| SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS |
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| Item 2.01. |
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Completion of Acquisition or Disposition of Assets. |
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As previously reported on December 14, 2006, the Company entered into |
| definitive purchase agreements (“Agreements”) to sell two wholly-owned subsidiaries that are |
| operating as Competitive Local Exchange Carriers (“CLECs”), New Rochelle Telephone Corp. |
| and Telecarrier Services, Inc., to CYBD Acquisition, Inc. and CYBD Acquisition II, Inc., two |
| wholly-owned subsidiaries of Cyber Digital, Inc. (“Purchaser”), a publicly traded company. The |
| Company completed the sale of the CLECs on June 26, 2007, effective June 1, 2007. |
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| Item 3.02. |
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Unregistered Sales of Equity Securities. |
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| In conjunction with the disposition of assets set forth above under Item 2.01, the |
| Company sold 808,000 shares of its common stock, par value $0.10 per share, (“Common |
| Stock”) to Cyber Digital, Inc. for $275,000. The proceeds of the sale were used to retire the |
| unpaid balance of a February 2005 note due to Laurus Master Fund, Ltd. The shares were not |
| registered under the Securities Act of 1933, as amended, or any state securities laws due to |
| exemptions from registration under the Securities Act pursuant to Section 4(2). No underwriting |
| fees or commissions were paid by the Company in connection with such sale. |
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| SECTION 8 – OTHER EVENTS |
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| Item 8.01 |
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Other Events. |
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| On June 26, 2007, the Company issued a press release announcing the sale of two of its |
| wholly owned subsidiaries, New Rochelle Telephones Corp. and Telecarrier Services, Inc. A |
| copy of the press release is attached hereto as Exhibit 99.1. |
| Exhibit 99.1 |
| For Immediate Release |
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| eLEC Sells Legacy CLEC Businesses to Focus on |
| Opportunities with its Proprietary VoIP Solution |
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| WHITE PLAINS, NY, June 26, 2007 – eLEC Communications Corp. (OTCBB: ELEC) today |
| announced that it has closed on the sale of its two CLEC subsidiaries, New Rochelle Telephone Corp. |
| and Telecarrier Services, Inc., to subsidiaries of Cyber Digital, Inc. By divesting itself of its legacy |
| public switched telephone network (PSTN) based assets, eLEC has transitioned itself to a pure Internet- |
| based calling provider via its wholly-owned subsidiary, VoX Communications Corp., which is located in |
| Celebration, Florida. |
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| Paul Riss, CEO of eLEC, stated, “This divestiture transaction is significant to us in several ways. By |
| selling our CLEC subsidiaries, we are now only a facilities-based IP carrier, instead of a landline reseller, |
| and we now use exclusively our own IP technology, instead of renting someone else’s technology. We |
| are pleased that we will be able to record a gain on the sale of the subsidiaries of approximately $1.5 |
| million. In addition, as part of the transaction we sold 808,000 shares of our restricted stock at a price of |
| $0.34 per share to Cyber Digital in exchange for its assumption of an additional $275,000 in debt that we |
| were obligated to pay in full on February 8, 2008. By selling the subsidiaries and fully retiring a note |
| due in 2008, we have increased the equity section of our balance sheet by approximately $1.8 million.” |
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| VoX’s President and CIO, Mark Richards, added, “We are very pleased to announce this sale, which has |
| taken a long time to bring to fruition. This sale was always a significant step in our long-term strategic |
| plan, as we eagerly transition out of the legacy PSTN businesses into the new age of facilities-based Web |
| calling and IP services. We continue to be extremely confident in our strategic direction as VoX |
| continues to emerge as a viable technology solution that our wholesale customers can rely on. We also |
| are continuing to execute upon our strategic goal as a wholly-IP-based company by selling our own |
| products on our own technology, which furnish a global reach for our services. In addition, we are |
| continuing to attract large opportunities and have high expectations that we will be able to meet or |
| exceed our goals. We believe VoX will emerge as a leader and not a follower in the wholesale VoIP and |
| IP services market and we remain very confident in our mission.” |
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| About VoX Communications Corp. |
| VoX is a wholly-owned subsidiary of eLEC Communications Corp. (OTCBB:ELEC), which has |
| received approval to change its name to Pervasip Corp. VoX provides an integrated suite of IP- |
| based communications services and offers wholesale broadband voice, origination and |
| termination services for cable operators, carriers, ISPs, CLECs, resellers and other wireless and |
| wireline operators, as well as enhanced VoIP telephone service to the small business and |
| residential marketplace. For more information, visit www.voxcorp.net and www.pervasip.com. |
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| This press release contains statements (such as projections regarding future performance) that are |
| forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. |
| Actual results may differ materially from those projected as a result of certain risks and |
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