<PAGE>


                                FORM 10-KSB / A-2

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)

            [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended: December 31, 1995
                          -------------------

Commission File Number:  0-24486

                        ELECTRONICS COMMUNICATIONS CORP.
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                                                 11-2649088
  (State or other jurisdiction of           (I.R.S Employer Identification No.)
    incorporation or organization)

        10 Plog Road, Fairfield, New Jersey                        07004
      (Address of principal executive offices)                   (Zip Code)

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

Securities registered pursuant to Section 12 (b) of the Act:

                                     Name of each exchange on which
Title of each class                     each class is registered
-------------------                     ------------------------
Common Stock, $.05 par value            BOSTON STOCK EXCHANGE
Class A Redeemable Warrants             BOSTON STOCK EXCHANGE

Securities registered pursuant to Section 12 (g) of the Act:   None
                                                               (Title of Class)

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements by
reference in Part III of this Form 10-KSB or any amendment to the Form 10-KSB.
[ X ]

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [ X ]  No [   ]

     State issuer's revenue for its most recent fiscal year, $8,736,515

     As of  March 27, 1996, the aggregate value of the registrant's voting stock
held by non-affiliates was $4,627,738 (computed by multiplying the last reported
bid price on March 27, 1996 by the number of shares of common stock held by
persons other than officers, directors or by record holders of 10% or more of
the registrant's outstanding common stock.  This characterization of officers,
directors and 10% or more beneficial owners as affiliates is for purposes of
computation only and is not an admission for any purposes that such persons are
affiliates of the registrant).

<PAGE>

     As of March 27, 1996, there were  3,073,127 shares of the registrant's
common stock, $.05 par value, issued and outstanding.

     DOCUMENTS INCORPORATED BY REFERENCE:

     Document                                     Form 10-KSB Reference
     --------                                     ---------------------
Certain Previously Filed Exhibits                           IV

<PAGE>

 ITEM 10. EXECUTIVE COMPENSATION.

     The following table sets forth information concerning all remuneration paid
by the Company for the year ended December 31, 1995 to the Company's executive
officers and all executive officers as a group:

    Name                    Position                              Salary
    ----                    --------                              ------

William S. Taylor        President, CEO and Chairman             $ 166,641
Les Winder               Executive Vice President and Treasurer    117,245
Brenda Taylor            Secretary and Director                     38,278
                                                                 ---------
All executive officers
  as a group (three persons)                                     $ 322,164
                                                                 ---------
                                                                 ---------
STOCK OPTION PLAN

     On September 27, 1994, the Board of Directors of the Company adopted a
Stock Option Plan (the "Plan")  The Plan was amended by the Board of Directors
on November 22, 1994, and approved by stockholders on February 15, 1996, to
increase the number of shares as to which options may be granted from 100,000 to
300,000.  The Plan permits the granting of awards to employees, directors and
consultants of the Company stock options.  Stock options granted under the Plan
may be "incentive stock options,"  meeting the requirements of Section 422 of
the Internal Revenue Code of 1986, as amended, or non-qualified options which do
not meet the requirements of Section 422.  The Plan provides that 300,000 shares
of Common Stock are reserved for issuance pursuant to awards granted under the
Plan.  As of the date hereof, there were 20,000 shares subject to stock options
outstanding under the Plan.  All options granted pursuant to the Plan will be at
least 85% of the fair market value of the Company's Common Stock on the date of
grant.

     The Plan is administered by a committee which was appointed by the Board of
Directors.  The Plan gives broad powers to the committee to administer and
interpret the Plan, including the authority to select the individuals to be
granted options, and to prescribe the particular form and conditions of each
option granted.

B WARRANTS

     On November 22, 1994, the Board of Directors of the Company authorized the
sale to officers, directors, principal stockholders and consultants of the
Company an aggregate of 1,000,000 B Warrants to purchase 1,000,000 shares of
Common Stock at $5.00 per share.  The price per B Warrant is $.10.  On January
20, 1995, the Company agreed to reduce the exercise price of an aggregate of
300,000 B Warrants from $5.00 to $2.50 owned by William S. Taylor (150,000),
Brenda Taylor (75,000) and Stewart Taylor (75,000).  In addition, the exercise
period of these 300,000 B Warrants was changed so that they did not become
exercisable until February 1, 1996 and expire on May 12, 1999.  In exchange, the
Company received certain financial guarantees and extensions of certain loans
due by the Company to William S. Taylor and Stewart Taylor.   On November 16,
1995, William S. Taylor, Brenda Taylor, Stewart Taylor and Les Winder each sold
for $10 per B Warrant, 33,250 B Warrants or an aggregate of 133,000 B Warrants
to Mr. Joseph Albanese.  On November 16, 1995, William S. Taylor, Brenda Taylor


<PAGE>

and Stewart Taylor each sold, for $.10 per B Warrant 50,000 B Warrants or an
aggregate of 150,000 B Warrants to Gary Holman.  On November 16, 1995, Les
Winder sold, for $.10 per B Warrant, 50,000 B Warrants to Deborah Lanava
(40,000), and Merritt Fine (5,000) and Pauline Eskovitz (5,000).  On November
20, 1995, the Board of Directors authorized an amendment to the Warrant
Agreement between the Company and American Stock Transfer and Trust Company,
(the Company's Warrant Agent) to provide for the consolidation of B Warrant
having the same economic terms as outstanding A Warrants and to permit the
holders of such B Warrants to hold A Warrants.  Accordingly, as of the date
hereof, there are 300,000 B Warrants remaining outstanding. See "Item 11.
Security Ownership of Certain Beneficial Owners and Management" and "Item 12.
Certain Relationships and Related Transactions."

EMPLOYMENT AGREEMENTS

     Effective December 1, 1994, the Company entered into an employment
agreement with Mr. Taylor for a term of five years with an option for additional
three one-year terms.  The agreement provides for annual compensation of
$150,000 during the term of the employment agreement and entitles Mr. Taylor to
certain fringe benefits, including an automobile, maintenance, disability
insurance, medical benefits and life insurance coverage.  Mr. Taylor 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, Mr. Taylor will be
entitled to a lump sum payment of  $75,000 times the number of  years of his
employment by the Company.

     On May 17, 1995, the Company entered into an employment agreement with Mr.
Les Winder, which agreement was amended on October 1, 1996.  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 an automobile (leasing and insuring), 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 times the number of years of his employment by the
Company.
<PAGE>

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDING DECEMBER 31, 1995, AND 1994


                                TABLE OF CONTENTS



                                                                           PAGE
     Independent Auditor's Report.......................................   1

     Consolidated Balance Sheets........................................   2-3

     Consolidated Statements of Changes in
     Stockholders' Equity(Deficit)......................................   4

     Consolidated Statements of Operations..............................   5

     Consolidated Statements of Cash Flows..............................   6-7

     Notes to Consolidated Financial Statements.........................   8-18

<PAGE>

                                                                          Page 1


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders
Electronics Communications Corp.

We have audited the accompanying consolidated balance sheets of Electronics
Communications Corp. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Electronics
Communications Corp. and subsidiaries as of December 31, 1995 and 1994, and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with generally accepted accounting principles.



STETZ, BELGIOVINE CPAs, P.C.
March 25, 1996
Montclair, NJ 07042

<PAGE>

                                                                          PAGE 2

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                               DECEMBER 31,
                                                                                      -----------------------------
                                                                                         1995               1994
                                                                                      ----------         ----------
<S>                                                                                   <C>                <C>
CURRENT ASSETS
  Cash                                                                                   $18,000           $136,203
  Restricted Cash                                                                      1,100,000               --
  Accounts Receivable
    (Net of $80,987 and $30,197 Allowance
     for Doubtful Accounts at December 31, 1995
     and 1994, respectively.)                                                          2,204,789          1,590,943
  Inventories                                                                            476,796            544,455
  Bid Deposit                                                                          1,000,000               --
  Loan Receivable                                                                        550,000               --
  Prepaid Expenses                                                                        78,849             38,293
                                                                                      ----------         ----------

                             TOTAL CURRENT ASSETS                                      5,428,434          2,309,894
                                                                                      ----------         ----------


PROPERTY AND EQUIPMENT
  Property and Equipment                                                                 335,858            116,264
  Accumulated Depreciation                                                               (75,544)           (25,579)
                                                                                      ----------         ----------

                       NET PROPERTY AND EQUIPMENT                                        260,314             90,685
                                                                                      ----------         ----------

OTHER ASSETS
  Deferred Financing Costs                                                                  --              606,943
  Deferred Offering Costs                                                                   --              196,716
  Deferred Private Placement Costs                                                       225,787               --
  Deferred License Costs                                                                 293,810               --
  Security Deposits and Other Assets                                                      38,313             27,094
                                                                                      ----------         ----------

                               TOTAL OTHER ASSETS                                        557,910            830,753
                                                                                      ----------         ----------

                                     TOTAL ASSETS                                     $6,246,658         $3,231,332
                                                                                      ==========         ==========
</TABLE>


                See Notes to Consolidated Financial Statements.



<PAGE>


                                                                          PAGE 3

               ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                               DECEMBER 31,
                                                                                      -----------------------------
                                                                                         1995               1994
                                                                                      ----------         ----------
<S>                                                                                   <C>                <C>
CURRENT LIABILITIES
  Accounts Payable                                                                    $1,783,344         $1,722,867
  Notes Payable - Other                                                                   28,000            140,000
  Notes Payable - Bank                                                                 1,225,000             90,000
  Notes Payable - Bridge Financing                                                          --              800,000
  Notes Payable - Stockholders                                                           252,007             64,391
  Current Portion of Obligations Under Capital Leases                                     50,244               --
  Private Placement Advance                                                              116,223               --
  Accrued Expenses and Taxes Payable                                                     248,764            108,508
                                                                                      ----------         ----------

                        TOTAL CURRENT LIABILITIES                                      3,703,582          2,925,766
                                                                                      ----------         ----------

LONG TERM LIABILITIES
   Obligations Under Capital Leases                                                       78,801               --
                                                                                      ----------         ----------

STOCKHOLDERS' EQUITY
  Series A Non-Voting, Convertible Preferred Stock,
    par value $.01 per share, 1,500,000 authorized,
    240,000 issued and outstanding in 1994.                                                 --                2,400
  Common Stock, par value $.05 per share, 8,400,000
    authorized, issued and outstanding 3,003,697
    in 1995, issued and outstanding 1,516,086  in 1994.                                  150,186             75,804
  Additional Paid-In Capital                                                           5,320,629            644,942
  Retained (Deficit)                                                                  (2,947,539)          (318,580)
  Notes Receivable arising from Common Stock Purchase Warrants                           (59,001)           (99,000)
                                                                                      ----------         ----------

                       TOTAL STOCKHOLDERS' EQUITY                                      2,464,275            305,566
                                                                                      ----------         ----------

                            TOTAL LIABILITIES AND
                             STOCKHOLDERS' EQUITY                                     $6,246,658         $3,231,332
                                                                                      ==========         ==========
</TABLE>


                See Notes to Consolidated Financial Statements.



<PAGE>
                                                                          PAGE 4

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                              Preferred Stock                     Common Stock
                                                       ---------------------------         ---------------------------
                                                          Shares          Amount             Shares          Amount
                                                       ----------      -----------         ----------      -----------
<S>                                                    <C>             <C>                 <C>             <C>
Balance as of January 1, 1994                                --               --            1,176,086         $58,804

Adjustment Due to Reverse
Acquisition (Notes 1 and 2)                                  --               --                 --              --
Sale of Common Stock (Notes 2)                               --               --              340,000          17,000
Preferred Stock Issued in Bridge Financing (Note 7B)      240,000            2,400               --              --
Common Stock Purchase A Warrants
  Issued in Bridge Financing (Note 7B)                       --               --                 --              --
Common Stock Purchase B Warrants
  Sold to Stockholders (Note 13)                             --               --                 --              --
Net Income                                                   --               --                 --              --
                                                       ----------      -----------         ----------      -----------
Balance as of December 31, 1994                           240,000            2,400          1,516,086          75,804

Payment of Loan for Purchase B Warrants                      --               --                 --              --
Conversion of Preferred Shares                           (240,000)          (2,400)           240,000          12,000
Sale of Common Stock (Note 2B)                               --               --            1,000,000          50,000
Sale of 2,000,000 "A" Warrants (Note 2B)                     --               --                 --              --
Sale of 300,000 "A" Warrants (Note 2B)                       --               --                 --              --
Stock Issued in Connection with
  Advertising and Promotional Services (Note 10)             --               --              200,000          10,000
Replacement of Shares                                        --               --               47,611           2,382
Net Loss                                                     --               --                 --              --
                                                       ----------      -----------         ----------      -----------
Balance as of December 31, 1995                              --               --            3,003,697        $150,186
                                                       ==========      ===========         ==========      ===========

<CAPTION>
                                                                                         Notes Receivable
                                                       Additional        Retained          Arising From
                                                         Paid-in         Earnings          Common Stock
                                                         Capital         (Deficit)       Purchase Warrants     Total
                                                       ----------      -----------       -----------------  -----------
<S>                                                    <C>             <C>                 <C>             <C>
Balance as of January 1, 1994                             $17,196        ($348,399)              --          ($272,399)

Adjustment Due to Reverse
Acquisition (Notes 1 and 2)                               (13,354)            --                 --            (13,354)
Sale of Common Stock (Notes 2)                             33,000             --                 --             50,000
Preferred Stock Issued in Bridge Financing (Note 7B)      485,100             --                 --            487,500
Common Stock Purchase A Warrants
  Issued in Bridge Financing (Note 7B)                     24,000             --                 --             24,000
Common Stock Purchase B Warrants
  Sold to Stockholders (Note 13)                           99,000             --              (99,000)            --
Net Income                                                   --             29,819               --             29,819
                                                       ----------      -----------         ----------      -----------
Balance as of December 31, 1994                           644,942         (318,580)           (99,000)         305,566

Payment of Loan for Purchase B Warrants                      --               --               39,999           39,999
Conversion of Preferred Shares                             (9,600)            --                 --               --
Sale of Common Stock (Note 2B)                          3,396,569             --                 --          3,446,569
Sale of 2,000,000 "A" Warrants (Note 2B)                  200,000             --                 --            200,000
Sale of 300,000 "A" Warrants (Note 2B)                     26,100             --                 --             26,100
Stock Issued in Connection with
  Advertising and Promotional Services (Note 10)        1,065,000             --                 --          1,075,000
Replacement of Shares                                      (2,382)            --                 --               --
Net Loss                                                     --         (2,628,959)              --         (2,628,959)
                                                       ----------      -----------         ----------      -----------
Balance as of December 31, 1995                        $5,320,629      ($2,947,539)          ($59,001)      $2,464,275
                                                       ==========      ===========         ==========      ===========
</TABLE>


                See Notes to Consolidated Financial Statements.
<PAGE>

                                                                          PAGE 5

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED
                                                                                              DECEMBER 31,
                                                                                      -----------------------------
                                                                                         1995               1994
                                                                                      ----------         ----------
<S>                                                                                  <C>                <C>
SALES
  Electronics                                                                         $4,943,988         $5,414,765
  Commissions                                                                          3,792,527          4,009,199
                                                                                      ----------         ----------
                                      TOTAL SALES                                      8,736,515          9,423,964
                                                                                      ----------         ----------

COST OF SALES
  Electronics                                                                          4,368,493          4,920,269
  Commissions                                                                          3,195,601          3,262,418
                                                                                      ----------         ----------
                              TOTAL COST OF SALES                                      7,564,094          8,182,687
                                                                                      ----------         ----------
                                     GROSS PROFIT                                      1,172,421          1,241,277
                                                                                      ----------         ----------
EXPENSES
  Selling                                                                              1,103,963            502,110
  General and Administrative                                                             961,281            613,707
  Advertising and Promotional Services                                                 1,075,000                --            
                                                                                      ----------         ----------
                                   TOTAL EXPENSES                                      3,140,244          1,115,817
                                                                                      ----------         ----------

OPERATING INCOME (LOSS) BEFORE OTHER INCOME,
   OTHER EXPENSES AND INCOME TAXES                                                    (1,967,823)           125,460
                                                                                      ----------         ----------
OTHER INCOME
  Interest Income                                                                         31,234               --
                                                                                      ----------         ----------
                               TOTAL OTHER INCOME                                         31,234               --
                                                                                      ----------         ----------
OTHER EXPENSES
  Interest Expense                                                                        85,427             42,810
  Amortization of Bridge Financing Costs                                                 606,943             48,557
                                                                                      ----------         ----------
                             TOTAL OTHER EXPENSES                                        692,370             91,367
                                                                                      ----------         ----------
INCOME (LOSS) BEFORE INCOME TAXES                                                     (2,628,959)            34,093
  Income Taxes                                                                              --                4,274
                                                                                      ----------         ----------

NET INCOME (LOSS)                                                                    ($2,628,959)           $29,819

EARNINGS (LOSS) PER COMMON SHARE                                                          ($1.11)             $0.02
                                                                                      ==========         ==========

AVERAGE COMMON SHARES OUTSTANDING (NOTE 11)                                            2,368,809          1,506,277
                                                                                      ==========         ==========
</TABLE>

                See Notes to Consolidated Financial Statements.



<PAGE>

                                                                          PAGE 6

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                               YEAR ENDED
                                                                                               DECEMBER 31,
                                                                                      -----------------------------
                                                                                         1995               1994
                                                                                      ----------         ----------
<S>                                                                                  <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                                                  ($2,628,959)           $29,819

  Adjustments to Reconcile Net Income (Loss) to
  Net Cash Used By Operations:
  Non - Cash Advertising and Promotion Services                                       $1,075,000               --
  Depreciation and Amortization                                                          656,908             60,496
  Provision for Doubtful Accounts                                                         50,790             21,094
  Deferred Income Taxes                                                                     --               (5,083)
  Debt Issue Cost                                                                           --             (144,000)
  Changes in:
  Accounts Receivable                                                                   (664,636)          (660,431)
  Inventories                                                                             67,659            262,233
  Prepayments                                                                            (40,556)           (22,047)
  Accounts Payable                                                                        60,477            (33,594)
  Security Deposits                                                                      (17,715)           (13,876)
  Accrued Expenses and Taxes Payable                                                     140,256             66,016
                                                                                      ----------         ----------
    TOTAL ADJUSTMENTS                                                                  1,328,183           (469,192)
                                                                                      ----------         ----------
NET CASH USED BY OPERATING ACTIVITIES                                                 (1,300,776)          (439,373)
                                                                                      ----------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Bid Deposit                                                                         (1,000,000)              --
  Loan Receivable                                                                       (550,000)              --
  Additions to Property and Equipment                                                    (88,021)           (87,039)
  Deferred License Costs                                                                (293,810)              --
  Collection of Notes Receivable                                                          39,999               --
  Other Assets                                                                             6,496             (8,220)
                                                                                      ----------         ----------
NET CASH USED BY INVESTING ACTIVITIES                                                 (1,885,336)           (95,259)
                                                                                      ----------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net Proceeds from Bridge Financing                                                        --              800,000
  Payments of Bridge Loans                                                              (800,000)              --
  Net Payments of Other Loans                                                           (112,000)           (60,000)
  Net Proceeds (Payments) of Stockholders' Loans                                         187,616            (40,399)
  Net Proceeds of Bank Loans                                                           1,135,000               --
  Restriction of Cash                                                                 (1,100,000)              --
  Deferred Costs in Connection with Public Offering                                         --             (186,216)
  Deferred Private Placement Costs                                                      (225,787)              --
  Private Placement Advance                                                              116,223               --
  Principal Payments under Capital Lease Obligations                                      (2,528)              --
  Sale of Common Stock                                                                 3,869,385             50,000
                                                                                      ----------         ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                              3,067,909            563,385
                                                                                      ----------         ----------

NET (DECREASE) INCREASE IN CASH                                                         (118,203)            28,753
CASH, BEGINNING OF PERIODS                                                               136,203            107,450
                                                                                      ----------         ----------

CASH, END OF PERIODS                                                                     $18,000           $136,203
                                                                                      ==========         ==========
</TABLE>


                See Notes to Consolidated Financial Statements.


<PAGE>

                                                                          PAGE 7

               ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                            YEAR ENDED
                                                                                           DECEMBER 31,
                                                                               --------------------------------------
                                                                                     1995               1994
                                                                                     ----               ----
<S>                                                                                    <C>                <C>
SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS
 CASH PAID DURING THE YEAR FOR :
  Interest                                                                            $85,427            $36,207
  Taxes                                                                                  --                 --
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
  Issuance of Common Stock Purchase B Warrants
    for Notes Receivable                                                                 --              $99,000
  Issuance of Preferred Stock in Connection
    with Bridge Financing                                                                --             $487,500
  Issuance of Common Stock Purchase A  Warrants
    in Connection with Bridge Financing                                                  --              $24,000
  Non Cash Expenses in Connection with Bridge
    Financing                                                                            --            ($511,500)
  Property Acquired Under Capital Lease                                             ($131,573)              --
</TABLE>



                See Notes to Consolidated Financial Statements.


<PAGE>

                                                                          PAGE 8

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1995 AND 1994


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 Electrocomm Wireless, Inc., a
          Delaware corporation as a subsidiary, to become a radio paging and
          two-way radio carrier in the New York City 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. The Company has posted a bid
          deposit of $1,000,000.

          (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), Electrocom Wireless, Inc. and
          Personal Communications Network, 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 years ended December 31, 1995 and 1994 was $49,965
          and $11,551, respectively.

          (D) Inventories

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

<PAGE>

                                                                          PAGE 9

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1995 AND 1994


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

          (E) Revenue Recognition

          It is the Company's policy to categorize revenue into either sales
          from electronic goods or commissions for fees earned on sales of
          cellular radio service contracts. 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 and 1994. 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 and 1994. 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. The Company
          also received co-op fees which the cellular radio supplier applied as
          payment for cellular products in 1994. These fees were recorded as
          additional commission revenue in the amount of $129,267.

          (F) Concentration of Credit Risk

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

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

          (G) Use of Estimates

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

NOTE 2 -  ACQUISITION, RECAPITALIZATION AND PUBLIC OFFERING

          (A) As described in Note 1, the Company acquired all of the
          outstanding common stock of the Operating Entities. For accounting
          purposes the acquisition has been treated as a recapitalization of the
          Operating Entities with the Operating Entities as the Acquirers
          (reverse acquisition). The historical financial statements prior to
          January 1, 1994 are those of the Operating Entities. As a result of
          this transaction, historical additional paid-in capital of the
          Operating Entities was retroactively reduced and common stock
          increased by $58,804 for the par value of the 1,176,086 shares of
          common stock received in the transaction. Prior to the acquisition,
          Free Trade Distributors, Inc. had 200 shares outstanding at $75 par
          value or $15,000 in common stock and $60,000 in additional paid-in
          capital. The recapitalization of these shares resulted in a transfer
          from common stock to additional paid-in capital of $15,000. In 1993,
          Trade Zone Distributors, Inc. was capitalized and issued 200 shares of
          $5 par value or $1,000 in common stock. The

<PAGE>

                                                                         PAGE 10

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1995 AND 1994


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

          recapitalization of these shares resulted in a transfer from common
          stock to additional paid-in capital in the amount of $1,000. As a
          result of the reverse acquisition, additional paid-in capital was also
          reduced by $13,354 on January 1, 1994 (the effective date of the
          acquisition). This is reflective of the excess liabilities assumed
          over the assets by the Operating Entities. On January 1, 1994, the
          Company sold 340,000 shares of its common stock for $50,000. All
          references in the financial statements and notes thereto to the number
          of shares outstanding have been restated to reflect the 1 for 5
          reverse common stock split described below. Additionally, On May 25,
          1995, 47,611 shares were issued to a shareholder who did not receive
          the proper allocation when the company had its reverse common split in
          Note 2B.

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

NOTE 3 -  ACCOUNTS RECEIVABLE

          Accounts Receivable consist of amounts due for sales of electronic
          goods and commissions due from major cellular radio suppliers.
          Components of Accounts Receivable are $997,309 for the sale of
          electronic goods and $623,831 for commissions at December 31, 1994 and
          $1,503,303 and $782,473 at December 31, 1995.

NOTE 4 -  OTHER ASSETS

          (A) Deferred Financing Costs were fully amortized in 1995 due to the
          repayment of the Bridge Notes on May 19, 1995. The following costs
          were associated with the Bridge Notes described in Note 7B:

<TABLE>
               <S>                                            <C>
               240,000 shares of Preferred Stock              $487,500
               480,000 Warrants                                 24,000
               Investment Banking Fees                         104,000
               Legal Fees                                       40,000
                                                            ----------
                                                              $655,500
               Less: Amortization in 1994                      (48,557)
                                                            ----------
               Balance at December 31, 1994                   $606,943
               Less: Amortization in 1995                     (606,943)
                                                            ----------
               Balance at December 30, 1995                        -0-
                                                            ==========
</TABLE>

          (B) Deferred offering costs consisted of certain legal, accounting,
          printing fees and other costs in connection with the public offering
          described in Note 2B. Those costs, together with any additional costs
          incurred in connection with the offering were recorded as a reduction
          of the proceeds received from the sale of the securities offered.

<PAGE>
                                                                         PAGE 11

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1995 AND 1994


NOTE 4 -  OTHER ASSETS - (Continued)

          (C) Deferred private placement costs consist of certain legal,
          accounting, printing fees and other costs in connection with the
          private placement described in Note 20B. 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.

          (D) 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.
          The licenses when put into service will be amortized over a fifteen
          year period.

NOTE 5 -  LOAN RECEIVABLE

          The Loan Receivable consists of a $550,000 secured loan issued in
          conjunction with the negotiations described in Note 20A.

NOTE 6 -  BID DEPOSIT

          The Company is participating 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.

NOTE 7 -  NOTES PAYABLE

          Notes Payable consist of the following:

          (A) Notes Payable-Other in the amount of $140,000 at December 31,
          1994, and $28,000 at December 31, 1995 with interest at 9% and 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.

          (B) Notes Payable-Bridge Financing consisted of an aggregate of
          $800,000, 12% promissory notes, with principal and interest due on the
          earlier of the closing of the Public Offering or November 1, 1995.
          Payment of the notes were secured by a security interest in the
          Company's accounts receivable, a pledge of the shares of Common Stock
          of the Company owned by its officers, directors and certain
          stockholders, and was guaranteed by the Company's President. In
          connection with the bridge financing the Company issued to the
          investors an aggregate of 240,000 shares of Series A Preferred Stock
          (the "Preferred Stock") and 480,000 Series A Preferred Stock Purchase
          Warrants (the "Preferred Warrants") with a Fair Value of $511,500.
          Each investor exchanged their Preferred Stock and Preferred Warrants
          into an identical number of shares of Common Stock and Class A
          Redeemable Common Stock Purchase Warrants on the effective date of the
          Offering. These notes were paid on May 19, 1995.

          (C) On April 18, 1995, the Company entered into a financing agreement
          with a bank in the amount of $100,000. This loan is personally
          guaranteed by the Company's President, cross corporate guaranteed by
          Free Trade 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
          December 31, 1995 the balance on this loan was $75,000.

          (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

<PAGE>

                                                                         PAGE 12

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1995 AND 1994


NOTE 7 -  NOTES PAYABLE - (Continued)

          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.

          (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.

NOTE 8 -  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 December 31, 1995 and 1994.

NOTE 9 -  CAPITAL LEASE

          Capital Leases include $131,576 for equipment. Minimum future lease
          payments under capital leases as of December 31, 1995 for each of the
          next five years and in the aggregate are:

<TABLE>
                    <S>                                     <C>
                    1996                                      $50,244
                    1997                                       50,244
                    1998                                       50,244
                    1999                                       50,244
                    2000                                       38,334
                                                            ---------
                    Total Minimum Lease Payments              239,310

                    Less: Amount Representing Interest       (110,265)
                                                            ---------
                    Present Value of Net
                    Minimum Lease Payments                    129,045

                    Less: Current Maturities
                    included in Current Liabilities           (50,244)
                                                            ---------
                    Long Term Obligations Under
                    Capital Leases                            $78,801
                                                            =========
</TABLE>

          The interest rate on the capitalized lease is 29.17% and is 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 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.

<PAGE>

                                                                         PAGE 13

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1995 AND 1994


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 shares of common
          stock, 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

          A summary of the outstanding preferred stock at December 31, 1994 is
          as follows:

<TABLE>
<CAPTION>
                                                               Additional
               Series           Shares         Par Value     Paid-In Capital
               ------           ------         ---------     ---------------
               <S>              <C>               <C>            <C>
               Series A         240,000           $2,400         $485,100
</TABLE>

          The holders of preferred stock were entitled to non-cumulative
          dividends as declared by the Board of Directors at the rate of 7% per
          annum. No dividends had been declared or were payable at December 31,
          1994.

          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 Internal Revenue Regulations.
          Prior to the Acquisition, the Operating Entities elected to file
          Federal income tax returns as small business corporations under
          Section 1362 of the Internal Revenue Code (S-Corporations). Under this
          election the Operating Entities were not subject to Federal income
          taxes, but were subject to New Jersey State income taxes.

<PAGE>

                                                                         PAGE 14

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1995 AND 1994


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

NOTE 16 - MAJOR SUPPLIERS

          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's leased office and warehouse space under
          an operating lease agreement on a month to month basis. The rental
          expense for the period ended December 31, 1995 and December 31, 1994
          was $64,379 and $47,130 respectively.

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

<PAGE>

                                                                         PAGE 15

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1995 AND 1994


NOTE 17 - OPERATING LEASE - (Continued)

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

<TABLE>
          <S>                                           <C>
          1996                                          $ 60,000
          1997                                            60,000
          1998                                            60,000
          1999                                            25,000
                                                      ----------
          Total Minimum Future
          Rental Payments                               $205,000
                                                      ==========
</TABLE>

NOTE 18 - AMENDMENT TO CERTIFICATE OF INCORPORATION

          On September 27, 1994, the Board of Directors authorized the amendment
          of the Company's Certificate of Incorporation to authorize the
          issuance of 8,000,000 shares of preferred stock and increase its
          authorized shares of common stock to 42,000,000. The transaction
          became effective on November 21, 1994. The amendment was adopted in
          order to facilitate a contemplated public offering, the material terms
          of which are described in Note 2B.

NOTE 19 - STOCK OPTION PLAN

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

NOTE 20 - SUBSEQUENT EVENTS

          (A) As of December 31, 1995, the Company has loaned $550,000 to
          Threshold Communications, Inc. ( "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(R), 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. 


<PAGE>

                                                                         PAGE 16

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1995 AND 1994


NOTE 20 - SUBSEQUENT EVENTS - (Continued)

          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 to TCI and
          has guaranteed certain obligations in the amount of $739,000 for TCI.
          As of the date hereof, the Company has not entered into an agreement
          as to an acquisition or investment in TCI.

          On November 1, 1995, the Company entered into an agreement (the
          "Agreement") with TCI which superseded a prior agreement between the
          parties. Under the Agreement, in consideration of the aforesaid
          advances and qaurantees , 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.

          There can be no assurance that the Company will be able to reach an
          agreement with TCI as to an acquisition of or investment in TCI. If it
          does, which cannot be deemed to be probable at this time, there can be
          no assurance as to the terms of any such agreement. If the Company
          obtains ownership of TCI, the Company will own the lease to the radio
          paging transmission facility and the aforesaid subscriber base and
          related assets which the Company intends to use in the conduct and
          expansion of its business.

          (B) 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.

          (C) 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.

          (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. The Company has agreed 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

<PAGE>

                                                                         PAGE 17

                ELECTRONICS COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1995 AND 1994


NOTE 20 - SUBSEQUENT EVENTS - (Continued)

          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.

          (E) 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.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed by
the undersigned, thereunto duly authorized.

Dated:   September 30, 1996                 ELECTRONICS COMMUNICATIONS CORP.


                                            By:   /s/ William S. Taylor
                                               -------------------------------
                                                  William S. Taylor,
                                                  Chairman of the Board

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on behalf of the Registrant and in capacities and at the
dates indicated:

Signature                     Capacity                               Date

/s/ William S. Taylor         Chairman of the Board,          September 30, 1996
------------------------      Chief Executive Officer,
William S. Taylor             President (Principal Executive
                              and Financial Officer)


/s/ Les Winder                Executive Vice President,       September 30, 1996
------------------------      Treasurer and Director
Les Winder


/s/ Brenda Taylor             Director and Secretary          September 30, 1996
------------------------
Brenda Taylor


/s/ Andrew A. Miller          Controller                      September 30, 1996
------------------------
Andrew A. Miller


                              Director                        September __, 1996
------------------------
Mal Gurian


/s/ Robert DePalo             Director                        September 30, 1996
------------------------
Robert DePalo

                              Director                        September __, 1996
------------------------
Ira J. Tabankin