SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 10-K

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

                FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

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

        FOR THE TRANSITION PERIOD FROM               TO

                       COMMISSION FILE NO. 000-31359

                              CORECOMM LIMITED
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                      23-3032245
 (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)

                            110 EAST 59TH STREET
                                 26TH FLOOR
                          NEW YORK, NEW YORK 10022
                               (212) 906-8485
                     (ADDRESS, INCLUDING ZIP CODE, AND
                   TELEPHONE NUMBER, INCLUDING AREA CODE,
                OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

      SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                              (TITLE OF CLASS)

                   COMMON STOCK, PAR VALUE $.01 PER SHARE

    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. |X| Yes |_| No

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

    The aggregate market value of the Registrant's common stock held by
non-affiliates at April 10, 2001, valued in accordance with the Nasdaq
Stock Market's National Market closing sale price for the Registrant's
common stock, was approximately $42,239,848.

    Number of shares of Common Stock outstanding as at April 3, 2001:
71,244,749.



                    DOCUMENTS INCORPORATED BY REFERENCE

                                                          Part of 10-K in which
                  Document                                     Incorporated

      Definitive proxy statement for the 2001                   Part III
      Annual Meeting of the Stockholders of
      CoreComm Limited

    This Annual Report on Form 10-K for the year ended December 31, 2000,
at the time of filing with the Securities and Exchange Commission, modifies
and supersedes all prior documents filed pursuant to Section 13, 14 and
15(d) of the Securities Exchange Act of 1934 for purposes of any offers or
sales of any securities after the date of such filing pursuant to any
Registration statement or Prospectus filed pursuant to the Securities Act
of 1933 which incorporated by reference this Annual Report.

            "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
                      LITIGATION REFORM ACT OF 1995:

     Certain statements contained herein constitute "forward-looking
statements" as that term is defined under the Private Securities Litigation
Reform Act of 1995. When used herein, the words, "believe," "anticipate,"
"should," "intend," "plan," "will," "expects," "estimates," "projects,"
"positioned," "strategy," and similar expressions identify such
forward-looking statements. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of the Registrant, or industry
results, to be materially different from those contemplated or projected,
forecasted, estimated or budgeted, whether expressed or implied, by such
forward-looking statements. Such factors include, among others, the
following: general economic and business conditions, industry trends, the
Registrant's ability to continue to design, build and maintain its network,
install facilities, obtain and maintain any required government licenses or
approvals and finance construction and development, all in a timely manner,
at reasonable costs and on satisfactory terms and conditions, as well as
assumptions about customer acceptance, churn rates, overall market
penetration and competition from providers of alternative services, the
impact of new business opportunities requiring significant up-front
investment, and terms and deployment of capital.



                             TABLE OF CONTENTS

                                                                           PAGE

PART I
ITEM 1.        BUSINESS  .....................................................1
ITEM 2.        PROPERTY......................................................21
ITEM 3.        LEGAL PROCEEDINGS.............................................21
ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS...............21

PART II
ITEM 5.        MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
               STOCKHOLDER MATTERS...........................................22
ITEM 6.        SELECTED FINANCIAL DATA.......................................22
ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
               OPERATIONS AND FINANCIAL CONDITION............................24
ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....31
ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................33
ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE...........................33

PART III
ITEMS 10, 11, 12 AND 13......................................................34

PART IV
ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
               FORM 8-K......................................................34

EXHIBIT INDEX  ..............................................................35
SIGNATURES     ..............................................................41
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS..................................F-1



                                   PART I





ITEM 1. BUSINESS

   CoreComm Limited (the "Company") through various subsidiaries offers
telecommunications and Internet services to residential and business
customers. These services are provided by three separate business groups,
the residential group ("CoreComm"), the business group ("ATX") and the
Internet group ("Voyager").

    In April 2001, we completed a reevaluation of our business plan in
light of current market conditions and have made significant modifications
to our plans. We currently intend to devote our resources to the more
profitable areas of our business and substantially reduce our operations
and related costs in the other areas of our business. We expect a portion
of our residential customer base to decline over time due to a combination
of churn and a decline in new customer growth. In addition, we intend to
sell our non-CLEC assets and businesses, and we have decided to select and
retain one or more investment banks in April 2001 for the purpose of
conducting this sale. We expect to record significant charges in 2001 in
connection with these plans to reduce costs and sell non-CLEC assets and
businesses. We currently expect the charges relating to the cost reductions
and the sale of non-CLEC assets and businesses to be in excess of $100
million, substantially all of which is a non-cash charge from the write
down of intangible assets that became impaired as a result of our decision
in April 2001 to sell non-CLEC assets and businesses.

CORECOMM (RESIDENTIAL SERVICES)

    CoreComm currently offers its residential customers voice, data and
other telecommunications services.

    RESIDENTIAL PRODUCTS AND SERVICES

    In CoreComm's current service offerings, it bundles communications
products and services. CoreComm typically offers a platform of basic
services, which represents a minimum selection of services to be offered,
and then creates ways for the customers to easily and conveniently increase
the other services purchased according to their tastes.

    For example in CoreComm's current residential offering, it combines a
basic package of voice services with Internet access, which it calls the
"CoreComm Unlimited" service. Under the CoreComm Unlimited service,
customers are offered a bundled package of communications services that
includes local, long distance and Internet service. Although the details of
the offerings vary somewhat by region, the service typically includes:

    -    Local dial tone

    -    Local calls

    -    Call waiting

    -    Caller-ID

    -    Personal "800" number

    -    Premium Internet Service

    -    56K unlimited access

    -    3 e-mail addresses

    -    personal web space

    -    Long distance service option (10 cents per minute)



    Additional options and features (such as voice mail, three-way calling,
an additional line, and additional web site space) can be easily and
flexibly added to the service. The pricing for CoreComm Unlimited varies by
region, but in all areas CoreComm's price is based on the retail pricing
from the regional Bell operating company for the same local telephone
services.

    Although the specific components of CoreComm's offerings will change,
it will continue its strategy of designing marketing packages, which give
the customer flexibility and choice, with convenient ways to subscribe to
additional services.

    VOICE AND DATA SERVICES

    CoreComm currently offers the following voice, data and Internet
services to residential customers in its markets:

    -    Local Exchange Services -- including standard dial tone, local
         calling, Emergency 911 services, operator assisted calling, access
         to the long distance network, and other related services.

    -    Custom Calling Features -- including call waiting, call
         forwarding, caller ID, voice mail, conference calling and other
         enhanced features.

    -    Long Distance Services -- including 1+ interLATA calls (which are
         calls across Local Access and Transport Areas), intraLATA calls,
         international calls, 800/888/877 toll free services, calling cards
         and other related services.

    -    Internet Access Services -- including dial-up and dedicated access
         to the Internet over conventional modems and higher speed
         connections.

    OTHER RELATED SERVICES

    Cellular and Paging Services. CoreComm also offers cellular and paging
services. Although these are not core products and do not utilize
CoreComm's own networks, they are offered as an additional service for its
residential customers for added choice and convenience. CoreComm is
currently offering cellular services in Ohio and Michigan, and may choose
to add other markets in the future. CoreComm's paging service is available
nationally. CoreComm has resale agreements with the three major providers
of cellular service in Michigan and Ohio: AirTouch Cellular, GTE Mobilenet
Inc. and Ameritech Mobile Communications, Inc. In addition, CoreComm sells
retail cellular long distance telephone services to cellular customers of
various local cellular service providers who have chosen it as their long
distance service provider.

    ELECTRONIC BONDING & PROPRIETARY SYSTEMS

    CoreComm is currently bonded electronically with Ameritech and Verizon.
This electronic interface allows for more timely and accurate service
ordering and provisioning of its customers. CoreComm has real-time access
to customer information as well as real-time order entry and confirmation.
CoreComm provides service to customers through its proprietary systems,
which are designed to interface with the incumbent local exchange carriers'
systems through a variety of delivery mechanisms. CoreComm's systems and
processes have been developed to decrease the risk of human error
associated with provisioning customers by manual keying or fax.

    CoreComm's customer interface systems has been developed and continues
to be enhanced in a client/server environment that allows for flexibility
to accommodate an expanding customer base, efficient entry into new
markets, switch-based services, and rapid development of additional
functionality. CoreComm's proprietary systems handles all pre-ordering
activities, including obtaining customer service records (CSR), finding and
reserving telephone numbers, verifying customer addresses, validating due
dates, searching the incumbent local exchange carrier's switches for
feature availability (COFA), and yellow page listings.

    CoreComm's recent and ongoing enhancements to its information systems
include the following:

    -    CoreComm's Rating and Billing engines are being re-engineered for
         performance and scalability using a multi-tiered architecture.

    -    CoreComm provisioning systems for the Ameritech region have been
         enhanced to support Ameritech's five state region. CoreComm's
         service order management system has been enhanced to validate in
         real time the incumbent local exchange carrier feature
         availability, integrate the electronic generation of service order
         data, and integrate automated switch activation software for its
         Class 5 switches, all within a single system. The provisioning
         information is entered once, and it flows through CoreComm's
         internal systems, its switch, and the incumbent local exchange
         carrier systems without any manual processes.

    -    CoreComm has automated the migration processes to move customers
         from resale to "on-net" via its service order management system,
         which has been designed to eliminate any manual processes with the
         incumbent local exchange carrier.

    -    CoreComm has purchased and installed a platform for its call
         centers which has introduced skills-based routing of its inbound
         calls with CoreComm's automated attendant. This allows CoreComm to
         service its customers better by ensuring that a call is delivered
         to a customer service representative with the skills necessary to
         handle the customer.

    -    CoreComm has integrated an auto-dialer with its collections
         system, which has significantly increased collection agent
         productivity and effectiveness.

ATX (BUSINESS SERVICES)

    We acquired ATX on September 29, 2000. ATX offers its customers a full
range of high-speed communications services including long distance, local,
wireless and network services such as network data integration, Internet
access and Web consulting, development and hosting throughout the New
York-Virginia corridor. In addition, ATX offers Advanced Communications
Solutions products tailored to meet the needs of its business customers,
such as conference calling, travel services, pre-paid calling, enhanced fax
and PC-based billing. Customers are billed on a single, consolidated
invoice, delivered by traditional means or near real time Web-based billing
that allows the customer to sort the information to detail calling
patterns.

    BUSINESS PRODUCTS AND SERVICES

    ATX offers its customers, principally businesses, a full range of
broadband communications services. ATX's current product offerings include:

    LONG DISTANCE. ATX has offered switched and dedicated long distance
services since its inception in 1985. Long distance services include
inbound/outbound service, international, 800 or 888 service and calling
card telephone service. ATX currently provides intraLATA and interstate
long distance services nationwide and international termination worldwide.
ATX also offers a full line of Advanced Communications Solutions along with
long distance and Internet-based call management, traveling calling cards,
fax broadcasting, voice mail, conference calling and enhanced call routing
services.

    LOCAL. ATX's local service was introduced in April 1998. ATX captures
market share direct or as a reseller of local service and then migrates
customers on-switch to provide services on an unbundled network element
basis.

    NETWORK SERVICES. ATX offers a complete high-speed network solution to
its customers. These services include network data integration for private
line services, Internet services, Web design, development, hosting and
consulting services.

    INTERNET SERVICES. ATX utilizes a state-of-the-art network to deliver
Internet access designed for business use, ensuring high-speed, stable
connectivity to a global resource of information. ATX customers are
connected via high-speed dedicated lines, from 56K up to DS3.

    WEB SERVICES/E-COMMERCE. ATX is able to facilitate virtually every
aspect of establishing and maintaining an interactive global presence in
Web services. The various segments of Web services include Web design,
hosting, electronic commerce, Intranet development, database integration,
Internet marketing and Internet security.

    CONSULTING SERVICES, LOCAL AREA NETWORK/WIDE AREA NETWORK DATA
INTEGRATION. ATX's network services and integration unit assists
osganizations in the design, construction, implementation and management of
practical local and wide area networks. This business unit manages local
area network/wide area network data integration for private line services,
Internet network and integrated services digital network, as well as
professional consulting services and hardware/software sales. ATX develops
solutions while educating clients on specific business applications and the
technology that make them possible. Consulting services include wide area
network architecture and implementation, router and CSU configuration,
local area network switching, electronic commerce, cabling and VLAN design
and set-up.

    WIRELESS. ATX offers portable tools that enable wireless contact
throughout the United States. ATX offers wireless services primarily as a
customer retention tool, consisting of both cellular and paging service.
ATX offers digital and analog cellular services as well as ESMR service,
which is two-way radio and digital cellular service, through Nextel.

    BUSINESS SALES AND MARKETING

    The ATX sales model is based on its consultative sales approach, its
proprietary marketing and training tools, the experience of its sales
force, its "farm-team" training and career development program, and its
shared vision and incentive structure to reward individual and team
performance objectives.

    Each sale begins with an evaluative consultation that investigates the
telecom needs of the customer. The ATX sales consultant then designs a
tailored, integrated and cost-effective telecom platform that addresses the
specific customer's communications needs. The level of the sales
consultant's telecom and customer knowledge necessary to sell successfully
can be achieved only through significant training, mentoring and devotion
of corporate resources.

    ATX has an experienced and long-tenured sales force. Over 25% of ATX's
senior sales force professionals have been with ATX for more than five
years, and 18 out of 22 members of the sales management team have been
promoted from within the ATX organization. ATX's 250 sales personnel are
organized in ten teams, including sales consultants at all levels.

    CUSTOMERS AND PROPRIETARY SYSTEMS

    CUSTOMERS. Approximately ninety percent of ATX's customers are located
in the New York-Virginia corridor. No single customer represents more than
2% of total sales. These customers are typically under-served by the
incumbent local exchange carrier and value ATX's ability to provide an
integrated complement of advanced telecommunications and consulting
services on one bill. All of ATX's revenues are from end-users, with no
wholesale, carrier or reciprocal compensation revenues. In addition, a
large portion of ATX's customers are in industries, such as health
services, insurance, legal services, banking and transportation, that have
a high demand for data intensive and comprehensive telecommunication
services.

    MANAGEMENT INFORMATION SYSTEMS. ATX has invested in the construction of
a series of proprietary software applications and an extensive corporate
Intranet in its efforts to achieve a paperless work environment in which
all job critical information is readily available online. ATX's employees
can use the corporate Intranet to access detailed product and corporate
information, industry research and updates, competitive intelligence files,
online training and certification, calendars, a personnel directory,
community activities, philanthropic organizations, and other important
content from the convenience of their desktops. Online forms and
sophisticated e-mail applications have further increased productivity by
enhancing communications at ATX.

    ATX currently utilizes internally developed proprietary systems for
integrated order management and provisioning, as well as for customer
relations management. For billing, ATX uses a combination of an external
service bureau and proprietary software.

VOYAGER (INTERNET SERVICES)

    We acquired Voyager on September 29, 2000. Voyager is a large Internet
communications company focused in the Midwestern United States. Voyager
provides high-speed data communications services and Internet access to
residential and business subscribers. Services include providing dedicated
telecommunications services to business, cable modem access, dial-up
Internet access, Web-hosting, electronic commerce, situating servers at a
common location and long distance phone services. Voyager operates the
largest dial-up Internet network in the Midwest in terms of geographic
coverage, with approximately 150 Voyager-owned points of presence in
Michigan, Wisconsin, Ohio, Illinois, Indiana and Minnesota. Voyager has
competitive local exchange carrier status in Michigan, Ohio, Indiana and
Wisconsin.

    INTERNET PRODUCTS AND SERVICES

    INTERNET ACCESS SERVICES. Voyager offers Internet access services to
residential subscribers and dedicated, web hosting, and dial-up Internet
access to business customers. By selecting between the various types of
access services and pricing plans available, subscribers can select
services that fit their specific needs.

    Dial-up Access. Voyager's residential access services are designed to
provide subscribers with reliable Internet access through standard dial-up
modems. Voyager's dial-up Internet access service includes:

    -    local access numbers;

    -    personal Web space;

    -    multiple e-mail accounts;

    -    toll-free customer support;

    -    light usage plans; and

    -    Internet chat and news groups.

    Voyager also offers prepaid plans for quarterly, semi-annual and annual
access. A majority of its residential subscribers pay their monthly fee
automatically by a pre-authorized monthly charge to their credit card.
Additional service options include Web content filter service, e-mail alias
(forwarding) and national toll-free roaming service.

   Dedicated Access. Voyager offers high-speed dedicated connections to
both business and residential subscribers at a range of speeds using
traditional telecommunications lines and frame relay communications
services for those customers requiring greater speed and reliability.

   Cable Modems. Through a reseller arrangement with Millennium Digital
Media Systems, L.L.C., Voyager offers high-speed Internet access in certain
locations through the use of modems integrated with local cable television
networks and provides the technical and billing support to this
fast-growing segment of the Internet access business.

   WEB SERVICES. Voyager's Web services help organizations and individuals
implement their Web site and e-commerce goals. Voyager offers various Web
hosting and other services that enable customers to establish a Web site
presence without maintaining their own Web servers and high-speed
connectivity to the Internet.

   Web Hosting. Voyager offers a diverse range of shared, dedicated and
co-location Web hosting services for small and medium businesses. Voyager's
Web hosting service includes state-of-the-art Web servers, high-speed
connections to the Internet at its network operations centers, and
registration of Voyager's customers' domain name and Internet address.
Voyager also offers Web page design, development, maintenance and traffic
reporting and consulting services.

   Co-location. Voyager offers co-location services, providing
telecommunications facilities for customer-owned Web servers, for customers
who prefer to own and have physical access to their servers but require the
reliability, security and performance of its on-site facilities. Voyager's
co-location customers house their equipment at Voyager's secure network
operating centers and receive direct high-speed connections to the
Internet.

   E-commerce. Voyager has launched a suite of Web hosting and e-commerce
solutions that enable businesses to easily and affordably create Web sites
and sell their products and services over the Internet. The product suite
includes EasyWeb, which allows a business to quickly create a Web site
online through a series of menu-driven screens and templates, and EasyShop,
a comprehensive e-commerce solution, which allows businesses to accept
real-time credit card purchases via their Web site.

    Local Content. The Voyager portal is a web site including personalized
local news and weather, sports, entertainment, finance, stock quotes,
shopping, classifieds and chat services for Voyager customers. Content is
automatically tailored to individual customers using a database driven
process that presents customers with location-specific information.
Customers can also customize the layout and specific content options
available to them. Content is made available through revenue sharing and
co-branding agreements with organizations including CMGI Inc.'s MyWay.com,
Wizshop.com, Amazon.com, and local media. Customers access the portal page
at www.voyager.net.

   OTHER SERVICES AND OFFERINGS. Voyager also offers other enhanced
communications services to meet the one-stop shopping demands of
residential and business customers.

    Virtual Private Networks. Voyager's custom virtual private networks
solutions enable its customers to deploy tailored, Internet protocol-based
mission-critical business applications for internal enterprise,
business-to-business and business-to-customer data communications on its
network while also affording high-speed access to the Internet. Voyager
offers its customers a secure network on which to communicate and access
information between an organization's geographically dispersed locations,
collaborate with external groups or individuals, including customers,
suppliers, and other business partners and use the Web to access
information on the Internet and communicate with other Web users.

   Long Distance and other Telecommunications. Voyager currently resells
long distance telecommunications services as well as an 800 service,
calling cards and prepaid cards to its Internet customers through its
VoyagerLink operations. Voyager currently offers this interstate and
intrastate long-distance service to its customers at a fixed rate per
minute, with no set-up or monthly charges. Voyager also has begun offering
bundled voice and data services to customers who seek Internet access and
telecommunications services from a single source.

     INTERNET SALES AND MARKETING

     MARKETING. Voyager's marketing philosophy is based on the belief that
a consumer's selection of an Internet service provider is often strongly
influenced by a personal referral. Accordingly, Voyager believes that the
customer satisfaction of its subscriber base has led to significant
word-of-mouth referrals. Voyager's referral incentive program awards
subscribers one month of free service for every customer referred. As a
result, over 70% of new sign-ups come from existing subscriber referrals.
Voyager's proprietary customer care and billing system automatically tracks
and credits the subscriber's account, thus providing Voyager with valuable
marketing information and flexibility with this program. Voyager also
markets its services through strategic relationships with value added
resellers in the local communities, such as computer stores, trade
associations, unions, Web development companies, local area network
administrators and other retail stores which represent and promote Voyager
on a commission basis. These relationships are a significant source of new
customers. Voyager does not use mass marketing media as a major source of
acquiring new customers, but instead believes that by providing superior
customer service and developing strong relationships within local
communities, particularly in small- and medium-sized markets, Voyager can
continue to grow at rates greater than the industry average with very low
costs per new customer acquired.

    WEB-BASED MARKETING. Voyager maintains a Web site (www.voyager.net)
that provides Internet users with the opportunity to learn about Voyager
and enroll in one of its Internet access service plans. Upon viewing
information on Voyager's services, potential customers can either subscribe
online or contact a customer support employee for enrollment. Customers who
sign up online or through Voyager's toll-free number have their accounts
created immediately and are thus able to use their accounts within minutes
of account activation.

    FREE CDS AND DISKETTES. Upon the request of prospective customers,
Voyager distributes free software via CD and diskettes that contain both
the Netscape browser software for Windows 95, Windows 3.1 and Macintosh as
well as Microsoft's Internet Explorer 4.0. The software is configured to
facilitate installation and connection to a Voyager point of presence.
Individuals receiving the CD or diskettes have the opportunity to obtain
the free browser software contained on the CD by opening an account with
Voyager, either online or via a toll-free telephone number. New customers
can be online in a matter of minutes after opening an account online or by
calling Voyager's toll-free telephone number.

    BUSINESS SALES AND SUPPORT. Voyager has a business sales and support
team dedicated to selling and providing customized support to its growing
small- and medium-sized business customers. Voyager's business teams
include support personnel located throughout its target region. This strong
local presence allows it to meet face-to-face with its business customers
to evaluate their needs and respond with customized solutions. Voyager's
locally-based sales and support teams are supported by additional network
engineers at its headquarters for trouble-shooting on specific problems.

    CUSTOMER SERVICE AND TECHNICAL SUPPORT

    Voyager provides its customer service and technical support through two
large call centers located in East Lansing, Michigan and New Berlin,
Wisconsin. Voyager provides 100% of its customer care internally and does
not outsource any customer operations to third party providers. Voyager has
staffed its call centers with over 260 employees, or more than 50% of its
workforce. Voyager's two main centers are fully-integrated so that both
centers can handle calls from subscribers located anywhere within the
region. This interoperability allows Voyager to more efficiently handle
support calls, thus reducing telephone hold times. Voyager has upgraded its
phone system that routes calls, tracks important call-in data,
automatically answers certain questions and moves customers quickly through
the call-in process. Its comprehensive staff training program and incentive
compensation program linked to customer satisfaction has led to significant
improvements in the time required to move subscribers through the various
calling queues. In addition to using Voyager's call centers, subscribers
can also e-mail questions directly to technical support staff, as well as
find solutions online through the use of the tutorials found at Voyager's
Web site. Voyager's free Internet training and educational classes within
its markets also allow its customers and potential subscribers to ask
questions about the Internet and Voyager's services.

    NETWORK AND TECHNOLOGY

    NETWORK INFRASTRUCTURE. Voyager designed and built its network to
specifically service Internet (data) traffic. The network is comprised
primarily of the latest Cisco Systems and Juniper Networks routing and
switching equipment, which provides a common platform for increased
flexibility and maintenance while allowing for the use of advanced routing
protocols to quickly and dependably deliver customer traffic. Voyager has
two network operating centers to oversee traffic flows and general network
operations, as opposed to a single network operating center as found in
many national networks, which helps create redundancy and ensures a secure
and reliable network. Voyager is continuously improving its network
infrastructure and connectivity costs through its relationships with
incumbent local exchange carriers such as Ameritech Corporation and GTE
Corporation as well as with competitive local exchange carriers such as
Brooks Fiber (MCI WorldCom), Phone Michigan (McLeodUSA), Time Warner, Coast
to Coast and Focal Communications.

    Voyager's points of presence are linked to regional network points, or
hubs, which are its two network operating centers. These network points are
linked to the Internet by fiber optic connections and employ asynchronous
transfer mode, frame relay and other methods of handling traffic
efficiently. Interlinked network points allow Internet users to access
sites located on other network points. In the event that one of its
subscribers wishes to access a Web site that is located on another service
provider's network, data is directed to a network access point where
information sharing is conducted under arrangements known as peering. The
flow of information across a network access point allows information to be
downloaded from one service provider's network to a subscriber on another
service provider's network.

    POINTS OF PRESENCE. Voyager's approximately 150 dial-in points of
presence primarily utilize digital access servers manufactured by 3Com
Corporation and Lucent Technologies, Inc. These servers allow for a variety
of customer connections from standard dial-up to traditional
telecommunications lines, including integrated digital services network.
Voyager's network has been reconfigured to include redundant data circuits
which will automatically route customer traffic in the event of a failure.
Voyager's network topology offers high levels of performance and security.
Through various relationships with competitive local exchange carriers,
Voyager has been able to reduce the overall number of points of presence by
consolidating several of them into "SuperPOPs" with expanded calling areas.
The SuperPOP allows Voyager to consolidate its equipment into one large
modem bank and eliminate various telecommunication links from its points of
presence back to the network operating center, thereby creating enhanced
network reliability and reducing telecommunication costs. Voyager has
worked with its providers to create additional SuperPOPs and Voyager
intends to explore opportunities to create additional SuperPOPs in the
future.

    NETWORK OPERATION CENTERS. Voyager has two main network operation
centers, or hubs, in East Lansing, Michigan and New Berlin, Wisconsin.
These two hubs house all of its internal network equipment, including
servers, routers, mail, hosting and disk arrays, as well as its main
routing equipment and connection to the Internet. The two hubs have been
interconnected to provide redundancy and to ensure the highest quality
network. The hubs are monitored on a 24 hours per day, seven days per week
basis in order to provide the highest level of network performance.

    PEERING RELATIONSHIPS. Peering is the act of exchanging data across
networks, typically at specific, discrete locations. By allowing separate
networks to exchange data, users on a particular Internet service
provider's network are able to access information and communicate with
users on another provider's network. Many formal peering points exist where
several dozen Internet service providers and other providers exchange data,
including network access points. Internet service providers can also run
connections to peer with several different providers, known as multihoming.
Multihoming allows an Internet service provider to provide better service,
as inbound and outbound data can go over different routes if a particular
network is overloaded. Voyager has relationships at multiple points with
several different organizations, including Verio, Inc. in Ann Arbor,
Michigan, NAP.net in Chicago, Illinois and MCI and Savvis in Kalamazoo,
Michigan, thus building in network redundancy that allows for better
connectivity for its customers.

    INTEGRATING ACQUIRED NETWORKS. One of Voyager's tasks is to configure
the acquired equipment and network into its regional Internet-based
network. Voyager has taken steps to gain scale economies by eliminating
redundant and expensive Internet connectivity and better utilizing
Voyager's current infrastructure. Its integration plan calls for connecting
the acquired points of presence directly to its network at the most cost
effective point and eliminating duplicate Internet telecommunication costs.
Voyager typically connects within three to six months after the acquisition
so as to allow for a prompt yet smooth integration of the acquired networks
and to reduce service disruptions.

    INTELLECTUAL PROPERTY

    Voyager has developed and acquired certain proprietary rights for which
it has sought and will continue to seek federal, state and local
protection. Voyager relies on a combination of copyright, trademark and
trade secret laws to protect its proprietary rights, particularly related
to its names and logos. "Voyager.net" and the associated logo are names and
marks which belong to Voyager. In addition, Voyager has registered
VoyagerLink and several other names, marks and logos, and has additional
registrations pending for names and marks, under which it does business at
local levels within its region. An integral part of its successful business
strategy is its proprietary Web-based customer care and billing system.
Voyager is exploring whether to seek patent protection with respect to this
customer care system and will act accordingly. Voyager has each of its
employees enter into an inventions agreement under which each agrees that
any intellectual property rights developed while in Voyager's employment
belong to Voyager. Voyager cannot assure you that the steps taken by it to
protect its proprietary rights will be adequate to prevent misappropriation
of its technology or that third parties, including competitors, will not
independently develop technologies that are substantially equivalent or
superior to its proprietary technology.

    In connection with the delivery of its access and other services,
Voyager relies on the use of products of software manufacturers that it
bundles in its software for users with personal computers operating on the
Windows or Macintosh platforms. While some of the applications included in
its start-up kit for access service subscribers are shareware that it has
obtained permission to distribute or that are otherwise in the public
domain and freely distributable, certain other applications included in the
start-up kit have been licensed where necessary. Voyager currently intends
to maintain or negotiate renewals of all existing software licenses and
authorizations as necessary, although Voyager cannot be certain that such
renewals will be available to it on acceptable terms, if at all. Voyager
may also enter into licensing arrangements in the future for other
applications.

COMPETITION

   The telecommunications industry and all of its segments are highly
competitive and many of our existing and potential competitors have greater
financial, marketing, technical and other resources than we do. Competition
for our products and services is based on price, quality, network
reliability, service features and responsiveness to customers' needs.

COMPETITIVE LOCAL EXCHANGE CARRIER

    In each of our markets, we face competition from incumbent local
exchange carriers, including Ameritech and Verizon, as well as other
providers of telecommunications services, other competitive local exchange
carriers and cable television companies. In the local exchange markets, our
principal competitor will be the incumbent local exchange carriers. We also
face competition or prospective competition from one or more competitive
local exchange carriers. For example the following companies have each
begun to offer local telecommunications services in major U.S. markets
using their own facilities or by resale of the incumbent local exchange
carrier's services or other providers' services: AT&T, MCI WorldCom, ICG,
XO Communications and Sprint.

    Some of our competitors, including AT&T, MCI WorldCom and Sprint, have
entered into interconnection agreements with Ameritech in states in which
we operate. These competitors either have begun or in the near future
likely will begin offering local exchange service in those states. In
addition to these long distance service providers and existing competitive
local exchange carriers, entities that currently offer or are potentially
capable of offering switched telecommunications services include:

    -    wireless telephone system operators;

    -    large customers who build private networks;

    -    cable television companies; and

    -    other utilities.

   Competition in our competitive local exchange carrier business will
continue to intensify in the future due to the increase in the size,
resources and number of market participants. Many facilities-based
competitive local exchange carriers have committed substantial resources to
building their networks or to purchasing competitive local exchange
carriers or inter-exchange carriers with complementary facilities. By
building or purchasing a network or entering into interconnection
agreements or resale agreements with incumbent local exchange carriers,
including regional Bell operating companies and inter-exchange carriers, a
provider can offer single source local and long distance services similar
to those offered by us. Such additional alternatives may provide such
competitors with greater flexibility and a lower cost structure than ours.
Some of these competitive local exchange carriers and other
facilities-based providers of local exchange service are acquiring or being
acquired by inter-exchange carriers. These combined entities may provide a
bundled package of telecommunications products, including local and long
distance telephony, that is in direct competition with the products offered
or planned to be offered by us.

INTERNET

    The Internet services market is also extremely competitive. We compete
directly or indirectly with the following categories of companies:

    -    established online services, such as America Online, the Microsoft
         Network and Prodigy;

    -    local, regional and national Internet service providers, such as
         Earthlink/MindSpring and Internet America;

    -    national telecommunications companies, such as AT&T and MCI;

    -    providers of Web hosting, co-location and other Internet-based
         business services, such as Verio, Inc.;

    -    computer hardware and software and other technology companies that
         provide Internet connectivity with their products, including IBM
         and Microsoft Corporation;

    -    national long distance carriers such as AT&T Corporation, MCI
         WorldCom and Sprint Corporation;

    -    regional Bell operating companies, such as Bell Atlantic, now
         Verizon, and Ameritech, and local telephone companies;

    -    cable operators, including Tele-Communications, Inc. and Time
         Warner Cable;

    -    nonprofit or educational Internet service providers; and

    -    online cable services, such as Excite@Home and Roadrunner.

        We believe that the primary competitive factors determining success
as an Internet service provider are:

    -    accessibility and performance of service;

    -    quality customer support;

    -    price;

    -    access speed;

    -    brand awareness;

    -    ease of use; and

    -    scope of geographic coverage.


   Many of the major cable companies and some other Internet access
providers offer Internet connectivity through the use of cable modems.
Other alternative service companies have also announced plans to enter the
Internet connectivity market with various wireless terrestrial and
satellite-based service technologies. In addition, several competitive
local exchange carriers and other Internet access providers have launched
national or regional digital subscriber line programs providing high speed
Internet access using the existing copper telephone infrastructure. Several
of these competitive local exchange carriers have announced strategic
alliances with local, regional and national Internet service providers to
provide broadband Internet access. We also believe that manufacturers of
computer hardware and software products, media and telecommunications
companies and others will continue to enter the Internet services market,
which will also intensify competition. Any of these developments could
materially and adversely affect our business, operating results and
financial condition.

   Competition will increase as large diversified telecommunications and
media companies acquire Internet service providers and as Internet service
providers consolidate into larger, more competitive companies. Diversified
competitors may bundle other services and products with Internet
connectivity services, potentially placing us at a significant competitive
disadvantage. As a result, our businesses may suffer.

   Our DSL service offering also faces competition from the traditional
telephone companies, cable modem service providers, competitive
telecommunications companies, traditional and new national long distance
carriers, other Internet service providers, online service providers and
wireless and satellite service providers.


CUSTOMER DEPENDENCE AND SEASONALITY

    We do not depend upon any single customer for any significant portion
of our business. Neither our business nor the telecommunications industry
are generally characterized as having a material seasonal element, and we
do not expect our business or the industry to become seasonal in the
foreseeable future.

EMPLOYEES

    As of December 31, 2000, we had an aggregate of approximately 2,020
employees. As of March 31, 2001, we had reduced the number of employees to
approximately 1,760 as a cost saving measure. None of our employees are
represented by any labor organization. We believe that our relationship
with our employees is excellent.


REGULATION

OVERVIEW

    The telecommunications services we provide are subject to regulation by
federal, state and local government agencies. The following summary does
not purport to describe all current and proposed regulations and laws
affecting the telecommunications industry. Other existing federal and state
regulations and legislation are the subject of judicial proceedings,
legislative hearings and administrative proposals, which could change in
varying degrees the manner in which this industry operates. Neither the
outcome of these proceedings nor their impact on the telecommunications
industry or our business can be determined at this time. Future federal or
state regulations and legislation may be less favorable to us than current
regulation and legislation and therefore may have a material and adverse
impact on our business and financial prospects. In addition, we may expend
significant financial and managerial resources to participate in
proceedings setting rules at either the federal or state level, without
achieving a favorable result.

    At the federal level, the FCC has jurisdiction over interstate and
international services and interstate services are communications that
originate in one state and terminate in another. Intrastate services are
communications that originate and terminate in a single state and state
public service commissions exercise jurisdiction over intrastate services.
Municipalities and other local government agencies may also regulate
limited aspects of our business, such as use of government-owned
rights-of-way and construction permits. Our networks are also subject to
numerous local regulations such as building codes, franchise and
right-of-way licensing requirements.

TELECOMMUNICATIONS ACT OF 1996

    The federal Telecommunications Act, enacted in 1996, has resulted and
will continue to result in substantial changes in the marketplace for
telecommunications services. These changes include, at present, opening
local exchange services to competition and, in the future, a substantial
increase in the addressable services for us. Among its more significant
provisions, the Telecommunications Act:

       o   removes legal barriers to entry into all telecommunications
           services, such as long distance and local exchange services;

       o   requires incumbent local exchange carriers (e.g., Ameritech or
           Bell Atlantic) to "interconnect" with and provide services for
           resale by competitors;

       o   permits incumbent local exchange carriers, including Bell
           regional operating companies in some circumstances to enter into
           new markets, such as long distance and cable television;

       o   relaxes regulation of telecommunications services provided by
           incumbent local exchange carriers and all other
           telecommunications service providers; and

       o   directs the FCC to establish an explicit subsidy mechanism for
           the preservation of universal service.

    The FCC was also directed by Congress to revise and make explicit
subsidies inherent in the access charges paid by interexchange carriers for
use of local exchange carriers' services.


REMOVAL OF ENTRY BARRIERS

    The provisions of the Telecommunications Act should enable us to
provide a full range of local telecommunications services in any state.
Although we will be required to obtain certification from state public
service commissions in almost all cases, the Telecommunications Act should
limit substantially the ability of a state public service commission to
deny a request for certification. The provisions of the Telecommunications
Act also reduce the barriers to entry by other potential competitors and
therefore increase the level of competition we will likely face in all
markets affected by the Act. Please refer to the section entitled
"Business--Competition."

INTERCONNECTION WITH LOCAL EXCHANGE CARRIER FACILITIES

    A company cannot compete effectively with the ILECs in the switched
local telephone services market unless it is able to connect its facilities
with the ILEC's facilities and obtain access to certain essential services
and resources under reasonable rates, terms and conditions. The
Telecommunications Act imposes a number of access and interconnection
requirements on all local exchange providers, including CLECs, with
additional requirements imposed on non-rural ILECs. These requirements are
intended to provide access to certain networks under reasonable rates,
terms and conditions. Specifically, ILECs must provide the following:

    UNBUNDLING OF NETWORK ELEMENTS. ILECs must offer access to various
unbundled elements of their network. This requirement allows new
competitors such as us to purchase at cost-based rates elements of an
ILEC's network that may be necessary to provide service to our customers.

    DIALING PARITY. All local exchange carriers must provide dialing
parity, which means that a customer calling to or from a CLEC network
cannot be required to dial more digits than is required for a comparable
call originating and terminating on the ILEC's network.

    TELEPHONE NUMBER PORTABILITY. Telephone number portability enables a
customer to keep the same telephone number when the customer switches local
exchange carriers.

    RECIPROCAL COMPENSATION. The duty to provide reciprocal compensation
means that local exchange carriers must terminate calls that originate on
competing networks in exchange for a given level of compensation and that
they are entitled to termination of calls that originate on their network,
for which they must pay a given level of compensation.

    RESALE. All local exchange carriers generally may not prohibit or place
unreasonable restrictions on the resale of their services, including
advanced services such as xDSL. In addition, ILECs must offer local
exchange services to resellers at a wholesale rate that is less than the
retail rate charged to end users.

    COLLOCATION. Subject to space and equipment use limitations, ILECs must
permit CLECs to install and maintain certain types of their own network
equipment in ILECs' central offices and remote terminals. The rates, terms
and conditions are subject to negotiation and, failing agreement, to
arbitration before state public utilities commissions.

    ACCESS TO RIGHTS-OF-WAY. All ILECs, CLECs and certain other utilities
must provide access to their poles, ducts, conduits and rights-of-way on a
reasonable, nondiscriminatory basis to telecommunications carriers.

    ILECs are required to negotiate in good faith with other carriers that
request any or all of the arrangements discussed above. If a requesting
carrier is unable to reach agreement with the ILEC within a prescribed
time, either carrier may request arbitration by the applicable state
commission.

    The rates charged by incumbent local exchange carriers for
interconnection and unbundled network elements must be calculated using a
forward-looking, incremental cost methodology, and my vary greatly from
state to state. These rates must be approved by state regulatory
commissions, which often follows a lengthy and expensive negotiation,
arbitration, and review process. Recurring and non-recurring charges for
telephone lines and other unbundled network elements may change based on
the rates proposed by ILECs and approved by state regulatory commissions
from time to time, which creates uncertainty about how interconnection and
unbundled element rates will be determined in the future and which could
have an adverse effect on our operations.

    In January 1999, the United States Supreme Court upheld the FCC's
authority to adopt national pricing rules for interconnection services,
unbundled network elements, and resale competitive local exchange carriers.
The Supreme Court left open, however, the question of the legality of the
total element long-run incremental pricing methodology adopted by the FCC.
On July 18, 2000, the United States Court of Appeals for the Eighth Circuit
vacated and remanded several of the FCC's pricing rules, which would
require the FCC to implement a new pricing methodology that may be less
favorable to competitive local exchange carriers, For example, the Eighth
Circuit overturned the FCC's pricing rule that required the total element
long-run incremental cost of an element to be measured based on the used of
the "most efficient telecommunications technology currently available and
the lowest cost network configuration." The Eighth Circuit did, however,
find that the use of a forward-looking incremental cost methodology is
reasonable. Portions of the Eight Circuit's July 2000 ruling have been
appealed to the Supreme Court, which has decided to hear the appeal in its
term beginning in October 2001. Pursuant to requests made by the FCC and
the Justice Department, the Eighth Circuit had stayed aspects of its
decision pending a final ruling from the Supreme Court.

    While the Telecommunications Act generally requires ILECs to offer
interconnection, unbundled network elements and resold services to CLECs,
ILEC-to-CLEC interconnection agreements may have short terms, requiring the
CLEC to renegotiate the agreements. ILECs may not provide timely
provisioning or adequate service quality, thereby impairing a CLEC's
reputation with customers who can easily switch back to the ILEC.

    In February 1999, the FCC determined that calls to ISPs are interstate
in nature, thus falling under the FCC's jurisdiction and outside of the
scope of the Telecommunications Act's reciprocal compensation requirements.
The FCC initiated a review of compensation arrangements for calls to ISPs
but states that, in the meantime, parties may voluntarily include
reciprocal compensation provisions in their interconnections agreements and
that state commissions may order compensation for termination of ISP calls.
Many states decided to leave intact existing decisions in favor of
reciprocal compensation for ISP provider-bound calls. On March 24, 2000,
the U.S. Court of Appeals for the D.C. Circuit overturned the FCC's
decision that calls to Internet service providers are not local. The court
found that the FCC had failed to explain adequately its determination that
a call does not "terminate" at an ISP merely because the ISPs then
originate further telecommunications that extend beyond state boundaries.
In response to this court ruling, the FCC could restate its original
jurisdictional conclusion, it could determine that calls to ISPs are local,
or it could create a new classification for them. If it concludes that such
calls are local, competitive local exchange carriers could be entitled to
reciprocal compensation under the Telecommunications Act for terminating
ISP-bound traffic, which could have a favorable impact on our revenues.
Such a decision, however, could also potentially lead to more state control
over Internet-related services, which could have a negative effect on our
roll out of such services.

    Several ILECs have filed petitions at the FCC and have initiated
legislative efforts to effect a waiver of the obligation to unbundle and
offer services for resale with regard to high-speed data or "advanced"
services. In addition, certain ILECs are seeking to provide these services
on an interLATA (long distance) basis before they have been granted
approval by the FCC pursuant to Section 271 of the Communications Act to
enter the long distance market. Permitting ILECs to provision data services
through separate affiliates with fewer regulatory requirements could have a
material adverse impact on our ability to compete in the data services
sector. The FCC also imposed conditions on the merger of SBC with Ameritech
in October 1999and on the merger of Bell Atlantic and GTE in June 2000 that
permit the provisioning of advanced data services via separate subsidiaries
under various requirements, some of which expire in the near term. On
January 9, 2001 the D.C. Circuit vacated portions of the Ameritech/SBC
merger order, holding that the FCC could not allow the merged company to
avoid statutory resale obligations by providing services through a separate
subsidiary. We cannot predict whether these requirements are enforceable,
nor whether they will deter anti-competitive behavior if they are
enforceable. Bell Atlantic's, now Verizon's, application for long distance
service in New York and SBC's application for long distance in Texas,
Kansas and Oklahoma have been approved subject to similar separate
subsidiary provisions. These areas of regulation are subject to change
through additional proceedings at the FCC or upon further judicial review.

    The FCC has adopted rules requiring incumbent local exchange carriers
to provide collocation to competitive local exchange carriers for the
purpose of interconnecting their competing networks. Under the rules
adopted by the Local Competition Orders incumbent local exchange carriers
are required to provide either physical collocation or virtual collocation
at their switching offices. FCC rules make it easier and less expensive for
competitive local exchange carriers to obtain collocation at incumbent
local exchange carrier central offices by, among other things, restricting
the local exchange carriers' ability to prevent certain types of equipment
from being collocated and requiring incumbent local exchange carriers to
offer alternative collocation arrangements to competitive local exchange
carriers. On March 17, 2000, however, the U.S. Court of Appeals for the
D.C. Circuit overturned several of these collocation rules finding that the
FCC had failed to make a determination about whether all the types of
equipment incumbent local exchange carriers are required to collocate is
"necessary" for interconnection or access to separate elements. According
to the court, such a determination is required under the Telecommunications
Act. The court also rejected other FCC rules that permit competitive local
exchange carriers to cross-connect their equipment in any unused space in
an incumbent local exchange carrier central office. The court stated that
the FCC failed to explain how cross-connects between competitive local
exchange carriers are necessary for interconnection with or access to the
separate elements of the incumbent local exchange carriers. The immediate
impact of these rulings is that incumbent local exchange carriers may seek
to hinder physical collocation, driving up collocation costs. The FCC will
have the opportunity to offer explanations for its decisions, but these
explanations may not be issued in the near future. The March 17, 2000 order
did uphold FCC rules regarding cost allocation and imposing the requirement
that incumbent local exchange carriers provide cageless and adjacent
collocation.

    While ultimately the FCC could provide reasoned explanations for its
current collocation requirements, the uncertainty created by this court
decision could provide incumbent local exchange carriers with a basis for
refusing to collocated multi-function equipment or provide collocation in a
timely and efficient manner. This could have a negative impact on our
network deployment plans.

    On December 9, 1999, the FCC released its line sharing order that
requires ILECs to offer line sharing as an unbundled network element by
June 6, 2000. Line sharing permits CLECs to use a customer's existing line
to provide DSL services while the ILEC continues to use the same line to
provide voice service. Prices for line sharing will be set by the states
based on a cost methodology adopted by the FCC. The decision has been
appealed. In the meantime, a number of Bell regional operating companies
have reached agreements to provide line sharing at no or at very low cost,
subject to a true-up once the applicable state commission sets a price.
These cost-based line sharing charges may improve the business outlook for
our Internet-related products and services initiatives.

    SBC, through its Project Pronto, is changing its network architecture.
These changes may have an impact on CoreComm's ability to interconnect and
collocate for the provision of DSL Services. One of the changes is the
replacement of copper lines with fiber lines in certain parts of the SBC
network. Currently, many types of DSL services can be transmitted only over
copper lines. Another change involves a reduction in the size of remote
terminal facilities in SBC's network. This limits the space available for
CoreComm and other providers to place their DSL equipment in those remote
terminal facilities. SBC may also be deploying DSL-related equipment that
is not compatible for interconnection with competitors' DSL equipment.

    In addition to requiring the incumbent local exchange carriers to open
their networks to competitors and reducing the level of regulation
applicable to competitive local exchange carriers, the Telecommunications
Act also reduces the level of regulation that applies to the incumbent
local exchange carriers, thereby increasing their ability to respond
quickly in a competitive market. For example, the FCC has applied
"streamlined" tariff regulation of the incumbent local exchange carriers,
which shortens the requisite waiting period before which tariff changes may
take effect. These developments enable the incumbent local exchange
carriers to change rates more quickly in response to competitive pressures.
The FCC has also adopted heightened price flexibility for the incumbent
local exchange carriers, subject to specified caps. If exercised by the
incumbent local exchange carriers, this flexibility may decrease CoreComm's
ability to compete effectively with the incumbent local exchange carriers
in its markets.

    The Telecommunications Act also gives the FCC authority to decide to
forebear from regulating carriers if it believes regulation would not serve
the public interest. The FCC is charged with reviewing its regulations for
continued relevance on a regular basis. As a result of this mandate, a
number of regulations that apply to competitive local exchange carriers
have been, and others may in the future be, eliminated. We cannot, however,
guarantee that any regulations that are now or will in the future be
applicable to us will be eliminated.

    Congress this term may consider a number of bills that would deregulate
to various degrees the provision of long distance and advanced services by
ILECs. These regulatory or legislative outcomes could have an adverse
effect on our ability to obtain access to the network elements necessary
for the provision of advanced services to our customers or to compete with
ILECs in the provision of such services.

LOCAL EXCHANGE CARRIER ENTRY INTO NEW MARKETS

    Our principal competitor in each market we enter is the ILEC. Certain
of these carriers, the RBOCs are currently permitted to provide long
distance services to customers outside of their local service areas and in
conjunction with their mobile telephone service offers, but they are
prohibited from providing long distance services that originated in that
states where they provide local telephone service, which is referred to as
in-region long distance service. Section 271 of the Telecommunications Act
established procedures under which RBOCs can provide in-region long
distance services in a state after receiving approval from the FCC. To
obtain approval, the RBOC must comply with a competitive checklist that
incorporates, among other things, the interconnection requirements
discussed above. Please refer to the section entitled "--Interconnection
with Local Exchange Carrier Facilities." RBOCs are currently permitted to
provide landline long distance services to customers outside of their local
service areas and in conjunction with their mobile telephone service
offerings.

         Approval from the FCC under Section 271 will enable a RBOC to
provide customers with a full range of local and long distance
telecommunications services. The provision of landline long distance
services by RBOCs is expected to reduce the market share of the major long
distance carriers, which may be significant customers of our services.
Consequently, the entry of the RBOCs into the long distance market may have
adverse consequences on the ability of CLECs both to generate access
revenues from the IXCs and to compete in offering a package of local and
long distance services. On December 22, 1999, the FCC approved an
application filed by Bell Atlantic, now Verizon, seeking authority to begin
providing long distance services to customers located in the State of New
York. This action represents the first Section 271 approval by the FCC,
which on June 30, 2000, also approved SBC's application for Section 271
authority in Texas. We anticipate that Verizon, SBC and other RBOCs will
soon initiate similar proceedings to obtain long distance service authority
in other state in which we operate or plan to operate. For example, Verizon
already has begun the necessary regulatory review process in the
Commonwealth of Massachusetts.

COMPETITIVE LOCAL EXCHANGE CARRIER INTERSTATE ACCESS CHARGES

     In addition to charging other carriers reciprocal compensation for
terminating local traffic, CoreComm also collects access charges from
carriers for originating and terminating inter-exchange traffic. Some
inter-exchange carriers, including AT&T and Sprint, have challenged the
switched access rates of certain competitive local exchange carriers, and
have withheld some payments for the switched access services that they
continue to receive. Although no formal complaints have been filed against
us, AT&T and Sprint have filed complaints against other competitive local
exchange carriers asserting that such competitive local exchange carriers'
service charges for switched access services are higher than those of the
incumbent local exchange carriers serving the same territory, and are
therefore unjust and unreasonable. These inter-exchange carriers have
refused to pay competitive local exchange carriers any originating access
charges in excess of the corresponding incumbent rate. Because our access
charges are appreciably less than those of some competitive local exchange
carriers, and are lower than the access charges of smaller incumbents
having traffic volumes similar to ours, we do not expect the FCC to require
any appreciable reduction in our tariffed rates. In addition, in June 2000,
the FCC denied the first complaint brought by Sprint against another
competitive local exchange carrier based solely on a comparison of the
rates of the competitive local exchange carrier to those of incumbent local
exchange carriers in the same territory.

RELAXATION OF REGULATION

     Through a series of proceedings, the FCC has established different
levels of regulation for "dominant carriers" and "non-dominant carriers."
As a non-dominant carrier, we are subject to relatively limited regulation
by the FCC. However, at a minimum, we must offer interstate services at
just and reasonable rates in a manner that is not unreasonably
discriminatory.

     One goal of the Telecommunications Act is to increase competition for
telecommunications services and thus reduce the need for regulation of
these services. To this end, the Telecommunications Act requires the FCC to
streamline its regulation of incumbent local exchange carriers and permits
the FCC to forbear from regulating particular classes of telecommunications
services or providers. Since we are a non-dominant carrier and, therefore,
are not heavily regulated by the FCC, the potential for regulatory
forbearance likely will be more beneficial to the incumbent local exchange
carriers than to us in the long run.

     The Telecommunications Act requires all common carriers, including us,
to charge just and reasonable rates for their services and to file
schedules of these rates with the FCC. These schedules are known as
"tariffs" and they represent a contract between a carrier and its
customers. The Telecommunications Act permits the FCC to "forbear" from
enforcing certain provisions of the Telecommunications Act and the FCC has
used this authority to determine that it is in the public interest to
prohibit non-dominant carriers from filing tariffs for their interstate
services. This decision of the FCC and its "mandatory detariffing" was
recently affirmed by the U.S. Court of Appeals for the D.C. Circuit.
Currently, the FCC is not permitting non-dominant carriers to file new
tariffs and will require existing tariffs to be withdrawn by 2001. The
FCC's preclusion of non-dominant interstate carriers from filing tariffs
may increase our exposure to litigation. Currently, tariffs contain
provisions limiting the liability of providers on a variety of issues. In
the absence of filed tariffs, carriers would have to rely on negotiated
contracts with each customer to provide these liability limitations.

     Another FCC decision permits, but does not require, competitive local
exchange carriers to file tariffs for the charges that they levy on
interstate long distance carriers for completing calls to competitive local
exchange carriers' customers. Proposals are pending before the FCC to make
detariffing of access services mandatory for competitive local exchange
providers. See "Government Regulation of the Telecommunications Services
Business -- Universal Service and Access Charge Reform" below.

UNIVERSAL SERVICE AND ACCESS CHARGE REFORM

     On May 8, 1997, the FCC issued an order implementing the provisions of
the Telecommunications Act relating to the preservation and advancement of
universal telephone service. This order requires all telecommunications
carriers providing interstate telecommunications services, including us, to
contribute to universal service support for schools, libraries and rural
health care programs. Our contribution to the federal support funds is
calculated based on a percentage of our gross end-user interstate and
international telecommunications revenue. Although we have already begun
contributing to the federal universal service and high cost funds, the
amount of our required contribution changes each quarter. Various states
are also in the process of implementing their own universal service
programs. We are currently unable to quantify the amount of subsidy
payments that we will be required to make and the effect that these
required payments will have on our financial condition.

     On July 30, 1999, the United States Court of Appeals for the Fifth
Circuit overturned some of the FCC's rules governing the collection and
distribution of those payments. In October 1999, the FCC released two
orders in response to the Fifth Circuit's decision. One order permits
incumbent local exchange carriers to continue to recover their universal
service contributions from access charges or to establish end-user charges.
The second order changed the contribution basis for school/library funding
to eliminate calculations based upon intrastate revenues. A number of
parties have petitioned the Supreme Court to review the Fifth Circuit's
decision. The Supreme Court recently agreed to decide the constitutionality
of the FCC's methodology used to compute universal service support
payments.

     In May 1999, the FCC adopted a framework for a new, forward-looking,
high-cost support mechanism that will provide support for non-rural
telecommunications carriers. The FCC stated that the support mechanism will
be used only to determine federal support and will not impose any
obligation on a state to impose intrastate surcharges. It is not possible
to determine at this time what effect this ruling will have on the level of
contributions we are required to make to either the federal or various
state universal service programs, or if it will become easier for us to
become qualified as recipients of universal service funds when we serve
high-cost areas.

     In a related proceeding, on May 16, 1997, the FCC issued an order
implementing reforms to its access charge rules. Access charges are charges
imposed by local exchange carriers on long distance providers for access to
the local exchange network, and are designed to compensate the local
exchange carrier for its investment in the local network. The FCC regulates
interstate access and the states regulate intrastate access. This order
required incumbent local exchange carriers to substantially decrease over
time the prices they charge for switched and special access and changed how
access charges are calculated. These changes are intended to reduce access
charges and shift certain usage-based charges to flat-rated, monthly
per-line charges. To the extent that these rules are effective in reducing
access charges, our ability to offer customers lower-cost access services
might be impaired.

         On August 27, 1999, the FCC issued an order implementing further
reforms to its access charge rules. The FCC's order granted most local
exchange carriers greater pricing flexibility and instituted other access
charge reforms designed to increase competition and reduce access charges.
These changes could impair our ability to offer customers lower-cost access
services. The FCC also issued a notice of proposed rulemaking, proposing
additional pricing flexibility. In addition, the FCC has initiated a
proceeding to consider whether to adopt rules constraining competitive
local exchange carrier access charges. To the extent competitive local
exchange carrier access charges are reduced, our revenue could decrease.

     On May 31, 2000, the FCC issued an order adopting an integrated
interstate access reform and universal service proposal put forth by a
coalition of incumbent local exchange carriers and inter-exchange carriers.
These reforms are aimed primarily at price cap (incumbent) local exchange
carriers, but it is too early to assess what impact, if any, they will have
on CoreComm.

     Some state public service commissions have adopted rules or are
currently considering actions to preserve universal services and promote
the public interest.

LOCAL GOVERNMENT AUTHORIZATIONS

     Many jurisdictions where we may provide services require license or
franchise fees based on a percentage of certain revenues. Because the
Telecommunications Act specifically allows municipalities to charge fees
for use of the public rights-of-way, it is likely that jurisdictions that
do not currently impose fees will seek to impose fees in the future.
However, the amount and basis of these fees have been successfully
challenged by several telecommunications service providers. Federal courts
have struck down municipal ordinances that:

    -    do not relate the fees imposed under the ordinance to the extent
         of a provider's use of the rights-of-way;

    -    do not relate the fees imposed under the ordinance to the costs
         incurred by the local government in maintaining the rights-of-way;
         or

    -    seek to impose fees based on a concept of the "value" of the use
         to the provider by relating the fees to provider revenues.

     Additionally, because the Telecommunications Act requires
jurisdictions to charge non-discriminatory fees to all telecommunications
providers, telecommunications providers are challenging municipal fee
structures that excuse other companies, particularly the incumbent local
exchange carriers, from paying license or franchise fees, or allow them to
pay fees that are materially lower than those that are required from new
competitors such as us. A number of these decisions have been appealed and,
in any event, it is uncertain how quickly particular jurisdictions will
respond to the court decisions without a specific legal challenge initiated
by us or another competitive local exchange carrier to the fee structure at
issue.

REGULATION OF RESELLERS

     The FCC has defined resale as any activity in which a party, the
reseller, subscribes to the services or facilities of a facilities-based
provider, or another reseller, and then re-offers communications services
to the public for profit, with or without adding value. Resellers are
common carriers generally subject to all rules and regulations placed on
providers of the underlying services by either the FCC or the states in
which they operate. The FCC has held that prohibitions on the resale of
common carrier services are unjust, unreasonable, and unlawfully
discriminatory in violation of the Telecommunications Act. Accordingly, all
common carriers must make their services available for resale at rates,
terms, and conditions that do not unreasonably discriminate against
resellers. The Telecommunications Act imposes the additional duty upon
incumbent local exchange carriers to make their services available for
resale at wholesale rates. The FCC adopted specific requirements for
determining these wholesale rates for local telecommunications services.
While the United States Supreme Court upheld the FCC's authority to adopt
these rules, the FCC's specific pricing rules remained subject to further
judicial review.

     On July 18, 2000, the United States Court of Appeals for the Eighth
Circuit vacated the FCC's rule that required the incumbent local exchange
carriers to exclude all costs that reasonably can be avoided when an
incumbent local exchange carrier provides a telecommunications service for
resale at wholesale rates to a requesting carrier. The Eighth Circuit ruled
that incumbent local exchange carriers should only exclude those costs that
an incumbent local exchange carrier will actually avoid incurring in the
future. To the extent that the cost of resale services increases as a
result of this Eighth Circuit decision, our operating expenses could
increase. This Eighth Circuit ruling may be appealed to the Supreme Court.

     As to other telecommunications service providers, such as competitive
local exchange carriers and wireless providers, there is no regulation that
requires them to give discounts to resellers below the rates offered to end
users of the same quantities of similar services. The FCC's requirement
that wireless providers offer resale services is currently set to expire on
November 24, 2002.

INTERNATIONAL OPERATIONS

     We already provide international resale services and may ultimately
expand our operations to other countries. The FCC requires every carrier
that originates international telecommunications from within the U.S.,
either through the use of its own facilities or on a resale basis, to
secure in advance an authorization from the FCC under Section 214 of the
Telecommunications Act. Additionally, these carriers must file with the FCC
a tariff containing the rates, terms, and conditions of their international
service offerings. We hold a Section 214 Authorization for both
facilities-based and resale international services and have filed a tariff
for our international resale services.

INTERNET REGULATION

     The FCC currently does not regulate the provision of Internet service,
although it does regulate common carriers that provide elements of the
"backbone" networks on which the Internet is based. Similarly, state public
utility commissions generally do not regulate Internet service, except in
some limited circumstances where incumbent local exchange carriers provide
Internet services. The FCC and some states, however, are reviewing the
development of the Internet and the types of services that are provided
through it. For example, if the FCC should determine that an Internet
service provider offers a service that is an exact substitute for long
distance telephone service with the sole distinction that it is based on a
packet-switched network rather than a circuit-switched network, the FCC may
determine that it should impose similar regulation on the new services.

STATE REGULATION GENERALLY

     Most states require companies to be certified or authorized by the
state's public utility commission in order to provide common carrier
services. These certifications generally require a showing that the carrier
has adequate financial, managerial and technical resources to offer the
proposed services in a manner consistent with the public interest.

     In addition to obtaining certification, in each state, we must
negotiate terms of interconnection with the incumbent local exchange
carrier before we can begin providing switched services. See "Government
Regulation of the Telecommunication Services Business -- Interconnection
with Local Exchange Carrier Facilities." State public utility commissions
are required to approve interconnection agreements before they become
effective and must arbitrate disputes among the parties upon request. We
have already entered into interconnection agreements with Ameritech, which
is now a part of SBC, Cincinnati Bell Telephone and Verizon. We have also
initiated the process of negotiations with SBC and Verizon for additional
interconnection agreements. Regulatory changes could require renegotiation
of relevant portions of existing interconnection agreements, or require
additional court and regulatory proceedings.

     We are not presently subject to price regulation based on costs or
earnings. Most states require competitive local exchange carriers to file
tariffs setting forth the terms, conditions and prices for intrastate
services. Some states permit tariffs to list a rate range or set prices on
an individual case basis. Other state requirements may include filing of
periodic reports, the payment of regulatory fees and surcharges and
compliance with service standards and consumer protection rules.

     Several states provide incumbent local exchange carriers with
flexibility for their rates, special contracts (selective discounting) and
tariffs, particularly for services that are considered to be competitive.
This pricing flexibility increases the ability of the incumbent local
exchange carrier to compete with us and constrains the rates we may charge
for our services. States may grant incumbent local exchange carriers
additional pricing flexibility. At the same time, some incumbent local
exchange carriers may request increases in local exchange rates to offset
revenue losses due to competition.

     Some states require prior approvals or notification for certain
transfers of assets, customers or ownership of a competitive local exchange
carrier and for issuance of bonds, notes or other evidence of indebtedness
or securities of any nature. Delays in receiving required regulatory
approvals may occur.

RECIPROCAL COMPENSATION

     Reciprocal compensation is the compensation paid by one carrier to
complete local calls placed by its customers to customers on another local
exchange carrier's network. Because Internet service providers receive many
more calls than they make, we expect that we will receive significantly
more reciprocal compensation than we will pay. However, as a result of
uncertainties in the current regulatory environment and several trends in
the telecommunications business, which are discussed below, it is not clear
what the effect on our revenues from reciprocal compensation will be over
the next few years.

     Some incumbent local exchange carriers have refused to pay reciprocal
compensation charges that they claim are the result of Internet service
provider traffic because they believe that this type of traffic is outside
the scope of existing interconnection agreements. On February 26, 1999, the
FCC issued a declaratory ruling and Notice of Proposed Rulemaking
concerning Internet service provider traffic. The FCC concluded in that
ruling that Internet service provider traffic is jurisdictionally mixed and
largely interstate in nature, and thus within the FCC's jurisdiction.
However, the FCC also determined that there was no federal rule that
governed reciprocal compensation for Internet service provider traffic at
the time that the then-existing interconnection agreements were negotiated
and concluded that it should permit states to determine whether reciprocal
compensation should be paid for calls to Internet service providers under
existing interconnection agreements. The FCC requested comment as to what
reciprocal compensation rules should govern this traffic upon expiration of
existing interconnection agreements.

     In light of the FCC's order, state commissions which have previously
addressed this issue and required reciprocal compensation to be paid for
Internet service provider traffic may reconsider and may modify their prior
rulings. Some recent state regulatory commission decisions regarding
reciprocal compensation calls placed to Internet service providers could
result in lower revenues for competitive local exchange carriers, including
us, in those states. The issue remains undecided in various other states.
Several incumbent local exchange carriers, including SBC and Verizon, are
seeking to overturn prior orders that they claim are inconsistent with the
FCC's February 26, 1999 order. The relief they seek includes repayment of
reciprocal compensation amounts they previously paid. The great majority of
the state commissions that have considered the issue since the FCC's
February 26, 1999 order have rejected the incumbent local exchange
carriers' arguments and required them to pay reciprocal compensation for
Internet service provider-bound traffic. Only a small minority of the state
commissions that have considered the issue are not requiring reciprocal
compensation for this traffic, at least pending negotiations and a further
FCC decision. A few states are not requiring current payment, but are
requiring a true-up if necessary at the time of the FCC's future decision.
In addition, all of the federal courts that have reviewed this issue on the
merits have upheld state decisions requiring that reciprocal compensation
be paid for internet service provider-bound traffic.

     On March 24, 2000, the U.S. Court of Appeals for the District of
Columbia Circuit vacated the FCC's declaratory ruling that Internet-bound
calls, including Internet service provider calls, are jurisdictionally
interstate and therefore not local calls for which reciprocal compensation
is owed. The Court remanded the proceeding to the FCC for a further review
of the nature of these calls for purposes of reciprocal compensation.
CoreComm cannot predict the impact of the Court's ruling on pending or
future proceedings at this time. In May 2000, the Illinois Commerce
Commission, in an interconnection arbitration, reaffirmed its prior holding
that Internet service provider calls are local and subject to payment of
reciprocal compensation. However, the Illinois Commerce Commission at the
same time opened a general proceeding to examine the issues surrounding the
explosion of Internet traffic and its effect on the issue of reciprocal
compensation. The U.S. Congress may also consider this term several bills
that would limit the compensation paid for Internet traffic, and the FCC is
considering a proposal that would limit and then reduce such competition
over a period of two or more years. A finding that reciprocal compensation
is not payable for Internet service provider traffic in Ohio, Illinois or
New York would have an adverse effect on our future revenues and business
strategy.

     As our existing interconnection agreements expire and as we enter new
markets, we must negotiate new reciprocal compensation rates and traffic
scope with each incumbent carrier. We expect that rates for Internet
service provider reciprocal compensation will be lower under new
interconnection agreements than under our existing agreements. A reduction
in rates payable for Internet service provider reciprocal compensation
could have an adverse effect on our future revenues and business strategy.


ITEM 2.  PROPERTY

    Certain of our subsidiaries lease switch buildings, ILEC collocations
and office space which we believe is adequate to serve our present business
operations and our needs for the foreseeable future. See the Notes to the
Consolidated Financial Statements included elsewhere in this Form 10-K for
information concerning lease commitments.


ITEM 3.  LEGAL PROCEEDINGS

    We are not involved in any legal disputes that we expect to have a
material adverse effect on our results of operations, cash flows or
financial condition.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

    No matter was submitted to a vote of securityholders of the Company
during the quarter ended December 31, 2000.

                                  PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
         MATTERS.

CoreComm formerly was a wholly owned subsidiary of Cellular Communications
of Puerto Rico, Inc. ("CCPR") (formerly CoreComm Incorporated). On
September 2, 1998, CCPR distributed to its stockholders, on a one for one
basis, all of the capital stock of CoreComm. CoreComm's Common Stock began
trading on the Nasdaq Stock Market's National Market on September 2, 1998,
under the Nasdaq symbol "COMFV". Subsequently, on September 3, 1998, the
symbol was changed to "COMMF," and on September 17, 1999, the symbol was
changed to "COMM", under which it presently trades. The following table
sets forth, for the periods indicated, the high and low last sale prices as
reported on the Nasdaq Stock Market's National Market.

                                                           LAST SALE PRICE
                                                           ---------------

                                                      HIGH               LOW
                                                      ----               ---
1999
First Quarter                                         $17.39           $  7.28
Second Quarter                                        $22.00            $16.11
Third Quarter                                         $25.50            $20.53
Fourth Quarter                                        $39.58            $23.83
2000
First Quarter                                         $49.31            $32.17
Second Quarter                                        $42.81            $14.81
Third Quarter                                         $20.44           $  7.88
Fourth Quarter                                       $  8.13           $  2.06
2001
First Quarter                                        $  4.75           $  .109
Second Quarter (through April 10, 2001)              $   .65           $  .125

On April 10, 2001, the last sales price for the Common Stock on the Nasdaq
Stock Market National Market was $.65. As of April 10, 2001, there were
approximately 505 record holders of the Common Stock. This figure does not
reflect beneficial ownership of shares held in nominee names.

We have never declared or paid any cash dividends on the Common Stock. We
anticipate that we will retain earnings, if any, for use in the operation
and expansion of its business and we do not anticipate paying any cash
dividends in the foreseeable future.

ITEM 6.  SELECTED FINANCIAL DATA.

The following selected financial data of CoreComm and its predecessor, OCOM
Corporation Telecoms Division ("OCOM") should be read in conjunction with
the historical financial statements and notes thereto included elsewhere in
this Form 10-K. The selected historical financial data relates to OCOM as
it was operated prior to its acquisition by CoreComm.


<TABLE>
<CAPTION>




                                                                   FOR THE PERIOD
                                                                   FROM APRIL 1,                   THE PREDECESSOR (OCOM)
                                                                   1998 (DATE                      ----------------------
                                                                     OPERATIONS       FOR THE PERIOD
                                                                   COMMENCED) TO      FROM JANUARY 1,
                                    YEAR ENDED DECEMBER 31,         DECEMBER 31,          1998 TO           YEAR ENDED DECEMBER 31,
                                    2000 (1)        1999 (2)          1998 (3)          MAY 31, 1998          1997           1996
                                    ----            ----              ----              ------------          ----           ----
                                                                 (in thousands, except per share data)
INCOME STATEMENT DATA:
<S>                                  <C>              <C>            <C>                 <C>                <C>            <C>
Revenues                             $132,122         $58,151        $  6,713            $  1,452           $  3,579       $ 5,103
Operating expenses                    431,449         161,376          25,139               4,234              7,954         6,333
Net (loss)                           (313,811)       (103,524)        (16,255)             (2,782)            (4,379)       (1,097)
Net (loss) per common
  share basic and diluted (4)           (6.73)          (3.03)           (.55)               (.09)              (.15)         (.04)
Weighted average
  number of common
  shares basic
  and diluted (4):                     47,480          34,189          29,678              29,664             29,419        29,691

                                                                                           THE PREDECESSOR (OCOM)
                                                               DECEMBER 31,                ----------------------
                                                 2000 (1)      1999 (2)        1998 (3)          1997         1996
                                                 ----          ----            ----              ----         ----
                                                                          (in thousands)
BALANCE SHEET DATA:
<S>                                            <C>              <C>            <C>              <C>           <C>
Working capital (deficiency)                   $(123,712)       $121,292       $133,899         $(950)        $(490)
Fixed assets, net                                179,651          90,619          3,582         1,269           270
Total assets                                     909,763         392,103        176,526         1,731           917
Long-term debt                                   358,624         179,318            283            --            --
Notes payable to affiliates                       16,100              --             --            --            --
Other noncurrent liabilities                       2,693          14,564            218            --            --
Shareholders' equity                             316,278         126,926        169,297            --            --
Parent's investment                                   --              --             --           321         (208)

(1)  In 2000, we acquired Voyager.net, Inc. and ATX Telecommunications
     Services, Inc. In addition, we borrowed $91.1 million under a senior
     secured credit facility, issued $108.7 million aggregate principal
     amount of senior unsecured notes and issued $16.1 million aggregate
     principal amount of senior unsecured convertible notes.

     Also in 2000, we reduced the carrying amount of goodwill and other
     intangibles by $35.9 million, we recorded non-cash compensation
     expense of $43.4 million and we recorded restructuring and other
     charges of $12.7 million.

(2)  In 1999, we acquired 100% of the stock of MegsINet Inc. and the CLEC
     assets of USN Communications, Inc. In addition, we issued $175 million
     principal amount of 6% Convertible Subordinated Notes due 2006.

(3)  During the period from April 1, 1998 (date operations commenced) to
     December 31, 1998, CCPR made the following contributions to CoreComm
     prior to the spin-off: (a) a cash contribution of $150 million, (b)
     businesses acquired by CCPR in April and June 1998 and (c) the
     subsidiary that owns various LMDS licenses in Ohio that were acquired
     for an aggregate of $25,241,000.

(4)  After giving retroactive effect to the 3-for-2 stock split by way of
     stock dividend paid in September 1999 and the 3-for-2 stock split by
     way of stock dividend paid in February 2000. The weighted average
     number of common shares prior to September 1998 are equivalent to
     CCPR's historical weighted average shares (since CCPR shareholders
     received one share of the Company for each CCPR shared owned).

     We have never declared or paid any cash dividends.

</TABLE>



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
         AND FINANCIAL CONDITION.

                      LIQUIDITY AND CAPITAL RESOURCES

     In April 2001, we completed a reevaluation of our business plan in
light of current market conditions and have made significant modifications
to our plans. We currently intend to devote our resources to the more
profitable areas of our business and substantially reduce our operations
and related costs in the other areas of our business. We expect a portion
of our residential customer base to decline over time due to a combination
of churn and a decline in new customer growth. In addition, we intend to
sell our non-CLEC assets and businesses, and we have decided to select and
retain one or more investment banks in April 2001 for the purpose of
conducting this sale. We expect to record significant charges in 2001 in
connection with these plans to reduce costs and sell non-CLEC assets and
businesses. We currently expect the charges relating to the cost reductions
and the sale of non-CLEC assets and businesses to be in excess of $100
million, substantially all of which is a non-cash charge from the write
down of intangible assets that became impaired as a result of our decision
in April 2001 to sell non-CLEC assets and businesses.

     We will require significantly less cash to fund the construction of
our facilities-based network and to develop and expand our businesses going
forward than we projected in the past. We estimate that our cash
requirements in calendar 2001 for operations, capital expenditures, capital
lease payments and debt service will aggregate approximately $116 million.
We intend to use cash and securities on hand of $30.5 million at December
31, 2000, the $10 million borrowed in January 2001 under our senior secured
credit facility with The Chase Manhattan Bank ("Chase"), $80 million of
additional committed financing and the net proceeds from the sale of
non-CLEC assets and businesses (75% or more of which may be required to be
used to repay indebtedness) to meet these requirements.

     We anticipate that we will have sufficient cash to execute our revised
business plan, however, there can be no assurance that: (a) actual costs
will not exceed the amounts estimated or that additional funding
substantially in excess of the amounts estimated will not be required, (b)
we and our subsidiaries will be able to generate sufficient cash from
operations to meet capital requirements, debt service and other obligations
when required, (c) we will be able to access such cash flow or (d) we will
not be adversely affected by interest rate fluctuations. We are continuing
to review our operations and we may incur additional charges in the future
related to further restructuring or downsizing of our operations.

     In April 2001, we entered into financing arrangements to provide $80
million of additional cash, which we expect to receive in April 2001. The
arrangements include $55 million to be provided under an Amended and
Restated Agreement Credit Agreement with Chase that amends and restates the
term loan facility and revolving credit facility described below. A portion
of the $55 million available under the agreement with Chase will come from
Chase, and the remainder will be from America Online, Inc. ("AOL") and
Goldman Sachs Credit Partners. The remainder of the $80 million is in the
form of debt financing to be provided by Booth American Company and NTL
Incorporated ("NTL") in the amounts of $10 million and $15 million,
respectively.

     In connection with these arrangements, we entered into certain other
agreements including the following:

       o   We entered into a Marketing Agreement with AOL to market a joint
           CoreComm/AOL bundled package in our market areas. We also
           committed to purchase $22.5 million in advertising from AOL of
           which $7.5 million is payable immediately for advertising to be
           utilized in 2001. The remainder is for advertising to be
           utilized in 2002.

       o   We will pay $9 million in fees in connection with the ATX and
           Voyager acquisitions which are included in accrued expenses at
           December 31, 2000.

       o   We agreed to pay Chase $500,000 upon receipt of funds under the
           Credit Agreement.

       o   We entered into a network and software agreement with NTL
           pursuant to which we will provide U. S. network access on our
           network for U. K. Internet traffic from NTL's U.K. customers for
           three years, as well as a royalty free license to use certain
           billing and provisioning software and know-how.

       o   We agreed to amend the conversion price of the Series A
           preferred stock issued in September 2000 to Booth American
           Company to the stated liquidation value of $1,000 per Series A
           preferred share divided by $1.75 from the stated liquidation
           value of $1,000 per share divided by $14.36.

       o   We agreed to issue to lenders warrants to purchase approximately
           10.6 million shares of our common stock at an exercise price of
           $.01 per share that expire in April 2011. If we reduce the
           aggregate commitments under the Credit Agreement by $40 million
           on or prior to September 30, 2001, we may cancel warrants issued
           to purchase approximately 4.2 million shares of our common
           stock. Warrants to purchase an aggregate of approximately 1.3
           million shares of our common stock issued in December 2000 and
           January 2001 will be canceled upon the issuance of these new
           warrants.

     In order to fund the cash portion of the ATX and Voyager acquisitions,
we obtained through our subsidiaries a $150 million senior secured credit
facility from The Chase Manhattan Bank, of which $100 million is in a term
loan facility and $50 million is in a revolving credit facility. Effective
in April 2001, the credit facility was amended such that the aggregate
amount available is $156.1 million of which the term loan facility is
$106.1 million and the revolving credit facility is $50 million. In
addition, we raised $50 million from the issuance of Series A preferred
stock.

     As of April 10, 2001, there was $56.7 million outstanding under the
term loan facility and $44.4 million outstanding under the revolving credit
facility. The term loan facility will amortize in quarterly installments of
principal commencing on December 31, 2003 with a final maturity in
September 22, 2008. The revolving credit facility shall be automatically
and permanently reduced in increasing quarterly installments of principal
commencing on December 31, 2003 with a termination date on September 22,
2008. In the event our 6% Convertible Subordinated Notes have not been
converted or refinanced on or prior to April 1, 2006, then the facilities
become payable in full on April 1, 2006. The interest rate on both the term
loan facility and the revolving credit facility was, at our option, either
3.25% per annum plus the base rate, which is the higher of the prime rate
or the federal funds effective rate plus 0.5% per annum, or the
reserve-adjusted London Interbank Offered Rate plus 4.25% per annum. The
applicable margin for the facilities will be subject to reductions based on
the ratio of our consolidated total debt to annualized EBITDA. At December
31, 2000, the effective interest rate on the amounts outstanding was
10.982%. Interest is payable at least quarterly. The commitment fee on the
unused portion of the commitments is 1.25% per annum payable quarterly,
subject to reduction to 1% per annum based upon the amount borrowed under
the facilities.

     Effective in April 2001, the credit facility was amended such that the
interest rate is, at our option, either 3.5% per annum plus the base rate,
which is the higher of the prime rate or the federal funds effective rate
plus 0.5% per annum, or the reserve-adjusted London Interbank Offered Rate
plus 4.5% per annum.

     In April 2001, we entered into agreements with Booth American Company
and NTL for the issuance of $10 million and $15 million, respectively, of
unsecured convertible notes. These notes will mature in April and May 2011.
Interest on the notes is at an annual rate of 10.75% payable semiannually
on October 15 and April 15 of each year, commencing October 15, 2001. The
interest will be payable in kind by the issuance of additional unsecured
convertible notes in such principal amount as shall equal the interest
payment that is then due. These notes will be convertible into common stock
prior to maturity at a conversion price of $1.00 per share, subject to
adjustment. The additional notes issued for interest will have an initial
conversion price equal to 120% of the weighted average closing price of our
common stock for a specified period. These notes will be redeemable, in
whole or in part, at our option, at any time in April or May 2003, at a
redemption price of 103.429% that declines annually to 100% in April or May
2007, in each case together with accrued and unpaid interest to the
redemption date.

     Our ability to raise additional capital in the future will be
dependent on a number of factors, such as general economic and market
conditions, which are beyond our control. If we are unable to obtain
additional financing or to obtain it on favorable terms, we may be required
to further reduce our operations, forego attractive business opportunities,
or take other actions which could adversely affect our business, results of
operations and financial condition.

     In October 1999, we issued $175 million principal amount of 6%
Convertible Subordinated Notes due October 1, 2006, and received net
proceeds of $168.5 million. Interest on the Convertible Subordinated Notes
is payable semiannually on April 1 and October 1 of each year, which
commenced on April 1, 2000. The Convertible Subordinated Notes are
convertible into common stock prior to maturity at a conversion price of
$27.39 per share, subject to adjustment. These notes are redeemable, in
whole or in part, at our option, at any time on or after October 1, 2002,
at a redemption price of 103.429% that declines annually to 100% in 2006,
in each case together with accrued and unpaid interest to the redemption
date. In April 2001, $10,250,000 aggregate principal amount of these notes
was converted into approximately 374,000 shares of our common stock.

     Certain of our subsidiaries have various notes payable and capital
leases outstanding. We are making monthly payments of principal and
interest under these notes and leases that end in 2003. The approximate
annual amounts due for these notes and leases are as follows: $21.6 million
in 2001, $3.7 million in 2002 and $231,000 in 2003.

     In September 2000 in connection with the ATX acquisition, we issued
approximately $108.7 million principal amount of senior unsecured notes to
the former stockholders of ATX. The senior unsecured notes mature on
September 29, 2003. Interest on the notes is at an annual rate of 6.47%
payable in either cash or common stock, at our election, on October 1 and
April 1 of each year beginning on April 1, 2001. In January and March 2001,
we made required principal payments of approximately $2.7 million. The
notes require additional principal payments of approximately $2.7 million
on January 1, 2002 and approximately $2.7 million on January 1, 2003.

     In September 2000, we issued 50,000 shares of Series A preferred stock
in exchange for cash of $50 million. The Series A preferred stock pays
cumulative dividends at 8.5% per annum of the liquidation value of $1,000
per share, payable quarterly in arrears which commenced on December 31,
2000. At our option, we may pay dividends either in cash, shares of our
common stock or additional shares of Series A preferred stock. The 50,000
shares of Series A preferred stock originally issued are convertible at any
time at the option of the holder into shares of common stock at the stated
liquidation value of $1,000 divided by the conversion price of $14.36 (as
amended to $1.75). Any additional shares of Series A preferred stock issued
will have an initial conversion price equal to 120% of the volume weighted
average sale price of our common stock for a specified period. On September
29, 2010, we will be required to redeem any shares of Series A preferred
stock outstanding for $1,000 per share plus accrued and unpaid dividends.
At our discretion, we may pay the redemption price either in cash or in
shares of our common stock. We may redeem the Series A preferred stock at a
redemption price of $1,000 per share, together with accrued and unpaid
dividends, payable either, at our option in cash or in shares of common
stock, or a combination of both, beginning on September 29, 2002 if the
25-day volume weighted average sale price of our common stock exceeds
certain targets. In addition, the Series A preferred stock may be redeemed
by us at any time following September 29, 2005 at a redemption price of
$1,010 per share, together with accrued and unpaid dividends, payable
either in cash or in shares of our common stock, or a combination of both.

     In September 2000 in connection with the ATX acquisition, we issued
250,000 shares of Series B preferred stock to the former stockholders of
ATX. The Series B preferred stock pays cumulative dividends at an initial
annual rate of $30 per share, payable quarterly in arrears, when, if and as
declared by our Board of Directors, which commenced on December 31, 2000.
At our discretion, we may pay dividends either in cash or in shares of our
common stock. The annual dividend will increase to $50 per share on
September 29, 2001 if, by that date, any of the senior unsecured notes due
2003 remain unpaid and to $70 per share on March 29, 2002 if, by that date,
any of the senior unsecured notes due 2003 remain unpaid. The Series B
preferred stock has a liquidation preference of $1,000 per share, plus
accumulated and unpaid dividends. The Series B preferred stock is
convertible at any time at the option of the holder into shares of common
stock at the stated liquidation preference of $1,000 divided by the
conversion price of $32.11. On September 29, 2020, we will be required to
redeem any shares of Series B preferred stock outstanding for $1,000 per
share plus accrued and unpaid dividends. At our discretion, we may pay the
redemption price either in cash or in shares of our common stock.

     In December 2000, we issued $16.1 million aggregate principal amount
of senior unsecured convertible notes to officers and directors of the
Company. The senior unsecured convertible notes mature in December 2010.
Interest on the notes is at an annual rate of 10.75% payable semiannually
on January 1 and July 1 of each year, commencing July 1, 2001. The interest
will be payable in kind by the issuance of additional senior unsecured
convertible notes in such principal amount as shall equal the interest
payment that is then due. The senior unsecured convertible notes are
convertible into common stock prior to maturity at a conversion price of
$5.00 per share, subject to adjustment. The additional notes issued for
interest will have an initial conversion price equal to 120% of the
weighted average closing price of our common stock for a specified period.
The notes are redeemable, in whole or in part, at our option, at any time
on or after December 16, 2002, at a redemption price of 103.429% that
declines annually to 100% on December 16, 2006, in each case together with
accrued and unpaid interest to the redemption date.

     In May 1999, we acquired MegsINet and the CLEC assets of USN
Communications. The USN acquisition includes a potential contingent cash
payment which is capped at $58.6 million. The contingent payment was
payable only if the USN assets met or exceeded operating performance
thresholds. We do not expect the actual payment, if any, to be significant.

     We do not anticipate that we and our subsidiaries will generate
sufficient cash flow from operations to repay at maturity the entire
principal amount of our outstanding indebtedness. Accordingly, we may be
required to consider a number of measures, including: (a) refinancing all
or a portion of such indebtedness, (b) seeking modifications to the terms
of such indebtedness, (c) seeking additional debt financing, which may be
subject to obtaining necessary lender consents, (d) seeking additional
equity financing, or (e) a combination of the foregoing.

     We are a holding company with no significant assets other than cash
and securities and investments in and advances to our subsidiaries. We are
therefore likely to be dependent upon receipt of funds from our
subsidiaries to meet our own obligations. However, our subsidiaries' debt
agreements prevent the payment of dividends, loans or other distributions
to us (except in certain limited circumstances).

CONSOLIDATED STATEMENT OF CASH FLOWS

     For the year ended December 31, 2000, cash used in operating
activities increased to $131,002,000 from $72,417,000 in the year ended
December 31, 1999 primarily due to the increase in the net loss to
$313,811,000 from $103,524,000. In addition, cash paid for interest
increased to $14,362,000 in 2000 from $2,032,000 in 1999.

     For the year ended December 31, 2000, cash used to purchase fixed
assets increased to $65,321,000 from $20,575,000 in the year ended December
31, 1999 which reflected our migration to a facilities-based
infrastructure. We deployed facilities in Columbus, Ohio, Cleveland, Ohio,
Chicago, Illinois and Detroit, Michigan and were developing facilities in
New York, New York, and Boston, Massachusetts. We were also establishing
collocation facilities in approximately 130 ILEC central offices. We have
substantially reduced our spending on migration to facilities, and we
expect our capital expenditures to be significantly less in 2001.

     Acquisitions, net of cash acquired, of $98,613,000 in the year ended
December 31, 2000 was for payments in connection with the ATX and Voyager
acquisitions. Proceeds from borrowings, net of financing costs, of
$103,328,000 was primarily from the borrowings under the senior secured
credit facility and the issuance of the senior unsecured notes due 2010.
Proceeds from the issuance of preferred stock of $50,000,000 was from the
sale of the Series A preferred stock.


<TABLE>
<CAPTION>

                           RESULTS OF OPERATIONS


The following is the revenues from external customers for each of our
communication services:
                                                                                              THE PREDECESSOR
                                                                FOR THE PERIOD FROM               (OCOM)
                                                                APRIL 1, 1998 (DATE           ---------------
                                                               OPERATIONS COMMENCED)              FOR THE
                                                                        TO                 PERIOD FROM JANUARY 1,
                                 YEAR ENDED DECEMBER 31,           DECEMBER 31,                1998TO MAY 31,
                                 2000              1999                1998                         1998
                           ---------------------------------------------------------------------------------------

<S>                            <C>               <C>                <C>                      <C>
Telecommunications             $102,033,000      $47,456,000        $2,993,000               $   217,000
Internet and Data                28,788,000        6,996,000           155,000                         -
Other                 (a)         1,301,000        3,699,000         3,565,000                 1,235,000
                           --------------------------------------------------------------------------------------
                               $132,122,000      $58,151,000        $6,713,000                $1,452,000
                           ======================================================================================

(a)      Other includes cellular long distance, wireless and paging revenue.
</TABLE>



YEAR ENDED DECEMBER 31, 2000 AND 1999

As a result of the completion of the acquisitions of Voyager and ATX in
September 2000, we consolidated the results of operations of these
businesses from the dates of acquisition. The results of these businesses
are not included in the 1999 results.

As a result of the significant modifications to our business plan, we
expect revenues in the first quarter of 2001 to be substantially the same
as in the fourth quarter of 2000, with modest increases in the second,
third and fourth quarters of 2001. We expect significant reductions in
operating, selling, general and administrative and corporate expenses in
2001 as compared to the fourth quarter of 2000.

The increase in revenues to $132,122,000 from $58,151,000 is primarily due
to acquisitions in 2000, which accounted for $59,164,000 of the increase.
The remainder of the increase is primarily due to an increase in CLEC and
ISP revenues from an increase in customers, offset by the decline in the
customer base associated with the USN assets. The revenues from the USN
customer base peaked in the third quarter of 1999 after our acquisition in
May 1999 and declined thereafter. These customers are now integrated into
our overall customer base. Additionally, prepaid cellular debit card and
cellular long distance revenues declined as a result of our termination of
these services in the third quarter of 1999. We had revenues of $2,379,000
in 1999 from the provision of these services.

Operating costs include direct cost of sales, network costs and salaries
and related expenses of network personnel. Operating costs increased to
$142,323,000 from $58,561,000 primarily due to acquisitions in 2000, which
accounted for $41,650,000 of the increase. The remainder of the increase is
primarily due to an increase in the fixed component of operating expenses
due to our migration to a facilities-based infrastructure. In 1999,
operating costs included $2,211,000 related to the prepaid cellular debit
card and cellular long distance services.

Selling, general and administrative expenses increased to $111,010,000 from
$74,185,000 primarily due to acquisitions in 2000, which accounted for
$21,432,000 of the increase. The remainder of the increase is a result of
increased selling and marketing costs and increased customer service costs.

Corporate expenses include the costs of our officers and headquarters
staff, the costs of operating the headquarters and costs incurred for
strategic planning and evaluation of business opportunities. Corporate
expenses increased to $12,884,000 from $7,996,000 primarily due to
increased strategic planning activities.

Non-cash compensation in 2000 of $43,440,000 includes $38,652,000 from the
grant of options at an exercise price below fair market value, and
$4,788,000 from the rescission of stock option exercises. In April 2000,
the Compensation and Option Committee of the Board of Directors approved
the issuance of options to purchase approximately 2.7 million shares of our
common stock to various employees at an exercise price of $14.55, which was
less than the fair market value of our common stock on the date of the
grant. In accordance with APB Opinion No. 25, "Accounting for Stock Issued
to Employees," in April 2000, we recorded a non-cash compensation expense
of approximately $29.0 million and a non-cash deferred expense of
approximately $31.3 million. From April 2000 to December 31, 2000, $9.7
million of the deferred non-cash compensation was charged to expense. We
will charge the deferred expense to non-cash compensation expense over the
vesting period of the stock options as follows: $12.9 million in 2001, $7.5
million in 2002 and $1.2 million in 2003. In November 2000, the Board of
Directors approved the rescission of certain previously exercised employee
stock options. We issued notes to employees for the repurchase of the
671,000 shares of common stock for an aggregate of $6,803,000, which
exceeded the fair market value of our common stock on the date of
repurchase. The notes earned interest at a rate of 4.5% and were redeemed
in December 2000. We recorded non-cash compensation of $4.7 million from
these transactions.

The non-cash compensation charge of $1,056,000 in 1999 was recorded in
accordance with APB Opinion No. 25, related to a change in employee stock
option agreements.

Other charges of $12,706,000 in 2000 include a reserve of $8,700,000 for
notes receivable from former officers of Voyager, and restructuring costs
of $4,006,000. The restructuring costs relate to our announcements in March
and December 2000 of reorganizations of certain of our operations. The
charge consisted of employee severance and related costs of $2,089,000 for
approximately 250 employees to be terminated and lease exit costs of
$1,917,000. As of December 31, 2000, $2,171,000 of these provisions had
been used, including $775,000 for employee severance and related costs and
$1,396,000 for lease exit costs. As of December 31, 2000, none of the
employees to be terminated were still employed by us. The remaining
provision for leases will be used through 2003.

In accordance with our accounting policy, at December 31, 2000 we reduced
the carrying amount of certain intangible assets from business combinations
to their fair value. Goodwill and other intangibles with a book value of
$14,784,000 were written-off. In addition, we reduced the carrying amount
of the LMDS licenses by $21,136,000 to reflect their estimated fair value.

Depreciation expense increased to $30,746,000 from $10,945,000 primarily as
a result of an increase in fixed assets.

Amortization expense increased to $42,420,000 from $8,633,000 due to the
amortization of goodwill from the acquisitions in 2000.

Interest income and other, net, increased to $6,223,000 from $5,773,000
primarily due to interest income on our cash, cash equivalents and
marketable securities.

Interest expense increased to $20,457,000 from $5,341,000 primarily due to
interest on the 6% Convertible Subordinated Notes issued in October 1999,
the senior secured credit facility beginning in September 2000, the senior
unsecured notes due 2003 issued in September 2000 and the senior unsecured
notes due 2010 issued in December 2000.

The income tax provisions of $250,000 in 2000 and $731,000 in 1999 are for
state and local income tax.

YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD FROM APRIL 1, 1998 (DATE
OPERATIONS COMMENCED) TO DECEMBER 31, 1998

As a result of the completion of the acquisitions of 100% of the stock of
MegsINet Inc. and the CLEC assets of USN Communications, Inc. in May 1999,
we consolidated the results of operations of these businesses from the
dates of acquisition. The results of these businesses are not included in
the 1998 results.

A significant component of the 1999 results is associated with the
acquisition of certain assets of USN. Although USN quickly developed a
large customer list and revenue base in 1997 and 1998, it had difficulties
under its previous management providing services, including billing,
customer care and other operational areas, and filed for bankruptcy in
February 1999. Since the acquisition, we have been successful in improving
these operations in many areas. However, because of quality deficiencies in
the operations acquired from USN, and the need to improve quality in order
to continue to sell lines in the former USN markets, and consistent with
our due diligence, transaction structure and purchase price, revenues
associated with the USN assets declined significantly since our
acquisition.

The increase in revenues to $58,151,000 from $6,713,000 is primarily due to
acquisitions in 1999, which accounted for $40,909,000 of the increase. The
remainder of the increase is primarily due to an increase in CLEC and ISP
revenues from an increase in customers, offset by the decline in cellular
long distance revenue as a result of customers switching to other long
distance providers. In the third quarter of 1999, we sold most of our
prepaid cellular debit card business and we terminated our cellular long
distance business in certain markets. We had revenues in 1999 of $2,379,000
from the prepaid cellular debit card business and from the cellular long
distance business in these markets.

Operating costs increased to $58,561,000 from $5,584,000 primarily due to
acquisitions in 1999, which accounted for $43,315,000 of the increase. The
remainder of the increase is primarily due to the increase in revenues.
Operating costs as a percentage of revenues increased to 101% from 83%. The
increase in percentage terms is the result of an increase in the fixed
component of operating expenses due to the migration toward a
facilities-based infrastructure. In 1999, operating costs were $2,211,000
from the prepaid cellular debit card business and from the cellular long
distance business in the terminated markets.

Selling, general and administrative expenses increased to $74,185,000 from
$11,940,000 primarily due to acquisitions in 1999, which accounted for
$33,184,000 of the increase. The remainder of the increase is a result of
increased selling and marketing costs and increased customer service costs.

Corporate expenses include the costs of our officers and headquarters
staff, the costs of operating the headquarters and costs incurred for
strategic planning and evaluation of business opportunities. Corporate
expenses increased to $7,996,000 from $2,049,000 because the 1998 expenses
did not represent a full period of results due to the fact that the
spin-off from CCPR occurred on September 2, 1998, at which time corporate
expenses commenced. In addition, allocated charges from NTL Incorporated (a
company that has some of the same officers and directors as CoreComm)
increased due to the sales in 1999 of other affiliated companies.

The non-cash compensation charge of $1,056,000 in 1999 was recorded in
accordance with APB Opinion No. 25, "Accounting for Stock Issued to
Employees," related to a change in employee stock option agreements. The
non-cash compensation charge of $4,586,000 in 1998 was recorded in
accordance with APB Opinion No. 25, as a one time charge related to the
issuance of our warrants and stock options to holders of CCPR's stock
options in connection with our distribution to CCPR's shareholders.

Depreciation expense increased to $10,945,000 from $749,000 as a result of
acquisitions in 1999, which accounted for $7,176,000 of the increase and an
increase in fixed assets.

Amortization expense increased to $8,633,000 from $231,000 due to the
amortization of goodwill and other intangibles from the acquisitions in
1999.

Interest income and other, net, increased to $5,773,000 from $2,632,000
primarily due to interest income on our cash, cash equivalents and
marketable securities.

Interest expense increased to $5,341,000 from $21,000 primarily due to
interest on the 6% Convertible Subordinated Notes issued in October 1999
and interest on notes payable and capital leases of acquired businesses.

                      RECENT ACCOUNTING PRONOUNCEMENTS

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 provides guidance on the recognition, presentation and
disclosure of revenue in financial statements. SAB 101 was required to be
adopted retroactive to January 1, 2000. The adoption of SAB 101 had no
significant effect on revenues or results of operations.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS Nos. 137 and 138.
This new accounting standard was required to be adopted by the Company
effective January 1, 2001. The adoption of this new standard had no
significant effect on the results of operations, financial condition or
cash flows of the Company.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Securities and Exchange Commission's, rule related to market risk
disclosure requires that we describe and quantify our potential losses from
market risk sensitive instruments attributable to reasonably possible
market changes. Market risk sensitive instruments include all financial or
commodity instruments and other financial instruments (such as investments
and debt) that are sensitive to future changes in interest rates, currency
exchange rates, commodity prices or other market factors. We are not
exposed to market risks from changes in foreign currency exchange rates or
commodity prices. We do not hold derivative financial instruments nor do we
hold securities for trading or speculative purposes. Under our current
policies, we do not use interest rate derivative instruments to manage our
exposure to interest rate changes.

The fair-market value of long-term fixed interest rate debt is subject to
interest rate risk. Generally the fair market value of fixed interest rate
debt will increase as interest rates fall and decrease as interest rates
rise. In the following table, the fair value of our convertible notes was
determined from the quoted market price. The carrying amount of the
variable rate senior secured credit facility approximates the fair value.
The fair value of our other notes payable are estimated using discounted
cash flow analyses, based on our current incremental borrowing rates for
similar types of borrowing arrangements.



<TABLE>
<CAPTION>

Interest Rate Sensitivity
As of December 31, 2000
Principal Amount by Expected Maturity
Average Interest Rate





                                                                                                                             Fair
                                                 For the Years Ending December 31,                                          Value
                            -------------------------------------------------------------------------------
                            2001          2002           2003          2004        2005      Thereafter        Total      12/31/00
                       -----------------------------------------------------------------------------------------------------------
                                                       (in thousands)

Long-term debt,
  including current
  portion

<S>                         <C>          <C>           <C>            <C>         <C>          <C>             <C>         <C>
Fixed rate                  $7,699       $2,767        $103,190       $    -      $     -      $191,100        $304,756    $169,742
Average interest rate         9.57%        6.46%          6.47%                                    6.40%

Variable rate               $    -       $    -        $  1,139       $5,694      $14,804      $ 69,463         $91,100    $ 91,100
Average interest rate                                   libor +        libor +     libor +       libor +
                                                        4.25% or       4.25% or    4.25% or      4.25% or
                                                        base rate +    base rate   base rate     base rate +
                                                        3.25%          + 3.25%     + 3.25%       3.25%


</TABLE>




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Financial Statements are included herein commencing on page F-1.

The following is a summary of the quarterly results of operations for the
years ended December 31, 2000 and 1999.


<TABLE>
<CAPTION>

                                                          2000
                                                          ----
                                                   THREE MONTHS ENDED

                               MARCH 31       JUNE 30       SEPTEMBER 30       DECEMBER 31
                               --------       -------       ------------       -----------
                                          (in thousands, except per share data)
                                                          (1)

<S>                             <C>           <C>            <C>               <C>
Revenues                        $18,959       $19,397        $18,263           $75,503
Operating loss                  (38,026)      (81,079)       (47,826)         (132,396)
Net (loss)                      (39,871)      (83,190)       (50,149)         (140,601)
Net (loss) per common
  share - basic and diluted       (1.02)        (2.08)         (1.24)            (2.08)

                                                         1999
                                                  THREE MONTHS ENDED

                               MARCH 31        JUNE 30       SEPTEMBER 30       DECEMBER 31
                               --------        -------       ------------       -----------
                                         (in thousands, except per share data)
                                                          (2)

Revenues                         $3,596        $12,436         $21,107           $21,012
Operating loss                   (7,907)       (16,756)        (38,671)          (39,891)
Net (loss)                       (6,522)       (16,054)        (39,750)          (41,198)
Net (loss) per common
  share - basic and diluted        (.22)          (.51)          (1.08)            (1.08)

(1)      In September 2000, we acquired Voyager and ATX. We consolidated
         the results of operations of Voyager and ATX from the date of
         acquisition. In addition, we borrowed $91.1 million under a senior
         secured credit facility and issued $108.7 million aggregate
         principal amount of senior unsecured notes in September 2000 and
         issued $16.1 million aggregate principal amount of senior
         unsecured convertible notes in December 2000.

         Also, in the fourth quarter of 2000, we reduced the carrying
         amount of goodwill and other intangibles by $35.9 million, we
         recorded non-cash compensation expense of $4.8 million from the
         rescission of option exercises and we recorded restructuring and
         other charges of $12.7 million.

         We recorded non-cash compensation expense from the grant of
         options at an exercise price below fair market value as follows:
         $32.2 million in the second quarter of 2000, $3.2 million in the
         third quarter of 2000 and $3.2 million in the fourth quarter of
         2000.

(2)      In May 1999, we acquired 100% of the stock of MegsINet Inc. and
         the CLEC assets of USN Communications, Inc. We consolidated the
         results of operations of MegsINet and USN from the dates of
         acquisition. In addition, in October 1999 we issued $175 million
         principal amount of 6% Convertible Subordinated Notes due 2006.
</TABLE>



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE.

Not applicable.


                                  PART III

ITEMS 10, 11, 12 AND 13.

    The information required by Part III is incorporated by reference from
CoreComm's definitive proxy statement involving the election of directors
which CoreComm expects to file, pursuant to Regulation 14A, within 120 days
following the end of its fiscal year.


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

    (a)     (1)   Financial Statements--See list of Financial Statements on
                  page F-1.
            (2)   Financial Statement Schedules--See list of Financial
                  Statement Schedules on page F-1.
            (3)   Exhibits--See Exhibit Index on page 35.


    (b)     Reports on Form 8-K:
            During the fourth quarter of 2000, the Company filed the
            following Current Reports on Form 8-K: Form 8-K dated
            October 6, 2000 (filed October 6, 2000) under item 5,
            reporting the ATX Telecommunications Services, Inc. name
            change to CoreComm Limited; Form 8-K dated September 29,
            2000 (filed October 13, 2000) under item 2, reporting two
            transactions. In the first transaction, CoreComm Limited,
            a Bermuda corporation, merged with and into the Delaware
            subsidiary, which merged with ATX Telecommunications
            Services and changed its name to CoreComm Limited. In the
            second transaction, a subsidiary of CoreComm Limited
            merged with and into Voyager.net, Inc.; Form 8-K dated
            November 2, 2000 (filed November 3, 2000) under item 5,
            reporting CoreComm Limited's press release announcing
            that it had identified various synergies and cost-saving
            opportunities based on its acquisitions of ATX and
            Voyager.net; Form 8-K dated November 13, 2000 (filed
            November 13, 2000) under item 7, reporting its
            announcement of financial results for quarter ended
 !          September 30, 2000; Form 8-K/A dated September 29, 2000
            (filed December 13, 2000) under item 2, reporting its
            amendment of Current Report on Form 8-K dated October 13,
            2000, certain financial statements were incorporated by
            reference in this report; Form 8-K dated December 28
            (filed December 28) under item 5, reporting that several
            members of management and the Board of Directors invested
            a total of $16 million in the Company in the form of
            convertible notes.

     (c)    Exhibits--The response to this portion of Item 14 is submitted as
            a separate section of this report.

     (d)    Financial Statement Schedules--See list of Financial
            Statement Schedules on page F-1.



                               EXHIBIT INDEX


EXHIBITS                        DESCRIPTION

2.1*     Agreement and Plan of Merger by and among CoreComm Limited,
         CoreComm Group Sub I, Inc., and Voyager.net, Inc., dated as of
         March 12, 2000 (incorporated by reference to Exhibit 2.1 to the
         registration statement on Form S-4, file no. 333-44028)
2.2*     Amendment No. 1 to Agreement and Plan of Merger by and among
         CoreComm Limited, CoreComm Group Sub I, Inc. and Voyager.net,
         Inc., dated as of August 10, 2000 (incorporated by reference to
         Exhibit 2.2 to the registration statement on Form S-4, file no.
         333-44028)
2.3*     Recapitalization Agreement and Plan of Merger by and among ATX
         Telecommunications Services, Inc., Thomas Gravina, Debra
         Buruchian, Michael Karp, The Florence Karp Trust and CoreComm
         Limited, dated as of March 9, 2000 (incorporated by reference to
         Exhibit 2.3 to the registration statement on Form S-4, file no.
         333-44028)
2.4*     Amendment No. 1 to Recapitalization Agreement and Plan of Merger
         by and among ATX Telecommunications Services, Inc., Thomas
         Gravina, Debra Buruchian, Michael Karp, The Florence Karp Trust,
         CoreComm Limited, ATX Merger Sub, Inc. and CoreComm Merger Sub,
         Inc., dated as of April 10, 2000 (incorporated by reference to
         Exhibit 2.4 to the registration statement on Form S-4, file no.
         333-44028)
2.5*     Amendment No. 2 to Recapitalization Agreement and Plan of Merger
         by and among ATX Telecommunications Services, Inc., Thomas
         Gravina, Debra Buruchian, Michael Karp, The Florence Karp Trust,
         CoreComm Limited, ATX Merger Sub, Inc. and CoreComm Merger Sub,
         Inc., dated as of July 10, 2000 (incorporated by reference to
         Exhibit 2.5 to the registration statement on Form S-4, file no.
         333-44028)
2.6*     Amendment No. 3 to Recapitalization Agreement and Plan of Merger
         by and among ATX Telecommunications Services, Inc., Thomas
         Gravina, Debra Buruchian, Michael Karp, The Florence Karp Trust,
         CoreComm Limited, ATX Merger Sub, Inc. and CoreComm Merger Sub,
         Inc., dated as of July 31, 2000 (incorporated by reference to
         Exhibit 2.6 to the registration statement on Form S-4, file no.
         333-44028)
2.7*    Agreement and Plan of Merger by and among CoreComm Limited,
         CoreComm Acquisition Sub, Inc., and MegsINet Inc., dated as of
         February 17, 1999 (incorporated by reference to Exhibit 99.1 to
         CoreComm Limited's, a Bermuda corporation and predecessor to
         CoreComm Limited, report on Form 8-K, filed on February 24, 1999)
2.8*    First Amendment to Agreement and Plan of Merger by and among
         CoreComm Limited, CoreComm Acquisition Sub, Inc., and MegsINet
         Inc., dated as of May 3, 1999 (incorporated by reference to
         Exhibit 2.1 to CoreComm Limited's, a Bermuda corporation and
         predecessor to CoreComm Limited, registration statement on S-4/A,
         file no. 333-74801)
2.9*    Asset Purchase Agreement by and among CoreComm Limited, USN
         Communications, Inc. and several subsidiaries of USN
         Communications, Inc., dated as of February 19, 1999 (incorporated
         by reference to Exhibit 99.3 to CoreComm Limited's, a Bermuda
         corporation and predecessor to CoreComm Limited, report on Form
         8-K, filed on February 24, 1999)
2.10*    Stock Exchange Agreement by and among Voyager Holdings, Inc. and
         the stockholders listed on Schedule A thereto, dated as of
         September 23, 1998 (incorporated by reference to Exhibit 2.1 to
         Voyager.net, Inc.'s registration statement on Form S-1, file no.
         333-77917)
2.11*    Stock Purchase Agreement by and among Voyager Holdings, Inc. and
         the investors listed on Exhibit A thereto, dated as of September
         23, 1998 (incorporated by reference to Exhibit 2.2 to Voyager.net,
         Inc.'s registration statement on Form S-1, file no. 333-77917)
3.1*     Restated Certificate of Incorporation of CoreComm Limited
         (incorporated by reference to Exhibit 4.1 to the registration
         statement on Form 8A-12G, file no. 000-31359)
3.2*     Certificate of Designation of CoreComm Limited in respect of the
         Series C Junior Participating Preferred Stock (incorporated by
         reference to Exhibit 4.4 to the registration statement on Form
         S-1/A, file no. 333-47984)
3.3+     Certificate of Designation of CoreComm Limited in respect of the
         8.5% Senior Convertible Preferred Stock, Series A-1, filed with
         the Secretary of State of the State of Delaware on January 2, 2001
3.4*     By-laws of CoreComm Limited (incorporated by reference to Exhibit
         3.2 to the registration statement on Form S-1, file no. 333-47984)
4.1*     Specimen CoreComm Limited common stock certificate (incorporated
         by reference to Exhibit 4.1 to the registration statement on Form
         S-1/A, file no. 333-47984)
4.2+     Specimen CoreComm Limited 8.5% Senior Convertible Preferred Stock
         certificate
4.3*     Specimen CoreComm Limited Series B Senior Convertible Exchangeable
         Preferred Stock certificate (incorporated by reference to Exhibit
         4.2 to the registration statement on Form S-1/A, file no.
         333-47984)
4.4*     Specimen CoreComm Limited Series C Junior Participating Preferred
         Stock certificate (incorporated by reference to Exhibit 4.3 to the
         registration statement on Form S-1/A, file no. 333-47984)
4.5*     Registration Rights Agreement by and among CoreComm Limited,
         Michael Karp, Debra Buruchian, Thomas Gravina and The Florence
         Karp Trust, dated as of September 29, 2000 (incorporated by
         reference to Exhibit 4.5 to the registration statement on Form
         S-1/A, file no. 333-47984)
4.6*     Indenture by and between CoreComm Limited and The Chase Manhattan
         Bank, as Trustee, with respect to the 6% convertible subordinated
         notes due 2006, dated as of October 6, 1999 (incorporated by
         reference to Exhibit 4.3 to CoreComm's Limited's, a Bermuda
         corporation and predecessor to CoreComm Limited, registration
         statement on Form S-3, file no. 333-90113)
4.7*     Registration Rights Agreement by and among CoreComm Limited and
         the Initial Purchasers of the 6% convertible subordinated notes
         due 2006, dated October 6, 1999 (incorporated by reference to
         Exhibit 4.4 to CoreComm's Limited's, a Bermuda corporation and
         predecessor to CoreComm Limited, registration statement on Form
         S-3, file no. 333-90113)
4.8*     Registration Rights Agreement by and among CoreComm Limited and
         the stockholders listed on Schedule 1 thereto, dated as of
         September 29, 2000 (incorporated by reference to Exhibit 4.8 to
         the registration statement on Form S-1/A, file no. 333-47984)
4.9+     Registration Rights Agreement by and between CoreComm Limited and
         Booth American Company, dated as of September 28, 2000
4.10+    Registration Rights Agreement by and between CoreComm Limited and
         Chase Securities Inc., dated as of December 15, 2000
4.11+    Registration Rights Agreement by and between CoreComm Limited and
         Morgan Stanley Senior Funding Inc., dated as of January 25, 2001
4.12+    Warrant of CoreComm Limited, dated December 15, 2001, issued to
         Chase Securities Inc.
4.13+    Warrant of CoreComm Limited, dated January 25, 2001, issued to
         Morgan Stanley Senior Funding Inc.
4.14*    Rights Agreement, dated as of September 29, 2000, by and between
         CoreComm Limited and Continental Stock Transfer & Trust Company,
         including form of rights certificate (incorporated by reference to
         Exhibit 4.3 to the registration statement on Form 8A-12G, file no.
         000-31359)
4.15*    Supplemental Indenture by and between CoreComm Merger Sub, Inc.
         and The Chase Manhattan Bank, as Trustee, with respect to the 6%
         convertible subordinated notes due 2006, dated as of September 29,
         2000 (incorporated by reference to Exhibit 4.10 to the
         registration statement on Form S-1/A, file no. 333-47984)
4.16*    Supplemental Indenture by and between CoreComm Limited and The
         Chase Manhattan Bank, as Trustee, with respect to the 6%
         convertible subordinated notes due 2006, dated as of September 29,
         2000 (incorporated by reference to Exhibit 4.11 to the
         registration statement on Form S-1/A, file no. 333-47984)
9.1*     Voting Agreement by and among CoreComm Limited and the
         stockholders listed on Schedule A thereto, dated as of March 12,
         2000 (incorporated by reference to Exhibit 9.1 to the registration
         statement on Form S-4, file no. 333-44028)
9.2*     Stockholders Agreement by and among CoreComm Limited and the
         stockholders listed on Schedule A thereto, dated as of September
         29, 2000 (incorporated by reference to Exhibit 9.2 to the
         registration statement on Form S-1/A, file no. 333-47984)
9.3*     Stockholder Agreement by and among ATX Telecommunications
         Services, Inc. and the persons listed on Schedule A thereto, dated
         as of September 29, 2000, (incorporated by reference to Exhibit
         9.3 to the registration statement on Form S-1/A, file no.
         333-47984)
10.1*    Lease Agreement by and between Monument Road Associates and ATX
         Telecommunications Services, Inc., dated as of January 18, 1994
         (incorporated by reference to Exhibit 10.2 to the registration
         statement on Form S-4, file no. 333-44028)
10.2*    Addendum, dated as of January 25, 1996, to Lease Agreement, dated
         as of January 18, 1994, by and between Monument Road Associates
         and ATX Telecommunications Services, Inc. (incorporated by
         reference to Exhibit 10.3 to the registration statement on Form
         S-4, file no. 333-44028)
10.3*    Addendum, dated as of January 1, 1998, to Lease Agreement, dated
         as of January 18, 1994, by and between Monument Road Associates
         and ATX Telecommunications Services, Inc. (incorporated by
         reference to Exhibit 10.4 to the registration statement on Form
         S-4, file no. 333-44028)
10.4*    Addendum, dated as of October 1, 1998, to Lease Agreement, dated
         as of January 18, 1994, by and between Monument Road Associates
         and ATX Telecommunications Services, Inc. (incorporated by
         reference to Exhibit 10.5 to the registration statement on Form
         S-4, file no. 333-44028)
10.5*    Addendum, dated as of November 1, 1999, to Lease Agreement, dated
         as of January 18, 1994, by and between Monument Road Associates
         and ATX Telecommunications Services, Inc. (incorporated by
         reference to Exhibit 10.6 to the registration statement on Form
         S-4, file no. 333-44028)
10.6*    Lease Agreement by and between Walnut Bridge Associates and ATX
         Telecommunications Services, Inc., dated as of January 2, 1993
         (incorporated by reference to Exhibit 10.7 to the registration
         statement on Form S-4, file no. 333-44028)
10.7*    Addendum, dated as of July 1, 1995, to Lease Agreement, dated as
         of January 2, 1993, by and between Walnut Bridge Associates and
         ATX Telecommunications Services, Inc. (incorporated by reference
         to Exhibit 10.8 to the registration statement on Form S-4, file
         no. 333-44028)
10.8*    Addendum, dated as of November 1, 1999, to Lease Agreement, dated
         as of January 2, 1993, by and between Walnut Bridge Associates and
         ATX Telecommunications Services, Inc. (incorporated by reference
         to Exhibit 10.9 to the registration statement on Form S-4, file
         no. 333-44028)
10.9*    Addendum, dated as of March 1, 2000, to Lease Agreement, dated as
         of January 2, 1993, by and between Walnut Bridge Associates and
         ATX Telecommunications Services, Inc. (incorporated by reference
         to Exhibit 10.10 to the registration statement on Form S-4, file
         no. 333-44028)
10.10*   Letter of Credit, dated July 30, 1993 (incorporated by reference
         to Exhibit 10.11 to the registration statement on Form S-4, file
         no. 333-44028)
10.11*   Letter of Credit, dated October 14, 1997 (incorporated by
         reference to Exhibit 10.12 to the registration statement on Form
         S-4, file no. 333-44028)
10.12*   Letter of Credit, dated October 19, 1999 (incorporated by
         reference to Exhibit 10.13 to the registration statement on Form
         S-4, file no. 333-44028)
10.13*   Letter of Credit, dated October 30, 1998 (incorporated by
         reference to Exhibit 10.14 to the registration statement on Form
         S-4, file no. 333-44028)
10.14*   Summary of loan by ATX Telecommunications Services, Inc. to Thomas
         Gravina and Debra Buruchian (incorporated by reference to Exhibit
         10.15 to the registration statement on Form S-4, file no.
         333-44028)
10.15*   Summary of indebtedness of ATX Telecommunications Services, Inc.
         to Michael Karp (incorporated by reference to Exhibit 10.16 to the
         registration statement on Form S-4, file no. 333-44028)
10.16*   Summary of provision of services to ATX Telecommunications
         Services, Inc. by University City Housing (incorporated by
         reference to Exhibit 10.17 to the registration statement on Form
         S-4, file no. 333-44028)
10.17*   Form of Tax Disaffiliation Agreement by and between CoreComm
         Incorporated and CoreComm Limited (incorporated by reference to
         Exhibit 10.1 to CoreComm Limited's, a Bermuda corporation and
         predecessor to CoreComm Limited, registration statement on Form
         10-12G/A, file no. 000-24521)
10.18*   CoreComm Limited 1998 Stock Option Plan (incorporated by reference
         to Exhibit 10.2 to CoreComm Limited's, a Bermuda corporation and
         predecessor to CoreComm Limited, registration statement on Form
         10-12G/A, file no. 000-24521)
10.19*   CoreComm Limited Non-Employee Director Stock Option Plan
         (incorporated by reference to Exhibit 10.3 to CoreComm Limited's,
         a Bermuda corporation and predecessor to CoreComm Limited,
         registration statement on Form 10-12G/A, file no. 000-24521)
10.20*   CoreComm Ohio Limited 1999 Stock Option Plan (incorporated by
         reference to Exhibit 10.3 to CoreComm Limited's, a Bermuda
         corporation and predecessor to CoreComm Limited, annual report on
         Form 10-K, filed on March 22, 1999)
10.21*   CoreComm Limited 1999 Stock Option Plan (incorporated by reference
         to Exhibit 10.5 to CoreComm Limited's, a Bermuda corporation and
         predecessor to CoreComm Limited, annual report on Form 10-K, filed
         on March 22, 1999)
10.22*   Amended and Restated Promissory Note made by Voyager.net, Inc. in
         favor of Horizon Cable I Limited Partnership, dated as of
         September 23, 1998 (incorporated by reference to Exhibit 10.3 to
         Voyager.net, Inc.'s registration statement on Form S-1, file no.
         333-77917)
10.23*   Asset Purchase Agreement by and between Voyager Information
         Networks, Inc. and Freeway, Inc. (n/k/a Offline, Inc.), dated as
         of July 27, 1998 (incorporated by reference to Exhibit 10.4 to
         Voyager.net, Inc.'s registration statement on Form S-1, file no.
         333-77917)
10.24*   Asset Purchase Agreement by and among Voyager Information
         Networks, Inc., EXEC-PC, Inc. (n/k/a The Mahoney Group), Robert J.
         Mahoney and Tracey Mahoney, dated as of September 23, 1998,
         (incorporated by reference to Exhibit 10.5 to Voyager.net, Inc.'s
         registration statement on Form S-1, file no. 333-77917)
10.25*   Asset Purchase Agreement by and among Voyager Information
         Networks, Inc., NetLinks Systems, L.L.C., David Shires,
         Christopher Michaels and Edwin Quinones, made as of September 26,
         1998 (incorporated by reference to Exhibit 10.6 to Voyager.net,
         Inc.'s registration statement on Form S-1/A, file no. 333-77917)
10.26*   Reseller Agreement by and between Voyager Information Networks,
         Inc. and Millennium Digital Media Systems, L.L.C., dated as of
         April 13, 1999 (incorporated by reference to Exhibit 10.7 to
         Voyager.net, Inc.'s registration statement on Form S-1/A, file no.
         333-77917)
10.27*   Employment Agreement by and between Voyager Information Networks,
         Inc. and Christopher Torto, dated as of February 20, 1998
         (incorporated by reference to Exhibit 10.8 to Voyager.net, Inc.'s
         registration statement on Form S-1/A, file no. 333-77917)
10.28*   Employment Agreement by and between Voyager Information Networks,
         Inc. and Michael Williams, dated as of January 15, 1999
         (incorporated by reference to Exhibit 10.9 to Voyager.net, Inc.'s
         registration statement on Form S-1, file no. 333-77917)
10.29*   Employment Agreement by and between Voyager Information Networks,
         Inc. and Christopher Michaels, made as of October 2, 1998,
         effective September 30, 1998 (incorporated by reference to Exhibit
         10.10 to Voyager.net, Inc.'s registration statement on Form S-1/A,
         file no. 333-77917)
10.30*   Employment Agreement by and between Voyager Information Networks,
         Inc. and David Shires, made as of October 2, 1998, effective
         September 30, 1998 (incorporated by reference to Exhibit 10.11 to
         Voyager.net, Inc.'s registration statement on Form S-1, file no.
         333-77917)
11.31*   Employment Agreement by and between Voyager Information Networks,
         Inc. and Osvaldo deFaria, made as of January 11, 1999
         (incorporated by reference to Exhibit 10.12 to Voyager.net, Inc.'s
         registration statement on Form S-1, file no. 333-77917)
10.32*   Employment Agreement by and between Voyager Information Networks,
         Inc. and Dennis Stepaniak, dated as of March 18, 1999
         (incorporated by reference to Exhibit 10.13 to Voyager.net, Inc.'s
         registration statement on Form S-1, file no. 333-77917)
10.33*   Agreement Regarding Inventions, Non-competition and
         Confidentiality by and between Voyager Information Networks, Inc.
         and Christopher Torto, dated as of February 20, 1998 (incorporated
         by reference to Exhibit 10.14 to Voyager.net, Inc.'s registration
         statement on Form S-1, file no. 333-77917)
10.34*   Agreement Regarding Inventions, Non-competition and
         Confidentiality by and between Voyager Information Networks, Inc.
         and Michael Williams, dated as of October 15, 1997 (incorporated
         by reference to Exhibit 10.15 to Voyager.net, Inc.'s registration
         statement on Form S-1, file no. 333-77917)
10.35*   Agreement Regarding Inventions, Non-competition and
         Confidentiality by and between Voyager Information Networks, Inc.
         and Osvaldo deFaria, dated as of November 11, 1998 (incorporated
         by reference to Exhibit 10.16 to Voyager.net, Inc.'s registration
         statement on Form S-1, file no. 333-77917)
10.36*   Agreement Regarding Inventions, Non-competition and
         Confidentiality by and between Voyager Information Networks, Inc.
         and Dennis Stepaniak, dated as of March 18, 1998 (incorporated by
         reference to Exhibit 10.17 to Voyager.net, Inc.'s registration
         statement on Form S-1, file no. 333-77917)
10.37*   Employee Non-Competition Agreement by and between Voyager
         Information Networks, Inc. and Christopher Michaels, dated as of
         October 2, 1998 (incorporated by reference to Exhibit 10.18 to
         Voyager.net, Inc.'s registration statement on Form S-1, file no.
         333-7917)
10.38*   Employee Non-Competition Agreement by and between Voyager
         Information Networks, Inc. and David Shires, dated as of October
         2, 1998 (incorporated by reference to Exhibit 10.19 to
         Voyager.net, Inc.'s registration statement on Form S-1, file no.
         333-77917)
10.39*   Employee Agreement by and between Voyager Information Networks,
         Inc. and Anthony Paalz, made as of September 15, 1999
         (incorporated by reference to Exhibit 10.34 to Voyager.net, Inc.'s
         quarterly report on Form 10-Q for the quarter ended September 30,
         1999)
10.40*   Agreement Regarding Inventions, Non-competition and
         Confidentiality by and between Voyager Information Networks, Inc.
         and Anthony Paalz, dated as of September 15, 1999 (incorporated by
         reference to Exhibit 10.35 to Voyager.net, Inc.'s quarterly report
         on Form 10-Q for the quarter ended September 30, 1999)
10.41*  Promissory Note made by Osvaldo deFaria, dated January 11, 1999,
         in favor of Voyager.net, Inc. (incorporated by reference to
         Exhibit 10.23 to Voyager.net, Inc.'s registration statement on
         Form S-1/A, file no. 333-77917)
10.42*   Promissory Note made by Glenn Friedly, dated January 11, 1999, in
         favor of Voyager.net, Inc. (incorporated by reference to Exhibit
         10.24 to Voyager.net, Inc.'s registration statement on Form S-1/A,
         file no. 333-77917)
10.43*   Promissory Note made by Christopher Torto, dated April 13, 1999,
         in favor of Voyager.net, Inc. (incorporated by reference to
         Exhibit 10.25 to Voyager.net, Inc.'s registration statement on
         Form S-1, file no. 333-77917)
10.44*   Voyager.net, Inc. Form of Director Indemnification Agreement
         (incorporated by reference to Exhibit 10.26 of Voyager.net, Inc.'s
         registration statement on Form S-1, file no. 333-77917)
10.45*   Planet Direct Internet Service Provider Agreement by and between
         Planet Direct Corporation and Voyager Information Networks, Inc.,
         dated as of March 17, 1997 (incorporated by reference to Exhibit
         10.28 to Voyager.net, Inc.'s registration statement on Form S-1/A,
         file no. 333-77917)
10.46*   Stock Purchase Agreement by and among Voyager Information
         Networks, Inc., GDR Enterprises, Inc. and each of Ronald M. Rose,
         Luke A. Gain and Stephen L. Dona, dated as of May 7, 1999
         (incorporated by reference to Exhibit 10.30 to Voyager.net, Inc.'s
         registration statement on Form S-1/A, file no. 333-77917)
10.47*   Form of Promissory Note made by Christopher Torto, dated June
         1999, in favor of Voyager.net, Inc. (incorporated by reference to
         Exhibit 10.31 to Voyager.net, Inc.'s registration statement on
         Form S-1/A, file no. 333-77917)
10.48*   CoreComm Limited 2000 Stock Option Plan (incorporated by reference
         to Annex B to CoreComm Limited's Definitive Proxy Statement on
         Schedule 14A for its Annual Meeting of Shareholders filed on April
         27, 2000)
10.49*   CoreComm Limited 2000 Special Stock Option Plan (incorporated by
         reference to Exhibit 4.5 to CoreComm Limited's, a Bermuda
         corporation and predecessor to CoreComm Limited, registration
         statement on Form S-8, file no. 333-33970)
10.50*   CoreComm Limited 2000 Special ATX Stock Option Plan (incorporated
         by reference to Exhibit 10.50 to the registration statement on
         Form S-1/A, file no. 333-47984)
10.51*   CoreComm Limited 2000 Special Voyager Stock Option Plan
         (incorporated by reference to Exhibit 10.51 to the registration
         statement on Form S-1/A, file no. 333-47984)
10.52*   Credit Agreement, dated as of September 28, 2000, by and among
         CoreComm Limited, CoreComm Communications, Inc., CoreComm Holdco,
         Inc., the Lenders party thereto and The Chase Manhattan Bank, as
         Administrative Agent and Collateral Agent (incorporated by
         reference to Exhibit 10.55 to the registration statement on Form
         S-1, file no. 333-47984)
10.53+   First Amendment, dated as of December 15, 2000, to the Credit
         Agreement, dated as of September 28, 2000, by and among CoreComm
         Limited, CoreComm Communications, Inc., CoreComm Holdco, Inc., the
         Lenders party thereto and The Chase Manhattan Bank, as
         Administrative Agent and Collateral Agent
10.54+   Second Amendment, dated as of January 25, 2001, to the Credit
         Agreement, dated as of September 28, 2000, by and among CoreComm
         Limited, CoreComm Communications, Inc., CoreComm Holdco, Inc., the
         Lenders party thereto and The Chase Manhattan Bank, as
         Administrative Agent and Collateral Agent
10.55*   Senior Unsecured Note due September 29, 2003 of CoreComm Limited,
         dated September 29, 2000 issued to Debra Buruchian (incorporated
         by reference to Exhibit 10.53 to the registration statement on
         Form S-1/A, file no. 333-47984)
10.56*   Senior Unsecured Note due September 29, 2003 of CoreComm Limited,
         dated September 29, 2000 issued to Michael Karp (incorporated by
         reference to Exhibit 10.54 to the registration statement on Form
         S-1/A, file no. 333-47984)
10.57*   Senior Unsecured Note due September 29, 2003 of CoreComm Limited,
         dated September 29, 2000 issued to The Florence Karp Trust
         (incorporated by reference to Exhibit 10.55 to the registration
         statement on Form S-1/A, file no. 333-47984)
10.58*   Senior Unsecured Note due September 29, 2003 of CoreComm Limited,
         dated September 29, 2000 issued to Thomas Gravina (incorporated by
         reference to Exhibit 10.56 to the registration statement on Form
         S-1/A, file no. 333-47984)
10.59*   Note Purchase Agreement by and among CoreComm Limited, Michael
         Karp, Debra Buruchian, Thomas Gravina and The Florence Karp Trust,
         dated September 29, 2000 (incorporated by reference to Exhibit
         10.57 to the registration statement on Form S-1/A, file no.
         333-47984)
10.60+   10.75% Senior Unsecured Convertible PIK Note due December 16, 2010
         of CoreComm Limited and CoreComm Holdco, Inc., dated December 15,
         2000, issued to Barclay Knapp
10.61+   10.75% Senior Unsecured Convertible PIK Note due December 23, 2010
         of CoreComm Limited and CoreComm Holdco, Inc., dated December 22,
         2000, issued to Barclay Knapp
10.62+   10.75% Senior Unsecured Convertible PIK Note due December 16, 2010
         of CoreComm Limited and CoreComm Holdco, Inc., dated December 15,
         2000, issued to George S. Blumenthal
10.63+   10.75% Senior Unsecured Convertible PIK Note due December 16, 2010
         of CoreComm Limited and CoreComm Holdco, Inc., dated December 15,
         2000, issued to Richard J. Lubasch
10.64+   10.75% Senior Unsecured Convertible PIK Note due December 16, 2010
         of CoreComm Limited and CoreComm Holdco, Inc., dated December 15,
         2000, issued to Ted H. McCourtney
11+      Statement re computation of per share earnings
21*      Subsidiaries of CoreComm Limited (incorporated by reference to
         Exhibit 21.1 to the registration statement on Form S-1/A, file no.
         333-47984)
23.1+    Consent of Ernst & Young, LLP

+        included herewith
*        previously filed


                                 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 on its behalf by the under signed thereunto duly authorized.

Dated: April 12, 2001

                                                    CORECOMM LIMITED

                                                    By: /s/ RICHARD J. LUBASCH
                                                        ----------------------
                                                    Senior Vice President,
                                                    General Counsel
                                                    and Secretary

         Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the Registrant in the capacities and on the date indicated.

SIGNATURE                              TITLE                         DATE

/s/ GEORGE S. BLUMENTHAL   Chairman of the Board and           April 12, 2001
------------------------   Director
George S. Blumenthal

/s/ BARCLAY KNAPP          Principal Executive and Financial   April 12, 2001
------------------------   Officer and Director
Barclay Knapp

/s/ GREGG GORELICK         Principal Accounting Officer        April 12, 2001
------------------------
Gregg Gorelick

/s/ DEL MINTZ              Director                            April 12, 2001
------------------------
Del Mintz

/s/ ALAN J. PATRICOF       Director                            April 12, 2001
------------------------
Alan J. Patricof

/s/ WARREN POTASH          Director                            April 12, 2001
------------------------
Warren Potash



                     Form 10-K-- Item 14(a)(1) and (2)

                     CoreComm Limited and Subsidiaries

                 Index to Consolidated Financial Statements
                     and Financial Statement Schedules



The following consolidated financial statements of CoreComm Limited and
Subsidiaries and its predecessor OCOM Corporation Telecoms Division are
included in Item 8:

Reports of Independent Auditors ............................................F-2
Consolidated Balance Sheets - December 31, 2000 and 1999 ...................F-4
Consolidated Statements of Operations - Years Ended December 31, 2000 and
 1999, for the Period from April 1, 1998 (date operations commenced) to
 December 31, 1998 and for the Period from January 1, 1998 to
 May 31, 1998 ..............................................................F-5
Consolidated Statement of Shareholders' Equity - Years Ended
 December 31, 2000 and 1999 and for the Period from
 April 1, 1998 (date operations commenced) to December 31, 1998 ............F-6
Statement of Parent's Investment  - For the Period from
 January 1, 1998 to May 31, 1998 ...........................................F-7
Consolidated Statements of Cash Flows - Years Ended December 31, 2000
 and 1999, for the Period from April 1, 1998 (date operations
 commenced) to December 31, 1998 and for the Period from
 January 1, 1998 to May 31, 1998 ...........................................F-8
Notes to Consolidated Financial Statements ................................F-10

The following consolidated financial statement schedules of CoreComm
Limited and Subsidiaries and OCOM Corporation Telecoms Division are
included in Item 14(d):

Schedule I - Condensed Financial Information of Registrant  ...............F-31
Schedule II - Valuation and Qualifying Accounts ...........................F-36

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore
have been omitted.



                       Report of Independent Auditors



Shareholders and Board of Directors
CoreComm Limited

We have audited the consolidated balance sheets of CoreComm Limited and
Subsidiaries as of December 31, 2000 and 1999, and the related consolidated
statements of operations, shareholders' equity and cash flows for the years
ended December 31, 2000 and 1999 and for the period from April 1, 1998
(date operations commenced) to December 31, 1998. Our audits also included
the financial statement schedules listed in the Index at Item 14(a). These
financial statements and schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audits 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of CoreComm Limited and Subsidiaries at December 31, 2000 and
1999, and the consolidated results of their operations and their cash flows
for the years ended December 31, 2000 and 1999 and for the period from
April 1, 1998 (date operations commenced) to December 31, 1998 in
conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedules,
when considered in relation to the basic financial statements taken as a
whole, present fairly in all material respects the information set forth
therein.


                                              ERNST & YOUNG LLP



New York, New York
March 12, 2001, except
for Note 1 as to which
the date is April 11, 2001



                       Report of Independent Auditors





Shareholder
OCOM Corporation Telecoms Division

We have audited the statements of operations, parent's investment and cash
flows of OCOM Corporation Telecoms Division ("OCOM") for the period from
January 1, 1998 to May 31, 1998. Our audit also included the financial
statement schedule listed in the Index at Item 14(a). These financial
statements and schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
and schedule based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects the results of operations and the cash flows of
OCOM Corporation Telecoms Division for the period from January 1, 1998 to
May 31, 1998 in conformity with accounting principles generally accepted in
the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements
taken as a whole, presents fairly in all material respects the information
set forth therein.


                                                ERNST & YOUNG LLP



New York, New York
February 26, 1999



<TABLE>
<CAPTION>

                     CoreComm Limited and Subsidiaries

                        Consolidated Balance Sheets

                                                                                           DECEMBER 31,
                                                                                      2000               1999
                                                                                ------------------ -----------------

ASSETS:
Current assets:
<S>                                                                                 <C>               <C>
   Cash and cash equivalents                                                        $  25,802,000     $  86,685,000
   Marketable securities                                                                4,715,000        92,041,000
   Accounts receivable-trade, less allowance for doubtful accounts
     of $11,034,000 (2000) and $3,949,000 (1999)                                       34,344,000         7,875,000
   Due from NTL Incorporated                                                           17,206,000           195,000
   Other                                                                               10,289,000         5,791,000
                                                                                ------------------ -----------------
Total current assets                                                                   92,356,000       192,587,000

Fixed assets, net                                                                     179,651,000        90,619,000
Goodwill, net of accumulated amortization of $42,028,000 (2000) and
     $7,262,000 (1999)                                                                600,859,000        57,888,000
Intangible assets, net                                                                  6,092,000        38,388,000
Other, net of accumulated amortization of $1,480,000 (2000) and $414,000 (1999)        30,805,000        12,621,000
                                                                                ------------------ -----------------
                                                                                     $909,763,000      $392,103,000
                                                                                ================== =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                  $  73,133,000     $  13,851,000
  Accrued expenses                                                                     90,313,000        32,215,000
  Equipment payable                                                                             -         4,702,000
  Current portion of long-term debt and capital lease obligations                      22,921,000        19,127,000
  Deferred revenue                                                                     29,701,000         1,400,000
                                                                                ------------------ -----------------
Total current liabilities                                                             216,068,000        71,295,000

Long-term debt                                                                        358,624,000       179,318,000
Notes payable to related parties                                                       16,100,000                 -
Capital lease obligations                                                               2,693,000        14,564,000
Commitments and contingent liabilities

Shareholders' equity:
  Series preferred stock - $.01 par value, authorized 5,000,000 shares:
     Series A, liquidation preference $51,086,000; issued and outstanding
      51,000 (2000) and none (1999) shares                                                      -                 -
     Series B, liquidation preference $253,405,000; issued and outstanding
      250,000 (2000) and none (1999) shares                                                 3,000                 -
     Series C,  none issued or outstanding                                                      -                 -
  Common stock - $.01 par value; authorized 200,000,000 shares; issued and
      outstanding 72,029,000 (2000) and 38,556,000 (1999) shares                          720,000           386,000
  Additional paid-in capital                                                          781,357,000       246,319,000
  Deferred non-cash compensation                                                      (21,638,000)                -
  (Deficit)                                                                          (433,590,000)     (119,779,000)
                                                                                ------------------ -----------------
                                                                                      326,852,000       126,926,000
  Treasury stock at cost, 1,329,000 shares                                            (10,574,000)                -
                                                                                ------------------ -----------------
                                                                                      316,278,000       126,926,000
                                                                                ------------------ -----------------
See accompanying notes                                                               $909,763,000      $392,103,000
                                                                                ================== =================




</TABLE>
<TABLE>
<CAPTION>

                     CoreComm Limited and Subsidiaries
           and its Predecessor OCOM Corporation Telecoms Division

                   Consolidated Statements of Operations






                                                                                                                    THE
                                                                                                                PREDECESSOR
                                                                                          FOR THE PERIOD           (OCOM)
                                                                                          FROM APRIL 1,     --------------------
                                                                                            1998 (DATE        FOR THE PERIOD
                                                                                            OPERATIONS        FROM JANUARY 1,
                                                                                          COMMENCED) TO           1998 TO
                                                      YEAR ENDED DECEMBER 31,              DECEMBER 31,           MAY 31,
                                                    2000                  1999                 1998                1998
                                             -------------------- --------------------- ------------------- --------------------

<S>                                             <C>                  <C>                    <C>                  <C>
REVENUES                                        $   132,122,000      $   58,151,000         $   6,713,000        $ 1,452,000

COSTS AND EXPENSES
Operating                                           142,323,000          58,561,000             5,584,000            772,000
Selling, general and administrative                 111,010,000          74,185,000            11,940,000          3,205,000
Corporate                                            12,884,000           7,996,000             2,049,000                  -
Non-cash compensation                                43,440,000           1,056,000             4,586,000                  -
Other charges                                        12,706,000                  -                     -                   -
Write-down of intangibles                            35,920,000                  -                     -                   -
Depreciation                                         30,746,000          10,945,000               749,000            255,000
Amortization                                         42,420,000           8,633,000               231,000              2,000
                                             -------------------- --------------------- ------------------- --------------------
                                                    431,449,000         161,376,000            25,139,000          4,234,000
                                             -------------------- --------------------- ------------------- --------------------
Operating (loss)                                   (299,327,000)       (103,225,000)          (18,426,000)        (2,782,000)

OTHER INCOME (EXPENSE)
Interest income and other, net                        6,223,000           5,773,000             2,632,000                  -
Interest expense                                    (20,457,000)         (5,341,000)              (21,000)                 -
                                             -------------------- --------------------- ------------------- --------------------
(Loss) before income taxes                         (313,561,000)       (102,793,000)          (15,815,000)        (2,782,000)
Income tax provision                                   (250,000)           (731,000)             (440,000)                 -
                                             -------------------- --------------------- ------------------- --------------------
Net (loss)                                        $(313,811,000)      $(103,524,000)         $(16,255,000)       $(2,782,000)
                                             ==================== ===================== =================== ====================

Basic and diluted net (loss) per
 share                                                  $(6.73)              $(3.03)                $(.55)             $(.09)
                                             ==================== ===================== =================== ====================


See accompanying notes.


</TABLE>



<TABLE>
<CAPTION>

                               Consolidated Statement of Shareholders' Equity

                                     For the Period from April 1, 1998
                                  (date operations commenced) to December
                                      31, 1998 and for the Years Ended
                                         December 31, 1999 and 2000

                                    SERIES A       SERIES B                                ADDITIONAL
                                    Preferred      Preferred Stock    Common Stock          PAID-IN
                                    Stock
                                    -----------------------------------------------------
                                    Shares  Par    Shares    Par      Shares      Par       Capital
                                    --------------------------------------------------------------------

<S>                                  <C>      <C>    <C>     <C>    <C>          <C>      <C>
Initial contribution                                                2,700,000    $27,000  $22,158,000
Capital contributions                                              26,994,000    270,000  158,508,000
Issuance of stock options                                                                   4,586,000
Exercise of warrants                                                    3,000                   3,000
Net (loss) for the period
from April 1, 1998(date operations
commenced) to December 31,1998
                                    --------------------------------------------------------------------
Balance, December 31, 1998                                         29,697,000    297,000  185,255,000
                                    --------------------------------------------------------------------
Exercise of stock options                                             804,000      8,000    5,232,000
Exercise of warrants                                                4,810,000     48,000   10,857,000
Common stock issued for acquisition                                 3,245,000     33,000   30,792,000
Stock options issued for acquisition                                                        4,027,000
Warrants issued for acquisition                                                             9,100,000
Non-cash compensation expense                                                               1,056,000
Net (loss) for the year ended
December 31, 1999
                                    --------------------------------------------------------------------
Balance, December 31,  1999                                        38,556,000    386,000  246,319,000
                                    ----------------------------------------- --------------------------

Exercise of stock options                                           2,276,000     23,000   18,967,000
Exercise of warrants                                                   35,000          -      276,000
Common stock issued for acquisitions                               31,833,000    318,000  333,049,000
Preferred stock issued for an
acquisition                                       250,000  $3,000                          67,295,000
Preferred stock issued for cash       50,000  $ -                                          50,000,000
Accreted dividends on preferred
stock                                                                                      (4,491,000)
Preferred stock issued for dividends   1,000    -                                           1,086,000
Deferred non-cash compensation                                                             60,290,000
Non-cash compensation  expense
Repurchase of common stock
 underlying rescinded options                                        (671,000)    (7,000)  (6,796,000)
Expense from rescission of stock
 options                                                                                    4,788,000
Common stock issued for acquisition
 and returned to  treasury, at cost                                                        10,574,000
Net (loss) for the year ended
 December 31, 2000
                                    --------------------------------------------------------------------
Balance, December 31, 2000             51,000 $ - 250,000  $3,000  72,029,000   $720,000 $781,357,000
                                    ====================================================================



                               Consolidated Statement of Shareholders' Equity

                                     For the Period from April 1, 1998
                                  (date operations commenced) to December
                                      31, 1998 and for the Years Ended
                                         December 31, 1999 and 2000




                                            DEFERRED                           TREASURY STOCK
                                            NON-CASH                     ------------------------------
                                          COMPENSATION      (DEFICIT)       SHARES        AMOUNT
                                          -------------------------------------------------------------
<S>                                            <C>          <C>             <C>           <C>
Initial contribution
Capital contributions
Issuance of stock options
Exercise of warrants
Net (loss) for the period
from April 1, 1998(date operations
commenced) to December 31,1998                              $(16,255,000)
                                           ------------------------------------------------------------
Balance, December 31, 1998                                   (16,255,000)
Exercise of stock options                  ------------------------------------------------------------
Exercise of warrants
Common stock issued for acquisition
Stock options issued for acquisition
Warrants issued for acquisition
Non-cash compensation expense
Net (loss) for the year ended
December 31, 1999                                           (103,524,000)

                                        ---------------------------------------------------------------
Balance, December 31,  1999                                 (119,779,000)
                                        ---------------------------------------------------------------
Exercise of stock options
Exercise of warrants
Common stock issued for acquisitions
Preferred stock issued for an
acquisition
Preferred stock issued for cash
Accreted dividends on preferred
stock
Preferred stock issued for dividends
Deferred non-cash compensation             $(31,338,000)
Non-cash compensation  expense                9,700,000
Repurchase of common stock
 underlying rescinded options
Expense from rescission of stock
 options
Common stock issued for acquisition
 and returned to  treasury, at cost                                         (1,329,000)   $(10,574,000)
Net (loss) for the year ended
 December 31, 2000                                          (313,811,000)
                                        ---------------------------------------------------------------
Balance, December 31, 2000                 $(21,638,000)   $(433,590,000)   (1,329,000)   $(10,574,000)
                                        ===============================================================


The Consolidated Statement of Shareholders' Equity reflects on a
retroactive basis the 3-for-2 stock split by way of a stock dividend paid
on September 2, 1999 and the 3-for-2 stock split by way of a stock dividend
paid on February 2, 2000.

See accompanying notes.

</TABLE>





                      Statement of Parent's Investment
          of OCOM Corporation Telecoms Division (the Predecessor)

            For the Period from January 1, 1998 to May 31, 1998






Balance, December 31, 1997                                $ 321,000
Capital contributions                                     4,261,000
Net (loss) for the five months ended May 31, 1998        (2,782,000)
                                                       --------------
Balance, May 31, 1998                                    $1,800,000
                                                       ==============



See accompanying notes.


<TABLE>
<CAPTION>


                   Consolidated Statements of Cash Flows


                                                                                                                 THE PREDECESSOR
                                                                                                                      (OCOM)
                                                                                          FOR THE PERIOD FROM   -------------------
                                                                                          APRIL 1, 1998 (DATE     FOR THE PERIOD
                                                                                              OPERATIONS         FROM JANUARY 1,
                                                                                             COMMENCED) TO           1998 TO
                                                         YEAR ENDED DECEMBER 31,             DECEMBER 31,            MAY 31,
                                                         2000               1999                1998                  1998
                                                 -------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                   <C>                 <C>                  <C>                <C>
  Net (loss)                                          $(313,811,000)      $(103,524,000)       $(16,255,000)      $(2,782,000)
  Adjustments to reconcile net (loss) to
    net cash (used in) operating
    activities:
    Depreciation and amortization                        73,166,000          19,578,000             980,000           257,000
    Non-cash compensation                                43,440,000           1,056,000           4,586,000                 -
    Provision for losses on accounts
      receivable                                          7,130,000           3,241,000             501,000            92,000
    Write-down of intangible assets                      35,920,000                 -                  -                    -
    Accretion of interest on marketable
      securities                                         (2,440,000)         (3,053,000)           (639,000)                -
    Amortization of original issue
      discount                                            1,221,000                 -                  -                    -
    Other                                                 2,043,000             239,000            (119,000)                -
    Changes in operating assets and
      liabilities, net of effect from
      business acquisitions:
     Accounts receivable                                 (7,383,000)          3,115,000            (480,000)         (262,000)
     Due from affiliates                                (17,011,000)          1,759,000          (1,954,000)                -
     Other current assets                                   (70,000)         (3,488,000)           (287,000)         (179,000)
     Other assets                                        (2,238,000)         (2,783,000)         (2,824,000)                -
     Accounts payable                                    17,716,000           5,390,000           1,261,000          (311,000)
     Accrued expenses                                    14,097,000           6,114,000           2,814,000          (453,000)
     Deferred revenue                                    17,218,000             (61,000)             94,000                 -
                                                 -------------------------------------------------------------------------------
  Net cash (used in) operating activities              (131,002,000)        (72,417,000)        (12,322,000)       (3,638,000)

  INVESTING ACTIVITIES
  Purchase of fixed assets                              (65,321,000)        (20,575,000)         (2,341,000)         (623,000)
  Acquisitions, net of cash acquired                    (98,613,000)        (47,056,000)                 -                  -
  Purchase of marketable securities                     (38,730,000)       (142,922,000)       (110,079,000)                -
  Proceeds from sale of marketable
    securities                                          128,496,000         164,652,000                -                    -
                                                 -------------------------------------------------------------------------------
  Net cash (used in) investing activities               (74,168,000)        (45,901,000)       (112,420,000)         (623,000)

</TABLE>


<TABLE>
<CAPTION>


             Consolidated Statements of Cash Flows (continued)



                                                                                                                 THE PREDECESSOR
                                                                                                                      (OCOM)
                                                                                          FOR THE PERIOD FROM   -------------------
                                                                                          APRIL 1, 1998 (DATE     FOR THE PERIOD
                                                                                              OPERATIONS         FROM JANUARY 1,
                                                                                             COMMENCED) TO           1998 TO
                                                         YEAR ENDED DECEMBER 31,             DECEMBER 31,            MAY 31,
                                                         2000               1999                1998                  1998
                                                   --------------------------------------------------------------------------------
FINANCING ACTIVITIES
<S>                                                   <C>                  <C>                <C>                    <C>
Capital contributions                                             -                 -         150,904,000            4,261,000
Proceeds from borrowings, net of
  financing costs                                       103,328,000       168,545,000                  -                     -
Proceeds from issuance of preferred
  stock                                                  50,000,000                 -                  -                     -
Proceeds from exercise of stock options
  and warrants                                           12,463,000        16,145,000               3,000                    -
Principal payments                                       (5,936,000)       (3,469,000)                  -                    -
Principal payments of capital lease
  obligations                                           (15,568,000)       (2,379,000)             (4,000)                   -
                                                   ----------------- ------------------ -------------------- ----------------------
Net cash provided by financing
  activities                                            144,287,000       178,842,000         150,903,000            4,261,000
                                                   ----------------- ------------------ -------------------- ----------------------
(Decrease) increase in cash and cash
  equivalents                                           (60,883,000)       60,524,000          26,161,000                    -
Cash and cash equivalents at beginning
 of period                                               86,685,000        26,161,000                   -                    -
                                                   ----------------- ------------------ -------------------- ----------------------
Cash and cash equivalents at end of
  period                                              $  25,802,000     $  86,685,000         $26,161,000      $             -
                                                   ================= ================== ==================== ======================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION
Cash paid for interest                                $  14,362,000      $  2,032,000    $          4,000      $             -
Income taxes paid                                           369,000         1,421,000                   -                    -

SUPPLEMENTAL SCHEDULE OF NONCASH
   INVESTING ACTIVITIES
Capital contributions of noncash net
  assets                                           $              -      $          -    $     30,059,000      $             -
Liabilities incurred to acquire fixed
  assets                                                 35,626,000        19,621,000             175,000                    -
Common stock, preferred stock, stock
  options and warrants issued for
  acquisitions                                          400,665,000        43,952,000                   -                    -
Notes issued for acquisition, net
  of discount                                            94,015,000                 -                   -                    -

See accompanying notes.

</TABLE>




                 Notes to Consolidated Financial Statements



1.  ORGANIZATION AND BUSINESS

    CoreComm Limited (the "Company"), formerly a wholly-owned subsidiary of
    Cellular Communications of Puerto Rico, Inc. ("CCPR"), was formed in March
    1998 in order to succeed to the businesses and assets that were operated by
    OCOM Corporation and as an appropriate vehicle to pursue new
    telecommunications opportunities outside of Puerto Rico and the U.S. Virgin
    Islands. Operations commenced in April 1998. In September 1998, CCPR made a
    cash contribution to the Company of $150,000,000 and distributed 100% of the
    outstanding shares of the Company on a one-for-one basis to CCPR's
    shareholders.

    In September 2000, the Company, a Bermuda corporation, merged with and into
    its newly-formed, wholly-owned Delaware corporate subsidiary. The Delaware
    corporation then merged into ATX Telecommunications Services, Inc. ("ATX")
    with ATX being the surviving corporation and changing its name to CoreComm
    Limited. For accounting purposes, the Company's predecessor is CoreComm
    Limited, the Bermuda corporation.

    The Company's competitive local exchange carrier ("CLEC"), cellular long
    distance, landline long distance and cellular resale businesses were
    formerly owned and operated by OCOM Corporation Telecoms Division ("OCOM").
    CCPR acquired the operating assets and related liabilities of these
    businesses from OCOM on June 1, 1998. OCOM is the original predecessor
    business to the Company.

    The Company provides integrated telephone, Internet and high-speed data
    services to business and residential customers in targeted markets
    throughout the United States. As of December 31, 2000, the Company's
    customers are located throughout the United States, although much of the
    Company's business is conducted in Pennsylvania, Ohio and Michigan.

    In April 2001, the Company completed a reevaluation of its business plan in
    light of current market conditions and has made significant modifications to
    its plans. The Company currently intends to devote its resources to the more
    profitable areas of its business and substantially reduce its operations and
    related costs in the other areas of its business. The Company expects a
    portion of its residential customer base to decline over time due to a
    combination of churn and a decline in new customer growth. In addition, the
    Company intends to sell its non-CLEC assets and businesses, and has decided
    to select and retain one or more investment banks in April 2001 for the
    purpose of conducting this sale. The Company expects to record significant
    charges in 2001 in connection with these plans to reduce costs and sell
    non-CLEC assets and businesses. The Company currently expects the charges
    relating to the cost reductions and the sale of non-CLEC assets and
    businesses to be in excess of $100 million, substantially all of which is a
    non-cash charge from the write down of intangible assets that became
    impaired as a result of the decision in April 2001 to sell non-CLEC assets
    and businesses.

    In April 2001, the Company entered into financing arrangements to provide
    $80 million of additional cash, which it expects to receive in April 2001.
    The arrangements include $55 million to be provided under an Amended and
    Restated Agreement Credit Agreement that amends and restates the term loan
    facility and revolving credit facility described in Note 9. A portion of the
    $55 million will come from The Chase Manhattan Bank ("Chase"), and the
    remainder from America Online, Inc. ("AOL") and Goldman Sachs Credit
    Partners. The remainder of the $80 million is in the form of debt financing
    to be provided by Booth American Company and NTL Incorporated ("NTL") in the
    amounts of $10 million and $15 million, respectively.

    In connection with these arrangements, the Company entered into certain
    other agreements including the following:

    o   A marketing agreement with AOL to market a joint CoreComm/AOL bundled
        package in the Company's market areas. The Company also committed to
        purchase $22.5 million in advertising from AOL of which $7.5 million is
 !      payable immediately for advertising to be utilized in 2001. The
        remainder is for advertising to be utilized in 2002.

    o   The Company will pay $9 million in fees in connection with the ATX and
        Voyager.net, Inc. ("Voyager") acquisitions which are included in accrued
        expenses at December 31, 2000.

    o   The Company agreed to pay Chase $500,000 upon receipt of funds under the
        Credit Agreement.

    o   A network and software agreement with NTL pursuant to which the Company
        will provide U.S. network access on the Company's network for U.K.
        Internet traffic from NTL's U.K. customers for three years, as well as a
        royalty free license to use certain billing and provisioning software
        and know-how.

    o   The Company agreed to amend the conversion price of the Series A
        preferred stock issued in September 2000 to Booth American Company to
        the stated liquidation value of $1,000 per Series A preferred share
        divided by $1.75 from the stated liquidation value of $1,000 per share
        divided by $14.36.

    o   The Company agreed to issue to lenders warrants to purchase
        approximately 10.6 million shares of its common stock at an exercise
        price of $.01 per share that expire in April 2011. If the Company
        reduces the aggregate commitments under the Credit Agreement by $40
        million on or prior to September 30, 2001, warrants issued to purchase
        approximately 4.2 million shares of common stock may be canceled.
        Warrants to purchase an aggregate of approximately 1.3 million shares of
        common stock issued in December 2000 and January 2001 will be canceled
        upon the issuance of these new warrants.

    The Company anticipates that it will have sufficient cash to execute its
    revised business plan, however, there can be no assurance that: (a) actual
    costs will not exceed the amounts estimated or that additional funding
    substantially in excess of the amounts estimated will not be required, (b)
    the Company and its subsidiaries will be able to generate sufficient cash
    from operations to meet capital requirements, debt service and other
    obligations when required, (c) the Company will be able to access such cash
    flow or (d) the Company will not be adversely affected by interest rate
    fluctuations. The Company continues to review its operations and may incur
    additional charges in the future related to further restructuring or
    downsizing of its operations.

    The Amended and Restated Credit Agreement amends and restates the term loan
    facility and revolving credit facility described in Note 9. The aggregate
    amount available was amended to $156.1 million of which the term loan
    facility is $106.1 million and the revolving credit facility is $50 million.
    In addition, the interest rate was amended to, at the Company's option,
    either 3.5% per annum plus the base rate, which is the higher of the prime
    rate or the federal funds effective rate plus 0.5% per annum, or the
    reserve-adjusted London Interbank Offered Rate plus 4.5% per annum.

    In April 2001, the Company entered into agreements with Booth American
    Company and NTL for the issuance of $10 million and $15 million,
    respectively, of unsecured convertible notes. These notes will mature in
    April and May 2011. Interest on the notes is at an annual rate of 10.75%
    payable semiannually on October 15 and April 15 of each year, commencing
    October 15, 2001. The interest will be payable in kind by the issuance of
    additional unsecured convertible notes in such principal amount as shall
    equal the interest payment that is then due. These notes will be convertible
    into common stock prior to maturity at a conversion price of $1.00 per
    share, subject to adjustment. The additional notes issued for interest will
    have an initial conversion price equal to 120% of the weighted average
    closing price of our common stock for a specified period. These notes will
    be redeemable, in whole or in part, at our option, at any time in April or
    May 2003, at a redemption price of 103.429% that declines annually to 100%
    in April or May 2007, in each case together with accrued and unpaid interest
    to the redemption date.


    The following is the revenues from external customers for each of the
    Company's communication services:
<TABLE>
<CAPTION>

                                                                                                   THE PREDECESSOR
                                                                          FOR THE PERIOD               (OCOM)
                                                                        FROM APRIL 1, 1998   -----------------------------
                                                                         (DATE OPERATIONS
                                                                           COMMENCED) TO               FOR THE
                                         YEAR ENDED DECEMBER 31,            DECEMBER 31,         PERIOD FROM JANUARY 1,
                                                                                                    1998 TO MAY 31,
                                         2000              1999                1998                      1998
                                   ---------------------------------------------------------------------------------------

<S>                                    <C>               <C>                 <C>                      <C>
       Telecommunications              $102,033,000      $47,456,000         $2,993,000               $   217,000
       Internet and Data                 28,788,000        6,996,000            155,000                         -
       Other                  (a)         1,301,000        3,699,000          3,565,000                 1,235,000
                                   ---------------------------------------------------------------------------------------
                                       $132,122,000      $58,151,000         $6,713,000                $1,452,000
                                   =======================================================================================
</TABLE>

    (a)     Other includes cellular long distance, wireless and paging revenue.

2.  SIGNIFICANT ACCOUNTING POLICIES

    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 amounts reported in the financial statements and
    accompanying notes. Actual results could differ from those estimates.

    PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the accounts of the Company,
    its wholly-owned subsidiaries and those entities where the Company's
    interest is greater than 50%. Significant intercompany accounts and
    transactions have been eliminated in consolidation.

    CASH EQUIVALENTS

    Cash equivalents are short-term highly liquid investments purchased with a
    maturity of three months or less. Cash equivalents were approximately $25.5
    million and $71.6 million at December 31, 2000 and 1999, respectively, and
    consisted of corporate commercial paper.

    MARKETABLE SECURITIES

    Marketable securities are classified as available-for-sale, which are
    carried at fair value. Unrealized holding gains and losses on securities,
    net of tax, are carried as a separate component of shareholders' equity. The
    amortized cost of debt securities is adjusted for amortization of premiums
    and accretion of discounts to maturity. Such amortization is included in
    interest income. Realized gains and losses and declines in value judged to
    be other than temporary will be included in interest income. The cost of
    securities sold or matured is based on the specific identification method.
    Interest on securities is included in interest income.

    Marketable securities at December 31, 2000 and 1999 consisted of corporate
    commercial paper. During the years ended December 31, 2000 and 1999 and for
    the period from April 1, 1998 (date operations commenced) to December 31,
    1998, there were no realized gains or losses on sales of securities. All of
    the marketable securities as of December 31, 2000 and 1999 had a contractual
    maturity of less than one year.

    ALLOWANCE FOR DOUBTFUL ACCOUNTS

    The Company records an estimate of uncollectible accounts receivable based
    on the current aging of its receivables and its prior collection experience.

    FIXED ASSETS

    Fixed assets are stated at cost. Depreciation is computed by the
    straight-line method over the estimated useful lives of the assets.
    Estimated useful lives are as follows: operating equipment - 3 to 15 years,
    computer hardware and software - 3 or 5 years and other equipment - 2 to 7
    years, except for leasehold improvements for which the estimated useful
    lives are the term of the lease.

    Long-lived assets are reviewed for impairment whenever events or changes in
    circumstances indicate that the carrying amount may not be recoverable. If
    the sum of the expected future undiscounted cash flows is less than the
    carrying amount of the asset, a loss is recognized for the difference
    between the fair value and carrying value of the asset.

    GOODWILL

    Goodwill is the excess of the purchase price over the fair value of net
    assets acquired in business combinations accounted for as purchases.
    Goodwill is amortized on a straight-line basis over the period benefited,
    which is estimated to be 5 or 7 years. The Company continually reviews the
    recoverability of the carrying value of goodwill using the same methodology
    that it uses for the evaluation of its other long-lived assets.

    LMDS LICENSE COSTS

    The costs incurred to acquire the Local Multipoint Distribution Service
    ("LMDS") licenses from the Federal Communications Commission (the "FCC")
    were deferred and will be amortized on a straight-line basis over the term
    of the licenses upon the commencement of operations. The Company continually
    reviews the recoverability of the carrying value of LMDS licenses using the
    same methodology that it uses for the evaluation of its other long-lived
    assets.

    INTANGIBLE ASSETS

    Intangible assets include workforce and customer lists. These are
    acquisition-related assets which are stated at their estimated fair value as
    of the date acquired in a business combination accounted for as a purchase,
    less accumulated amortization. Amortization is recorded on a straight-line
    basis over estimated useful lives of 2 and 7 years. The Company continually
    reviews the recoverability of the carrying value of the intangible assets
    using the same methodology that it uses for the evaluation of its other
    long-lived assets.

    OTHER ASSETS

    Other assets include deferred financing costs and notes receivable from
    former officers of Voyager. Deferred financing costs were incurred in
    connection with the issuance of debt and are charged to interest expense
    over the term of the related debt. The notes receivable earn interest at 5%
    per annum and are due in 2002 and 2003.

    NET (LOSS) PER SHARE

    The Company reports its basic and diluted net (loss) per share in accordance
    with Financial Accounting Standards Board ("FASB") Statement of Financial
    Accounting Standards ("SFAS") No. 128, "Earnings Per Share." The weighted
    average shares used for the computation of net (loss) per share prior to
    September 1998 are equivalent to CCPR's historical weighted average shares
    (since CCPR shareholders received one share of the Company for each CCPR
    share owned).

    REVENUE RECOGNITION AND CERTAIN COST CLASSIFICATIONS

    Revenues are recognized at the time the service is rendered to the customer
    or the performance of the service has been completed. Charges for services
    that are billed in advance are deferred and recognized when earned.

    Operating costs includes direct costs of sales and network costs. Direct
    cost of sales includes the costs directly incurred primarily with other
    telecommunications carriers in order to render services to customers.
    Network costs include the costs of fiber and access, points of presence,
    repairs and maintenance, rent, utilities and property taxes of the
    telephone, Internet and data network, as well as salaries and related
    expenses of network personnel.

    ADVERTISING EXPENSE

    The Company charges the cost of advertising to expense as incurred.
 !  Advertising costs for the years ended December 31, 2000 and 1999, for the
    period from April 1, 1998 (date operations commenced) to December 31, 1998
    and for the period from January 1, 1998 to May 31, 1998 were $8,683,000,
    $4,407,000, $812,000 and $79,000, respectively.

    STOCK-BASED COMPENSATION

    The Company has adopted the disclosure-only provisions of SFAS No. 123,
    "Accounting for Stock-Based Compensation." The Company applies APB Opinion
    No. 25, "Accounting for Stock Issued to Employees" and related
    interpretations in accounting for its stock option plans.

    RECLASSIFICATIONS

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

3.  RECENT ACCOUNTING PRONOUNCEMENTS

    In December 1999, the Securities and Exchange Commission issued Staff
    Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
    Statements." SAB 101 provides guidance on the recognition, presentation and
    disclosure of revenue in financial statements. SAB 101 was required to be
    adopted retroactive to January 1, 2000. The adoption of SAB 101 had no
    significant effect on revenues or results of operations.

    In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
    Instruments and Hedging Activities," as amended by SFAS Nos. 137 and 138.
    This new accounting standard was required to be adopted by the Company
    effective January 1, 2001. The adoption of this new standard had no
    significant effect on the results of operations, financial condition or cash
    flows of the Company.

    In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income"
    and SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
    Information," both of which had no effect on the consolidated financial
    statements. The Company operates in a single business segment.

4.  CERTAIN RISKS AND UNCERTAINTIES

    The Company requires additional financing. There can be no assurance that
    the required financing will be obtained on acceptable terms or at all.

    The Company's performance is affected by, among other things, its ability to
    implement expanded interconnection and collocation with the facilities of
    incumbent local exchange carriers ("ILECs") and develop efficient and
    effective working relationships with the ILECs and other carriers. The
    Company has installed its own switches and related equipment in certain of
    its markets. The Company will continue to lease the unbundled local loop
 !  needed to connect its customers to its switches. The Company purchases
    capacity from the ILECs on a wholesale basis pursuant to contracts and sells
    it at retail rates to its customers. The Company depends upon the ILECs to
    maintain the quality of their service to the Company's customers. Also,
    except for CLEC customers who are connected to one of the Company's switches
    and Internet services customers, the Company depends upon the ILECs for
    accurate and prompt billing information in order for the Company to bill its
    customers.

    The Company's business is highly competitive which results in pricing
    pressure and increasing customer acquisition costs. Expenses are expected to
    exceed revenues in each location in which the Company offers service until a
    sufficient customer base is established.

5.  INTANGIBLE ASSETS

    Intangible assets consist of:
<TABLE>
<CAPTION>
                                                                                               DECEMBER 31,
                                                                                        2000                 1999
                                                                                --------------------- --------------------

<S>                                                                                 <C>                      <C>
LMDS license costs                                                                  $    4,230,000           $25,366,000
Workforce, net of accumulated amortization of $198,000 (2000) and
  $310,000 (1999)                                                                           52,000             1,160,000
Customer lists, net of accumulated amortization of $530,000 (2000) and
  $1,478,000 (1999)                                                                      1,810,000            11,862,000
                                                                                --------------------- --------------------
                                                                                        $6,092,000           $38,388,000
                                                                                ===================== ====================
</TABLE>


5.  INTANGIBLE ASSETS (CONTINUED)

    On September 29, 2000, the Company completed two significant acquisitions.
    The Company acquired Voyager, a large independent Internet communications
    company focused on the Midwestern United States. Voyager was acquired for
    approximately $36.1 million in cash and 19,435,000 shares of the Company's
    common stock. The common stock was valued at $154.6 million, the fair value
    at the time of the closing of the transaction. In addition, the Company
    incurred acquisition related costs of approximately $9.4 million and repaid
    approximately $24.0 million of Voyager debt including accrued interest.

    The Company also acquired ATX, a CLEC providing integrated voice and
    high-speed data services, including long distance, local, wireless and
    network services through the use of telephone switching equipment and other
    physical facilities in the New York - Virginia corridor. ATX was acquired
    for approximately $39.4 million in cash, approximately $108.7 million
    principal amount of the Company's senior unsecured notes due 2003,
    12,398,000 shares of the Company's common stock and 250,000 shares of the
    Company's Series B preferred stock with a stated value of $250.0 million.
    The common stock was valued at $178.7 million, the fair value at the time of
    the third amendment to the ATX merger agreement on July 31, 2000. The senior
    unsecured notes and the Series B preferred stock were valued at $94.0
    million and $67.3 million, respectively, the fair value on the date of
    issuance. In addition, the Company incurred acquisition related costs of
    approximately $12.4 million.

    These acquisitions have been accounted for as purchases, and, accordingly
    the net assets and results of operations of the acquired businesses have
    been included in the consolidated financial statements from the date of
    acquisition. The aggregate purchase price of $615.9 million exceeded the
    estimated fair value of net tangible assets acquired by $588.5 million,
    which was allocated to goodwill. Under the purchase method of accounting,
    the purchase price is allocated to the assets acquired and liabilities
    assumed based on the estimated fair values at acquisition. Changes to the
    allocation of purchase price are anticipated as valuations of assets and
    liabilities are completed.

    In May 1999, the Company acquired 100% of the stock of MegsINet Inc., a
    national Internet Service Provider ("ISP") in Chicago for a total
    consideration of $16.8 million in cash and 3,245,000 shares of the Company's
    common stock. In addition, the Company exchanged MegsINet stock options for
    options to purchase 444,000 shares of the Company's common stock, repaid
    $2.0 million of MegsINet debt and incurred acquisition related costs of $1.2
    million. The common stock portion of the consideration was valued at $30.8
    million, the fair value on the date prior to the announcement. The stock
    options were valued at $4.0 million using the Black-Scholes option pricing
    model.

    Also in May 1999, the Company acquired the wireline assets of USN
    Communications, Inc., which was a CLEC that operated on a resale basis, for
    a cash payment of $26.4 million, warrants to purchase 563,000 shares of the
    Company's common stock at a price of $13.33 per share and 225,000 shares at
    a price of $22.22 per share, and a potential contingent cash payment which
    was capped at $58.6 million. The contingent payment was payable only if the
    USN assets met or exceeded operating performance thresholds. The Company
    does not expect the actual payment, if any, to be significant. The warrants
    were valued at $9.1 million, the fair value on the date of issuance. In
    addition, the Company incurred acquisition related costs of $1.0 million.

    These acquisitions have been accounted for as purchases, and, accordingly,
    the net assets and results of operations of the acquired businesses have
    been included in the consolidated financial statements from the dates of
    acquisition. The aggregate purchase price of $91.3 million exceeded the fair
    value of the net tangible assets acquired by $75.6 million, which was
    allocated as follows: $13.3 million to customer lists, $1.5 million to
    workforce and $60.8 million to goodwill.


    The pro forma unaudited consolidated results of operations for the years
    ended December 31, 2000 and 1999 assuming consummation of the acquisitions
  ! as of January 1, 1999 are as follows:

<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER 31,
                                                                                2000                    1999
                                                                      ---------------------------------------------

<S>                                                                           <C>                   <C>
  Total revenue                                                               $298,446,000          $297,873,000
  Net (loss)                                                                  (432,255,000)         (270,389,000)
  Basic and diluted net (loss) per share                                             (6.46)                (4.33)
</TABLE>

    A significant component of the 1999 pro forma results is associated with the
    acquisition of certain assets of USN. Although USN quickly developed a large
    customer list and revenue base in 1997 and 1998, it had difficulties under
    its previous management providing services, including billing, customer care
    and other operational areas, and filed for bankruptcy in February 1999.
    Since the acquisition, we have been successful in improving these operations
    in many areas. However, because of quality deficiencies in the operations
    acquired from USN, and the need to improve quality in order to continue to
    sell lines in the former USN markets, and consistent with our due diligence,
    transaction structure and purchase price, revenues associated with the USN
    assets declined significantly since our acquisition.

    In accordance with our accounting policy, at December 31, 2000 the Company
    reduced the carrying amount of certain intangible assets from business
    combinations to their fair value. Goodwill and other intangibles with a book
    value of $14,784,000 were written-off. The goodwill had useful lives of 5
    and 10 years, and the other intangibles had useful lives of 3 and 5 years.

6.  LMDS LICENSE COSTS

    Cortelyou Communications Corp. ("Cortelyou"), a wholly-owned subsidiary of
    the Company, was the successful bidder for 15 Block A LMDS licenses in Ohio.
    The LMDS licenses were acquired for an aggregate of $25.4 million, which
    includes costs incurred of $125,000. LMDS frequencies are used for the
    provision of voice and data services to businesses and homes in competition
    with ILECs and/or cable television operators. The FCC has allocated two
    blocks of frequencies to be licensed in each of the 493 Basic Trading Areas
    in the United States and its territories based on an auction that ended in
    March 1998. At December 31, 2000, the Company reduced the carrying amount of
    the LMDS licenses by $21,136,000 to reflect their estimated fair value.

7.  FIXED ASSETS

    Fixed assets consist of:
<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                                2000                    1999
                                                                      ---------------------------------------------

<S>                                                                        <C>                      <C>
  Operating equipment                                                      $131,470,000             $50,290,000
  Computer hardware and software                                             53,960,000              17,455,000
  Other equipment                                                            15,680,000               9,300,000
  Construction-in-progress                                                   19,985,000              24,681,000
                                                                      ---------------------------------------------
                                                                            221,095,000             101,726,000
  Accumulated depreciation                                                  (41,444,000)            (11,107,000)
                                                                      ---------------------------------------------
                                                                           $179,651,000             $90,619,000
                                                                      =============================================
</TABLE>

8.  ACCRUED EXPENSES

    Accrued expenses consist of:
<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                                2000                    1999
                                                                      ---------------------------------------------

<S>                                                                          <C>                     <C>
  Payroll and related                                                        $5,032,000              $2,903,000
  Professional fees                                                           2,995,000               2,161,000
  Taxes, including income taxes                                              14,829,000               6,089,000
  Accrued equipment purchases                                                14,460,000              13,455,000
  Toll and interconnect                                                      20,628,000                 637,000
  Interest                                                                    4,565,000               3,037,000
  Acquisition costs                                                          16,090,000                       -
  Other                                                                      11,714,000               3,933,000
                                                                      ---------------------------------------------
                                                                            $90,313,000             $32,215,000
                                                                      =============================================
</TABLE>

9.  LONG-TERM DEBT

    Long-term debt consists of:
<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                                 2000                 1999
                                                                         --------------------- --------------------

<S>                                                                            <C>                  <C>
  6% Convertible Subordinated Notes                                            $175,000,000         $175,000,000
  Working capital promissory note, interest at 8.5%                               1,496,000            3,077,000
  Note payable for equipment, interest at 12.75%                                  3,331,000            6,238,000
  Senior secured credit facility                                                 91,100,000                    -
  Senior unsecured notes due 2003, less unamortized
   discount of $13,433,000                                                       95,236,000                    -
  Other                                                                             160,000              283,000
                                                                         --------------------- --------------------
                                                                                366,323,000          184,598,000
  Less current portion                                                            7,699,000            5,280,000
                                                                         --------------------- --------------------
                                                                               $358,624,000         $179,318,000
                                                                         ===================== ====================
</TABLE>

    In September 2000, subsidiaries of the Company entered into a senior secured
    credit facility with The Chase Manhattan Bank as lender, administrative
    agent and collateral agent. The senior secured credit facility provides for
    both a term loan facility and a revolving credit facility. The term loan
    facility is for an initial aggregate amount of $100.0 million and will
    amortize in quarterly installments of principal commencing on December 31,
    2003 with a final maturity on September 22, 2008. At December 31, 2000, the
    Company had $50.0 million outstanding under the term loan facility. In
    January 2001, the Company borrowed an additional $6.7 million under the term
    loan facility. The revolving credit facility is for a total of $50.0
    million. The revolving credit facility shall be automatically and
    permanently reduced in increasing quarterly installments of principal
    commencing on December 31, 2003 with a termination date on September 22,
    2008. At December 31, 2000, the Company had $41.1 million outstanding under
    the revolving credit facility. In January 2001, the Company borrowed an
    additional $3.3 million under the revolving credit facility. In the event
    the 6% Convertible Notes have not been converted or refinanced on or prior
    to April 1, 2006, then the facilities become payable in full on April 1,
    2006. Of the aggregate of $10.0 million borrowed in January 2001, $3.0
    million was used for the payment of acquisition costs included in accrued
    expenses at December 31, 2000.

    The interest rate on both the term loan facility and the revolving credit
    facility is initially, at the Company's option, either 3.25% per annum plus
    the base rate, which is the higher of the prime rate or the federal funds
    effective rate plus 0.50% per annum; or the reserve-adjusted London
    Interbank Offered Rate (Adjusted LIBOR) plus 4.25% per annum. The applicable
    margin for the facilities will be subject to reductions based on the ratio
    of the Company's consolidated total debt to annualized EBITDA. At December
    31, 2000, the effective interest rate on the amounts outstanding was
    10.982%. Interest is payable at least quarterly. The unused portion of the
    facility is subject to a commitment fee equal to 1.25% per annum payable
    quarterly, subject to reduction to 1.00% per annum based upon the amount
    borrowed under the facility. On April 11, 2001, this facility was amended
    (see Note 1).

    In September 2000, the Company issued approximately $108,669,000 aggregate
    principal amount of the senior unsecured notes to the former stockholders of
    ATX. The senior unsecured notes mature on September 29, 2003. Interest on
    the notes is at an annual rate of 6.47% payable in either cash or common
    stock, at the Company's election, on October 1 and April 1 of each year
    beginning on April 1, 2001. In January 2001, the Company made a required
    principal payment of approximately $2.1 million. The notes require
    additional principal payments of approximately $640,000 on March 29, 2001,
    approximately $2.7 million on January 1, 2002 and approximately $2.7 million
    on January 1, 2003.

    In October 1999, the Company issued $175,000,000 principal amount of 6%
    Convertible Subordinated Notes due October 1, 2006 (the "Convertible
    Notes"). Interest on the Convertible Notes is payable semiannually on April
    1 and October 1 of each year, which commenced on April 1, 2000. The
    Convertible Notes are unsecured obligations convertible into common stock
    prior to maturity at a conversion price of $27.39 per share, subject to
    adjustment. There are approximately 6,388,000 shares of common stock
    reserved for issuance upon conversion of the Convertible Notes. The
    Convertible Notes are redeemable, in whole or in part, at the option of the
    Company, at any time on or after October 1, 2002, at a redemption price of
    103.429% that declines annually to 100% in 2006, in each case together with
    accrued and unpaid interest to the redemption date. The Company incurred
    $7,040,000 in fees and expenses in connection with the issuance of the
    Convertible Notes, which is included in deferred financing costs.

    MegsINet originally borrowed $4,000,000 from Ascend Communications, Inc.
    ("Ascend") under a working capital promissory note dated August 1998.
    MegsINet is required to make monthly principal and interest payments of
    $148,000 through January 2002. The Company issued a warrant to Ascend to
    purchase approximately 29,000 shares of the Company's common stock at $13.75
    per share in connection with the promissory note.

    In 1998, MegsINet entered into an agreement with Cisco Systems Capital
    Corporation ("Cisco"), whereby MegsINet can purchase operating equipment
    under a promissory note. Monthly payments of principal and interest
    commenced in 1999. MegsINet is required to make monthly principal and
    interest payments that decline each month from $366,000 beginning in January
    2000 through September 2001. The Company has guaranteed the obligations of
    MegsINet under the promissory note.

    The Company issued a note payable in the amount of $362,000 in connection
    with an acquisition. Interest on the note accrues at 5.542% per annum. The
    note is payable in twelve consecutive quarterly payments of principal and
    interest of $33,000 which commenced in May 1999 and is collateralized by the
    acquired assets.

    The senior secured credit facility restricts the payment of cash dividends
    and loans to the Company. At December 31, 2000, restricted net assets were
    approximately $700 million.

    The aggregate principal amounts of notes payable scheduled for repayment are
    as follows:

                       Year Ending December 31,
                                 2001                       $7,699,000
                                 2002                        2,767,000
                                 2003                      104,329,000
                                 2004                        5,694,000
                                 2005                       14,804,000
                              Thereafter                   244,463,000
                                                     -------------------
                                                          $379,756,000
                                                     ===================

10. OTHER CHARGES

    Other charges include a reserve of $8,700,000 for notes receivable from
    former officers of Voyager, and restructuring costs of $4,006,000. The
    restructuring costs relate to the Company's announcements in March and
    December 2000 of reorganizations of certain of its operations. The charge
    consisted of employee severance and related costs of $2,089,000 for
    approximately 250 employees to be terminated and lease exit costs of
    $1,917,000. As of December 31, 2000, $2,171,000 of these provisions had been
    used, including $775,000 for employee severance and related costs and
    $1,396,000 for lease exit costs. As of December 31, 2000, none of the
    employees to be terminated were still employed by the Company. The remaining
    provision for leases will be used through 2003.

11. FAIR VALUES OF FINANCIAL INSTRUMENTS

    The following methods and assumptions were used by the Company in estimating
    its fair value disclosures for financial instruments:

    Cash and cash equivalents: The carrying amounts reported in the consolidated
    balance sheets approximate fair value.

    Long-term debt: The fair value of the Company's convertible notes is based
    on the quoted market price. The carrying amount of the variable rate senior
    secured credit facility approximates the fair value. The fair value of the
    Company's other notes payable are estimated using discounted cash flow
    analyses, based on the Company's current incremental borrowing rates for
    similar types of borrowing arrangements.

    The carrying amounts and fair values of the Company's financial instruments
    are as follows:
<TABLE>
<CAPTION>

                                                          DECEMBER 31, 2000                 DECEMBER 31, 1999
                                                  ---------------------------------- ---------------------------------
                                                      CARRYING           FAIR           CARRYING           FAIR
                                                       AMOUNT            VALUE           AMOUNT            VALUE
                                                  ----------------- ---------------- ---------------- ----------------
                                                                            (in thousands)

<S>                                                      <C>              <C>              <C>           <C>
Cash and cash equivalents                                $  25,802        $  25,802        $  86,685     $  86,685
Long-term debt:
  Convertible notes                                        175,000           55,125          175,000       273,000
  Working capital promissory note                            1,496            1,392            3,077         2,721
  Equipment note                                             3,331            2,496            6,238         5,561
  Senior secured credit facility                            91,100           91,100                -             -
  Senior unsecured notes due 2003                           95,236           95,236                -             -
  Notes payable to related parties                          16,100           15,355                -             -
  Other                                                        160              138              283           248
</TABLE>


12. LEASES

    The Company has capital leases for certain of its operating equipment.
    Leased property included in operating equipment consists of:
<TABLE>
<CAPTION>

                                                                        DECEMBER 31,
                                                                2000                    1999
                                                       ----------------------- -----------------------

<S>                                                    <C>                     <C>
                Operating equipment                    $41,859,000             $33,941,000
                Accumulated depreciation                14,699,000               5,901,000
                                                       ----------------------- -----------------------
                                                       $27,160,000             $28,040,000
                                                       ======================= =======================
</TABLE>

    Future minimum annual payments under these leases at December 31, 2000 are
    as follows:
<TABLE>
<CAPTION>

   Year Ending December 31,
<S>    <C>                                                                                        <C>
       2001                                                                                       $16,611,000
       2002                                                                                         3,719,000
       2003                                                                                           231,000
                                                                                            -------------------
       Total minimum lease payments                                                                20,561,000
       Less amount representing interest (at rates ranging from 8.5% to 26.44%)                     2,646,000
                                                                                            -------------------
       Present value of net minimum obligations                                                    17,915,000
       Current portion                                                                             15,222,000
                                                                                            -------------------
                                                                                                  $ 2,693,000
                                                                                            ===================
</TABLE>

    As of December 31, 2000, the Company had leases for office space and
    equipment which extend through 2013. Total rent expense for the years ended
    December 31, 2000 and 1999, for the period from April 1, 1998 (date
    operations commenced) to December 31, 1998 and for the period from January
    1, 1998 to May 31, 1998 under operating leases was $7,764,000, $5,151,000,
    $354,000 and $98,000, respectively.

    Future minimum annual lease payments under noncancellable operating leases
    at December 31, 2000 are as follows: $10,748,000 (2001); $9,877,000 (2002);
    $9,193,000 (2003); $7,492,000 (2004); $6,963,000 (2005) and $17,306,000
    thereafter.

13. RELATED PARTY TRANSACTIONS

    In December 2000, the Company issued $16,100,000 aggregate principal amount
    of senior unsecured convertible notes to officers and directors of the
    Company. The senior unsecured convertible notes mature in December 2010.
    Interest on the notes is at an annual rate of 10.75% payable semiannually on
    January 1 and July 1 of each year, commencing July 1, 2001. The interest
    will be payable in kind by the issuance of additional senior unsecured
    convertible notes in such principal amount as shall equal the interest
    payment that is then due. The senior unsecured convertible notes are
    convertible into common stock prior to maturity at a conversion price of
    $5.00 per share, subject to adjustment. The additional notes issued for
    interest will have an initial conversion price equal to 120% of the weighted
    average closing price of the Company's common stock for a specified period.
    There are approximately 3,220,000 shares of common stock reserved for
    issuance upon conversion of the notes. The notes are redeemable, in whole or
    in part, at the option of the Company, at any time on or after December 16,
    2002, at a redemption price of 103.429% that declines annually to 100% on
    December 16, 2006, in each case together with accrued and unpaid interest to
    the redemption date.

    Some of the officers and directors of the Company are also officers or
    directors of NTL. NTL provides the Company with management, financial, legal
    and technical services, access to office space and equipment and use of
    supplies. Amounts charged to the Company by NTL consist of salaries and
    direct costs allocated to the Company where identifiable, and a percentage
    of the portion of NTL's corporate overhead which cannot be specifically
    allocated to NTL (which is agreed upon by the Board of Directors of NTL and
    the Company). NTL's charges to the Company commenced in October 1998. It is
    not practicable to determine the amounts of these expenses that would have
    been incurred had the Company operated as an unaffiliated entity. In the
    opinion of management, this allocation method is reasonable. In 2000, 1999
    and 1998, NTL charged the Company $1,186,000, $2,330,000 and $313,000,
    respectively, which is included in corporate expenses.

    The Company provides NTL with access to office space and equipment and the
    use of supplies. In the fourth quarter of 1999, the Company began charging
    NTL a percentage of the Company's office rent and supplies expense. It is
    not practicable to determine the amounts of these expenses that would have
    been incurred had the Company operated as an unaffiliated entity. In the
    opinion of management, this allocation method is reasonable. In 2000 and
    1999, the Company charged NTL $267,000 and $62,000, respectively, which
    reduced corporate expenses.

    A subsidiary of the Company provides billing and software development
    services to subsidiaries of NTL. The Company charges an amount in excess of
    its costs to provide these services. General and administrative expenses
    were reduced by $1,400,000, $800,000, $275,000 and $138,000 for the years
    ended December 31, 2000 and 1999, for the period from April 1, 1998 (date
    operations commenced) to December 31, 1998 and for the period from January
    1, 1998 to May 31, 1998, respectively, as a result of these charges.

    In October 2000, the Company billed NTL $6,674,000 for billing and software
    development services to be rendered from January to September 2001. In March
    2000, the Company and NTL announced that they had entered into an agreement
    to link their networks in order to create an international Internet
    backbone. In November 2000, the Company billed NTL $9,128,000 primarily for
    usage of the network in 2001. The $15,802,000 total is included in due from
    NTL and deferred revenue at December 31, 2000.

14. NET LOSS PER COMMON SHARE

    The following table sets forth the computation of basic and diluted net loss
    per common share:
<TABLE>
<CAPTION>

                                                                                             FOR THE PERIOD
                                                                                             FROM APRIL 1,     FOR THE PERIOD
                                                                                               1998 (DATE     FROM JANUARY 1,
                                                                                               OPERATIONS         1998 TO
                                                                                             COMMENCED) TO         MAY 31,
                                                                                              DECEMBER 31,
                                                              YEAR ENDED DECEMBER 31,
                                                             2000               1999              1998              1998
                                                      -------------------------------------------------------------------------
Numerator:
<S>                                                      <C>                <C>                <C>               <C>
Net loss                                                 $(313,811,000)     $(103,524,000)     $(16,255,000)     $(2,782,000)
Preferred stock dividend                                    (4,491,000)                 -                 -                -
Preferred stock accretion to redemption value               (1,099,000)                 -                 -                -
                                                      -------------------------------------------------------------------------
Net loss available to common shareholders                $(319,401,000)     $(103,524,000)     $(16,255,000)     $(2,782,000)
                                                      -------------------------------------------------------------------------
Denominator for basic net loss per common share             47,480,000         34,189,000        29,678,000       29,664,000
Effect of dilutive securities                                        -                  -                 -                -
                                                      -------------------------------------------------------------------------
Denominator for diluted net loss per common share           47,480,000         34,189,000        29,678,000       29,664,000
                                                      -------------------------------------------------------------------------
Basic and diluted net loss per common share                     $(6.73)            $(3.03)            $(.55)          $(.09)
                                                      =========================================================================
</TABLE>

    The shares issuable upon the exercise of stock options and warrants and upon
    the conversion of convertible securities are excluded from the calculation
    of net loss per common share as their effect would be antidilutive. At
    December 31, 2000, 1999 and 1998, the Company had 41.7 million, 18.0 million
    and 9.8 million shares, respectively, issuable upon the exercise of stock
    options and warrants and the conversion of convertible securities.

15. 401(K) PLAN

    The Company sponsors a 401(k) Plan in which all full-time employees who have
    completed 90 days of employment and are 21 years of age may participate. The
    Company's matching contribution is determined annually by the Board of
    Directors. Participants may make salary deferral contributions of 1% to 15%
    of their compensation not to exceed the maximum allowed by law. The expense
    for the years ended December 31, 2000 and 1999, for the period from April 1,
    1998 (date operations commenced) to December 31, 1998 and for the period
    from January 1, 1998 to May 31, 1998 was $486,000, $350,000, $103,000 and
    $29,000, respectively.

16. SHAREHOLDERS' EQUITY

    STOCK SPLITS

    In August 1999, the Company declared a 3-for-2 stock split by way of a stock
    dividend, which was paid on September 2, 1999. In January 2000, the Company
    declared a 3-for-2 stock split by way of a stock dividend, which was paid on
    February 2, 2000. The consolidated financial statements and the notes
    thereto give retroactive effect to the stock splits.

    PREFERRED STOCK

    In September 2000, the Company issued 50,000 shares of Series A preferred
    stock in exchange for cash of $50 million. The Series A preferred stock pays
    cumulative dividends at 8.5% per annum of the liquidation value of $1,000
    per share, payable quarterly in arrears which commenced on December 31,
    2000. At the Company's option, dividends may be paid either in cash, shares
    of common stock or additional shares of Series A preferred stock. The 50,000
    shares of Series A preferred stock originally issued are convertible at any
    time at the option of the holder into shares of common stock at the stated
    liquidation value of $1,000 divided by the conversion price of $14.36. Any
    additional shares of Series A preferred stock issued will have an initial
    conversion price equal to 120% of the volume weighted average sale price of
    the Company's common stock for a specified period. On September 29, 2010,
    the Company will be required to redeem any shares of Series A preferred
    stock outstanding for $1,000 per share plus accrued and unpaid dividends. At
    the Company's discretion, the redemption price may be paid either in cash or
    in shares of common stock. The Company may redeem the Series A preferred
    stock at a redemption price of $1,000 per share, together with accrued and
    unpaid dividends, payable either, at the Company's option in cash or in
    shares of common stock, or a combination of both, beginning on September 29,
    2002 if the 25-day volume weighted average sale price of the Company's
    common stock exceeds certain targets. In addition, the Series A preferred
    stock may be redeemed by the Company at any time following September 29,
    2005 at a redemption price of $1,010 per share, together with accrued and
    unpaid dividends, payable either in cash or in shares of common stock, or a
    combination of both. Except as provided by law, holders of the preferred
    stock are not entitled to vote on matters brought before the Company's
    stockholders.

    In September 2000, the Company issued 250,000 shares of Series B preferred
    stock in connection with the ATX acquisition. The Series B preferred stock
    pays cumulative dividends at an initial annual rate of $30 per share,
    payable quarterly in arrears, when, if and as declared by the Board of
    Directors, which commenced on December 31, 2000. At the Company's
    discretion, dividends may be paid either in cash or in shares of common
    stock. The annual dividend will increase to $50 per share on September 29,
    2001 if, by that date, any of the senior unsecured notes due 2003 remain
    unpaid and to $70 per share on March 29, 2002 if, by that date, any of the
    senior unsecured notes due 2003 remain unpaid. The Series B preferred stock
    has a liquidation preference of $1,000 per share, plus accumulated and
    unpaid dividends. The Series B preferred stock is convertible at any time at
    the option of the holder into shares of common stock at the stated
    liquidation preference of $1,000 divided by the conversion price of $32.11.
    On September 29, 2020, the Company will be required to redeem any shares of
    Series B preferred stock outstanding for $1,000 per share plus accrued and
    unpaid dividends. At the Company's discretion, the redemption price may be
    paid either in cash or in shares of common stock. Except as provided by law,
    holders of the preferred stock are not entitled to vote on matters brought
    before the Company's stockholders.

    As of December 31, 2000, there were 11,550,000 shares of common stock
    reserved for issuance upon conversion of preferred stock.

16. SHAREHOLDERS' EQUITY (CONTINUED)

    NON-CASH COMPENSATION

    In April 2000, the Compensation and Option Committee of the Board of
    Directors approved the issuance of options to purchase approximately
    2,747,000 shares of the Company's common stock to various employees at an
    exercise price of $14.55, which was less than the fair market value of the
    Company's common stock on the date of the grant. In accordance with APB
    Opinion No. 25, "Accounting for Stock Issued to Employees," in April 2000,
    the Company recorded a non-cash compensation expense of approximately $29.0
    million and a non-cash deferred expense of approximately $31.3 million. From
    April 2000 to December 31, 2000, $9.7 million of the deferred non-cash
    compensation was charged to expense. The Company will charge the deferred
    expense to non-cash compensation expense over the vesting period of the
    stock options as follows: $12.9 million in 2001, $7.5 million in 2002 and
    $1.2 million in 2003.

    In November 2000, the Board of Directors approved the rescission of certain
    previously exercised employee stock options. The Company issued notes to
    employees for the repurchase of the 671,000 shares of common stock for an
    aggregate of $6,803,000, which exceeded the fair market value of the
    Company's common stock on the date of repurchase. The notes earned interest
    at a rate of 4.5% and were redeemed by the Company in December 2000. The
    Company recorded non-cash compensation of $4.7 million from these
    transactions.

    The non-cash compensation charge of $1.1 million in 1999 was recorded in
    accordance with APB Opinion No. 25, related to a change in employee stock
    option agreements.

    The non-cash compensation charge of $4.6 million in 1998 was recorded in
    accordance with APB Opinion No. 25, as a one time charge related to the
    issuance of the Company's warrants and stock options to holders of CCPR's
    stock options in connection with the Company's distribution to CCPR's
    shareholders.

    SHAREHOLDER RIGHTS PLAN

    The Company adopted a shareholder rights plan in September 2000. In
    connection with the shareholder rights plan, the Board of Directors declared
    and paid a dividend of one preferred share purchase right for each share of
    common stock outstanding on October 16, 2000. Each right entitles the
    holder, under certain potential takeover events, to purchase from the
    Company one one-hundredth of a share of Series C Junior Participating
    Preferred Stock ("Series C Preferred Stock") at an exercise price of $50.00,
    subject to adjustment. The rights expire in October 2010. There are
    1,000,000 shares of Series C Preferred Stock authorized for issuance under
    the plan. No shares of Series C Preferred Stock are issued or outstanding.

    The Series C Preferred Stock will be entitled to a minimum preferential
    quarterly dividend payment of an amount equal to the greater of $.01 per
    share or an aggregate dividend of 100 times the dividend, if any, declared
    per share of common stock. In the event of liquidation, the holders of
    Series C Preferred Stock will be entitled to a minimum preferential
    liquidation payment of $1 per share plus accrued and unpaid dividends and
    will be entitled to an aggregate payment of 100 times the payment made per
    share of common stock. Each share of Series C Preferred Stock will have 100
    votes and will vote together with the common stock. In the event of any
    merger, consolidation or other transaction in which shares of common stock
    are changed or exchanged, each share of Series C Preferred Stock will be
    entitled to receive 100 times the amount received per share of common stock.
    The rights are protected by customary antidilution provisions.

    WARRANTS

    The Company had the following warrants outstanding as of December 31, 2000:
    (1) warrants to purchase an aggregate of 29,000 shares of common stock at
    $13.75 per share issued in 1999 that expire in August 2008, (2) warrants to
    purchase an aggregate of 225,000 shares of common stock at $22.22 per share
    issued in 1999 that expire in May 2004, (3) warrants to purchase an
    aggregate of 563,000 shares of common stock at $13.33 per share issued in
    1999 that expire in May 2002 and (4) warrants to purchase an aggregate of
    403,000 shares of common stock at $3.39 per share issued in 2000 that expire
    in December 2010. None of these warrants were exercised in 2000 or 1999. In
    addition, in January 2001, the Company issued warrants to purchase an
    aggregate of 969,000 shares of common stock at $3.71 per share that expire
    in January 2011.

    DISTRIBUTION WARRANTS AND STOCK OPTIONS

    In connection with the distribution of the Company to CCPR's shareholders,
    the Company issued warrants to purchase shares of common stock to holders of
    CCPR stock options who elected to receive warrants as follows: (1) warrants
    to purchase an aggregate of 4,303,000 shares of common stock at an exercise
    price of $5.86 per share which expire in 2005, (2) warrants to purchase an
    aggregate of 8,000 shares of common stock at an exercise price of $5.86 per
    share which expire in 2003 and (3) warrants to purchase an aggregate of
    1,842,000 shares of common stock at an exercise price of $7.03 which expire
    in 2005. All of these warrants were exercised by December 31, 2000.

    There are approximately 33,051,000 shares of common stock reserved for
    issuance under the Company stock option plans (the "Plans"), and there were
    approximately 11.3 million shares available for issuance at December 31,
    2000. The Plans provide that incentive stock options be granted at the fair
    market value of the Company's common stock on the date of grant, and
    nonqualified stock options be granted at a price determined by the
    Compensation and Option Committee. Options are generally exercisable as to
    20% of the shares subject thereto on the date of grant and become
    exercisable as to an additional 20% of the shares subject thereto on each
    January 1 thereafter, while the optionee remains an employee of the Company.
    Options will expire ten years after the date of the grant.

    In connection with the distribution of the Company to CCPR's shareholders,
    the Company issued approximately 1,877,000 options to purchase shares of the
    Company's common stock to holders of CCPR stock options who elected to
    receive options.

    Pro forma information regarding net loss and net loss per share is required
    by SFAS No. 123, and has been determined as if the Company had accounted for
    its employee warrants and stock options under the fair value method of that
    Statement. The fair value for these warrants and options was estimated at
    the date of grant using the Black-Scholes option pricing model with the
    following weighted-average assumptions for 2000, 1999 and 1998: risk-free
    interest rate of 5.30%, 6.81% and 5.02%, respectively, dividend yield of 0%,
    volatility factor of the expected market price of the Company's common stock
    of .804, .465 and .810, respectively, and a weighted-average expected life
    of the warrants and options of 10 years.

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

    For purposes of pro forma disclosures, the estimated fair value of the
    distribution warrants and options is amortized to expense over the options'
    vesting periods. Following is the Company's pro forma information:

<TABLE>
<CAPTION>
                                                                                                 FOR THE PERIOD FROM APRIL 1,
                                                                                                    1998 (DATE OPERATIONS
                                                               YEAR ENDED DECEMBER 31,                  COMMENCED) TO
                                                               2000                1999               DECEMBER 31, 1998
                                                        -------------------- ------------------ -------------------------------

<S>                                                          <C>               <C>                      <C>
Pro forma net (loss)                                         $(389,127,000)    $(128,795,000)           $(48,015,000)
Pro forma net (loss) per share - basic and                          $(8.31)                                $(1.62)
diluted                                                                               $(3.77)
</TABLE>

A summary of the Company's distribution warrants and stock option activity
and related information for the years ended December 31, 2000 and 1999 and
for the period from April 1, 1998 (date operations commenced) to December
31, 1998 follows:

<TABLE>
<CAPTION>
                                            2000                           1999                           1998
                                ---------------------------------------------------------------------------------------------
                                  NUMBER OF      WEIGHTED-       NUMBER OF      WEIGHTED-       NUMBER OF    WEIGHTED-AVERAGE
                                WARRANTS AND      AVERAGE      WARRANTS AND      AVERAGE      WARRANTS AND     EXERCISE
                                   OPTIONS     EXERCISE PRICE     OPTIONS     EXERCISE PRICE     OPTIONS         PRICE
                                -------------- --------------- -------------- --------------- -------------- ----------------

<S>                               <C>               <C>           <C>            <C>          <C>                  <C>
Outstanding - beginning
 of period                        10,754,000        $15.37        9,765,000      $  5.51                 -      $     -
Granted                           10,404,000         10.98        7,925,000        19.56         9,767,000         5.51
Exercised                          1,640,000          7.61        5,606,000         6.27             2,000         5.86
Forfeited                            169,000         14.09        1,330,000         6.27                 -            -
                                --------------                 --------------                 --------------
Outstanding - end of
 period                           19,349,000        $13.69       10,754,000       $15.37         9,765,000        $5.51
                                ==============                 ==============                 ==============
Exercisable at end of
 period                           10,112,000        $12.51        3,438,000       $10.11         7,747,000        $5.42
                                ==============                 ==============                 ==============
</TABLE>


Weighted-average fair value of distribution warrants and options,
calculated using the Black-Scholes option pricing model, granted during
2000, 1999 and 1998 is $14.04, $14.28 and $4.33, respectively.


The following table summarizes the status of the distribution warrants and
stock options outstanding and exercisable at December 31, 2000:

<TABLE>
<CAPTION>

                                                                                                Warrants and
                             Warrants and Stock Options Outstanding                    Stock Options Exercisable
                      ------------------------------------------------------      -------------------------------------
   Range of Exercise      Number of     Weighted-Remaining    Weighted-               Number of         Weighted-
        Prices          Warrants and     Contractual Life      Average              Warrants and         Average
                           Options                          Exercise Price             Options        Exercise Price
  ---------------------------------------------------------------------------------------------------------------------

<S>                       <C>             <C>                <C>                      <C>             <C>
  $0.02 to $3.36            3,146,000       9.0 Years          $   2.085                2,803,000       $   1.988
  $5.28 to $8.13            4,346,000       8.9 Years          $   7.197                1,294,000       $   6.814
  $11.94 to $14.78          3,373,000       9.4 Years           $ 14.205                1,950,000        $ 14.005
  $15.63 to $18.95            901,000       8.6 Years           $ 18.185                  487,000        $ 17.756
  $19.18 to $22.45          7,156,000       8.7 Years           $ 20.759                3,394,000        $ 20.621
  $24.92 to $27.13            185,000       8.7 Years           $ 25.115                   77,000        $ 25.200
  $30.00 to $33.75             28,000       9.3 Years           $ 31.168                   16,000        $ 31.239
  $34.33 to $37.33              5,000       9.1 Years           $ 36.889                    3,000        $ 36.889
  $38.07 to $41.75            182,000       9.1 Years           $ 39.480                   74,000        $ 39.536
  $45.75 to $46.00             27,000       9.2 Years           $ 45.826                   14,000        $ 45.806
  ---------------------------------------------------------------------------------------------------------------------
         Total             19,349,000                                                  10,112,000
  =====================================================================================================================
</TABLE>


17. INCOME TAXES

    The provision for income taxes consists of the following:
<TABLE>
<CAPTION>

                                                                                  FOR THE PERIOD
                                                                                   FROM APRIL 1,
                                                                                     1998 (DATE
                                                                                     OPERATIONS
                                                                                  COMMENCED) TO
                                                                                    DECEMBER 31,
                                              YEAR ENDED DECEMBER 31,
                                      ---------------------------------------------------------------
                                             2000                 1999                  1998
                                      ------------------- --------------------- ---------------------
      Current:
<S>                                        <C>                      <C>              <C>
          Federal                          $           -            $106,000         $           -
          State and local                        250,000             625,000               440,000
                                      ------------------- --------------------- ---------------------
      Total current                              250,000             731,000               440,000
                                      ------------------- --------------------- ---------------------
      Deferred:
          Federal                                      -                   -                     -
          State and local                              -                   -                     -
                                      ------------------- --------------------- ---------------------
       Total deferred                                  -                   -                     -
                                      ------------------- --------------------- ---------------------
                                                $250,000            $731,000              $440,000
                                      =================== ===================== =====================
</TABLE>


    Deferred income taxes reflect the net tax effects of temporary differences
    between the carrying amounts of assets and liabilities for financial
    reporting purposes and the amounts used for income tax purposes. Significant
    components of the Company's deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                             2000                    1999
                                                                     ---------------------- ------------------------
<S>                                                                     <C>                     <C>
    Deferred tax assets:
         Depreciation                                                    $    1,226,000          $     887,000
         Net operating losses                                               109,245,000             35,444,000
         Allowance for doubtful accounts                                      4,414,000              1,599,000
         Amortization of goodwill                                             7,405,000                653,000
         Accrued expenses                                                    35,820,000             10,359,000
         Asset impairments                                                    8,546,000                      -
         Other                                                                  174,000                200,000
                                                                     ---------------------- ------------------------
                                                                            166,830,000             49,142,000
    Valuation allowance for deferred tax assets                            (166,830,000)           (49,142,000)
                                                                     ---------------------- ------------------------
    Net deferred tax assets                                          $                -     $                -
                                                                     ====================== ========================
</TABLE>

    The deferred tax assets have been fully offset by a valuation allowance due
    to the uncertainty of realizing such tax benefit. The deferred tax assets
    include $39 million which, if realized, would be accounted for as a
    reduction of goodwill or an increase in equity.

    At December 31, 2000, the Company had net operating loss carryforwards of
    approximately $250 million for federal income tax purposes that begin to
    expire in 2018, of which $38 million and $68 million may be limited pursuant
    to separate return limitation rules and change in ownership rules,
    respectively.

    The reconciliation of income taxes computed at U.S. federal statutory rates
    to income tax expense is as follows:
<TABLE>
<CAPTION>

                                                                                                    FOR THE PERIOD FROM
                                                                                                    APRIL 1, 1998 (DATE
                                                                                                         OPERATIONS
                                                                                                       COMMENCED) TO
                                                                                                        DECEMBER 31,
                                                                   YEAR ENDED DECEMBER 31,
                                                                  2000                1999                  1998
                                                            ------------------ -------------------- ---------------------

<S>                                                          <C>                  <C>                   <C>
      Benefit at federal statutory rate (35%)                   $(109,746,000)       $(35,978,000)         $(5,535,000)
      State and local income taxes                                    250,000             625,000              440,000
      Expenses not deductible for tax purposes                     34,429,000           2,160,000            1,623,000
      Foreign income not subject to U.S. tax                                -            (399,000)            (846,000)
      U.S. losses with no benefit                                  75,317,000          34,323,000            4,758,000
                                                            ------------------ -------------------- ---------------------
                                                             $        250,000       $     731,000         $    440,000
                                                            ================== ==================== =====================
</TABLE>


18. COMMITMENTS AND CONTINGENT LIABILITIES

    As of December 31, 2000, the Company had purchase commitments of
    approximately $52,000,000 outstanding, which includes approximately
    $18,000,000 pursuant to a contract that ends in January 2009. The Company is
    in the process of canceling a significant portion of these commitments.

    Fiberstream, Inc. ("FiberCo"), a wholly-owned subsidiary of the Company, has
    an obligation under an agreement with the City of New York to pay an annual
    franchise fee in the amount of the greater of (a) 5% of gross revenue (as
    defined in the agreement) or (b) $200,000. Estimated quarterly payments
    begin the earlier of (a) the date that FiberCo completes construction of its
    initial backbone or (b) November 2002. Additionally, FiberCo has an
    obligation to provide equipment, cash or services to the City of New York
    with a value of not more than $100,000 over 15 years.

    The Company is involved in various disputes, arising in the ordinary course
    of its business, which may result in pending or threatened litigation. None
    of these matters are expected to have a material adverse effect on the
    Company's financial position, results of operations or cash flows.




                              CoreComm Limited


         Schedule I - Condensed Financial Information of Registrant

                          Condensed Balance Sheets

<TABLE>
<CAPTION>

                                                                                                     DECEMBER 31,
                                                                                                2000               1999
                                                                                         ------------------- ------------------
ASSETS
Current assets:
<S>                                                                                                  <C>          <C>

Cash and cash equivalents                                                                  $    3,029,000       $  75,437,000
   Marketable securities                                                                        2,029,000          92,041,000
   Other                                                                                          842,000             466,000
                                                                                         ------------------- ------------------
Total current assets                                                                            5,900,000         167,944,000

Investments in and loans to subsidiaries                                                      598,712,000         130,125,000
Other, net of accumulated amortization of $1,243,000 (2000) and
   $237,000 (1999)                                                                              7,369,000           6,698,000
                                                                                         ------------------- ------------------
                                                                                             $611,981,000        $304,767,000
                                                                                         =================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities:
  Accounts payable                                                                        $       256,000     $       115,000
  Accrued expenses                                                                             25,211,000           2,726,000
  Current portion of long-term debt                                                             2,740,000                   -
                                                                                         ------------------- ------------------
Total current liabilities                                                                      28,207,000           2,841,000

Long-term debt                                                                                267,496,000         175,000,000

Commitments and contingent liabilities

Shareholders' equity:
     Series preferred stock                                                                        3,000                    -
     Common stock                                                                                720,000              386,000
     Additional paid-in capital                                                              781,357,000          246,319,000
     Deferred non-cash compensation                                                          (21,638,000)                   -
     (Deficit)                                                                              (433,590,000)        (119,779,000)
                                                                                         ------------------- ------------------
                                                                                             326,852,000          126,926,000
     Treasury stock at cost, 1,329,000 shares                                                (10,574,000)                   -
                                                                                         ------------------- ------------------
                                                                                             316,278,000          126,926,000
                                                                                         ------------------- ------------------
                                                                                            $611,981,000         $304,767,000
                                                                                         =================== ==================
</TABLE>

See accompanying notes





                     Condensed Statements of Operations

<TABLE>
<CAPTION>


                                                                                                        FOR THE PERIOD FROM
                                                                                                        APRIL 1, 1998 (DATE
                                                                                                       OPERATIONS COMMENCED)
                                                                      YEAR ENDED DECEMBER 31,              TO DECEMBER 31,
                                                                     2000                 1999                  1998
                                                              -------------------- ------------------- -----------------------

<S>                                                              <C>                  <C>              <C>
  COSTS AND EXPENSES
  Corporate                                                      $     1,659,000      $     1,310,000  $                 -
  Non-cash compensation                                               43,440,000            1,056,000           4,586,000
                                                              -------------------- ------------------- -----------------------
  Operating (loss)                                                   (45,099,000)          (2,366,000)         (4,586,000)

  OTHER INCOME (EXPENSE)
  Interest income and other, net                                       7,759,000            6,731,000           2,969,000
  Interest expense                                                   (14,529,000)          (2,716,000)                  -
                                                              -------------------- ------------------- -----------------------
  Income (loss) before income taxes and equity
    in net (loss) of subsidiaries                                    (51,869,000)           1,649,000          (1,617,000)
  Income tax provision                                                  (125,000)            (534,000)           (440,000)
                                                              -------------------- ------------------- -----------------------
  Income (loss) before equity in net (loss) of
    subsidiaries                                                     (51,994,000)           1,115,000          (2,057,000)
  Equity in net (loss) of subsidiaries                              (261,817,000)        (104,639,000)        (14,198,000)
                                                              -------------------- ------------------- -----------------------
  Net (loss)                                                       $(313,811,000)       $(103,524,000)       $(16,255,000)
                                                              ==================== =================== =======================
</TABLE>


See accompanying notes.





                     Condensed Statements of Cash Flows
<TABLE>
<CAPTION>


                                                                                                            FOR THE PERIOD FROM
                                                                                                            APRIL 1, 1998 (DATE
                                                                                                           OPERATIONS COMMENCED)
                                                                          YEAR ENDED DECEMBER 31,             TO DECEMBER 31,
                                                                         2000                 1999                  1998
                                                                 -----------------------------------------------------------------

<S>                                                                   <C>                <C>                   <C>
  Net cash provided by operating activities                           $  8,209,000       $     2,150,000       $    1,347,000

  INVESTING ACTIVITIES
  Acquisitions, net of cash acquired                                   (98,613,000)          (47,056,000)                   -
  Purchase of marketable securities                                    (36,021,000)         (142,922,000)        (110,079,000)
  Proceeds from sale of marketable securities                          128,496,000           164,652,000                    -
  Increase in investments in and loans to subsidiaries                (136,837,000)         (106,886,000)         (20,886,000)
                                                                 -----------------------------------------------------------------
  Net cash (used in) investing activities                             (142,975,000)         (132,212,000)        (130,965,000)

  FINANCING ACTIVITIES
  Capital contributions                                                          -                     -          150,904,000
  Proceeds from borrowings, net of financing costs                        (105,000)          168,065,000                    -
  Proceeds from issuance of preferred stock                             50,000,000                     -                    -
  Proceeds from exercise of stock options and warrants                  12,463,000            16,145,000                3,000
                                                                   ---------------------------------------------------------------
  Net cash provided by financing activities                             62,358,000           184,210,000          150,907,000
                                                                   ---------------------------------------------------------------
  Increase (decrease) in cash and cash equivalents                     (72,408,000)           54,148,000           21,289,000
  Cash and cash equivalents at beginning of period                      75,437,000            21,289,000                    -
                                                                   -------------------- -------------------- ---------------------
  Cash and cash equivalents at end of period                         $   3,029,000         $  75,437,000        $  21,289,000
                                                                   ==================== ==================== =====================

  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid for interest                                              $ 10,354,000     $               -        $           -

  Income taxes paid                                                        210,000             1,236,000                    -

  SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES
  Common stock, preferred stock, stock options and
    warrants issued for acquisitions                                  $400,665,000           $43,952,000        $           -
  Notes issued for acquisitions, net of discount                        94,015,000                     -                    -
  Capital contributions of noncash net assets                                    -                     -           30,059,000

</TABLE>

  See accompanying notes.




                  Notes to Condensed Financial Statements



1.  ORGANIZATION

    CoreComm Limited (the "Company"), formerly a wholly-owned subsidiary of
    Cellular Communications of Puerto Rico, Inc. ("CCPR"), was formed in March
    1998 in order to succeed to the businesses and assets that were operated by
    OCOM Corporation and as an appropriate vehicle to pursue new
    telecommunications opportunities outside of Puerto Rico and the U.S. Virgin
    Islands. Operations commenced in April 1998. In September 1998, CCPR made a
    cash contribution to the Company of $150,000,000 and distributed 100% of the
    outstanding shares of the Company on a one-for-one basis to CCPR's
    shareholders.

    In September 2000, the Company, a Bermuda corporation, merged with and into
    its newly-formed, wholly-owned Delaware corporate subsidiary. The Delaware
    corporation then merged into ATX Telecommunications Services, Inc. ("ATX")
    with ATX being the surviving corporation and changing its name to CoreComm
    Limited. For accounting purposes, the Company's predecessor is CoreComm
    Limited, the Bermuda corporation.

2.  BASIS OF PRESENTATION

    In the Company's condensed financial statements, the Company's investment in
    subsidiaries is stated at cost plus equity in the undistributed earnings of
    the subsidiaries. The Company's share of net loss of its subsidiaries is
    included in net loss using the equity method of accounting. The condensed
    financial statements should be read in conjunction with the Company's
    consolidated financial statements.

3.       LONG-TERM DEBT

    Long-term debt consists of:
<TABLE>
<CAPTION>

                                                                               DECEMBER 31,
                                                                        2000                   1999
                                                                ---------------------- ---------------------

<S>                                                                 <C>                    <C>
       6% Convertible Subordinated Notes                              $175,000,000           $175,000,000
       Senior unsecured notes due 2003, less
         unamortized discount of $13,433,000                            95,236,000                      -
                                                                ---------------------- ---------------------
                                                                       270,236,000            175,000,000
       Less current portion                                              2,740,000                      -
                                                                ---------------------- ---------------------
                                                                      $267,496,000           $175,000,000
                                                                ====================== =====================
</TABLE>

    In September 2000, the Company issued approximately $108,669,000 aggregate
    principal amount of the senior unsecured notes to the former stockholders of
    ATX. The senior unsecured notes mature on September 29, 2003. Interest on
    the notes is at an annual rate of 6.47% payable in either cash or common
    stock, at the Company's election, on October 1 and April 1 of each year
    beginning on April 1, 2001. In January 2001, the Company made a required
    principal payment of approximately $2.1 million. The notes require
    additional principal payments of approximately $640,000 on March 29, 2001,
    approximately $2.7 million on January 1, 2002 and approximately $2.7 million
    on January 1, 2003.

3.  LONG-TERM DEBT (CONTINUED)

    In October 1999, the Company issued $175,000,000 principal amount of 6%
    Convertible Subordinated Notes due October 1, 2006 (the "Convertible
    Notes"). Interest on the Convertible Notes is payable semiannually on April
    1 and October 1 of each year, which commenced on April 1, 2000. The
    Convertible Notes are unsecured obligations convertible into common stock
    prior to maturity at a conversion price of $27.39 per share, subject to
    adjustment. There are approximately 6,388,000 shares of common stock
    reserved for issuance upon conversion of the Convertible Notes. The
    Convertible Notes are redeemable, in whole or in part, at the option of the
    Company, at any time on or after October 1, 2002, at a redemption price of
    103.429% that declines annually to 100% in 2006, in each case together with
    accrued and unpaid interest to the redemption date. The Company incurred
    $7,040,000 in fees and expenses in connection with the issuance of the
    Convertible Notes, which is included in deferred financing costs.

    The aggregate principal amounts of notes payable scheduled for repayment are
    as follows:

                       Year Ending December 31,
                                 2001                 $      2,740,000
                                 2002                        2,740,000
                                 2003                      103,189,000
                                 2004                                -
                                 2005                                -
                              Thereafter                   175,000,000
                                                     -------------------
                                                          $283,669,000
                                                     ===================

4.  GUARANTEES OF THE REGISTRANT

    In September 2000, subsidiaries of the Company entered into an aggregate
    $150 million senior secured credit facility with The Chase Manhattan Bank as
    lender, administrative agent and collateral agent. The Company is a
    guarantor of the credit facility. The Company has guaranteed the obligations
    of one of its subsidiaries under a note payable for equipment. At December
    31, 2000, there was $3,331,000 outstanding under this note payable. Included
    in other assets at December 31, 2000 was $1,572,000 in deposits for leases
    entered into by subsidiaries of the Company.

5.  OTHER

    No cash dividends were paid to the registrant by subsidiaries from April 1,
    1998 (date operations commenced) through December 31, 2000.




                     CoreComm Limited and Subsidiaries



              Schedule II - Valuation and Qualifying Accounts



<TABLE>
<CAPTION>


                 COL. A                     COL. B                 COL. C                 COL. D            COL. E
---------------------------------------------------------------------------------------------------------------------------
                                                                 ADDITIONS
                                                       --------------------------------
                                                             (1)             (2)
                                                       --------------------------------
                                                                         CHARGED TO
                                          BALANCE AT      CHARGED TO        OTHER
                                         BEGINNING OF     COSTS AND       ACCOUNTS-    DEDUCTIONS -        BALANCE AT END
              DESCRIPTION                   PERIOD         EXPENSES       DESCRIBE       DESCRIBE             OF PERIOD
---------------------------------------------------------------------------------------------------------------------------

<S>                                         <C>            <C>               <C>          <C>                  <C>
Year ended December 31, 2000:
  Allowance for doubtful accounts           $3,949,000     $7,130,000        $  -         $ (45,000)  (a)     $ 11,034,000
Year ended December 31, 1999:
  Allowance for doubtful accounts          $   742,000     $3,241,000        $  -         $ (34,000)  (b)     $  3,949,000
For the period from April 1, 1998
   (date operations commenced) to
   December 31, 1998:
   Allowance for doubtful accounts      $             -   $   501,000        $  -          $241,000   (c)     $    742,000
</TABLE>

    (a)  Uncollectible accounts written-off, net of recoveries, of $9,269,000
         offset by $9,224,000 allowance for doubtful accounts as of acquisition
         date from business combinations.

    (b)  Uncollectible accounts written-off, net of recoveries, of $24,688,000
         offset by $24,654,000 allowance for doubtful accounts as of acquisition
         date from business combinations.

    (c)  Uncollectible accounts written off, net of recoveries, of $117,000
         offset by $358,000 allowance for doubtful accounts as of acquisition
         date from business combinations.



                     OCOM Corporation Telecoms Division




              Schedule II - Valuation and Qualifying Accounts



<TABLE>
<CAPTION>


            COL. A                   COL. B                      COL. C                   COL. D          COL. E
------------------------------------------------------------------------------------------------------------------------
                                                               ADDITIONS
                                                 ---------------------------------------
                                                        (1)                (2)
                                                 ---------------------------------------


                                   BALANCE AT     CHARGED TO COSTS   CHARGED TO OTHER                      BALANCE AT
                                  BEGINNING OF      AND EXPENSES    ACCOUNTS- DESCRIBE DEDUCTIONS -      END OF PERIOD
          DESCRIPTION                PERIOD                                              DESCRIBE
------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>                <C>                <C>            <C>                 <C>
For the period from January 1, 1998 to May 31, 1998:
    Allowance for doubtful
     accounts                         $46,000            $92,000            $  -           $60,000   (a)       $78,000

(a)      Uncollectible accounts written-off, net of recoveries.


</TABLE>