Exhibit 99.1







                        WEST VIRGINIA PCS ALLIANCE, L.C.
                                FINANCIAL REPORT
                                DECEMBER 31, 2000










<PAGE>





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

FINANCIAL STATEMENTS

      Balance sheets                                                          2

      Statements of operations                                                3

      Statements of cash flows                                              4-5

      Statements of members' equity (deficit)                                 6

      Notes to financial statements                                        7-10


<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, 2000 and 1999, and the related statements of operations,
members' equity (deficit) and cash flows for each of the years in the three-year
period  ended   December  31,  2000.   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 auditing standards generally accepted
in the  United  States of  America.  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 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, 2000 and 1999, and the results of its operations and its
cash flows for each of the years in the  three-year  period  ended  December 31,
2000 in conformity with accounting  principles  generally accepted in the United
States of America.

/s/ McGladrey & Pullen, LLP

Richmond, Virginia
February 22, 2001

                                       1
<PAGE>
<TABLE>
                                         WEST VIRGINIA PCS ALLIANCE, L.C.
                                                  BALANCE SHEETS
<CAPTION>
                                                                                         December 31,
                                                                           -----------------------------------------
                                                                                  2000                  1999
                                                                            -----------------     ------------------
Current Assets
<S>                                                                     <C>                     <C>
   Cash and cash equivalents                                            $              9,297    $             8,120
   Accounts receivable, net of allowance of $1,884,379
     ($99,915 in 1999)                                                             2,843,532                832,763
   Other receivables                                                                 693,336                175,376
   Inventories                                                                     1,124,378              1,281,241
   Prepaid expenses                                                                  194,489                 69,049
                                                                            -----------------     ------------------
                Total current assets                                               4,865,032              2,366,549
                                                                            -----------------
Subordinated Capital Certificates                                                          -              2,506,255
                                                                            -----------------     ------------------

Property and Equipment
   Land and building                                                                 948,060                942,988
   Network plant and equipment                                                    38,734,829             33,898,373
   Furniture, fixtures and other equipment                                         2,153,569              1,330,005
   Radio spectrum licenses                                                         7,096,309              6,132,100
                                                                            -----------------
                Total in service                                                  48,932,767             42,303,466
   Under construction                                                             15,958,134              5,436,007
                                                                            -----------------     ------------------
                                                                                  64,890,901             47,739,473
   Less accumulated depreciation                                                   4,966,234              2,317,215
                                                                            -----------------     ------------------
                                                                                  59,924,667             45,422,258
                                                                            -----------------     ------------------
Other Assets
   Radio spectrum licenses                                                         1,999,386              2,844,772
   Other                                                                              97,579                356,894
                                                                            -----------------     ------------------
                                                                                   2,096,965              3,201,666
                                                                            -----------------     ------------------
                                                                        $         66,886,664    $        53,496,728
                                                                            =================     ==================

               LIABILITIES AND MEMBERS' EQUITY (DEFICIT)
Current Liabilities
   Accounts payable                                                     $          4,416,858    $         1,819,567
   Due to affiliates                                                                       -              1,059,198
   Accrued payroll                                                                   295,133                 59,797
   Advance billings                                                                  534,174                 27,550
   Accrued interest                                                                        -                  5,434
   Other accrued liabilities                                                         189,134                104,530
                                                                           ------------------     ------------------
                Total current liabilities                                          5,435,299              3,076,076
Long-Term Liabilities
   Long-term debt                                                                 66,422,839             51,125,102
   Deferred gain on sale and leaseback transaction                                13,678,099                      -
                                                                           ------------------     ------------------
                                                                                  80,100,938             51,125,102
Commitments
Members' Deficit
   Common membership interests                                                   (18,649,573)              (704,450)
                                                                           ------------------     ------------------
                                                                                 (18,649,573)              (704,450)
                                                                           ------------------     ------------------
                                                                        $         66,886,664    $        53,496,728
                                                                           ==================     ==================
                                        See Notes to Financial Statements.
</TABLE>

                                                          2
<PAGE>
<TABLE>
                                            WEST VIRGINIA PCS ALLIANCE, L.C.

                                               STATEMENTS OF OPERATIONS
                                      Years Ended December 31, 2000, 1999 and 1998
<CAPTION>

                                                                   2000                 1999                1998
                                                             -----------------   --------------------  ----------------
Operating revenues:
<S>                                                        <C>                 <C>                   <C>
   Subscriber revenue                                      $       9,530,152   $          2,095,693  $          46,293
   Wholesale revenue                                               2,598,972                209,978                  -
   Equipment sales                                                 1,061,752                681,398             65,388
   Other                                                              32,269                  1,846                  -
                                                             -----------------   --------------------  ----------------
                                                                  13,223,145              2,988,915            111,681
                                                             -----------------   --------------------  ----------------

Operating expenses:
   Cost of goods sold                                              9,074,979              3,065,469            218,943
   Maintenance and support                                         6,647,243              4,129,714            610,106
   Depreciation and amortization                                   2,316,164              2,067,618            258,959
   Customer operations                                             7,534,164              4,094,039          1,308,767
   Corporate operations                                            2,130,276              1,743,683            817,984
                                                             -----------------   --------------------  ----------------
                                                                  27,702,826             15,100,523          3,214,759
                                                             -----------------   --------------------  ----------------

                Loss before other income (expense)               (14,479,681)           (12,111,608)        (3,103,078)

Other income (expense):
   Interest expense                                               (4,215,693)            (1,175,868)                 -
   Other expense                                                    (670,749)                     -                  -
                                                             -----------------   --------------------  ----------------
                                                                  (4,886,442)            (1,175,868)                 -
                                                             -----------------   --------------------  ----------------

Net Loss                                                   $     (19,366,123)  $        (13,287,476) $      (3,103,078)
                                                             =================   ====================  ================


                                           See Notes to Financial Statements.
</TABLE>
                                                           3
<PAGE>
<TABLE>
                                               WEST VIRGINIA PCS ALLIANCE, L.C.
                                                   STATEMENTS OF CASH FLOWS
                                         Years Ended December 31, 2000, 1999 and 1998
<CAPTION>

                                                                           2000                1999                 1998
                                                                      ----------------   ------------------   -----------------
Cash Flows From Operating Activities
<S>                                                                <C>                <C>                  <C>
   Net loss                                                        $      (19,366,123)$        (13,287,476)$        (3,103,078)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
        Depreciation                                                        3,025,517            2,059,396             254,849
        Amortization                                                            5,481                8,222               4,110
        Amortization of deferred gain on sale and
           leaseback transaction                                             (714,834)                   -                   -
        Changes in assets and liabilities:
       (Increase) decrease in:
              Accounts and other receivables                               (2,528,729)            (834,237)           (173,902)
              Inventories                                                     156,863           (1,052,091)           (229,150)
              Prepaid expenses                                               (125,440)               5,096             (74,145)
        Increase (decrease) in:
              Accounts payable                                              1,762,037              518,754             682,086
              Advance billings and customer deposits                          506,624               18,180               9,371
              Accrued interest                                                 (5,434)                 908               4,526
              Other accrued liabilities                                       319,940               85,710               2,489
                                                                      ----------------   ------------------   -----------------
            Net cash used in operating activities                         (16,964,098)         (12,477,538)         (2,622,844)
                                                                      ----------------   ------------------   -----------------
Cash Flows From Investing Activities
     Proceeds from sale of towers                                          25,671,354                    -                   -
     Decrease (increase) in deferred charges/credits                          454,800                  (95)            (10,803)
     Purchase of property and equipment                                   (27,561,224)         (26,076,196)        (13,997,039)
     Increase in radio spectrum licenses                                            -              (87,826)             (3,994)
     Decrease (increase) in patronage capital certificates                     44,000             (141,580)                  -
                                                                      ----------------   ------------------   -----------------
            Net cash used in investing activities                          (1,391,070)         (26,305,697)        (14,011,836)
                                                                      ----------------   ------------------   -----------------
Cash Flows From Financing Activities
     Equity issuance costs                                                          -                    -              (2,232)
     Capital contributions                                                  1,421,000            1,421,000                   -
     Advances from (repayments to) affiliates                              (1,059,198)          (2,433,226)          3,426,045
     Borrowings on revolving credit agreements, net                                 -                    -           1,000,000
     Repayment of long-term borrowings                                    (49,132,190)                   -                   -
     Proceeds from long-term borrowings, net                               67,126,732           39,793,327           7,825,520
                                                                      ----------------   ------------------   -----------------
            Net cash provided by financing activities                      18,356,345           38,781,101          12,249,333
                                                                      ----------------   ------------------   -----------------
            Net decrease in cash and cash equivalents                           1,177               (2,134)         (4,385,347)

Cash and cash equivalents:
     Beginning                                                                  8,120               10,254           4,395,601
                                                                      ----------------   ------------------   -----------------
     Ending                                                        $            9,297 $              8,120 $            10,254
                                                                      ================   ==================   =================

                                               See Notes to Financial Statements.
</TABLE>
                                                               4
<PAGE>
<TABLE>
                                              WEST VIRGINIA PCS ALLIANCE, L.C.

                                            STATEMENTS OF CASH FLOWS (Continued)
                                        Years Ended December 31, 2000, 1999 and 1998
<CAPTION>
                                                                           2000               1999                1998
                                                                      ---------------   ------------------  ------------------
<S>                                                               <C>                <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                            $        1,680,640 $            618,726 $         6,661,939
                                                                      ===============   ==================  ==================

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

Supplemental Disclosures of Cash Flow Information
   Cash payments for interest                                     $        4,196,223 $          1,781,822 $           178,627
                                                                      ===============   ==================  ==================





                                               See Notes to Financial Statements.

</TABLE>
                                                               5
<PAGE>


                        WEST VIRGINIA PCS ALLIANCE, L.C.

                     STATEMENTS OF MEMBERS' EQUITY (DEFICIT)
                  Years Ended December 31, 2000, 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)
   Capital contributions                                         1,421,000
   Net loss                                                    (19,366,123)
                                                        --------------------

                                                        ====================
Balance as of December 31, 2000                       $        (18,649,573)
                                                        ====================





                       See Notes to Financial Statements.


                                       6
<PAGE>

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.  The Alliance  completed its first full year of
operations in 1999.

NTELOS Inc.  ("NTELOS") 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.  NTELOS holds a
45% common member interest in the Alliance.

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 the 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 resale that
-----------
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 the estimated useful lives.  Buildings are
depreciated  over a 50 year life.  Network plant and  equipment are  depreciated
over various lives 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 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 has other radio spectrum licenses that are included in
other  assets  until  such   licenses  are  placed  in  service.   Assets  under
construction  primarily  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 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.



                                       7
<PAGE>
NOTES TO FINANCIAL STATEMENTS


Fair value of financial  instruments:  The fair value of  financial  instruments
------------------------------------
recorded on the balance sheets is 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  1999  and 1998
-------------------------------------
financial  statements  have  been  reclassified,  with no  effect on net loss or
members' equity, to conform with classifications adopted in 2000.

Note 2. Long-Term Debt and Subordinated Capital Certificates

Long-term debt consists of the following as of December 31:
                                          2000                 1999
                                     ---------------      ----------------
Due to Affiliate - NTELOS         $     66,422,839     $                -
Vendor supported loan - RTFC                     -             50,125,102
Line of credit - RTFC                            -              1,000,000
                                     ---------------      ----------------
                                  $     66,422,839     $       51,125,102
                                     ===============      ================

In July 2000,  the Alliance  entered into a $104  million  Note  Agreement  with
NTELOS  that is secured by  substantially  all assets of the  Alliance.  Initial
borrowings of $49.1 million were used to payoff the Alliance's  indebtedness  to
the Rural Telephone Finance Cooperative (RTFC). The payoff included a prepayment
fee of $.3 million.  The Alliance's  debt  obligation to NTELOS matures in 2008,
has no scheduled  maturity  payments over the next five years and bears interest
at a rate equal to NTELOS'  borrowing rate under its Senior Credit  Facility (3%
to 4% above the  Eurodollar  rate or 2.5% to 3% above the federal funds rate, or
12.3% at December 2000).

In July 2000, the Alliance paid off its vendor supported loan and line of credit
with proceeds of the note with NTELOS mentioned above.

The Rural Telephone Finance  Cooperative  (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 2000, the Alliance  recorded a receivable in the amount
of  $243,800  for  the  2000  cash  distribution  that  is  reflected  in  Other
Receivables on the Alliance's  balance sheet. The net present value of the total
patronage  capital  certificates  was  $97,600  at  December  31,  2000 and is a
Non-current Asset.

Note 3.  Dispositions

In 2000,  the  Alliance  sold 85  towers  for  $25.9  million  to  Crown  Castle
International  Corp (Crown).  In connection with this transaction,  the Alliance
has certain future lease back and other commitments (Note 5).  Accordingly,  the
gain on these sales has been deferred for book  purposes and is being  amortized
over the expected 10 year life of the leaseback agreement.



                                       8
<PAGE>
NOTES TO FINANCIAL STATEMENTS


Note 4. 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 $14,316,000
before  $50,900 of  related  issuance  costs.  This  issuance  is defined as the
initial "Capital  Contribution".  Members have made additional  contributions of
$2,842,000. Total contributed capital of $17,107,100, less cumulative net losses
from operations of $35,756,700  comprise  members' equity at December 31,2000 of
$18,649,600.

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.

Pursuant to the terms of the RTFC debt facility, the members entered into equity
subscription  agreements that obligate them to contribute  additional  equity of
$5.7 million in the aggregate.  Such additional  equity  contributions are to be
made in four annual installments of $1.4 million ending in 2002 for the purchase
of common Membership units at fair market value.

In  January  2001,  the  members  contributed  $1.4  million  to  the  Alliance,
purchasing 78,944.4 Common Membership units.

Note 5.  Commitments

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  three to eight  years.  Certain  cell site
location  leases have been prepaid and are being  amortized  on a  straight-line
basis over the total lease term.  The annual  lease  expense for the years ended
December  31, 2000,  1999 and 1998 was  approximately  $1,590,000,  $768,800 and
$180,000,  respectively. The total amount committed under these lease agreements
is $2,681,900 in 2001,  $2,559,800  in 2002,  $2,469,400 in 2003,  $2,297,600 in
2004, $635,100 in 2005 and $142,800 for the years thereafter.

Note 6. Related Party Transactions.

All transactions of the Alliance are administered by NTELOS.  In accordance with
the  service  contract,  NTELOS  provided  engineering,  construction  and other
services to the Alliance in the amount of $2,262,600 in 2000, $1,385,800 in 1999
and $933,600 in 1998. Of the total charges, $2,000,600,  $1,273,700 and $380,700
were expensed in 2000,  1999 and 1998,  respectively.  The remaining  amounts of
$262,000,  $112,100  and  $552,900  were  capitalized  in 2000,  1999 and  1998,
respectively.  NTELOS also provided certain corporate  services for the Alliance
in the amount of  $1,762,800  in 2000,  $1,168,000 in 1999 and $553,200 in 1998.
All of the 2000 and 1999  charges  were  expensed.  Of the total  1998  charges,
$436,000 was expensed and $117,200 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,  NTELOS  advances  funds to the  Alliance  to  cover  expenditures
incurred.  The net advances are included in long term debt in 2000 and in due to
affiliates in 1999 on the accompanying  balance sheets.  Interest on outstanding
advances totaled $3,278,100 in 2000 and $194,000 in 1999.



                                       9
<PAGE>
NOTES TO FINANCIAL STATEMENTS


Switch access and switching  equipment and services  totaling  $979,600 in 2000,
$972,800 in 1999 and  $1,115,000  in 1998 were  provided at cost by the Virginia
PCS Alliance,  L.C. (an entity related by common ownership and management).  All
2000 and 1999 charges were  expensed.  Of the total 1998  charges,  $375,900 was
expensed and $739,100 was capitalized.




                                       10