Exhibit 99

             Financial Statements of Virginia PCS Alliance, L.C. and
               West Virginia PCS Alliance, L.C. for the year ended
                               December 31, 1999.


<PAGE>
                           VIRGINIA PCS ALLIANCE, L.C.

                                FINANCIAL report

                                December 31, 1999


<PAGE>
                                    Contents

----------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT                                              1
----------------------------------------------------------------------------

FINANCIAL STATEMENTS

   Balance sheets                                                     2 - 3

   Statements of operations                                               4

   Statements of members' equity (deficit)                                5

   Statements of cash flows                                           6 - 7

   Notes to financial statements                                     8 - 13

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



<PAGE>
                          Independent Auditor's Report

To the Management Committee
Virginia PCS Alliance, L.C.
Waynesboro, Virginia

We have audited the accompanying  balance sheets of Virginia PCS Alliance,  L.C.
as of December  31, 1999 and 1998,  and the related  statements  of  operations,
members'  equity  (deficit)  and cash  flows for the  years  then  ended.  These
financial  statements are the responsibility of the Alliance's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Virginia PCS Alliance,  L.C. as
of December 31, 1999 and 1998,  and the results of its  operations  and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

/s/ McGladrey & Pullen LLP

Richmond, Virginia
February 17, 2000

                                       1
<PAGE>
<TABLE>
VIRGINIA PCS ALLIANCE, L.C.

BALANCE SHEETS
December 31, 1999 and 1998
<CAPTION>

ASSETS (Note 2)                                                1999               1998
----------------------------------------------------------------------------------------------
<S>                                                     <C>                <C>
Current Assets
   Cash and cash equivalents                            $           64,052 $           59,814
   Accounts receivable, net of allowance
      of $561,861 ($194,958 in 1998)                             1,790,159            570,893
   Account receivable, other                                       867,376            373,952
   Inventories                                                   5,996,148          2,271,572
   Prepaid expenses                                                522,798            371,924
                                                        --------------------------------------

              Total current assets                               9,240,533          3,648,155
                                                        --------------------------------------

Subordinated Capital Certificates                                4,522,811          3,838,366
                                                        --------------------------------------

Property and Equipment
   Land and building                                             1,864,318          1,220,533
   Network plant and equipment                                  73,920,705         63,311,713
   Furniture, fixtures and other equipment                       5,913,845          4,057,770
   Radio spectrum licenses                                      32,714,384         32,714,384
                                                        --------------------------------------

              Total in service                                 114,413,252        101,304,400

   Under construction                                            6,991,159          2,565,479
                                                        --------------------------------------
                                                               121,404,411        103,869,879

   Less accumulated depreciation                                14,989,390          7,257,206
                                                        --------------------------------------
                                                               106,415,021         96,612,673
                                                        --------------------------------------

Other Assets                                                       663,374            216,705
                                                        --------------------------------------

                                                        $      120,841,739 $      104,315,899
                                                        ======================================
</TABLE>

See Notes to Financial Statements.

                                               2
<PAGE>
<TABLE>
<CAPTION>

LIABILITIES AND MEMBERS' EQUITY (DEFICIT)                            1999               1998
----------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>
Current Liabilities
   Accounts payable                                           $        3,737,845 $        8,437,551
   Due to affiliates (Note 6)                                          2,900,955          2,260,982
   Dividends payable (Note 3)                                            229,138            229,138
   Customer deposits                                                     152,758             56,187
   Advance billings                                                       80,702             71,518
   Accrued interest                                                      355,970            726,992
   Accrued payroll                                                        98,680            150,515
   Accrued taxes                                                          39,676             35,878
   Other accrued liabilities                                              37,075             22,129
                                                              --------------------------------------

              Total current liabilities                                7,632,799         11,990,890
                                                              --------------------------------------


Long-Term Debt (Note 2)                                              131,478,017         90,301,358
                                                              --------------------------------------


Redeemable Series A Preferred Membership Interests (Note 3)           15,191,674         14,345,128
                                                              --------------------------------------


Commitments (Note 5)


Members' Equity (Deficit)  (Note 4)
   Series B preferred membership interests                            15,094,337         10,860,376
   Common membership interests                                       (48,555,088)       (23,181,853)
                                                              --------------------------------------
                                                                     (33,460,751)       (12,321,477)
                                                              --------------------------------------

                                                              $      120,841,739 $      104,315,899
                                                              ======================================
</TABLE>

                                               3

 <PAGE>
<TABLE>

VIRGINIA PCS ALLIANCE, L.C.

STATEMENTS OF OPERATIONS
Years Ended December 31, 1999 and 1998
<CAPTION>
                                                                       1999                 1998
--------------------------------------------------------------------------------------------------------
<S>                                                           <C>                  <C>
Operating revenues:
   Subscriber revenue                                         $          7,957,059 $          1,738,543
   Wholesale revenue                                                     3,903,356            2,175,733
   Equipment sales                                                       1,516,240              730,356
                                                              ------------------------------------------
                                                                        13,376,655            4,644,632
                                                              ------------------------------------------

Operating expenses:
   Cost of goods sold                                                    5,863,735            3,009,537
   Maintenance and support                                               6,638,337            5,166,427
   Depreciation and amortization                                         7,769,480            7,040,676
   Customer operations                                                   8,684,604            5,729,097
   Corporate operations                                                  2,517,056            2,111,408
                                                              ------------------------------------------
                                                                        31,473,212           23,057,145
                                                              ------------------------------------------

              Loss before interest and preferred dividends             (18,096,557)         (18,412,513)

Interest income (expense):
   Interest income                                                         262,094
   Senior credit facility                                               (6,390,325)          (4,131,445)
   Redeemable preferred interest                                        (1,914,486)          (1,870,988)
                                                              ------------------------------------------
              Net loss                                        $        (26,139,274) $       (24,414,946)
                                                              ==========================================
</TABLE>

See Notes to Financial Statements.

                                               4
<PAGE>
<TABLE>
VIRGINIA PCS ALLIANCE, L.C.

STATEMENTS OF MEMBERS' EQUITY (DEFICIT)
Years Ended December 31, 1999 and 1998
<CAPTION>
                                         Series B
                                         Preferred          Common
                                        Membership        Membership
                                         Interests         Interests           Total
-------------------------------------------------------------------------------------------
<S>                   <C>            <C>               <C>               <C>
Balance as of January 1, 1998        $       8,320,000 $         773,469 $       9,093,469
   Capital contributions                     2,540,376           459,624         3,000,000
   Net loss                                        -         (24,414,946)      (24,414,946)
                                     ------------------------------------------------------
Balance as of December 31, 1998             10,860,376       (23,181,853)      (12,321,477)
   Capital contributions                     4,233,961           766,039         5,000,000
   Net loss                                        -         (26,139,274)      (26,139,274)
                                     ------------------------------------------------------
Balance as of December 31, 1999      $      15,094,337 $     (48,555,088) $    (33,460,751)
                                     ======================================================
</TABLE>

See Notes to Financial Statements.

                                               5
<PAGE>
<TABLE>
VIRGINIA PCS ALLIANCE, L.C.

STATEMENTS OF CASH FLOWS
Years Ended December 31, 1999 and 1998
<CAPTION>
                                                                                     1999               1998
-------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                     <C>
Cash Flows From Operating Activities
   Net loss                                                                   $     (26,139,274)      (24,414,946)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation                                                                     6,914,324         6,527,202
      Amortization                                                                       855,156           513,474
      Changes in assets and liabilities:
        (Increase) in:
           Accounts receivable                                                        (1,712,690)         (845,973)
           Inventories                                                                (3,724,576)       (1,412,802)
           Prepaid expenses                                                             (150,874)         (128,132)
        Increase (decrease) in:
           Accounts payable, trade                                                       515,676        (4,119,974)
           Advance billings and customer deposits                                        105,755            98,099
           Accrued interest                                                             (371,022)          132,406
           Accrued dividends on Series A Preferred
              Membership Interests                                                       814,587           771,087
           Other accrued liabilities                                                     (33,091)          192,993
                                                                              -------------------------------------
              Net cash used in operating activities                                  (22,926,029)      (22,686,566)
                                                                              -------------------------------------
Cash Flows From Investing Activities

   Purchase of property and equipment                                                (22,749,914)      (34,826,975)
   Increase in patronage capital certificates                                           (466,833)              -
   Decrease in deferred charges                                                           14,827               -
                                                                              -------------------------------------
              Net cash used in investing activities                                  (23,201,920)      (34,826,975)
                                                                              -------------------------------------
Cash Flows From Financing Activities
   Capital contributions, net                                                          5,000,000         3,000,000
   Advances from affiliates                                                              639,973         1,600,599
   Borrowings on revolving credit agreements, net                                     27,487,693           273,024
   Proceeds from long-term borrowings                                                 13,004,521        52,540,650
                                                                              -------------------------------------
              Net cash provided by financing activities                               46,132,187        57,414,273
                                                                              -------------------------------------
              Net decrease in cash and cash equivalents                                    4,238          (99,268)
Cash and cash equivalents
   Beginning                                                                              59,814           159,082
                                                                              -------------------------------------
   Ending                                                                     $           64,052            59,814
                                                                              =====================================
</TABLE>

                                   (Continued)

                                                         6
<PAGE>
<TABLE>
VIRGINIA PCS ALLIANCE, L.C.

STATEMENTS OF CASH FLOWS (CONTINUED)
Years Ended December 31, 1999 and 1998
<CAPTION>
                                                                                   1999               1998
------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>
Supplemental Schedule of Noncash Investing and
   Financing Activities
   Noncash increases in property and equipment consisting
     primarily of accrued construction costs, accounts payable,
     accrued dividends, and capitalization of other intangible
     costs                                                                  $          829,430 $        6,044,812
                                                                            ======================================

   Subordinated capital certificates acquired by long-term
     borrowings                                                             $          684,445 $        2,765,302
                                                                            ======================================

Supplemental Disclosure of Cash Flow Information

   Cash payments for interest                                               $        7,064,868 $        4,419,430
                                                                            ======================================

   Cash payments for redeemable preferred interest                          $        1,099,899 $        1,099,896
                                                                            ======================================
</TABLE>

 See Notes to Financial Statements.

                                                         7
<PAGE>

VIRGINIA PCS ALLIANCE, L.C.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1.  Significant Accounting Policies

The Virginia PCS Alliance,  L.C.  ("Alliance") was organized in 1994 pursuant to
the provisions of the Virginia Limited  Liability  Company Act. The Alliance was
formed to fund,  establish  and  operate a business to design,  construct,  own,
operate  and  maintain a  personal  communications  system to  provide  personal
communications  services  ("PCS") in central  and western  Virginia.  Operations
commenced  during  September  1997,  prior  to  which  the  Alliance  was in the
development  stage. Its major activities  through September 1997 were limited to
acquiring PCS radio  spectrum  licenses,  designing and  constructing a personal
communications system and obtaining equity capital.

CFW Wireless Inc., a wholly-owned  subsidiary of CFW Communications  Company, is
responsible  for managing and operating  the Alliance  pursuant to the terms and
conditions  of the service  agreement  and within the  framework of the approved
operating and capital business plan.

The following is a summary of the Alliance's significant accounting policies:

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

   Cash and cash  equivalents:  The Alliance  considers  all highly  liquid cash
   investments  with a  purchased  maturity  of three  months or less to be cash
   equivalents.  At times such investments may be in excess of federally-insured
   amounts.

   Inventories:  Inventories  include PCS telephone  equipment held for sale and
   are stated at the lower of average cost or market.

   Property  and  equipment:  Property  and  equipment  is  stated  at cost  and
   depreciated using the straight-line method over their estimated useful lives.
   Buildings are  depreciated  over a 50-year life.  Network plant and equipment
   are  depreciated  over  various  lives  ranging  from 5 to 17 years,  with an
   average life of approximately 10 years for the category.  Furniture, fixtures
   and other equipment are  depreciated  over various lives ranging from 3 to 24
   years.  Radio spectrum  licenses,  which are for areas where the licenses are
   being used in operations, are amortized over a life of 40 years. The Alliance
   includes  radio  spectrum  licenses in other assets  until such  licenses are
   placed in service. Assets under construction represent costs incurred for the
   construction of cell sites, including allocated overhead costs.

   Revenue  recognition:  The Alliance earns revenue by providing  access to and
   usage of its  personal  communications  network.  Local  service  and airtime
   revenues are  recognized  as services are  provided.  Wholesale  revenues are
   earned by providing  switch access and other  switching  services,  including
   roamer management, to other wireless carriers.  Wholesale prices are based on
   actual annual fixed and variable  costs.  Other revenues for equipment  sales
   are  recognized  at the point of sale.  Handset  equipment  is sold at prices
   below cost.  Prices are based on the service  contract  period.  The Alliance
   recognizes the entire cost of the handsets at the point of sale,  rather than
   deferring such costs over the service contract period.

                                       8
<PAGE>
VIRGINIA PCS ALLIANCE, L.C.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1.     Significant Accounting Policies (Continued)

   Fair value of financial instruments:  The fair value of financial instruments
   recorded  on the  balance  sheets are not  significantly  different  than the
   carrying amounts.

   Income  taxes:  The  Alliance  is  treated  as a  partnership  for income tax
   purposes.  The Internal  Revenue Code and applicable  state statutes  provide
   that income and expenses of a partnership  are not  separately  taxable,  but
   rather accrue directly to the members as provided by agreement.  Accordingly,
   no provision for federal or state income taxes has been made in the financial
   statements.

   Financial  statement  classifications:  Certain amounts on the 1998 financial
   statements  have been  reclassified,  with no effect on net loss or  members'
   equity (deficit) to conform with classifications adopted in 1999.

Note 2.      Long-Term Debt

Long-term debt consists of the following as of December 31:

                                               1999               1998
                                        --------------------------------------
Vendor Supported Loan                   $       75,000,000 $       71,139,502
Supplemental Loan                               15,456,231          5,627,763
Line of Credit                                  29,642,412          2,154,719
U. S. Department of the Treasury, FCC           11,154,374         11,154,374
Other                                              225,000            225,000
                                        --------------------------------------
                                        $      131,478,017 $       90,301,358
                                        ======================================

In September 1996, the Alliance  entered into two 7.00%  installment  notes with
the Federal Communications Commission ("FCC") related to licenses awarded in the
PCS radio spectrum Block "C" auction. Interest only is payable quarterly through
September  30, 2002.  Commencing  December 31, 2002,  principal  and interest is
payable in equal quarterly  installments of $805,341  through June 30, 2006. The
entire unpaid principal  amount,  together with accrued and unpaid interest,  is
due September 17, 2006 ("Maturity Date").

The Alliance has a $146.0 million Senior Secured Credit  Facility with the Rural
Telephone Financing  Cooperative ("RTFC" or "Lender").  This credit facility was
entered  into in 1999 and replaced the  Alliance's  previous $89 million  senior
secured credit facility.  The available facilities consist of a 7-year term loan
("Vendor  Supported  Loan") in the amount of $75.0  million,  a 7-year term loan
("Supplemental  Loan") in the amount of $36.0  million,  and a 7-year  revolving
line of credit loan ("Line of Credit") in the amount of $35.0 million.

The  Vendor  Supported  Loan is to  finance  up to $71.25  million  of  Motorola
("Vendor")  supplied PCS equipment and engineering  services,  nonvendor related
capital expenditures,  microwave relocation expenses and working capital, and to
purchase up to $3.75 million of RTFC subordinated capital certificates ("SCCs").
The Supplemental Loan is to finance up to $34.2 million of  nongovernment-funded
PCS license costs,  microwave relocation expenses,  non-Motorola related capital
expenditures  and working  capital,  and to purchase up to $1.8  million of RTFC
SCCs.

                                       9
<PAGE>
VIRGINIA PCS ALLIANCE, L.C.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 2.       Long-Term Debt (Continued)

The RTFC SCC's are  nonmarketable  securities and are stated at historical cost.
As the RTFC loans are repaid,  the SCCs will be refunded  through a cash payment
to maintain a 5% SCCs-to-outstanding loan balance ratio.

Interest  only is  payable  through  four  years for the  Vendor  Supported  and
Supplemental  Loans.  After  this  time,   principal  is  payable  in  quarterly
installments, plus accrued interest, with 10% of the principal due in year five,
15% due per  year  in  years  six and  seven,  and the  final  60% is due at the
maturity date, October 15, 2006.

As borrowings  occur, the Alliance can choose between several fixed and variable
rate  interest  options.  The variable  interest  rate in effect on the nonfixed
portions of the Vendor Supported and Supplemental Loans at December 31, 1999 and
1998 was 7.45% and 6.60%, respectively.  In January 1998, the Alliance converted
$15.0 million of the Vendor  Supported Loan to a fixed rate of 7.25%.  This rate
is in effect  until  January  2003,  at which  time the loan will  revert to the
variable rate. In September  1998, the Alliance  converted  $27.0 million of the
Vendor  Supported  Loan to a fixed rate of 6.55%.  This rate is in effect  until
September 2001, at which time the loan will revert to the variable rate.

The  credit  facility  includes  a line of credit to  supplement  the  Alliances
general  short-term  cash  requirements.  The line of  credit is to be repaid on
October 15, 2006. The interest rate on the Line of Credit is the RTFC's standard
monthly quoted line of credit rate plus 0.5%. The interest rate in effect on the
Line of Credit at December 31, 1999 and 1998 was 8.10% and 7.20%, respectively.

Interest  costs in 1999  were  approximately  $6.7  million  of  which  $6.4 was
expensed  and  $0.3  million  was  capitalized.  Interest  costs  in  1998  were
approximately  $4.5  million of which $4.1 million was expensed and $0.4 million
was capitalized.

All of the Alliance's  present and future assets are pledged as security for the
RTFC loans.  In  addition,  each  member of the  Alliance  has  entered  into an
irrevocable unsecured pro rata guaranty with the RTFC for up to $68.3 million in
the aggregate.  As additional  credit support for the Vendor  Supported Loan and
the supplemental  loan,  Motorola has entered into a guaranty agreement with the
RTFC for up to $77.7 million of the Alliance's outstanding indebtedness.

The loan agreements contain various  restrictive  covenants,  including negative
covenants, related to additional indebtedness,  payment of dividends, redemption
of membership  interests and payment of management  fees.  The  agreements  also
contain  financial  covenants  related to cash flows,  population  coverage  and
number of subscribers.

                                       10
<PAGE>
VIRGINIA PCS ALLIANCE, L.C.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 2.     Long-Term Debt (Continued)

Long-term debt maturities of amounts of Vendor Supported and Supplemental  loans
outstanding at December 31, 1999 are as follows:

2000 through 2002                                          $              -
2003                                                                4,522,812
2004                                                               11,307,029
Thereafter                                                        115,648,176
                                                           -------------------
Total                                                      $      131,478,017
                                                           ===================


The RTFC allocates a large  percentage of its annual  margins to its patrons.  A
majority  portion of the  allocation is returned to the  borrowers in cash.  The
remainder is issued to borrowers in the form of patronage capital  certificates,
which are retired in cash on an RTFC board approved cycle. In 1999, the Alliance
received  a cash  distribution  for 1998  patronage  capital  in the  amount  of
$123,993.  A $419,260 receivable for the 1999 cash distribution was recorded and
is reflected in Other  receivables  on the  Alliance's  balance  sheet . The net
present  value of the total  patronage  capital  certificates  was  $466,833  at
December 31, 1999 and is reflected  in Other  assets on the  Alliance's  balance
sheet.  The  Alliance  records  Patronage  Capital as a  reduction  in  interest
expense.

Note 3.      Series A Preferred Membership Interests

The Series A Preferred  Membership  Interests consists of 1,294,000 units issued
on December  30, 1996 at $10.00 per unit (stated  value).  Total  proceeds  were
$12,940,000 before issuance costs.  These units are entitled to cumulative,  but
not compounded,  cash  distributions  at 8.5% per annum.  This amount is payable
quarterly  for five years from the date  contributed,  at which time a "true up"
amount is payable for the difference  between an amount  computed based on a 14%
compounded  annualized rate of return and the cumulative  amount described above
at 8.5%.  At  December  31,  1999  and  1998,  accrued  current  dividends  were
approximately  $229,000  for each  date and  accrued  "true up"  dividends  were
approximately  $2,316,000  and  $1,501,000,   respectively.  Accrued  "true  up"
dividends are included on the balance sheet with "Redeemable  Series A Preferred
Membership Interests."

At any time after the fifth anniversary of the capital  contribution  date, each
Series A Preferred  Member may put all, but not less than all, of its  Preferred
Series A Membership  Interest to the Alliance in exchange for cash equivalent to
the stated  value,  plus any  accrued  distributions.  If such put takes  place,
additional  Common  Membership  Interests may be acquired at $10.00 per unit for
88.1% of the put amount by CFW  Communications  Company and for 11.9% of the put
amount by R&B Communications, Inc., both Common Members.

For any Series A Preferred  Membership  Interests  not put to the Alliance as of
the fifth anniversary date as well as any "true up" amounts due, the annual cash
distribution  rate will be changed  to the  lesser of 7% or LIBOR  plus  1-1/2%,
payable quarterly.  After ten years from the Series A capital contribution date,
the  Alliance  may  redeem at any  time,  any or all of the  Series A  Preferred
Membership  Interests  still  outstanding,  at the Stated Value plus any accrued
distributions.

                                       11
<PAGE>
VIRGINIA PCS ALLIANCE, L.C.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 4.      Members' Equity (Deficit)

Members'  equity  (deficit)  consists  of the  following  classes of  membership
interests:

   Series B Preferred  Membership  Interests:  This  consists  of 782,000  units
   issued on September 30, 1996 at $10.00 per unit (stated value),  50,000 units
   converted  from Common  Units on August 27,  1997 at $10.00 per unit  (stated
   value),  115,471.6 units issued on January 6, 1998 at $22.00 per unit (stated
   value),  and  192,452.7  units  issued on  January 4, 1999 at $22.00 per unit
   (stated value). Dividends are payable beginning after the tenth year from the
   capital  contribution  date  at 8%  per  annum,  payable  quarterly  and  are
   cumulative,  but not  compounded.  After the  fourth  year  from the  capital
   contribution  date, the Series B units are convertible into Common Membership
   Interests on a unit-for-unit basis.

   Common  Membership  Interests:  Common  membership  interests  consist  of  a
   440,363.8 Common Units.  Additional future cash contributions may be required
   from the Common  Members on the same terms and  conditions  of their  initial
   Capital  Contribution.  If any  Common  Member  fails to make the  additional
   contributions,  their existing capital account balance may be redeemed at 25%
   and amounts forfeited would be allocated among the remaining Common Members.

   Equity Subscriptions: The members entered into equity subscription agreements
   that  obligates  them to contribute  $30 million in the aggregate of which $8
   million  had  been  contributed  as  of  December  31,  1999.  The  remaining
   additional  equity  contributions  are scheduled to be contributed over three
   years $10 million in 2000;  $10 million in 2001 and $2 million in 2002.  Such
   contributions  shall be for the  purchase,  at fair market  value,  of Common
   Membership or Series B Preferred Membership units.

In  January  2000,  the  members  contributed  $5.0  million  to  the  Alliance,
purchasing 34,820 Common Units for $0.8 million and 192,452.7 Series B Preferred
Membership Units for approximately $4.2 million.

Note 5.      Commitments

Leases:  The Alliance leases property for cell site locations and retail stores.
Leases for cell site  locations  vary in term from five to twenty years.  Leases
for retail store  locations vary in term from three to five years.  Certain cell
site  location  leases have been prepaid and are being  amortized on a straight-
line basis over the total lease term.  Total annual lease  expense for the years
ended December 31, 1999 and 1998 was  approximately  $1,571,000 and  $1,169,000,
respectively.  The total  amount  committed  under  these  lease  agreements  is
$1,353,576 in 2000,  $1,320,316 in 2001,  $1,159,081 in 2002,  $853,706 in 2003,
$569,760 in 2004 and $2,040,167 for the years thereafter.

Equipment:  The Alliance had outstanding  purchase  commitments of approximately
$2.2 million at December 31, 1999.

                                       12
<PAGE>
VIRGINIA PCS ALLIANCE, L.C.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 6.      Related Party Transactions

All transactions of the Alliance are administered by the managing  partner.  CFW
Wireless,  a subsidiary of CFW  Communications  Company provided,  in accordance
with the service contract, engineering, construction, sales management, billing,
customer care and other general and  administrative  services to the Alliance in
the  amount of  $4,751,731  in 1999 and  $3,015,260  in 1998.  Of the total 1999
charges,  $4,253,119 ($2,684,701 in 1998) was expensed and $498,612 ($330,559 in
1998)  was  capitalized.   CFW  Communications  Company  also  provided  certain
corporate  services  for the  Alliance in the amount of  $2,094,421  in 1999 and
$1,310,486  in 1998.  All  corporate  services  were  expensed in 1999 and 1998.
Corporate  services include  executive,  finance,  accounting,  human resources,
information management and marketing services.  Such services are charged to the
Alliance at cost.  In  addition,  the  managing  partner  advances  funds to the
Alliance to cover expenditures  incurred.  These advances are included in due to
affiliates in the accompanying balance sheets.  Interest on outstanding advances
was $240,627 in 1999.

Switch access and  switching  services are provided at cost to the West Virginia
PCS Alliance  L.C. and the Virginia  RSA6  Cellular  Limited  Partnership,  both
affiliated  through  common  ownership and  management.  Such services have been
recorded as wholesale  revenue and totaled  $1,454,228 in 1999 and $1,639,595 in
1998.

                                       13
<PAGE>


                                                                               9

                        WEST VIRGINIA PCS ALLIANCE, L.C.

                                FINANCIAL REPORT

                                December 31, 1999


<PAGE>
                                    Contents

----------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT                                              1
----------------------------------------------------------------------------

FINANCIAL STATEMENTS

   Balance sheets                                                     2 - 3

   Statements of operations                                               4

   Statements of members' equity (deficit)                                5

   Statements of cash flows                                           6 - 7

   Notes to financial statements                                     8 - 11

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



<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

To the Management Committee
West Virginia PCS Alliance, L.C.
Waynesboro, Virginia

We have audited the  accompanying  balance sheets of West Virginia PCS Alliance,
L.C. as of December 31, 1999 and 1998, and the related statements of operations,
members'  equity  (deficit)  and cash  flows for the  years  then  ended.  These
financial  statements are the responsibility of the Alliance's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of West Virginia PCS Alliance,
L.C. as of December 31, 1999 and 1998, and the results of its operations and its
cash  flows for the years  then  ended in  conformity  with  generally  accepted
accounting principles.

/s/ McGladrey & Pullen LLP

Richmond, Virginia
February 17, 2000

                                       1
<PAGE>
<TABLE>
WEST VIRGINIA PCS ALLIANCE, L.C.

BALANCE SHEETS
December 31, 1999 and 1998
<CAPTION>
ASSETS (Note 2)                                              1999               1998
--------------------------------------------------------------------------------------------
<S>                                                   <C>                <C>
Current Assets
   Cash and cash equivalents                          $            8,120 $           10,254
   Accounts receivable, net of allowance
      of $99,915 ($1,768 in 1998)                                832,763             32,453
   Other receivables                                             175,376            141,449
   Inventories                                                 1,281,241            229,150
   Prepaid expenses                                               69,049             74,145
                                                      --------------------------------------

              Total current assets                             2,366,549            487,451
                                                      --------------------------------------

Subordinated Capital Certificates                              2,506,255            411,869
                                                      --------------------------------------

Property and Equipment
   Land and building                                             942,988             42,668
   Network plant and equipment                                33,898,373          8,911,322
   Furniture, fixtures and other equipment                     1,330,005            789,631
   Radio spectrum licenses                                     6,132,100          6,132,100
                                                      --------------------------------------

              Total in service                                42,303,466         15,875,721

   Under construction                                          5,436,007         11,634,333
                                                      --------------------------------------
                                                              47,739,473         27,510,054

   Less accumulated depreciation                               2,317,215            257,819
                                                      --------------------------------------
                                                              45,422,258         27,252,235
                                                      --------------------------------------

Other Assets
   Radio spectrum licenses                                     2,844,772          2,756,946
   Other                                                         356,894            223,441
                                                      --------------------------------------
                                                               3,201,666          2,980,387
                                                      --------------------------------------
                                                      $       53,496,728 $       31,131,942
                                                      ======================================
</TABLE>

See Notes to Financial Statements.

                                              2
<PAGE>
<TABLE>

LIABILITIES AND MEMBERS' EQUITY (DEFICIT)               1999               1998
---------------------------------------------------------------------------------------
<S>                                              <C>                <C>
Current Liabilities
   Accounts payable                              $        1,819,567 $        7,147,589
   Due to affiliates (Note 5)                             1,059,198          3,492,424
   Accrued payroll                                           59,797             56,337
   Advance billings                                          27,550              9,371
   Accrued interest                                           5,434              4,526
   Other accrued liabilities                                104,530             22,280
                                                 --------------------------------------

              Total current liabilities                   3,076,076         10,732,527


Long-Term Debt (Note 2)                                  51,125,102          9,237,389


Commitments (Note 4)


Members' Equity (Deficit)  (Note 3)                       (704,450)         11,162,026
                                                 --------------------------------------









                                                 $       53,496,728 $       31,131,942
                                                 ======================================

</TABLE>

                                              3
<PAGE>
<TABLE>
WEST VIRGINIA PCS ALLIANCE, L.C.

STATEMENTS OF OPERATIONS
Years Ended December 31, 1999 and 1998
<CAPTION>
                                                                                  1999                1998
-------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                  <C>
Operating revenues:
   Subscriber revenue                                                    $          2,307,517 $             46,293
   Equipment sales                                                                    681,398               65,388
                                                                         ------------------------------------------
                                                                                    2,988,915              111,681
                                                                         ------------------------------------------

Operating expenses:
   Cost of goods sold                                                               3,065,469              218,943
   Maintenance and support                                                          4,129,714              610,106
   Depreciation and amortization                                                    2,067,618              258,959
   Customer operations                                                              4,094,039            1,308,767
   Corporate operations                                                             1,743,683              817,984
                                                                         ------------------------------------------
                                                                                   15,100,523            3,214,759
                                                                         ------------------------------------------

              Loss before interest expense                                        (12,111,608)          (3,103,078)

Interest expense                                                                    1,175,868
                                                                         ------------------------------------------
              Net loss                                                   $        (13,287,476) $        (3,103,078)
                                                                         ==========================================
</TABLE>

See Notes to Financial Statements.

                                              4
<PAGE>

WEST VIRGINIA PCS ALLIANCE, L.C.

STATEMENTS OF MEMBERS' EQUITY (DEFICIT)
Years Ended December 31, 1999 and 1998


                                                                 Common
                                                               Membership
                                                                Interests
------------------------------------------------------------------------------

Balance as of December 31, 1997                             $      14,290,224
   Issuance costs                                                     (25,120)
   Net loss                                                        (3,103,078)
                                                            ------------------
Balance as of December 31, 1998                                    11,162,026
   Capital contributions                                            1,421,000
   Net loss                                                       (13,287,476)
                                                            ------------------
Balance as of December 31, 1999                             $       (704,450)
                                                            ==================


See Notes to Financial Statements.

                                  5
<PAGE>
<TABLE>
WEST VIRGINIA PCS ALLIANCE, L.C.

STATEMENTS OF CASH FLOWS
Years Ended December 31, 1999 and 1998
<CAPTION>
                                                                   1999               1998
--------------------------------------------------------------------------------------------------
<S>                                                         <C>                <C>
Cash Flows From Operating Activities
   Net loss                                                 $      (13,287,476) $      (3,103,078)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation                                                   2,059,396            254,849
      Amortization                                                       8,222              4,110
      Changes in assets and liabilities:
        (Increase) decrease in:
           Accounts receivable                                        (834,237)          (173,902)
           Inventories                                              (1,052,091)          (229,150)
           Prepaid expenses                                              5,096            (74,145)
        Increase in:
           Accounts payable                                            518,754            682,086
           Advance billings                                             18,180              9,371
           Accrued interest                                                908              4,526
           Other accrued liabilities                                    85,710              2,489
                                                            --------------------------------------
              Net cash used in operating activities                (12,477,538)        (2,622,844)
                                                            --------------------------------------
Cash Flows From Investing Activities
   Purchase of property and equipment                              (26,076,196)       (13,997,039)
   Increase in radio spectrum licenses                                 (87,826)            (3,994)
   Increase in deferred charges                                            (95)           (10,803)
   Increase in patronage capital certificates                         (141,580)               -
                                                            --------------------------------------
              Net cash used in investing activities                (26,305,697)       (14,011,836)
                                                            --------------------------------------
Cash Flows From Financing Activities
   Increase in equity issuance costs                                       -               (2,232)
   Capital contributions                                             1,421,000                -
   Advances from affiliates                                         (2,433,226)         3,426,045
   Borrowings on revolving credit agreements, net                         -             1,000,000
   Proceeds from long-term borrowings, net                          39,793,327          7,825,520
                                                            --------------------------------------
              Net cash provided by financing activities             38,781,101         12,249,333
                                                            --------------------------------------
              Net decrease in cash and cash equivalents                 (2,134)        (4,385,347)
Cash and cash equivalents
   Beginning                                                            10,254          4,395,601
                                                            --------------------------------------
   Ending                                                   $            8,120 $           10,254
                                                            ======================================
</TABLE>

                                         (Continued)
                                              6
<PAGE>
<TABLE>

WEST VIRGINIA PCS ALLIANCE, L.C.

STATEMENTS OF CASH FLOWS (CONTINUED)
Years Ended December 31, 1999 and 1998
<CAPTION>
                                                                                   1999               1998
------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>
Supplemental Schedule of Noncash Investing and
   Financing Activities
   Noncash increases in property and equipment consisting
     primarily of accrued construction costs and reallocation
     of prior year other intangible costs                                   $          618,726 $        6,661,939
                                                                            ======================================

   Subordinated capital certificates acquired by long-term
     borrowings                                                             $        2,094,386 $          411,869
                                                                            ======================================

Supplemental Disclosure of Cash Flow Information

   Cash payments for interest                                               $        1,781,822 $          178,627
                                                                            ======================================
</TABLE>

 See Notes to Financial Statements.

                                              7
<PAGE>
WEST VIRGINIA PCS ALLIANCE, L.C.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1.  Significant Accounting Policies

The West Virginia PCS Alliance, L.C. ("Alliance") was organized in 1997 pursuant
to the provisions of the Virginia  Limited  Liability  Company Act. The Alliance
was formed to fund, establish and operate a business to design,  construct, own,
operate  and  maintain a  personal  communications  system to  provide  personal
communications  services ("PCS") in West Virginia.  Operations  commenced during
September 1998,  prior to which the Alliance was in the development  stage.  Its
major  activities  through  September  1998 were limited to acquiring  PCS radio
spectrum licenses,  designing and constructing a personal  communications system
and obtaining equity capital.

CFW Wireless Inc., a wholly-owned  subsidiary of CFW Communications  Company, is
responsible  for managing and operating  the Alliance  pursuant to the terms and
conditions  of the service  agreement  and within the  framework of the approved
operating and capital business plan.

The following is a summary of the Alliance's significant accounting policies:

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

   Cash and cash  equivalents:  The Alliance  considers  all highly  liquid cash
   investments  with a  purchased  maturity  of three  months or less to be cash
   equivalents.  At times such investments may be in excess of federally-insured
   amounts.

   Inventories:  Inventories  include PCS telephone  equipment held for sale and
   are stated at the lower of average cost or market.

   Property  and  equipment:  Property  and  equipment  is  stated  at cost  and
   depreciated using the straight-line method over their estimated useful lives.
   Buildings are  depreciated  over a 50-year life.  Network plant and equipment
   are  depreciated  over  various  lives  ranging  from 5 to 17 years,  with an
   average life of approximately 10 years for the category.  Furniture, fixtures
   and other equipment are  depreciated  over various lives ranging from 3 to 24
   years.  Radio spectrum  licenses,  which are for areas where the licenses are
   being used in operations, are amortized over a life of 40 years. The Alliance
   includes  radio  spectrum  licenses in other assets  until such  licenses are
   placed in service. Assets under construction represent costs incurred for the
   construction of cell sites, including allocated overhead costs.

   Revenue  recognition:  The Alliance earns revenue by providing  access to and
   usage of its  personal  communications  network.  Local  service  and airtime
   revenues  are  recognized  as  services  are  provided.  Other  revenues  for
   equipment  sales are  recognized at the point of sale.  Handset  equipment is
   sold at prices below cost.  Prices are based on the service  contract period.
   The Alliance recognizes the entire cost of the handsets at the point of sale,
   rather than deferring such costs over the service contract period.

                                       8
<PAGE>
WEST VIRGINIA PCS ALLIANCE, L.C.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1.     Significant Accounting Policies (Continued)

   Fair value of financial instruments:  The fair value of financial instruments
   recorded  on the  balance  sheets are not  significantly  different  than the
   carrying amounts.

   Income  taxes:  The  Alliance  is  treated  as a  partnership  for income tax
   purposes.  The Internal  Revenue Code and applicable  state statutes  provide
   that income and expenses of a partnership  are not  separately  taxable,  but
   rather accrue directly to the members as provided by agreement.  Accordingly,
   no provision for federal or state income taxes has been made in the financial
   statements.

   Financial  statement  classifications:  Certain amounts on the 1998 financial
   statements  have been  reclassified,  with no effect on net loss or  members'
   equity to conform with classifications adopted in 1999.

Note 2.      Long-Term Debt

Long-term debt consists of the following as of December 31:

                                         1999               1998
                                  --------------------------------------
Vendor Supported Loan             $       50,125,102 $        8,237,389
Line of Credit                             1,000,000          1,000,000
                                  --------------------------------------
                                  $       51,125,102 $        9,237,389
                                  ======================================

In July 1998,  the Alliance  entered into a $70.5 million  Senior Secured Credit
Facility with the Rural Telephone Financing Cooperative ("RTFC" or "Lender") and
Motorola, Inc. ("Motorola"). The available facilities consist of a 7-year senior
secured term loan ("Vendor  Supported  Loan") in the amount of $52.5 million,  a
7-year  senior  secured term loan  ("Supplemental  Loan") in the amount of $17.0
million,  and a 5-year senior  secured  revolving  line of credit loan ("Line of
Credit") in the amount of $1.0 million.

The Vendor Supported Loan is to finance up to $49.9 million of Motorola supplied
PCS equipment and engineering  services,  nonvendor related capital expenditures
and microwave  relocation  expenses,  and to purchase up to $2.6 million of RTFC
subordinated capital certificates  ("SCCs"). The Supplemental Loan is to finance
up to $16.2 million of  non-Motorola  related capital  expenditures  and working
capital,  and to purchase up to $0.8 million of RTFC SCCs. The Line of Credit is
to supplement the Alliance's general short-term cash requirements.

The RTFC SCC's are  nonmarketable  securities and are stated at historical cost.
As the RTFC loans are repaid,  the SCCs will be refunded  through a cash payment
to maintain a 5% SCCs-to-outstanding loan balance ratio.

As borrowings  occur, the Alliance can choose between several fixed and variable
rate  interest  options.  The variable  interest  rate in effect on the nonfixed
portions  of the Vendor  Supported  Loan at  December  31,  1999 was  7.45%.  In
September 1998, the Alliance converted $5.0 million of the Vendor Supported Loan
to a fixed rate of 6.55%.  This rate is in effect until September 2001, at which
time the loan will revert to the variable rate.

                                       9
<PAGE>
WEST VIRGINIA PCS ALLIANCE, L.C.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 2.     Long-Term Debt (Continued)

Under the Line of Credit  agreement,  the Alliance  will pay interest  quarterly
with all  principal  and  interest  payments due five years from the date of the
Line of Credit agreement.  The interest rate on the Line of Credit is the RTFC's
standard  monthly  quoted line of credit rate plus 0.5%.  The  interest  rate in
effect on the Line of Credit at December 31, 1999 was 8.1%.

All of the  Alliance's  present and future  assets and  revenues  are pledged as
security  for the RTFC  loans.  In  addition,  each member of the  Alliance  has
entered into an  irrevocable  unsecured pro rata  guaranty with the RTFC.  These
guarantees  will not exceed the lesser of (i) $32.8  million  plus  interest and
fees due thereon or (ii) 30% of the  outstanding  indebtedness  under the Vendor
Supported Loan plus outstanding  borrowings on the Supplemental Loan and Line of
Credit,  inclusive of  principal,  interest and fees due thereon.  As additional
credit  support for the Vendor  Supported  Loan,  Motorola  has  entered  into a
guaranty agreement with the RTFC, whereby it is committed to guarantee up to the
lesser  of  (i)  $36.8  million  or  (ii)  70%  of  the  Alliance's  outstanding
indebtedness  under the  Vendor  Supported  Loan.  Pursuant  to this  agreement,
Motorola  is  entitled  to a guaranty  fee of 2%, 3%, and 4% of the  outstanding
indebtedness  under the Vendor Supported Loan which it guarantees in years 5, 6,
and 7, respectively. There is no fee in years 1 through 4.

The loan agreements  contain various  restrictive  covenants  including negative
covenants related to additional indebtedness, redemption of membership interests
and payment of management fees. The agreements also contain financial  covenants
related to cash flows, population coverage, number of subscribers,  debt service
coverage and leverage.

There are no long-term debt maturities for 2000-2001. Maturities for 2002, 2003,
2004  and  2005  are  $2,506,255,   $7,265,638,   $7,518,765  and   $33,834,444,
respectively.   Interest   costs   were   approximately   $1,783,000   in  1999,
approximately $607,000 of which was capitalized.

The RTFC allocates a large  percentage of its annual  margins to its patrons.  A
majority  portion of the  allocation is returned to the  borrowers in cash.  The
remainder is issued to borrowers in the form of patronage capital  certificates,
which are retired in cash on an RTFC board approved cycle. In 1999, the Alliance
recorded a  receivable  in the amount of $42,932 for the 1999 cash  distribution
that is reflected in other  receivables  on the balance  sheet.  The net present
value of the total patronage  capital  certificates was $141,579 at December 31,
1999 and is reflected in other assets on the balance sheet.

Note 3.      Capital Structure

The  Alliance's  authorized  capitalization  consists of one class of membership
interest,  which  consists of 1,242,002  units issued for a total of $14,316,036
before  $50,932 of  related  issuance  costs.  This  issuance  is defined as the
initial "Capital  Contribution."  Additional  future cash  contributions  may be
required  from the  members on the same terms and  conditions  of their  initial
Capital Contribution.  If any member fails to make the additional contributions,
their  existing  capital  account  balance  may be  redeemed  at 25% of the then
outstanding balance and amounts forfeited would be allocated among the remaining
common members.

                                       10
<PAGE>
WEST VIRGINIA PCS ALLIANCE, L.C.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 3.     Capital Structure (Continued)

Pursuant to the terms of the aforementioned  debt facility,  the members entered
into equity subscriptions agreements that obligate them to contribute additional
equity of $5.68 million, in the aggregate.  Such additional equity contributions
are to be made in four annual  installments  of $1.42 million ending in 2002 for
the purchase, at fair market value, of Common Membership units.

In  January  2000,  the  members  contributed  $1.42  million  to the  Alliance,
purchasing 78,944.44 Common Membership units.

Note 4.      Commitments

Leases:  The Alliance leases property for cell site locations and retail stores.
Leases for cell site locations  vary in term from five to ten years.  Leases for
retail store  locations  vary in term from one to five years.  Certain cell site
location  leases have been prepaid and are being  amortized  on a  straight-line
basis over the total lease term.  Total annual lease  expense was  approximately
$769,000 for the year ended December 31, 1999. The total amount  committed under
these  agreements  is  $727,989  in 2000,  $682,133  in 2001,  $657,140 in 2002,
$557,183 in 2003, $308,602 in 2004 and $326,765 for the years thereafter.

Equipment:  The Alliance  has entered into a purchase  contract to acquire up to
$35.0  million of equipment  over a period  ending July 10, 2002. As of December
31, 1999, the Alliance had purchased $20.2 million pursuant to the terms of such
contract. Total outstanding purchase commitments were approximatley $2.6 million
at December 31, 1999.

Note 5.      Related Party Transactions

All transactions of the Alliance are administered by the managing  partner.  CFW
Wireless,  a subsidiary of CFW  Communications  Company provided,  in accordance
with the service contract,  engineering,  construction,  customer care and other
services to the  Alliance in the amount of  $1,273,715  in 1999 and  $933,585 in
1998.  All 1999 charges were expensed.  Of the total 1998 charges,  $380,746 was
expensed and  $552,839  was  capitalized  during the  construction  and start up
period. CFW Communications  Company also provided certain corporate services for
the Alliance in the amount of  $1,168,009  in 1999 and $553,225 in 1998.  All of
the 1999 charges were expensed. Of the total 1998 charges, $436,014 was expensed
and  $117,211  was  capitalized  during  the  construction  and start up period.
Corporate  services include  executive,  finance,  accounting,  human resources,
information management and marketing services.  Such services are charged to the
Alliance at cost.  In  addition,  the  managing  partner  advances  funds to the
Alliance to cover expenditures incurred. The net advances are included in due to
affiliates in the accompanying balance sheet. In addition,  the managing partner
advances funds to the Alliance to cover  expenditures  incurred.  These advances
are included in due to affiliates in the accompanying  balance sheets.  Interest
on outstanding advances totaled 193,990 in 1999.

Switch access and switching equipment and services totaling $972,759 in 1999 and
$1,115,043  in 1998 were  provided at cost by the  Virginia  PCS Alliance LC (an
entity related by common ownership and management). All of the 1999 charges were
expensed.  Of the total 1998  charges,  $375,941  was  expensed and $739,102 was
capitalized.

                                       11