the  Partnership,  at its request,  with certain
           services  in  connection  with  the  Partnership's  bidding  for  PCS
           licenses in the FCC auction in late 1996  through  early 1997.  Aside
           from  that  matter,  neither  the  General  Partner  nor  Lynch PCS F
           provided the Partnership or the Company with a substantial  amount of
           services.  Neither partner charged the Partnership or the Company for
           the services provided, as such amounts are not significant.


                                      -9-
<PAGE>
                         EAST/WEST COMMUNCATIONS, INC.
                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                          Notes to Financial Statements
                               September 30, 1999


Note 1     ACCOUNTING POLICIES (continued):

           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  carrying  amounts  of assets and
           liabilities and  disclosures at the date of the financial  statements
           and the reported  amounts of expenses  during the  reporting  period.
           Actual results could differ from those estimates.

           CAPITALIZED COSTS:
           Interest  charges  including  commitment  fees incurred  prior to the
           granting  of the  licenses  have  been  expensed.  Subsequent  to the
           license  grant dates,  and until  operations  commence,  all interest
           charges  (excluding  penalty  interest and late fees) and  commitment
           fees on outstanding  loan balances will be  capitalized.  These costs
           amounted to $2,897,358 and $1,949,170 at September 30, 1999 and 1998,
           respectively.   Such  costs  include  $2,554,114  and  $1,606,231  of
           capitalized  interest at  September  30, 1999 and 1998  respectively.
           Total interest charges amounted to $708,964, $708,967, and $3,474,124
           for the nine months period ended  September 30, 1999 and 1998 and the
           period  from  July  26,  1996  (inception)  to  September  30,  1999,
           respectively.

           The cost of the PCS licenses  (including  capitalized  costs) will be
           amortized over a period, consistent with the industry practice, which
           will begin when operations commence.

           Pursuant to FCC regulations, license holders are required to commence
           providing  service to one-third or the population  within the license
           area within five years from the date of award and  two-thirds  of the
           population within ten years from the date of award. Such licenses may
           only be transferred to other entities that meet the FCC  requirements
           for  F-Block  license  holders  during  the first  five  years of the
           initial  license  term.  Transfers  of such  licenses to entities not
           meeting  such  requirements  in years six  through ten of the initial
           license  term  will  subject  the  Company  to   substantial   unjust
           enrichment penalties.


                                      -10-
<PAGE>
                         EAST/WEST COMMUNCATIONS, INC.
                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                          Notes to Financial Statements
                               September 30, 1999

Note 1     ACCOUNTING POLICIES (continued):

           LOSS PER SHARE:
           In 1997,  the Financial  Accounting  Standards  Board issued SFAS No.
           128,  "Earnings  per Share," which was adopted by the Company in 1997
           upon the issuance of its common stock. Basic loss per common share is
           calculated  by dividing  net loss by the weighted  average  number of
           Class A and Class B common shares outstanding during the period.

           INCOME TAXES:
           Prior to December 4, 1997,  no provision for income taxes was made in
           the  financial  statements  as the partners  were  required to report
           their respective  share of income or loss on their respective  income
           tax returns.  Beginning  December 4, 1997,  the Company  accounts for
           income taxes pursuant to the provisions of SFAS No. 109,  "Accounting
           for Income  Taxes."  Under SFAS No. 109,  deferred  taxes result from
           temporary differences in the recognition of revenues and expenses for
           income tax and financial  reporting  purposes.  At September 30, 1999
           and 1998,  net deferred tax  liabilities  represent the tax effect of
           taxable  temporary  differences  (pertaining to capitalized  costs of
           approximately $1.3 million) which existed at the date the Partnership
           converted to a  C-Corporation  offset,  in part, by  accumulated  net
           operating losses of approximately  $345,000 through the third quarter
           1999. The Company's net operating losses expire in 2012.

Note 2      RELATED PARTIES:

           On October 22,  1998,  the Company  borrowed  $300,000  from  certain
           directors  of the  Company.  In  order  to meet the  April  29,  1999
           interest  payment  obligation  to the FCC, the  Corporation  borrowed
           additional  funds in the amount of $400,000 from the same  directors.
           The loans in the amount of $350,000 for Mario J. Gabelli and T. Gibbs
           Kane,  Jr.,  bear  interest at a rate of 5% per year.  The loans were
           paid in full on June 29, 1999 plus accrued  interest in the amount of
           $12,164.


                                      -11-
<PAGE>
                         EAST/WEST COMMUNCATIONS, INC.
                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                          Notes to Financial Statements
                               September 30, 1999


Note 3     PARTNERSHIP AGREEMENT:
           The  Partnership  was formed in July 1996 to bid for PCS  licenses in
           the "F-Block"  auction.  The General Partner  originally  contributed
           $100,200  to the  Partnership  for a 50.1%  equity  interest  and the
           Limited  Partner  contributed  $99,800 to the Partnership for a 49.9%
           equity  interest.  Under the terms of the  Partnership  Agreement all
           deductions with respect to interest  expense and commitment fees were
           allocated 99% to the Limited  Partner and 1% to the General  Partner.
           All  profits of the  Partnership  were  allocated  99% to the Limited
           Partner and 1% to the General Partner until all the aggregate  amount
           of all profits  allocated to the Limited  Partner and General Partner
           equal the deductions with respect to interest  expense and commitment
           fees.

           Subsequently,  all  profits and losses  were to be  allocated  to the
           Limited Partner and General Partner in proportion to their respective
           interests,  49.9% and 50.1%,  respectively.  On December 4, 1997, the
           Partnership was terminated.

Note 4     LONG TERM DEBT:
           Long  term  debt at  September  30,  1999  and 1998  consists  of FCC
           financing  of PCS  licenses  awarded  in the  following  markets  and
           maturing in 2007:

               Los Angeles, CA                      $  3,579,000
               Washington, DC                          7,068,000
               Sarasota, FL                            1,322,400
               Reno, NV                                1,429,800
               Santa Barbara, CA                       1,766,977
                                                    ------------
                                                    $ 15,166,177
               Less amounts due within one year         (743,580)
                                                    ------------
                                                    $ 14,422,597
                                                    ============


                                      -12-
<PAGE>
                         EAST/WEST COMMUNCATIONS, INC.
                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                          Notes to Financial Statements
                               September 30, 1999


Note 4     LONG TERM DEBT (continued):

           In  connection  with the PCS  "F-Block"  auction,  $12.0  million was
           deposited with the FCC of which $11.8 million was borrowed from Lynch
           PCS F under a line of credit which was due and payable in five years.
           The interest rate on the  outstanding  borrowings  under the line was
           fixed at 15%;  additionally,  a  commitment  fee of 20% per annum was
           charged on the total line of credit. On December 4, 1997, the balance
           of  such  loan  was  $7,835,221,   including   accrued  interest  and
           commitment  fees. On such date,  $4.5 million was  contributed to the
           equity of the Partnership and the remaining balance of $3,335,221 was
           converted into 7,800 shares of redeemable  preferred  stock (see note
           6). At that time, the line of credit was terminated.

           All of the FCC financing bears interest at 6.25% per annum. Quarterly
           interest  payments of $236,972  were required for the first two years
           of the license  (1997 and 1998) and  quarterly  payments of principle
           and interest of $605,879 are required over the remaining  eight years
           of the license term. These loans are secured by the licenses granted.
           In April 1997,  the FCC suspended  the interest  payments on the debt
           through  March 31, 1998. On March 24, 1998,  the FCC  indicated  that
           such  interest  payments  will be resumed  not  earlier  that 90 days
           subsequent to  publication  in the Federal  Register of its "Order on
           Reconsideration  of the  Second  Report  and  Order."  Such order was
           published  on  April  8,  1998,   requiring  the  suspended  payments
           (aggregating  $805,488) to be made in eight quarterly installments of
           $100,686  beginning in July 1998, plus regular interest  payments for
           the period of March 31, 1998 to July 31, 1998,  of $311,324,  subject
           to deferral of up to a maximum 180 days.  Payment was made on October
           28, 1998, within the 90-day non-delinquency  period, in the amount of
           $432,610 comprising accrued interest of $412,010 and a 5% penalty fee
           of $20,600.


                                      -13-
<PAGE>
                         EAST/WEST COMMUNCATIONS, INC.
                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                          Notes to Financial Statements
                               September 30, 1999


Note 4     LONG TERM DEBT (continued):

           The  interest on the loan payable to the FCC, due on October 31, 1998
           amounted to  $340,249.  Payments  made within 90 days of the due date
           are subject to a 5% penalty which  increases to a 15% penalty if paid
           within  90 to 180  days of the  due  date.  The  Company  issued  the
           required  payment of $391,286  (including  applicable  penalties)  on
           April  26,1999.  The payment of interest due on 1/31/99 in the amount
           of $388,307 including applicable late fees was paid on July 26, 1999.
           The payment due on April 30, 1999 in the amount of $388,306 including
           applicable  late fees was paid on October  25, 1999 and July 31, 1999
           payment of $561,373 including principal of $196,983 plus interest and
           late fees of $364,090 was paid on October 25, 1999.

           Aggregate principle maturities of long-term debt for each of the next
           five years are as follows: 1999--$.744 million, 2000--$1.558 million,
           2001--$1.658 million, 2002--$1.764 million and 2003--$1.877 million.

Note 5     COMMON STOCK
           The  Company  has two  classes of Common  Stock  authorized:  Class A
           Common Stock and Class B Common Stock.  The authorized  capital stock
           of the Company  consists of 3,600,000  shares of Class A Common Stock
           and 16,000,000 shares of Class B Common Stock.

           The  holders of Common  Stock are  entitled to receive  ratably  such
           dividends,  if any, as may be declared from time to time by the Board
           of Directors out of funds legally available therefor. In the event of
           the  liquidation,  dissolution  or  winding  up of the  Company,  the
           holders of Common Stock are  entitled to share  ratably in all assets
           remaining  after payment of  liabilities,  if any, then  outstanding.
           Collectively,  the shares of Class A Common Stock  represent not more
           than 49.9% of the Company's voting interest, with each share of Class
           A Common  Stock issued and  outstanding  having one vote per share on
           all  matters,  except  the  election  of  directors  or as  otherwise
           provided by law.  The holders of the Class A Common  Stock as a class
           will be entitled to elect members to the Company's Board of Directors
           who  collectively  will  represent  two  of  the  five  votes  of the
           Company's Board of Directors.


                                      -14-
<PAGE>
                         EAST/WEST COMMUNCATIONS, INC.
                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                          Notes to Financial Statements
                               September 30, 1999

Note 5     COMMON STOCK (continued):
           Collectively,  the shares of Class B Common Stock  represent at least
           50.1% of the Company's voting  interest,  with each shares of Class B
           Common Stock issued and  outstanding  having 5 votes per share on all
           matters, except the election of directors or as otherwise provided by
           law.  With respect to the election of  directors,  the Class B Common
           Stock,  voting together as a class,  may elect up to three members of
           the Company's Board of Directors.

Note 6     REDEEMABLE PREFERRED STOCK:
           The Company is authorized  to issue 16,000 shares of Preferred  Stock
           and at June  30,  1999  and  1998 had  outstanding  7,800  shares  of
           Preferred  Stock, par value $1,000 per share. The Preferred Stock (i)
           is  entitled  to  preferred  dividends  at an annual rate of five (5)
           shares of additional  Preferred  Stock for each one hundred shares of
           Preferred  Stock  outstanding,  (ii) has no voting  rights  except as
           provided  by law,  and (iii) is entitled to be redeemed at $1,000 per
           share  (plus  accrued  and unpaid  dividends)  on the  earlier of (i)
           December  1,  2009,  (ii) upon a change of  control of the Class A or
           Class B  Common  Stock  or  (iii)  upon  the  sale of one or more PCS
           licenses for cash or a non-cash sale under certain circumstances. The
           difference   between  the  carrying   value  of  such  shares  (which
           approximates  fair value) and the redemption price is being amortized
           using the  effective  interest  method to November  1, 2009.  Accrued
           dividends and  accretion on the  preferred  stock are included in the
           preferred  stock  account  in the  balance  sheets  and the  dividend
           requirement on preferred stock in the statements of operations.

Note 7     LEGAL MATTERS
           The United States  Department of Justice  initiated an  investigation
           during  1997 to  determine  whether  there had been bid  rigging  and
           market  allocation  for  licenses  auctioned  by the FCC for PCS. The
           Company, together with various other bidders in the PCS auctions, had
           received a civil  investigative  demand ("CID") requesting  documents
           and  information  relating to bidding,  and in May 1997,  the Company
           complied  with the CID.  The  Company  is not  aware of what  further
           action, if any, the Justice Department or the FCC may take and cannot
           estimate its exposure, if any, at this time.


                                      -15-

<PAGE>
                         EAST/WEST COMMUNCATIONS, INC.
                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                          Notes to Financial Statements
                               September 30, 1999

Note 8     RIGHTS OFFERING:
           The Company offered,  at no cost to the holders of its Class A Common
           Stock, a  non-transferable  right to purchase up to 443,050 shares of
           Class A Common Stock. The rights entitle shareholders to purchase one
           additional  share of Class A Common  Stock for every  four  shares of
           Class A Common  Stock  held at $1.50  per  share.  In  addition,  the
           Company  offered rights to purchase  444,825 shares of Class B Common
           Stock at a price of $1.50  per  share to the  current  owners  of the
           Company's Class B Common Stock.  The Class A and Class B shareholders
           exercised these rights on June 23, 1999.

Note 9     SUBSEQUENT EVENT:
           On October 22, 1999,  East/West  Communications,  Inc. and  Omnipoint
           Corporation  entered  into  an  Agreement  and  Plan of  Merger  (the
           "Omnipoint Merger Agreement"), pursuant to which, among other things,
           East/West will merge with and into  Omnipoint  (the  "Merger")  which
           will be the surviving corporation in the Merger ("Omnipoint Merger")

           Omnipoint  is also party to an Agreement  and Plan of  Reorganization
           (the  "VoiceStream  Merger  Agreement") dated as of June 23, 1999, by
           and  among  Omnipoint,   VoiceStre  am  Wireless   Corporation,   and
           VoiceStream  Wireless Holding  Corporation  ("VoiceStream  Holdings")
           pursuant  to which  Omnipoint  will be  merged  with a newly  formed,
           wholly-owned  subsidiary of  VoiceStream  Holdings (the  "VoiceStream
           Merger"),  and  each  share of  common  stock  of  Omnipoint  will be
           converted  into the right to receive  .825 shares of common  stock of
           VoiceStream  Holdings and $8.00 in cash,  subject to the right of the
           holders of outstanding  shares of Omnipoint  common stock to elect to
           receive stock and cash consideration in different proportions.

           It is  anticipated  that the  Omnipoint  Merger  will be  consummated
           immediately  prior to the  VoiceStream  Merger.  Under  the terms and
           conditions of the Omnipoint Merger Agreement, if the Omnipoint Merger
           is consummated prior to the VoiceStream  Merger, (i) in the Omnipoint
           Merger,  each  outstanding  share of Class A Common Stock and Class B


                                      -16-
<PAGE>
                         EAST/WEST COMMUNCATIONS, INC.
                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                          Notes to Financial Statements
                               September 30, 1999

Note 9     SUBSEQUENT EVENT (continued):
           Common Stock of the Company  ("collectively,  the  "East/West  Common
           Stock") will be converted into one share of newly authorized Series E
           Preferred  Stock of Omnipoint  (the  "Series E Preferred  Stock") and
           (ii) each share of Series E Preferred  Stock  received by the holders
           of East/West  Common Stock in the Omnipoint  Merger will be converted
           in the  VoiceStream  Merger into (x) .825  shares of common  stock of
           VoiceStream  Holdings  and  $8.00  in cash  (the  "Standard  Election
           Consideration"),   multiplied   by  (y)  a   conversion   ratio  (the
           "Conversion  Ratio")  equal to  1,775,000  divided  by the  number of
           shares of East/West  Common Stock  outstanding  immediately  prior to
           consummation of the Omnipoint Merger. Currently,  there are 4,739,374
           shares of East/West Common Stock issued and outstanding.

           Under the terms of the Omnipoint Merger Agreement, if the VoiceStream
           Merger occurs prior to the consummation of the Omnipoint Merger, each
           share of East/West  Common Stock will be converted  into the right to
           receive (x) the Standard  Election  Consideration,  multiplied by (y)
           the  Conversion  Ratio.  If  the  VoiceStream   Merger  Agreement  is
           terminated  prior to the consummation of the Omnipoint  Merger,  each
           share of East/West  Common  Stock will be converted in the  Omnipoint
           Merger into (x) one share of Omnipoint  Common  Stock,  multiplied by
           (y) the  Conversion  Ratio.  Under the terms  and  conditions  of the
           Omnipoint Merger Agreement, each outstanding share of preferred stock
           of the  Company  will be  converted  into the right to receive in all
           events  cash  in  the  amount  of  $1,000  per  share,  plus  accrued
           dividends.

           Concurrently  with the execution of the Omnipoint  Merger  Agreement,
           East/West and Omnipoint entered into a Securities  Purchase Agreement
           (the "Securities Purchase Agreement"),  dated as of October 22, 1999,
           pursuant  to which  Omnipoint  bought from  East/West,  and East West
           issued  to  Omnipoint,  300,000  shares  of Class A  Common  Stock of
           East/West  for the  purchase  price of  $3,000,000.  $150,000  of the
           proceeds of the  Omnipoint  stock  purchase will be held in escrow by
           Omnipoint  and will be paid as a fee to Gabelli & Company,  Inc.  (an
           affiliate of Mario  Gabelli,  a director of  East/West) if the Merger
           does not close.  If and when the Merger  closes,  those funds will be
           retained by Omnipoint,  which will then issue Gabelli & Company, Inc.
           25,000 shares of Omnipoint  series E Preferred  Stock.  Approximately
           $1.7 million of the proceeds of the  Omnipoint  stock  purchase  were
           used to repay  all past and  currently  due  interest  and  principal
           payments,  including  penalties on the company's  obligations  to the
           FCC.

                                      -17-
<PAGE>
                         EAST/WEST COMMUNCATIONS, INC.
                    (A Development Stage Enterprise, formerly
                        Aer Force Communications B, L.P.)

                          Notes to Financial Statements
                               September 30, 1999


Note 9     SUBSEQUENT EVENT (continued):
           Pursuant  to the  terms and  conditions  of the  Securities  Purchase
           Agreement,  East/West  granted to Omnipoint a right of first  refusal
           with  respect  to the  sale,  exchange  or other  disposition  of PCS
           licenses held by East/West.  Omnipoint's  right of first refusal will
           be in effect for a period of two years after any  termination  of the
           Omnipoint Merger Agreement.

           Consummation of the Omnipoint  Merger and the VoiceStream  Merger are
           subject to satisfaction of numerous  conditions,  including,  without
           limitation, receipt of requisite governmental approvals.


                                      -18-
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

         We are a  development  stage  company  with no  significant  results of
operations to date. We hold five 10 megahertz personal  communications  services
("PCS") licenses to serve a population of  approximately  21 million,  including
two of the top ten markets,  Los Angeles and  Washington,  D.C.,  plus Sarasota,
Florida,  Reno,  Nevada and Santa Barbara,  California.  The total cost of these
licenses was approximately  $19 million,  after a 25% bidding credit provided by
the Federal Communications Commission. 80% of the cost of the licenses (or $15.2
million) was financed  over ten years by the FCC, with only payments of interest
during the first two years after award of the licenses.

         On October 22, 1999, we sold 300,000 shares of our Class A common stock
to Omnipoint Corporation  ("Omnipoint") for a total of $3,000,000.  In addition,
on that date, we signed an Agreement and Plan of Merger ("East/West  merger") in
which  all of our  outstanding  common  stock,  both  Class  A and  Class  B, at
consummation  of the  merger  will be  exchanged  for  either a Special  Class B
preferred shares or common shares of Omnipoint, as discussed below.

         Omnipoint is also a party to an Agreement  and Plan of  Reorganization,
dated as of June  23,  1999,  by and  among  Omnipoint,  Voice  Stream  Wireless
Corporation  and VoiceStream  Wireless  Holding  Corporation,  pursuant to which
Omnipoint  will  be  merged  with a newly  formed,  wholly-owned  subsidiary  of
VoiceStream  Holdings  (the "Voice  Stream  reorganization"),  and each share of
common stock of  Omnipoint  will be  converted  into the right to receive  0.825
share of common stock of VoiceStream  Holdings and $8.00 in cash, subject to the
right of the holders of outstanding shares of Omnipoint common stock to elect to
receive stock and cash consideration in different proportions.

         It is  anticipated  that  the  East/West  merger  will  be  consummated
immediately  prior  to the  VoiceStream  reorganization.  Under  the  terms  and
conditions of the East/West merger, if the East/West merger is consummated prior
to  the  Voice  Stream  reorganization,   (i)  in  the  East/West  merger,  each
outstanding  share of Class A common stock and Class B common stock of East/West
will be converted into one share of newly-authorized Series E preferred stock of
Omnipoint and (ii) each share of Omnipoint's  Series E preferred  stock received
by the holders of the  East/West  common stock in the  East/West  merger will be
converted  in the  VoiceStream  reorganization  into (x) 0.825  shares of common
stock  of  VoiceStream  Holdings  and  $8.00  in cash  (the  "Standard  Election
Consideration"),  multiplied by (y) a conversion ratio (the "Conversion  Ratio")
equal to  1,775,000,  divided by the number of shares of East/West  common stock
outstanding   immediately   prior  to  consummation  of  the  East/West  merger.
Currently,  there are  4,739,374  shares of  East/West  common  stock issued and
outstanding,  including  the sale of 300,000  shares to Omnipoint on October 22,
1999.


                                      -19-

<PAGE>
         Under  the  terms  of  the  East/West   merger,   if  the   VoiceStream
reorganization  occurs prior to the consummation of the East/West  merger,  each
share of East/West  common stock will be converted into the right to receive (x)
the Standard  Election  Consideration,  multiplied by (y) the Conversion  Ratio.
Under the terms and conditions of the East/West  merger,  each outstanding share
of preferred  stock of East/West  will be converted into the right to receive in
all  events  cash in the amount of $1,000 per  share,  plus  accrued  and unpaid
dividends.

         As  evidenced  by the  sale of  shares  to  Omnipoint  and  the  Merger
Agreement,  we believe that our PCS licenses have  substantial  value.  However,
should the merger  with  Omnipoint  not take  place,  we have not yet adopted an
alternative business plan or determined alternative methodology of how to obtain
additional  financing for our operations  because of  uncertainties  relating to
PCS, which makes evaluation difficult,  including without limitation the newness
of PCS, financing,  affiliation and technology issues and the financial problems
of certain C-Block licensees. Therefore, should the Merger with Omnipoint not be
consummated,  we have not yet determined  whether to develop our PCS licenses on
our own, joint venture our licenses with other PCS wireless  telephone  licenses
holders or operators or others,  or sell some or all of our licenses.  We expect
to  continually  evaluate  these  factors  and to adopt a plan or plans once the
financing,  regulatory  and  market  aspects  of PCS  are  less  uncertain.  Our
principal  expense to date has been interest,  including  commitment  fees, plus
minor administrative expenses.

         If the merger with Omnipoint is not  consummated and unless we sell our
PCS business or joint venture our PCS licenses with another  entity that has the
capacity to provide substantial funds, we will need to raise substantial capital
to fund  our  installment  payments  to the FCC  and  the  build  out of our PCS
licenses.  We do not have a reliable  estimate  of the cost to build out our PCS
licenses, should we determine to do so, but it is likely to be substantial.

         Of the  $3,000,000  from the sale of  shares to  Omnipoint,  $1,656,000
million  was used to pay all past  and  currently  due  interest  and  principal
payments,  including penalties, on our FCC obligation. This represented payments
that were  originally due on April 30, 1999, July 31, 1999 and October 31, 1999.
Under  the  government  financing,  we  have  to  make  additional  payments  of
approximately $2.6 million in the year 2000 and $2.4 million in each of the next
seven years.

         The following are the  scheduled  interest and principal  payments over
the next two fiscal years:


Due Date                                    Amount
January 31, 2000                            $   706,566
April 30, 2000                                  706,566
July 31, 2000                                   605,879
October 31, 2000                                605,879
                                            -----------
                                            $ 2,624,899

January 31, 2001                                605,839
April 30, 2001                                  605,839


                                      -20-

<PAGE>




July 31, 2001                                   605,839
December 31, 2001                               605,839
                                            -----------
                                            $ 2,423,516
                                            ===========


         Under FCC rules,  scheduled  payments  may be delayed for up to 90 days
upon payment of a 5% penalty and for 90-180 days upon payment of a 15% penalty.

         If the merger with Omnipoint is not consummated,  we will have to raise
funds within the next year in order to make interest  payments on the government
financing and for working capital and general corporate purposes.  The report of
our independent auditors with respect to our financial statements as of December
31, 1998 and 1997, for the years ended December 31, 1998 and 1997 and the period
from July 26,  1996  (inception)  to  December  31,  1998  contains a  paragraph
indicating  that  substantial  doubt  exists as to our  ability to continue as a
going  concern.  Among the factors cited by the auditors as raising  substantial
doubt as to our ability to continue as a going concern is that,  with respect to
the periods  covered,  we have incurred  losses since inception and have not yet
adopted a business plan or  determined  how to finance our  operations  and will
need to obtain  capital  in order to fund our  interest  and  principal  payment
obligations and for working capital and general corporate purposes.

Liquidity and Capital Resources

         Pro  forma  for the  sale of  shares  to  Omnipoint  and the  principal
payments of debt in October,  the principal amount of debt on September 30, 1999
was  $14,897,000,  compared to  shareholders  equity of  $3,336,000.  During the
period from July 26, 1996  (inception) to September 30, 1999, we had no revenues
or operating  profits and cannot predict when East/West may have any revenues or
operating profits.

         In April 1997,  the FCC suspended  interest  payments on its financings
through March 31, 1998. On March 24, 1998,  the FCC indicated that such interest
would be resumed not earlier than 90 days  subsequent to the  publication in the
Federal  Register of an order on  reconsideration.  Such publication was made on
April 8, 1998,  requiring  cumulative  suspended interest payments to be made in
eight  quarterly  installments of $100,686 each beginning on July 31, 1998. Also
on that date,  the accrued  interest  of  $311,324,  from the date the  interest
suspension  ended,  March 31, 1998, until July 31, 1998.  Through  September 30,
1999, the Company had made interest payments  totaling  $1,212,000 and, as noted
above, in October 1999 we made additional payments of $1,656,000.

         During May 1999, the Company offered,  at no cost to the holders of its
Class A common  stock,  a non-  transferrable  right to  purchase  up to 443,050
shares of Class A common stock. The rights entitle  shareholders to purchase one
additional  share of Class A common  stock for every four shares of Class common
stock  held at $1.50 per share.  In  addition,  the  Company  offered  rights to
purchase 444,825 shares of Class B common stock at a price of $1.50 per share to
the current owner of the Company's Class B common stock. The Class A and Class B
shareholders  exercise  these rights on June 23, 1999, and the net proceeds from
the sale of both Class A and Class B common shares was $1,202,000.

         On October 22, 1998 and April 29, 1999, East/West borrowed $300,000 and
$400,000,  respectively,  from certain of our directors. Such funds were used to
make the required payments on our FCC obligations. On July 22, 1999, these loans
were  repaid by the  Company,  along  with  accrued  interest  in the  amount of
$12,164, from the proceeds of the rights offering.


                                      -21-

<PAGE>

Year 2000 Compliance

         We have considered the potential  impact of the year 2000 on our future
business and  operations.  Any programs that  recognize a date using "00" as the
year 1900 rather than the year 2000 could  result in errors or system  failures.
If we decide to develop  our PCS  licenses,  we may utilize a number of computer
programs.  Because we currently have no operations,  we are unable to assess the
potential  impact  of the year 2000 on any  systems  we may use nor have we been
able to  complete  our  assessment  of any year 2000  issues  which  may  affect
third-parties.  We believe that the costs of addressing this issue in the future
will not have a material adverse impact on our financial  position.  However, if
East/West  and third parties upon which we rely are unable to address this issue
in a timely manner, it could result in a material financial risk,  including the
possibility  that we may be liable to such third parties for a material  failure
of our systems due to year 2000 issues.

                                     PART II

Item 2. Changes in Securities And Use of Proceeds

         Reference is made to the Form 8-K (the "Form 8-K") filed by  Registrant
on  November 5, 1999,  relating  to the sale of 300,000  share of Class A Common
Stock of Registrant to Omnipoint Corporation ("Omnipoint") and the Agreement and
Plan of Merger  pursuant  to which  Registrant  will merge into  Omnipoint.  The
transaction  agreements impose certain restrictions on Registrant and the holder
of the Class B Common Stock of Registrant  relating to Registrant's  securities.
The sale of the  Class A Common  Stock  was  issued  pursuant  to the  exemption
contained in Section 4(2) of the Securities Act of 1933, as amended.

Item 6. Exhibits and Reports on Form 8-K

        Exhibit 27 -- Financial Data Schedule




                                      -22-

<PAGE>
                                   SIGNATURES


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

                                      EAST/WEST COMMUNICATIONS, INC.






                                      By: /s/ Victoria G. Kane
                                          ------------------------------------
                                              Victoria Kane
                                              Chairman of the Board
                                              (Chief Executive Officer)

Dated: November 15, 1999





                                      -23-