UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2002
                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Commission File No.                            000-31359
                    ------------------------------------------------------------


                              CCL HISTORICAL, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                      23-3032245
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)


50 Monument Road, Bala Cynwyd, Pennsylvania                19004
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)


                                 (610) 668-3000
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


        CoreComm Limited, 110 East 59th Street, New York, New York 10022
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                           Yes X           No
                              ---             ---

The number of shares  outstanding  of the issuer's  common stock as of September
30, 2002 was 141,655,388.

<PAGE>

                CCL Historical, Inc. (formerly CoreComm Limited)

<TABLE>
<CAPTION>
                                           Index

PART I.  FINANCIAL INFORMATION                                                                         Page
------------------------------                                                                         ----

<S>                                                                                                   <C>
Item 1.  Financial Statements
         Condensed Consolidated Balance Sheets -
            September 30, 2002 (Unaudited) and December 31, 2001 ........................................2
         Condensed Consolidated Statements of Operations -
            Three and Nine months ended September 30, 2002 and 2001 (Unaudited) .........................3
         Condensed Consolidated Statement of Shareholders' Deficiency -
            Nine months ended September 30, 2002 (Unaudited) ............................................4
         Condensed Consolidated Statements of Cash Flows -
            Nine months ended September 30, 2002 and 2001 (Unaudited) ...................................5
         Notes to Unaudited Condensed Consolidated Financial Statements .................................6

Item 2.  Management's Discussion and Analysis of Results of
             Operations and Financial Condition ........................................................20

Item 3.  Quantitative and Qualitative Disclosures about Market Risk ....................................29

Item 4.  Controls and Procedures........................................................................30

PART II. OTHER INFORMATION
--------------------------

Item 1.  Legal Proceedings..............................................................................31

Item 3.  Defaults upon Senior Securities................................................................33

Item 5.  Other Information..............................................................................34

Item 6.  Exhibits and Reports on Form 8-K ..............................................................34

SIGNATURES .............................................................................................35
----------

CERTIFICATIONS..........................................................................................36
--------------
</TABLE>


<PAGE>

                CCL Historical, Inc. (formerly CoreComm Limited)

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                          Condensed Consolidated Balance Sheets
                                                                                  September 30,           December 31,
                                                                                      2002                     2001
                                                                                ---------------------------------------
                                                                                  (Unaudited)              (See Note)

<S>                                                                             <C>                     <C>
Assets
Current assets:
  Cash and cash equivalents                                                     $       467,000         $       109,000
  Other                                                                                  20,000                  45,000
                                                                                ---------------------------------------
Total current assets                                                                    487,000                 154,000

Fixed assets, net                                                                        46,000                 146,000
Investment in ATX Communications                                                         61,000               3,863,000
Other, net of accumulated amortization of $80,000 (2002)
  and $2,251,000 (2001)                                                               2,245,000               8,260,000
                                                                                ---------------------------------------
                                                                                $     2,839,000         $    12,423,000
                                                                                =======================================

Liabilities and shareholders' deficiency
Current liabilities:
  Accounts payable                                                              $       918,000         $       959,000
  Accrued expenses                                                                      462,000                 419,000
  Due to NTL Incorporated                                                               209,000                 209,000
  Due to ATX Communications                                                           3,074,000              24,112,000
  Current portion of long-term debt                                                   4,358,000                       -
                                                                                ---------------------------------------
Total current liabilities                                                             9,021,000              25,699,000

Long-term debt, including $100,557,000 (2002) and $256,874,000
  (2001) due to ATX Communications                                                  100,557,000             261,624,000

Commitments and contingent liabilities

Shareholders' deficiency:
  Series preferred stock -- $.01 par value, authorized 5,000,000 shares:
  Series A, issued and outstanding none (2002) and 51,000
     (2001) shares                                                                           --                      --
  Series B, issued and outstanding none (2002) and 250,000 (2001)
     shares                                                                                  --                   3,000
  Series C, none issued or outstanding                                                       --                      --
     Common stock-- $.01 par value, authorized 600,000,000
         shares; issued and outstanding 141,655,000 shares                            1,417,000               1,417,000
  Additional paid-in capital                                                        978,531,000             787,434,000
  Deficit                                                                        (1,076,113,000)         (1,053,180,000)
                                                                                ---------------------------------------
                                                                                    (96,165,000)           (264,326,000)
  Treasury stock at cost, 1,329,000 shares                                          (10,574,000)            (10,574,000)
                                                                                ---------------------------------------
                                                                                   (106,739,000)           (274,900,000)
                                                                                ---------------------------------------
                                                                                $     2,839,000         $    12,423,000
                                                                                =======================================

Note: The balance sheet at December 31, 2001 has been derived from the audited balance sheet at that date.

See accompanying notes.

                                                           2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                      CCL Historical, Inc. (formerly CoreComm Limited)

                                      Condensed Consolidated Statements of Operations
                                                        (Unaudited)

                                                    Three Months Ended September 30,       Nine Months Ended September 30,
                                                         2002               2001               2002               2001
                                                    ----------------------------------------------------------------------

<S>                                                 <C>                <C>                <C>                <C>
Revenues                                            $     139,000      $  74,307,000      $     390,000      $ 220,487,000

Costs and expenses
Operating                                                       -         54,760,000                  -        175,942,000
Selling, general and administrative                        70,000         20,879,000            291,000         75,847,000
Corporate                                                       -          1,194,000                  -          6,714,000
Non-cash expenses                                               -          3,234,000                  -          9,702,000
Other charges                                                   -          3,910,000                  -         37,395,000
Asset impairments                                               -                  -                  -        167,599,000
Depreciation                                               33,000         11,006,000            100,000         34,652,000
Amortization                                                    -         20,784,000                  -         75,392,000
                                                    ----------------------------------------------------------------------
                                                          103,000        115,767,000            391,000        583,243,000
                                                    ----------------------------------------------------------------------
Operating income (loss)                                    36,000        (41,460,000)            (1,000)      (362,756,000)

Other income (expense)
Interest income and other, net                              5,000            570,000             24,000          2,026,000
Equity in net loss of ATX
  Communications, Inc.                                          -                  -         (3,142,000)                 -
Debt conversion charge                                 (8,300,000)                 -         (8,300,000)                 -
Interest expense                                       (3,050,000)       (13,353,000)       (14,372,000)       (35,422,000)
                                                    ----------------------------------------------------------------------
Loss before income taxes and extraordinary item       (11,309,000)       (54,243,000)       (25,791,000)      (396,152,000)
Income tax benefit                                         92,000             82,000             92,000            234,000
                                                    ----------------------------------------------------------------------
Loss before extraordinary item                        (11,217,000)     $ (54,161,000)       (25,699,000)      (395,918,000)
Gain from early extinguishment of debt                  2,766,000          2,216,000          2,766,000          2,216,000
                                                    ----------------------------------------------------------------------
Net loss                                            $  (8,451,000)     $ (51,945,000)     $ (22,933,000)     $(393,702,000)
                                                    ======================================================================


See accompanying notes.

                                                             3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                          CCL Historical, Inc. (formerly CoreComm Limited)

                                    Condensed Consolidated Statement of Shareholders' Deficiency
                                                             (Unaudited)

                                             Series A                   Series B
                                          Preferred Stock            Preferred Stock                  Common Stock
                                       ----------------------------------------------------------------------------------
                                           Shares     Par           Shares       Par             Shares           Par
                                       ------------------------------------------------------------------------------------
<S>                                       <C>       <C>            <C>        <C>             <C>            <C>
Balance, December 31, 2001                 51,000    $  -           250,000    $  3,000        141,655,000    $  1,417,000
Accreted dividends on
   preferred stock                              -       -                 -           -                  -               -
Conversion of 6% convertible
   subordinated notes                           -       -                 -           -        213,333,000       2,133,000
Conversion of interest payable
   on senior unsecured notes                    -       -                 -           -         41,254,000         413,000
Conversion of preferred stock             (51,000)      -          (250,000)     (3,000)        90,890,000         909,000
Non-cash compensation expense                   -                                     -                  -               -
Write off of preferred stock
   dividends payable                            -       -                 -           -                  -               -
Cancellation of common stock
   issued through conversion
   of securities                                -       -                 -           -       (345,477,000)     (3,455,000)
Net loss  for the  nine  months
   ended September 30, 2002                     -       -                 -           -                  -               -
                                       ------------------------------------------------------------------------------------
Balance, September 30, 2002                     -    $  -                 -     $     -        141,655,000    $  1,417,000
                                       ====================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                             Additional                                   Treasury Stock
                                              Paid-In                            --------------------------------
                                              Capital           Deficit              Shares           Amount
                                       --------------------------------------------------------------------------
<S>                                    <C>                <C>                     <C>           <C>
Balance, December 31, 2001              $   787,434,000    $(1,053,180,000)        (1,329,000)   $   (10,574,000)
Accreted dividends on
   preferred stock                           (9,050,000)                 -                  -                  -
Conversion of 6% convertible
   subordinated notes                       157,867,000                  -                  -                  -
Conversion of interest payable
   on senior unsecured notes                  3,044,000                  -                  -                  -
Conversion of preferred stock                  (906,000)                 -                  -                  -
Non-cash compensation expense                 8,300,000                  -                  -                  -
Write off of preferred stock
   dividends payable                         28,387,000                  -                  -                  -
Cancellation of common stock
   issued through conversion
   of securities                              3,455,000                  -                  -                  -
Net loss  for the  nine  months
   ended September 30, 2002                           -        (22,933,000)                 -                  -
                                       --------------------------------------------------------------------------
Balance, September 30, 2002             $   978,531,000    $(1,076,113,000)        (1,329,000)   $   (10,574,000)
                                       ==========================================================================
</TABLE>


                                       4

<PAGE>

                CCL Historical, Inc. (formerly CoreComm Limited)

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                     Nine Months Ended September 30,
                                                                        2002                2001
                                                                   --------------------------------

<S>                                                                <C>                 <C>
Net cash provided by (used in) operating activities                $    358,000        $(58,212,000)

Investing activities
Purchase of fixed assets                                                      -          (4,384,000)
Proceeds from sales of marketable securities                                  -           4,775,000
                                                                   --------------------------------
Net cash provided by investing activities                                     -             391,000

Financing activities
Proceeds from borrowing, net of financing costs                               -          88,679,000
Proceeds from exercise of stock options and warrants                          -               4,000
Principal payments                                                            -          (3,991,000)
Principal payments of capital lease obligations                               -          (5,720,000)
                                                                   --------------------------------
Net cash provided by financing activities                                     -          78,972,000
                                                                   --------------------------------
Increase in cash and cash equivalents                                   358,000          21,151,000
Cash and cash equivalents at beginning of period                        109,000          25,802,000
                                                                   --------------------------------
Cash and cash equivalents at end of period                         $    467,000        $ 46,953,000
                                                                   ================================

Supplemental disclosure of cash flow information
 Cash paid for interest                                            $          -        $ 15,465,000

Supplemental schedule of non-cash investing activities
 Liabilities incurred to acquire fixed assets                      $          -        $  6,450,000

Supplemental schedule of non-cash financing activities
 Common stock issued for dividend on preferred stock               $          -        $  1,875,000
 Common stock issued for interest on senior unsecured notes                   -           3,559,000
 Conversion of convertible notes                                    160,000,000          10,250,000
 Conversion of preferred stock                                            3,000                   -
 Conversion of interest payable on senior unsecured notes             3,457,000                   -
 Warrants issued in connection with financing                                 -           5,451,000

See accompanying notes.

                                                 5
</TABLE>

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 1.  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  pursuant  to the  rules  and  regulations  of  the  SEC.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating results for the three and nine months ended September 30, 2002 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2002. For further information,  refer to the consolidated financial
statements and footnotes  thereto  included in CCL Historical  Inc.'s  (formerly
CoreComm  Limited),  referred  to as the Company or CCL,  annual  report on Form
10-K/A for the year ended December 31, 2001.

Certain amounts have been reclassified to conform to the 2002 presentation.

On July 1, 2002, the Company and ATX  Communications,  Inc.  (formerly  CoreComm
Holdco,   Inc.),   referred  to  as  ATX   Communications,   completed  the  ATX
Communications  recapitalization,  and as a result the  Company  has no material
assets and is a wholly owned subsidiary of ATX Communications.

The Company owned 100% of the  outstanding  capital stock of ATX  Communications
until  the  consummation  of  transactions  as part  of the  ATX  Communications
recapitalization in December 2001. ATX Communications  provides integrated local
and  toll-related  telephone,  Internet and high-speed data services to business
and residential customers located principally in Pennsylvania, Ohio, New Jersey,
Michigan,   Wisconsin,   Maryland,   Illinois,  New  York,  Virginia,  Delaware,
Massachusetts, Washington, D.C. and Indiana.

Effective  with the  completion  of the  first  phase of the ATX  Communications
recapitalization  on December 28, 2001,  the Company  began  accounting  for its
ownership of approximately 13% of the outstanding  shares of ATX  Communications
using the equity method. The Company  consolidated ATX  Communications  prior to
that date.  This transition from  consolidation  to equity method  accounting is
referred to as the deconsolidation in the consolidated financial statements.  As
a  result  of  the   deconsolidation,   the  assets  and   liabilities   of  ATX
Communications are not included in the Company's  consolidated  balance sheet at
December 31, 2001. In addition,  the results of operations and cash flows of ATX
Communications,  which represented substantially all of the Company's operations
and cash flows,  are not  included in the  Company's  consolidated  statement of
operations and statement of cash flows beginning January 1, 2002.

The Company  has a liquidity  problem  that raises  substantial  doubt about its
ability to continue as a going  concern.  The Company  resolved a portion of its
liquidity   problem   through   the   completion   of  the  ATX   Communications
recapitalization,  however, the completed recapitalization left the Company with
little  or no  material  assets  so it  may  lack  the  resources  to  meet  its
outstanding debt obligations that are not currently held by ATX Communications.

                                       6

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 2.  ATX Communications Recapitalization

In April 2001,  the Company  completed a  reevaluation  of its business  plan in
light of market conditions and made significant  modifications to its plans. The
Company  streamlined  its  strategy  and  operations  to  focus  on its two most
successful   and   promising   lines  of  business.   The  first  is  integrated
communications products and other high bandwidth/data/web-oriented  services for
the business market. The second is bundled local telephony and Internet products
for the residential market, with a focus on using Internet  interfaces,  as well
as our call centers,  to  efficiently  sell, to install our products and service
our customers.

Also in April 2001, the Company commenced a process to potentially sell selected
assets and businesses  that are not directly  related to its  competitive  local
exchange carrier,  referred to as CLEC, business,  and retained advisors for the
purpose of  conducting  this sale. At the time,  the  Company's  CLEC assets and
businesses were ATX  Communications'  local and toll-related  telephone services
that compete with the incumbent local exchange carrier, referred to as ILEC, and
other carriers.

In  October  2001,  the  Company  and  ATX  Communications   commenced  the  ATX
Communications  recapitalization.  In the first phase of the ATX  Communications
recapitalization,  which was  completed  in December  2001,  the Company and ATX
Communications  entered  into  agreements  with  holders of  approximately  $600
million of  outstanding  indebtedness  and  preferred  stock whereby the holders
agreed,  among other  things,  to exchange  their debt and  preferred  stock for
approximately 87% of ATX Communications'  common stock. In addition, the holders
of the Company's 6% Convertible  Subordinated Notes due 2006 received the amount
of an October 1, 2001 interest payment of $4.8 million in the aggregate.

The following summarizes the indebtedness and preferred stock that was exchanged
for shares of ATX Communications common stock in December 2001:

<TABLE>
<CAPTION>
                                                                                           Principal Amount or
               Description                     Date Issued           Issuer              Stated Value when Issued
               -----------                     -----------           ------              ------------------------
<S>                                          <C>                <C>                          <C>
    10.75% Unsecured Convertible PIK                            ATX Communications
      Notes due 2011                         April 2001         and the Company               $10.0 million
    10.75% Senior Unsecured                                     ATX Communications
      Convertible PIK Notes Due 2010         December 2000      and the Company               $16.1 million
    Senior Unsecured Notes Due
      September 29, 2003                     September 2000     The Company                  $108.7 million
    6% Convertible Subordinated Notes
      Due 2006                               October 1999       The Company                   $175.0 million(1)
    Series A and Series A-1 Preferred
      Stock                                  September 2000     The Company                   $51.1 million
    Series B Preferred Stock                 September 2000     The Company                  $250.0 million

<FN>
(1) $164.75  million was  outstanding as of December 2001, of which $160 million
was exchanged.
</FN>
</TABLE>

Those  shareholders  and noteholders of the Company,  who exchanged their shares
and notes,  respectively,  received shares of common stock of ATX Communications
and no longer hold securities of the Company.

                                       7
<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 2.  ATX Communications Recapitalization (continued)

Following  the  completion  of  the  first  phase  of  the  ATX   Communications
recapitalization on December 28, 2001 (but prior to the completion of the second
phase on July 1, 2002),  approximately  87% of ATX  Communications'  outstanding
shares, or 26,056,806  shares,  were owned by the former holders of indebtedness
and preferred stock of the Company and ATX  Communications and approximately 13%
of ATX Communications  outstanding shares, or 3,943,248 shares, were held by the
Company.

As a result  of the  completion  of the  first  phase of the ATX  Communications
recapitalization,  ATX Communications  held $160 million principal amount of the
Company's  6%  Convertible  Subordinated  Notes due 2006,  approximately  $105.7
million  principal  amount of the Company's Senior Unsecured Notes due September
29, 2003,  approximately 51,000 shares of the Company's Series A preferred stock
and 250,000 shares of the Company's Series B preferred stock.

In  the  second   phase  of  the  ATX   Communications   recapitalization,   ATX
Communications  offered to all  holders of the  Company's  common  stock and all
remaining holders of the Company's 6% Convertible Subordinated Notes due 2006 to
exchange  shares of ATX  Communications  common  stock  for their  shares of the
Company's  common  stock  and  their  notes,  respectively.  ATX  Communications
completed the exchange  offer on July 1, 2002,  and issued  3,610,624  shares of
common stock to former  holders of the Company's  common stock and holders of 6%
Convertible  Subordinated Notes due 2006 of the Company.  Following the exchange
offer, ATX Communications  transferred the shares of the Company's stock that it
received in the exchange offer to a wholly-owned subsidiary.  ATX Communications
then merged this  subsidiary  into the Company,  with the Company  surviving the
merger as a wholly-owned subsidiary of ATX Communications.

The  Company  has  surrendered  to ATX  Communications  all of the shares of ATX
Communications  common stock the Company held at the  completion of the exchange
offers,  excluding  332,624  shares,  of which  39,678  shares are  reserved for
holders of the 6% Convertible  Subordinated Notes who did not participate in the
exchange  offer and 292,946  shares are  reserved  for holders of the  Company's
warrants.  In  exchange  for the  Company  surrendering  such  shares of the ATX
Communications  common stock, the Company and ATX Communications  have agreed to
waivers and  amendments  to delay the Company from having to make  payments with
respect to these  securities  through April 2003.  Also, as part of the exchange
agreement  between  ATX  Communications  and the  Company,  the due  date of the
Company's  Senior  Unsecured  Notes was extended  until  September  29, 2023. In
connection with the second phase of the ATX Communications recapitalization,  on
July 1, 2002 ATX Communications converted all of the 6% Convertible Subordinated
Notes due 2006 of the Company that it owned, all of the shares of Series A and B
preferred stock of the Company that it owned and $3,457,000 of accrued  interest
due from the Company into 345,477,000  shares of the Company's common stock. The
conversion  price  of  the  6%  Convertible   Subordinated  Notes  held  by  ATX
Communications  was reduced from $27.39 to $0.75 per share of CCL common  stock.
As a result,  the Company  recorded a non-cash charge of $8,300,000.  All of the
shares of the Company were tendered in the exchange offer, and subsequently, all
of the shares  received by the ATX  Communications  in the  exchange  offer were
cancelled.  ATX Communications  continues to hold  approximately  $105.7 million
principal amount of the Company's Senior Unsecured Notes.

                                       8

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 2.  ATX Communications Recapitalization (continued)

The Company may lack the  resources  to meet the  obligations  of the  remaining
$4.36 million principal amount of 6% Convertible Subordinated Notes that are not
held by ATX  Communications.  The Company  also remains a party liable under ATX
Communications'$156.1  million senior secured credit  facility,  has no right to
withdraw any  additional  money under that  facility,  and does not expect to be
able to raise additional financing in the foreseeable future.

In connection  with the ATX  Communications  recapitalization,  on July 2, 2002,
Nasdaq  transferred  the Company's  listing on the Nasdaq National Market to ATX
Communications.  The Company's common stock is no longer publicly traded.  There
is no market for the Company's common stock at this time.

Note 3.  Recent Accounting Pronouncements

In April 2002, the Financial  Accounting  Standards Board,  referred to as FASB,
issued  Statement of Financial  Accounting  Standards,  referred to as SFAS, No.
145,  "Rescission  of FASB  Statements  No.  4, 44,  and 64,  Amendment  of FASB
Statement  No. 13, and  Technical  Corrections,"  effective  for the  Company on
January 1, 2003. SFAS No. 145 rescinds FASB Statement No. 4, Reporting Gains and
Losses from  Extinguishment  of Debt, and an amendment of that  Statement,  FASB
Statement  No.  64,   Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund
Requirements.   This  Statement   also  amends  other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe  their  applicability  under changed  conditions.  The adoption of this
standard will require the Company to reclassify its gain from  extinguishment of
debt from extraordinary to continuing operations.

The following  table shows the Company's  loss before income taxes upon adoption
of SFAS No. 145:

<TABLE>
<CAPTION>
                                                   Three Months Ended                     Nine Months Ended
                                                      September 30,                         September 30,
                                                 2002               2001              2002                2001
                                            -------------      -------------      -------------      -------------

<S>                                         <C>                <C>                <C>                <C>
Loss before income taxes - as reported      $ (11,309,000)     $ (54,243,000)     $ (25,791,000)     $(396,152,000)
Gain from early extinguishments of debt         2,766,000          2,216,000          2,766,000          2,216,000
                                            -------------      -------------      -------------      -------------
Loss before income taxes - as adjusted      $  (8,543,000)     $ (52,027,000)     $ (23,025,000)     $(393,936,000)
                                            =============      =============      =============      =============
</TABLE>

The  adoption of SFAS No.145 will not change  reported net income for any period
presented.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of  Long-Lived  Assets,"  effective for the Company on January 1, 2002.
This  Statement  supercedes  SFAS No. 121,  "Accounting  for the  Impairment  of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and other related
accounting guidance. The adoption of this new standard had no significant effect
on the results of operations, financial condition or cash flows of the Company.

In June 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations,"  effective  for the  Company on January  1, 2003.  This  Statement
addresses financial accounting and reporting for obligations associated with the
retirement of tangible fixed assets and the associated asset  retirement  costs.
The Company is in the process of evaluating  the financial  statement  impact of
the adoption of SFAS No. 143.

                                       9

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 3.  Recent Accounting Pronouncements (continued)

In June 2001,  the FASB issued SFAS No. 141,  "Business  Combinations,"  and No.
142,  "Goodwill  and Other  Intangible  Assets."  SFAS No. 141 requires that the
purchase  method of accounting be used for all business  combinations  initiated
after  June  30,  2001.  Use of the  pooling-of-interests  method  is no  longer
permitted.  SFAS No. 141 also includes  guidance on the initial  recognition and
measurement  of  goodwill  and other  intangible  assets  acquired in a business
combination  that is  completed  after  June 30,  2001.  SFAS  No.  142 ends the
amortization of goodwill and indefinite-lived  intangible assets. Instead, these
assets must be reviewed  annually (or more frequently under certain  conditions)
for impairment in accordance  with this  statement.  This impairment test uses a
fair value approach rather than the undiscounted  cash flow approach  previously
required by SFAS No. 121,  "Accounting  for the Impairment of Long-Lived  Assets
and for Long-Lived  Assets to Be Disposed Of." The Company  adopted SFAS No. 142
on January 1, 2002. The adoption of this new standard had no significant  effect
on the results of operations, financial condition or cash flows of the Company.

Note 4.  Asset Impairments

At March 31, 2001, the Company reduced the carrying  amount of goodwill  related
to two of its acquisitions by $167,599,000.  In connection with the reevaluation
of its business plan and  commencement  of the process to  potentially  sell its
non-CLEC  assets and business  announced in April 2001, the Company was required
to report all long-lived  assets and identifiable  intangibles to be disposed of
at the lower of carrying  amount or estimated  fair value less cost to sell. The
carrying amount of goodwill related to these  acquisitions was eliminated before
reducing the carrying amounts of other assets. The estimated fair value of these
businesses was determined  based on information  provided by the investment bank
retained for the purpose of conducting this sale.

Note 5.  Investment in ATX Communications

Effective  with the  completion  of the  first  phase of the ATX  Communications
recapitalization  on December 28, 2001,  the Company  began  accounting  for its
ownership of approximately 13% of the outstanding  shares of ATX  Communications
using the equity method. The Company  consolidated ATX  Communications  prior to
that date. On July 1, 2002 the Company and ATX Communications  completed the ATX
Communications  recapitalization,  and as a result the  Company  has no material
assets and is a wholly owned subsidiary of ATX  Communications.  Upon completion
of the ATX Communications recapitalization, the Company began accounting for its
ownership of  approximately 1% of the outstanding  shares of ATX  Communications
using the cost method.

                                       10

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 5.  Investment in ATX Communications (continued)

Following is the Company's investment in ATX Communications:

<TABLE>
<S>                                                                            <C>
          Balance at December 31, 2001                                          $ 3,863,000
          Equity in net loss of ATX Communications for the six month period
            ended June 30, 2002                                                  (3,142,000)
          Exchange of 3,610,624 shares of ATX Communications common stock          (660,000)
                                                                                -----------

          Balance at September 30, 2002                                         $    61,000
                                                                                ===========
</TABLE>

Following is the condensed  financial  information of ATX  Communications  as of
September 30, 2002 and December 31, 2001 and for the three and nine months ended
September 30, 2002 and 2001:

                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                 September 30,     December 31,
                                                                     2002               2001
                                                                --------------------------------

<S>                                                             <C>                <C>
          Assets
          Current assets                                        $  60,730,000      $  61,556,000
          Fixed assets, net                                        69,168,000         86,722,000
          Intangible assets, net                                  162,662,000        153,086,000
          Other assets, net                                        12,532,000         15,256,000
                                                                --------------------------------
                                                                $ 305,092,000      $ 316,620,000
                                                                ================================

          Liabilities and shareholders' equity (deficiency)
          Current liabilities                                   $ 156,996,000      $ 145,350,000
          Long-term debt and capital lease obligations            162,837,000        160,487,000
          Shareholders' equity (deficiency)                       (14,741,000)        10,783,000
                                                                --------------------------------
                                                                $ 305,092,000      $ 316,620,000
                                                                ================================
</TABLE>


                                       11

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 5.  Investment in ATX Communications (continued)

                 Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                     Three Months Ended September 30,       Nine Months Ended September 30,
                                                        2002                 2001              2002                2001
                                                    ----------------------------------------------------------------------
<S>                                                 <C>                <C>                <C>                <C>
Revenues                                            $  73,422,000      $  74,172,000      $ 222,942,000      $ 220,109,000
Costs and expenses
Operating                                              47,927,000         54,760,000        144,723,000        175,942,000
Selling, general, and administrative                   18,512,000         20,907,000         61,049,000         75,021,000
Corporate                                               1,930,000            944,000          5,244,000          3,854,000
Non-cash expenses                                               -          3,234,000                  -          9,702,000
Recapitalization costs                                    373,000                  -          5,825,000                  -
Other charges                                                   -          3,910,000                  -         37,395,000
Asset impairments                                               -                  -                  -        167,599,000
Depreciation                                            8,895,000         10,972,000         26,916,000         34,551,000
Amortization                                               84,000         20,784,000            251,000         75,390,000
                                                    ----------------------------------------------------------------------
                                                       77,721,000        115,511,000        244,008,000        579,454,000
                                                    ----------------------------------------------------------------------
Operating loss                                         (4,299,000)       (41,339,000)       (21,066,000)      (359,345,000)

Other income (expense)
Interest income and other, net                            115,000            555,000            349,000          1,875,000
Interest expense                                       (4,503,000)        (6,943,000)       (12,143,000)       (18,467,000)
                                                    ----------------------------------------------------------------------
Loss before income taxes and extraordinary item        (8,687,000)       (47,727,000)       (32,860,000)      (375,937,000)
Income tax benefit                                         92,000                  -             92,000             33,000
                                                    ----------------------------------------------------------------------
Loss before extraordinary item                         (8,595,000)       (47,727,000)       (32,768,000)      (375,904,000)
Gain from early extinguishments of debt                         -          2,216,000                  -          2,216,000
                                                    ----------------------------------------------------------------------
Net loss                                            $  (8,595,000)     $ (45,511,000)     $ (32,768,000)     $(373,688,000)
                                                    ======================================================================
</TABLE>

Note 6.  Fixed Assets

Fixed assets consist of:

                                            September 30,   December 31,
                                                2002           2001
                                             ------------------------
                                            (Unaudited)

          Computer hardware and software     $ 386,000      $ 386,000
          Other equipment                       10,000         10,000
                                             ------------------------
                                               396,000        396,000
          Accumulated depreciation            (350,000)      (250,000)
                                             ------------------------
                                             $  46,000      $ 146,000
                                             ========================


                                       12

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 7.  Accrued Expenses

Accrued expenses consist of:

                                         September 30,  December 31,
                                              2002         2001
                                            ---------------------
                                          (Unaudited)
          Taxes, including income taxes     $201,000     $205,000
          Interest                           261,000      214,000
                                            ---------------------
                                            $462,000     $419,000
                                            =====================

Note 8.  Long-Term Debt

Long-term debt consists of:

<TABLE>
<CAPTION>
                                                                          September 30,      December 31,
                                                                              2002               2001
                                                                         --------------------------------
                                                                          (Unaudited)

<S>                                                                      <C>                <C>
          6% Convertible Subordinated Notes                              $   4,358,000      $ 164,750,000
          Senior Unsecured Notes Due 2023, less unamortized discount
            of $5,122,000 (2002) and $8,805,000 (2001)                     100,557,000         96,874,000
                                                                         --------------------------------
                                                                           104,915,000        261,624,000
          Less current portion                                              (4,358,000)                --
                                                                         --------------------------------
                                                                         $ 100,557,000      $ 261,624,000
                                                                         ================================
</TABLE>

The  interest  payments  that  were due  under the  outstanding  6%  Convertible
Subordinated  Notes on April 1 and  October  1,  2002 have not been made and the
Company is in default under these notes.

In  conjunction  with the closing of the  exchange  offers on July 1, 2002,  ATX
Communications  paid  approximately  $12,000 to exchange an additional  $392,000
aggregate  principal amount of the 6% Convertible  Subordinated Notes for shares
of its common stock.

At June 30, 2002, all of the Senior  Unsecured  Notes Due 2023 and  $160,000,000
aggregate principal amount of the 6% Convertible Subordinated Notes were held by
ATX   Communications.   On  July  1,  2002  ATX  Communications   converted  its
$160,000,000 aggregate principal amount of the 6% Convertible Subordinated Notes
into shares of the Company's common stock. ATX Communications  continues to hold
approximately  $105.7 million principal amount of the Company's Senior Unsecured
Notes.  As a result  of the  exchange  agreement  between  the  Company  and ATX
Communications,  all principal of the Company's  Senior  Unsecured  Notes is due
September  29, 2023,  allowing for no  prepayment,  and ATX  Communications  has
waived its right to interest through April 2003.

                                       13

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 9.  Related Party Transactions

The balance due to ATX  Communications  at September  30, 2002  includes  Senior
Unsecured  Notes Due 2023 interest  payable of $3,442,000,  net of other amounts
due from ATX Communications of $368,000.

Some of the officers and directors of the Company are also officers or directors
of NTL Incorporated,  referred to as NTL. In April 2001, ATX  Communications and
the Company as co-obligors issued to NTL $15 million aggregate  principal amount
of 10.75% Unsecured Convertible PIK Notes Due April 2011. At September 30, 2002,
and  December  31, 2001,  the total  amount of the notes  outstanding,  less the
unamortized discount of $337,000,  and $367,000,  respectively,  was $17,154,000
and $15,807,000, respectively.

NTL  provided  the  Company  with  management,  financial,  legal and  technical
services,  access to office space and  equipment  and use of  supplies.  Amounts
charged to the Company by NTL  consisted of salaries and direct costs  allocated
to the Company  where  identifiable,  and a  percentage  of the portion of NTL's
corporate  overhead,  which cannot be  specifically  allocated to NTL. It is not
practicable  to  determine  the amounts of these  expenses  that would have been
incurred had the Company operated as an unaffiliated  entity.  In the opinion of
management,  this allocation method is reasonable. For the three and nine months
ended  September  30,  2001,  NTL  charged the Company  $100,000  and  $340,000,
respectively,  which is included in corporate expenses.  NTL did not provide any
services to the Company during the nine months ended September 30, 2002.

Until  August,  2001,  the Company  provided NTL with access to office space and
equipment  and the use of  supplies.  It is not  practicable  to  determine  the
amounts of these expenses that would have been incurred had the Company operated
as an unaffiliated entity. In the opinion of management,  this allocation method
is  reasonable.  For the three and nine months ended  September  30,  2001,  the
Company charged NTL $233,000 and $340,000 respectively,  which reduced corporate
expenses.

The Company provided billing and software  development  services to subsidiaries
of NTL.  The Company  charged an amount in excess of its costs to provide  these
services.   General  and  administrative  expenses  were  reduced  $629,000  and
$1,428,000 for the three and nine months ended September 30, 2001, respectively,
as a result of these services.

In March  2000,  the  Company and NTL  announced  that they had entered  into an
agreement  to link the  networks  in order to create an  international  Internet
backbone,  which commenced  operations in February 2001. The Company  recognized
revenue of $255,000 for the network usage in the nine months ended September 30,
2001.

                                       14

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 10.  Other Charges

Other charges of  $3,910,000  and  $37,395,000  during the three and nine months
ended September 30, 2001, respectively, relate to the Company's announcements in
May and July 2001 that it was taking additional  actions to reorganize,  re-size
and reduce operating costs and create greater efficiency in various areas of the
Company.  These  costs were  related to the  termination  of  approximately  630
employees, of which, none were employed by the Company as of September 30, 2002.

Note 11.   Non-Cash Expenses

In April 2000, the  Compensation  and Option Committee of the Board of Directors
approved the issuance of options to purchase  approximately  2,747,000 shares of
the Company's common stock to various  employees at an exercise price of $14.55,
which was less than the fair market value of the  Company's  common stock on the
date of the grant. In accordance with APB Opinion No. 25,  "Accounting for Stock
Issued  to  Employees,"   in  April  2000,  the  Company   recorded  a  non-cash
compensation  expense of  approximately  $29.0  million and a non-cash  deferred
expense of approximately  $31.3 million.  From April 2000 to September 30, 2001,
$19.4  million of the  deferred  non-cash  compensation  was charged to expense,
including $3.2 and $9.7 million during the three and nine months ended September
30, 2001, respectively.  The remaining portion of deferred non-cash compensation
was charged to expense between October 1 and December 31, 2001

As of  September  30,  2002,  there  were  approximately  20.9  million  options
outstanding to purchase  shares of the Company's  common stock,  with an average
weighted exercise price of $4.80. If such options are exercised, the holder will
receive  common  stock  of  the  Company,  which  is  currently  a  wholly-owned
subsidiary of ATX Communications.

                                       15

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 12. Gain From Extinguishments of Debt

On July 1, 2002, in connection with the ATX Communications recapitalization, the
Company  recorded  an  extraordinary  gain on early  extinguishments  of debt of
$2,766,000 for the  elimination of $7,598,000 in debt and interest  obligations,
net of $4,832,000 in deferred financing costs and other related assets.

In September 2001, the Company and the holder of a $3,016,000  principal  amount
12.75% note payable for equipment agreed to a modification of the note such that
the  principal  amount  was  reduced  to  $800,000.   The  Company  recorded  an
extraordinary  gain on the early  extinguishments  of debt of $2,216,000 for the
difference between the $3,016,000 obligations and the $800,000 payment.

Note 13.  Commitments and Contingent Liabilities

Fiberstream,  Inc.  ("FiberCo"),  an indirect,  wholly-owned  subsidiary  of the
Company,  has an  obligation  under an agreement  with the City of New York (the
"City") to pay an annual franchise fee in the amount of the greater of (a) 5% of
gross revenue (as defined in the agreement) or (b) $200,000. Estimated quarterly
payments begin the earlier of (a) the date that FiberCo  completes  construction
of its  initial  backbone or (b)  November  2002.  Additionally,  FiberCo has an
obligation to provide  equipment,  cash or services to the City of New York with
an aggregate value of not more than $100,000 payable over 15 years. On September
12, 2002,  the United  States Court of Appeals for the Second  Circuit  issued a
decision  in TCG of New  York,  Inc.  v.  City  of  White  Plains  finding  that
municipalities  cannot impose fees or other  requirements  on competitive  local
exchange carriers while exempting the traditional incumbent telephone companies.
Fiberco has initiated  discussions with the City about terminating the franchise
and parties' respective rights and obligations under the Agreement.  At present,
the parties are in the initial  phase of their  discussions  and Fiberco  cannot
predict how or when the matter will be resolved.

Prior to  completion of the  recapitalization  the Company  purchased  goods and
services through its operating subsidiaries from a wide variety of vendors under
contractual and other arrangements that sometimes gave rise to litigation in the
ordinary  course of business.  Through its operating  subsidiaries,  the Company
also provided  goods and to a wide range of customers  under  arrangements  that
sometimes gave rise to disputes over payment, performance and other obligations.
Some of these disputes,  regardless of their merit, could subject the Company to
costly   litigation  and  the  diversion  of  its  technical  and/or  management
personnel.  Additionally,  any liability from  litigation that is not covered by
the Company's  insurance or exceeds its coverage  could have a material  adverse
effect on its business, financial condition and/or operating results. Currently,
the Company (and/or its  subsidiaries)  has the following  outstanding  matters,
which,  if resolved  unfavorably,  could have a material  adverse  effect on the
Company's business, financial condition and/or results of operations:

o    CoreComm  Newco,  Inc.,  an indirect,  wholly owned  subsidiary  of the ATX
     Communications,  is currently in litigation with Ameritech Ohio, a supplier
     from whom it purchases  telecommunications  products and services, over the
     adequacy of Ameritech's  performance under a 1998 contract between CoreComm
     Newco and Ameritech, and related issues. This litigation began in June 2001
     when Ameritech  threatened to stop processing new orders following CoreComm
     Newco's  exercise of its right under the contract to withhold  payments for
     Ameritech's  performance  failures.  In response to this  threat,  CoreComm
     Newco sought and received an order from an official of the Public Utilities
     Commission of Ohio barring  Ameritech from refusing to process new CoreComm
     Newco  service  orders.  Ameritech  has appealed that order to the PUCO and
     that appeal is still pending.

                                       16

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 13.  Commitments and Contingent Liabilities (continued)

     On July 5, 2001, Ameritech filed a claim with the PUCO seeking payment from
     CoreComm  Newco  of  approximately  $8,600,000  allegedly  owed  under  the
     contract.  On  August  8,  2001,  Ameritech  filed a second  claim  against
     CoreComm  Newco in Ohio state court,  seeking an  additional  approximately
     $4,300,000 in allegedly  improperly  withheld amounts.  On August 28, 2001,
     CoreComm  Newco  exercised its right to remove the state court claim to the
     United States  District  Court for the Northern  District of Ohio,  and the
     parties then stipulated to a consolidation of both of Ameritech's claims in
     the United States District Court. To consolidate the two claims, on October
     9, 2001, Ameritech filed an amended complaint in the United States District
     Court, seeking a total of approximately $14,400,000.

     On  December  26,  2001,  CoreComm  Newco  filed its answer to  Ameritech's
     amended  complaint and  simultaneously  filed three  counterclaims  against
     Ameritech  and  some  of  its  affiliates,  alleging  breach  of  contract,
     antitrust  violations,  and fraudulent or negligent  misrepresentation.  In
     lieu of filing an answer to CoreComm Newco's counterclaims, Ameritech filed
     a series of motions on March 25, 2002,  asking the Court to dismiss several
     of CoreComm Newco's counterclaims.  On April 17, 2002, CoreComm Newco filed
     its opposition to Ameritech's requests for dismissal. On July 25, 2002, the
     district court issued a decision denying  Ameritech's motion to dismiss and
     upholding  CoreComm Newco's right to proceed with its antitrust,  breach of
     contract and misrepresentation claims against all counter-defendants.

     The  Company  believes  that  CoreComm  Newco has  meritorious  defenses to
     Ameritech's amended complaint,  and that the amount currently in dispute is
     substantially  less than the $14.4 million  claimed in Ameritech's  amended
     complaint.  For example, the figure specified in Ameritech's complaint does
     not  account  for (a) more than $4.1  million  in  refunds  that  Ameritech
     contends it has already  credited to CoreComm  Newco's  accounts  since the
     filing its complaint,  and (b) payments that were made by CoreComm Newco in
     the ordinary course after the time of Ameritech's submission.  However, the
     Company  cannot be certain  how or when the matter  will be  resolved.  The
     Company also believes that, to the extent  Ameritech  prevails with respect
     to any of its claims,  Ameritech's  award may be offset in whole or in part
     by amounts that CoreComm  Newco is seeking to obtain from  Ameritech  under
     its counterclaims.  CoreComm Newco intends to pursue all available remedies
     and to defend itself vigorously.  However, it is impossible at this time to
     predict the outcome of the litigation.

o    On December 3, 2001,  General  Electric Capital Corp. filed a civil lawsuit
     in the  Circuit  Court of Cook  County,  Illinois  against  the Company and
     MegsINet,  Inc.,  an indirect  subsidiary  of ATX  Communications,  seeking
     approximately  $8 million in  allegedly  past due amounts and the return of
     equipment  under a capital  equipment  lease  agreement  between Ascend and
     MegsINet.  GECC is seeking  all amounts  allegedly  owed under the lease as
     well as repossession of the equipment. On February 19, 2002, the defendants
     filed a motion to  dismiss  several of GECC's  claims.  In  response,  GECC
     withdrew  its  original  complaint  and on May 1,  2002  filed  an  amended
     complaint naming ATX Communications as an additional defendant.  On June 5,
     2002,  defendants filed a motion to dismiss and/or stay  plaintiff's  civil
     complaint,  plaintiffs  filed a reply and the court is scheduled to issue a
     ruling on defendants' motion on or about November 23, 2002.

                                       17

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 13.  Commitments and Contingent Liabilities (continued)

     Concurrently,  on April 12,  2002,  GECC  filed a second  complaint  in the
     Circuit  Court  of Cook  County,  Illinois  against  MegsINet,  CCL and the
     Company  seeking a court  order  allowing  it to take  repossession  of its
     alleged  equipment.  On  September  24,  2002,  the  Court  issued an order
     granting  GECC's request for  repossession of the equipment and MegsINet is
     complying with the Court's order by allowing GECC to take possession of the
     equipment, which has not and is not expected to have any material impact on
     ATX  Communications'  business or operations.  The civil action between the
     parties is currently in the discovery  phase.  Defendants  intend to defend
     themselves  vigorously  and to pursue all  available  claims and  defenses.
     However,  it is  impossible  at this time to  predict  the  outcome  of the
     litigation.

o    On May 25, 2001, KMC Telecom,  Inc. and some of its operating  subsidiaries
     filed an  action  in the  Supreme  Court  of New  York for New York  County
     against the Company, Cellular Communications of Puerto Rico, Inc., CoreComm
     New York, Inc. and MegsINet. On that same date, KMC filed the same cause of
     action in the Circuit Court of Cook County,  IL. Upon defendant's Motion to
     Stay the New York action, KMC voluntarily dismissed the Illinois litigation
     and the matter is currently proceeding in New York. KMC contends that it is
     owed  approximately  $2  million,  primarily  in respect  of alleged  early
     termination  liabilities,  under a  services  agreement  and a  co-location
     agreement with MegsINet.  The defendants  have denied KMC's claims and have
     asserted   that  the  contracts  at  issue  were  signed   without   proper
     authorization,  that KMC failed to perform under the alleged contracts, and
     that the  termination  penalties are not  enforceable.  The defendants have
     served discovery and intend to defend  themselves in coordination  with one
     of their insurance  carriers.  On March 27, 2002, certain of the defendants
     initiated  litigation against several former principals of MegsINet seeking
     indemnification and contribution against KMC's claims.

o    On June 7, 2002,  the Board of Revenue and Finance of the  Commonwealth  of
     Pennsylvania  issued  an order  granting  in part and  denying  in part the
     Company's  petition  for  review of a  decision  by a lower  administrative
     authority relating to the Company's alleged liability for sales and use tax
     for the period  September 1, 1997  through  July 31, 2000.  Pursuant to the
     June 7 order,  the  Company  has been  assessed  sales  and use tax for the
     period at issue in the amount of  $631,429.  On July 8, 2002,  the  Company
     filed a petition for review of the board's order in the Commonwealth  Court
     of Pennsylvania seeking a further reduction of the assessment.  The Company
     believes that it has meritorious defenses and that the assessment should be
     reduced;  however it is not  possible  to predict  how this  matter will be
     resolved.


                                       18

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 13.  Commitments and Contingent Liabilities (continued)

o    Fiberstream,  Inc.,  a  direct  subsidiary  of the  Company,  has  been  in
     communications  with Metromedia Fiber Networks,  Inc.,  referred to as MFN,
     regarding a dispute  between the parties  under a General  Agreement  dated
     September  29,  2000 and a  related  Product  Order of the same  date.  The
     dispute centers around the accuracy of certain statements that were made by
     MFN  concerning the nature of its network at the time of  contracting,  the
     timeliness of the  installation of the circuits by MFN under the agreement,
     and Fiberstream's  obligation, if any, to make payments in respect of those
     circuits.  MFN has indicated  that unless payment is made for the circuits,
     it may initiate  arbitration under the agreement and seek early termination
     penalties in excess of approximately $1.1 million. Fiberstream has rejected
     MFN's  demands and has advised that it will defend  itself  vigorously  and
     pursue  all  available  counterclaims,   including  claims  for  fraudulent
     inducement  relating to the  execution of the contract and damages  arising
     from MFN's alleged failure to perform under the contract.  The parties have
     discussed the prospect of settling their  respective  claims without resort
     to litigation and but no resolution of the matter has yet been achieved.

o    On May 23, 2002,  Robert and Donald  Novelle filed an action in the Circuit
     Court of Cook  County,  Illinios  against the Company  and  MegsINet,  Inc.
     seeking  approximately  $473,442 in connection  with an alleged breach of a
     commercial  real  estate  lease  between  defendants  and  MegsiNet,   Inc.
     Defendants  are  currently  investigating  the  matter and intend to defend
     themselves vigorously and pursue all available remedies and counterclaims.

o    On July 19, 2002, Steelcase Financial Services, Inc filed an action against
     the Company and Voyager Information Networks,  Inc. alleging that Steelcase
     is owed  approximately  $363,646  relating to the lease of office equipment
     under an alleged  lease  between  Voyager and Steelcase and seeking to take
     repossession of the equipment.  Defendants are investigating the matter and
     intend to defend  themselves  vigorously and pursue all available  remedies
     and counterclaims.  The parties have discussed the prospect of settling the
     matter  voluntarily  without  resort  to  additional  litigation  and those
     conversations are ongoing.

                                       19

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

Item 2.       Management's Discussion and Analysis of Results of Operations
              and Financial Condition.

Liquidity and Capital Resources

On  July  1,  2002,  the  Company  and  ATX  Communications  completed  the  ATX
Communications  recapitalization,  and as a result the  Company  has no material
assets  and  is  a  wholly  owned   subsidiary   of  ATX   Communications.   ATX
Communications  owns  substantially  all of the  business  operations,  which we
formerly owned indirectly through ATX Communications. However, we remain a party
liable under the $156.1 million senior secured credit facility and have no right
to withdraw  any  additional  money under that  facility.  Additionally,  we are
co-obligors with ATX  Communications  for its 10.75%  Unsecured  Convertible PIK
Notes  due  April  2011 of  $17,491,000,  including  accrued  PIK  interest.  In
addition,  as of September 30, 2002, we had  obligations of  approximately  $106
million  of  debt  securities  held by ATX  Communications,  the  $4.36  million
principal amount of 6% Convertible  Subordinated  Notes that are not held by ATX
Communications,  and other liabilities.  In addition,  the senior secured credit
facility  does not allow ATX  Communications  to pay any dividends or distribute
assets to us. We do not  contemplate  raising any  additional  financing  in the
foreseeable future. As a result of these financial conditions, we currently lack
the resources to meet our obligations as they become due.

Our  auditors  included a going  concern  explanatory  paragraph  in their audit
report for the year ended  December  31, 2001,  which states that our  liquidity
conditions  raise  substantial  doubt  about our  ability to continue as a going
concern.

We  have   surrendered  to  ATX   Communications   all  of  the  shares  of  ATX
Communications  common stock we held at the  completion of the exchange  offers,
excluding 332,624 shares, of which 39,678 shares are reserved for holders of the
6% Convertible  Subordinated Notes who did not participate in the exchange offer
and  292,946  shares  are  reserved  for  holders  of  the  Company's  warrants.
Therefore,  we own little or no material assets, since ATX Communications common
stock was our only material asset. In exchange for  surrendering  such shares of
common stock, ATX Communications and us have agreed to waivers and amendments to
delay us from having to make payments with respect to these  securities  through
April 2003.

In connection with the ATX Communications recapitalization, on July 1, 2002, ATX
Communications  converted all of our 6% Convertible  Subordinated Notes due 2006
that it owned,  all of the shares of our Series A and B preferred  stock that it
owned and 3,457,000 of accrued due from us into 345,477,000 shares of our common
stock.   All  of  the  our  shares  were  tendered  in  the  tender  offer,  and
subsequently,  all of the shares received by ATX  Communications in the exchange
offer were cancelled.  ATX Communications continues to hold approximately $105.7
million principal amount of our Senior Unsecured Notes.

Our  shareholders  and  noteholders,  who  exchanged  their  shares  and  notes,
respectively,  received  shares of ATX  Communications  and no  longer  hold our
securities.

                                       20

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

We lack the resources to meet the  obligations of the remaining $4.36 million in
principal  amount of 6%  Convertible  Subordinated  Notes that are not currently
held by ATX  Communications.  We did not pay any interest that was due on the 6%
Convertible  Subordinated  Notes on October 1, 2001 until December 2001 at which
time we paid  such  interest  to the  parties  that  entered  into  public  note
agreements  in  connection  with  the  first  phase  of the  ATX  Communications
recapitalization.  On March 28,  2002,  the  October 1, 2001  interest  payment,
together  with  interest  accrued  thereon,  was paid on the  $4.75  million  in
principal amount of 6% Convertible  Subordinated  Notes that did not receive the
October 1, 2001 interest  payment in December  2001.  The April 1 and October 1,
2002 interest  payments on the 6%  Convertible  Subordinated  Notes have not yet
been  paid  and we are in  default  under  those  notes.  On July 1,  2002,  ATX
Communications  paid  approximately  $12,000 to exchange an additional  $392,000
aggregate  principal amount of the 6% Convertible  Subordinated Notes for shares
of its common stock.

In connection  with the ATX  Communications  recapitalization,  on July 2, 2002,
Nasdaq  transferred  the Company's  listing on the Nasdaq National Market to ATX
Communications.  Our  common  stock is no longer  publicly  traded.  There is no
market for our common stock at this time.

On January 22, 2002,  the  Securities  and  Exchange  Commission  issued  FR-61,
Commission  Statement  about  Management's  Discussion and Analysis of Financial
Condition and Results of Operations. The release sets forth certain views of the
Securities  and  Exchange  Commission   regarding   disclosure  that  should  be
considered  by   registrants.   Our   contractual   obligations  and  commercial
commitments  are  summarized  below and are fully  disclosed in the Notes to the
Financial Statements.

The  following  table  includes  aggregate  information  about  our  contractual
obligations as of September 30, 2002 and the periods in which payments are due:

<TABLE>
<CAPTION>
                                                                     Payments Due by Period
Contractual                                               Less than 1             1-3              4-5       After 5
Obligations                         Total                     Year               Years            Years       Years
-----------------------------------------------------------------------------------------------------------------------
                                                      (in thousands)

<S>                                <C>                        <C>               <C>             <C>        <C>
Long-Term Debt (1)                 $110,037                   $4,358               -               -        $105,679

Capital Lease
   Obligations                       None                      -                   -               -               -

Operating Leases                     None                      -                   -               -               -

Unconditional
   Purchase                          None                      -                   -               -               -
Obligations

Other Long-Term
   Obligations                       None                      -                   -               -               -

                                   ------------------------------------------------------------------------------------
Total Contractual
   Cash Obligations                 $110,037                  $ 4,358              -               -        $105,679
                                   ====================================================================================
</TABLE>


                                       21

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

The  following  table  includes  aggregate   information  about  our  commercial
commitments as of September 30, 2002.  Commercial  commitments are items that we
could be obligated to pay in the future. They are not required to be included in
the condensed consolidated balance sheet.

<TABLE>
<CAPTION>
                                                                            Amount of Commitment
                                                                           Expiration Per Period

    Other Commercial        Total Amounts         Less than 1            1 - 3               4 - 5              Over 5
       Commitments            Committed              year                years               years              years
--------------------------------------------------------------------------------------------------------------------------
                                                  (in thousands)
<S>                          <C>                     <C>                <C>                 <C>                <C>
Guarantees (2)               $173,591                $   -              $23,400             $93,600            $56,591
Lines of Credit                  None                    -                    -                   -                  -

Standby Letters of
Credit                            785                  785                    -                   -                  -

Standby Repurchase
Obligations                      None                    -                    -                   -                  -

Other Commercial
Commitments (3)                  None                    -                    -                   -                  -
                           ------------------------------------------------------------------------------------------------
Total Commercial
Commitments                   $174,376               $ 785              $23,400             $93,600            $56,591
                           ================================================================================================
</TABLE>


(1)  Principal  amount  at July 1, 2002 of  $4,358,000  million  6%  Convertible
     Subordinated  Note  is  current  due  to  a  default  on  interest  payment
     consistent with debt agreement and $105,679,000  principal amount of Senior
     Unsecured Notes due September 29, 2023.
(2)  Guarantees  include ATX  Communications'  senior secured credit facility of
     $156,100,000,   which  is   unconditionally   guaranteed   by  us  and  ATX
     Communications,  and ATX Communications'  10.75% Unsecured  Convertible PIK
     Notes due April 2011 of  $17,491,000  including  accrued PIK  interest  for
     which ATX Communications and us are co-obligors.
(3)  Fiberstream Inc.'s obligations to the City of New York have been excluded.

Condensed Consolidated Statements of Cash Flows

For the nine months  ended  September  30,  2002,  cash  provided  by  operating
activities was $358,000,  which consisted  primarily of proceeds received from a
note receivable on behalf of ATX Communications.  We have limited operations and
do not expect to generate any significant cash from operations in the future.

For the nine months ended September 30, 2002, we did not have any cash flow from
investing  activities.  Our operations did not require any capital  expenditures
during  the nine  months  ended  September  30,  2002.  No  significant  capital
expenditures are anticipated in the future.

For the nine months ended September 30, 2002, we did not have any cash flow from
financing activities.  We do not contemplate raising any additional financing in
the foreseeable future.

For the nine  months  ended  September  30,  2001 we had a cash flow  deficit of
$2,789,000, excluding ATX Communications' cash flow.

                                       22

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

Results of Operations

The first phase of the ATX  Communications  recapitalization  was  completed  on
December 28, 2001.  As a result of the  completion of the first phase of the ATX
Communications  recapitalization,  our only material  asset was our ownership of
approximately  13% of the outstanding  capital stock of ATX  Communications.  On
July 1, 2002 the Company and ATX Communications completed the ATX Communications
recapitalization,  and as a result the Company  has no material  assets and is a
wholly owned  subsidiary of ATX  Communications.  Our operating  results for the
nine  months  ended   September   30,  2001  include  the   operations   of  ATX
Communications.  For the six months ended June 30, 2002, we accounted for all of
ATX  Communications  operations using the equity method.  Upon completion of the
ATX  Communications  recapitalization,  we began  accounting  for our  remaining
ownership of  approximately 1% of the outstanding  shares of ATX  Communications
using the cost method. We do not have any significant operations of our own.

Three Months Ended September 30, 2002 and 2001

The following table includes the condensed  consolidated statement of operations
for the  three  months  ended  September  30,  2001 for ATX  Communications  and
Subsidiaries as reported in their quarterly financial  statements,  CCL with the
operations of ATX  Communications  deconsolidated  and CCL and  Subsidiaries  as
reported in our quarterly financial statements.


<TABLE>
<CAPTION>
                                                        ATX Communications     CCL without ATX            CCL and
                                                         and Subsidiaries       Communications          Subsidiaries
                                                       ---------------------------------------------------------------

<S>                                                        <C>                 <C>                   <C>
     Revenues                                              $   74,172,000      $       135,000       $     74,307,000

     Costs and expenses
     Operating                                                 54,760,000                   -              54,760,000
     Selling, general and administrative                       20,907,000              (28,000)            20,879,000
     Corporate                                                    944,000              250,000              1,194,000
     Non-cash compensation                                      3,234,000                   -               3,234,000
     Other charges                                              3,910,000                   -               3,910,000
     Depreciation                                              10,972,000              34,000              11,006,000
     Amortization                                              20,784,000                   -              20,784,000
                                                       ---------------------------------------------------------------
                                                              115,511,000              256,000            115,767,000
                                                       ---------------------------------------------------------------
     Operating loss                                          (41,339,000)             (121,000)           (41,460,000)

     Other income (expense)
     Interest income and other, net                               555,000               15,000                570,000
     Interest expense                                          (6,943,000)          (6,410,000)           (13,353,000)
                                                       ---------------------------------------------------------------
     Loss before income taxes and extraordinary item
                                                              (47,727,000)          (6,516,000)           (54,243,000)
     Income tax benefit                                               -                 82,000                 82,000
                                                       ---------------------------------------------------------------
     Net loss before extraordinary item                       (47,727,000)          (6,434,000)           (54,161,000)
     Gain from early extinguishments of debt                    2,216,000                    -               2,216,000
                                                       ---------------------------------------------------------------
     Net loss                                             $   (45,511,000)      $   (6,434,000)      $    (51,945,000)
                                                       ===============================================================
</TABLE>

                                       23

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

As the previous table  indicates,  the changes between our results for the three
months ended September 30, 2002 and 2001 primarily relate to the deconsolidation
of ATX  Communications  operations on December 28, 2001.  All other  significant
changes  between our operating  results for the three months ended September 30,
2002 and our operating results (excluding ATX Communications operations) for the
three months ended September 30, 2001 are discussed herein.

One of our subsidiaries  provides information  technology consulting and billing
services to an unaffiliated  wireless  company.  Revenues  increased to $139,000
from  $135,000  as a result of an increase  in these  services  during the three
months ended September 30, 2002.

Selling, general and administrative expenses increased to $70,000 from ($28,000)
primarily as a result of a reduction of certain accrued legal liabilities during
the three months ended September 30, 2001.

Corporate  expenses  included the costs of our officers and corporate staff, the
costs of  operating  the  corporate  office  and costs  incurred  for  strategic
planning and evaluation of business  opportunities.  In 2002, ATX Communications
incurs all corporate  expenses other than those  directly  related to us. We did
not incur any  corporate  expenses  during the three months ended  September 30,
2002.

Interest income and other, net, decreased to $5,000 from $15,000, primarily as a
result of declining cash balances.

In connection with the second phase of the ATX Communications  recapitalization,
the  conversion  price  of the 6%  Convertible  Subordinated  Notes  held by ATX
Communications  was reduced from $27.39 to $0.75 per share of CCL common  stock.
As a result, we recorded a non-cash charge of $8,300,000.

Interest  expense  of  $3,050,000  and  $6,410,000  for the three  months  ended
September 30, 2002 and 2001,  respectively,  was related to interest  accrued on
our 6% Convertible Subordinated Notes and our Senior Unsecured Notes Due 2003.

The  income tax  benefit  of $92,000  and  $82,000  for the three  months  ended
September  30, 2002 and 2001,  respectively,  was for state and local income tax
refunds.

On July 1, 2002, in connection with the ATX Communications recapitalization,  we
recorded an extraordinary  gain on early  extinguishments  of debt of $2,766,000
for the  elimination  of  $7,598,000  in debt and  interest  obligations  net of
$4,832,000 in deferred financing costs and other related assets.

                                       24

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

Nine Months Ended September 30, 2002 and 2001

The following table includes the condensed  consolidated statement of operations
for the  nine  months  ended  September  30,  2001  for ATX  Communications  and
Subsidiaries as reported in their quarterly financial  statements,  CCL with the
operations of ATX  Communications  deconsolidated  and CCL and  Subsidiaries  as
reported in our quarterly financial statements.

<TABLE>
<CAPTION>
                                                  ATX Communications     CCL without ATX             CCL and
                                                   and Subsidiaries       Communications          Subsidiaries
                                                 ----------------------------------------------------------------

<S>                                                 <C>                     <C>                  <C>
      Revenues                                      $   220,109,000         $    378,000         $   220,487,000

      Costs and expenses
      Operating                                         175,942,000                   -              175,942,000
      Selling, general and administrative                75,021,000              826,000              75,847,000
      Corporate                                           3,854,000            2,860,000               6,714,000
      Non-cash compensation                               9,702,000                   -                9,702,000
      Other charges                                      37,395,000                   -               37,395,000
      Asset impairments                                 167,599,000                   -              167,599,000
      Depreciation                                       34,551,000              101,000              34,652,000
      Amortization                                       75,390,000                2,000              75,392,000
                                                 ----------------------------------------------------------------
                                                        579,454,000            3,789,000             583,243,000
                                                 ----------------------------------------------------------------
      Operating loss                                   (359,345,000)          (3,411,000)           (362,756,000)

      Other income (expense)
      Interest income and other, net                      1,875,000              151,000               2,026,000
      Interest expense                                  (18,467,000)         (16,955,000)            (35,422,000)
                                                 ----------------------------------------------------------------
      Loss before income taxes and                     (375,937,000)         (20,215,000)           (396,152,000)
         extraordinary item
      Income tax benefit                                     33,000              201,000                 234,000
                                                 ----------------------------------------------------------------
      Loss before extraordinary item                   (375,904,000)         (20,014,000)           (395,918,000)
      Gain from extinguishments of dept                   2,216,000                    -               2,216,000
                                                 ----------------------------------------------------------------
      Net loss                                      $  (373,688,000)     $   (20,014,000)        $  (393,702,000)
                                                 ================================================================
</TABLE>

As the table above indicates,  the changes between our results of operations for
the nine  months  ended  September  30,  2002 and 2001  primarily  relate to the
deconsolidation of ATX Communications operations on December 28, 2001. All other
significant  changes  between our  operating  results for the nine months  ended
September  30, 2002 and our  operating  results  (excluding  ATX  Communications
operations) for the nine months ended September 30, 2001 are discussed herein.

One of our subsidiaries  provides information  technology consulting and billing
services to an unaffiliated  wireless  company.  Revenues  increased to $390,000
from  $378,000  as a result of an  increase  in these  services  during the nine
months ended September 30, 2002.

Selling, general and administrative expenses decreased to $291,000 from $826,000
primarily  due to the  elimination  of costs  associated  with the  reduction of
Fiberstream's  operations as a result of the  modifications to our business plan
in April  2001.  During  the nine  months  ended  September  30,  2002 and 2001,
selling,  general and  administrative  expenses  included  $28,000 and  $447,000
respectively, from Fiberstream.

                                       25

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

Corporate  expenses  included the costs of our officers and corporate staff, the
costs of  operating  the  corporate  office  and costs  incurred  for  strategic
planning and evaluation of business  opportunities.  In 2002, ATX Communications
incurs all corporate  expenses other than those  directly  related to us. We did
not incur any  corporate  expenses  during the nine months ended  September  30,
2002. During the nine months ended September 30, 2001, a significant  portion of
our corporate expense of $2,860,000 was due to our financing related activities.

Interest income and other,  net,  decreased to $24,000 from $151,000 as a result
of declining cash balances.

In connection with the second phase of the ATX Communications  recapitalization,
the  conversion  price  of the 6%  Convertible  Subordinated  Notes  held by ATX
Communications  was reduced from $27.39 to $0.75 per share of CCL common  stock.
As a result, we recorded a non-cash compensation expense of $8,300,000.

Interest  expense of  $14,372,000  and  $16,955,000  for the nine  months  ended
September 30, 2002 and 2001,  respectively,  was related to interest  accrued on
our 6% Convertible Subordinated Notes and our Senior Unsecured Notes Due 2003.

The  income tax  benefit  of $92,000  and  $201,000  for the nine  months  ended
September  30, 2002 and 2001,  respectively,  was for state and local income tax
refunds.

On July 1, 2002, in connection with the ATX Communications recapitalization,  we
recorded an extraordinary  gain on early  extinguishments  of debt of $2,766,000
for the  elimination  of  $7,598,000  in debt and  interest  obligations  net of
$4,832,000 in deferred financing costs and other related assets.

Recent Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections,"
effective  for the  Company on January 1, 2003.  This  Statement  rescinds  FASB
Statement No. 4, Reporting Gains and Losses from  Extinguishment of Debt, and an
amendment of that Statement, FASB Statement No. 64, Extinguishments of Debt Made
to Satisfy Sinking-Fund Requirements.  This Statement also amends other existing
authoritative  pronouncements  to make various  technical  corrections,  clarify
meanings, or describe their applicability under changed conditions. The adoption
of  this  standard  will  require  the  Company  to  reclassify  its  gain  from
extinguishment of debt from extraordinary to continuing operations.

The following  table shows the Company's  loss before income taxes upon adoption
of SFAS No. 145:

<TABLE>
<CAPTION>
                                                    Three Months Ended                    Nine Months Ended
                                                      September 30,                          September 30,
                                                 2002               2001               2002               2001
                                            ----------------------------------------------------------------------

<S>                                         <C>                <C>                <C>                <C>
Loss before income taxes - as reported      $ (11,309,000)     $ (54,243,000)     $ (25,791,000)     $(396,152,000)
Gain from early extinguishments of debt         2,766,000          2,216,000          2,766,000          2,216,000
                                            ----------------------------------------------------------------------
Loss before income taxes - as adjusted      $  (8,543,000)     $ (52,027,000)     $ (23,025,000)     $(393,936,000)
                                            ======================================================================
</TABLE>

The  adoption of SFAS No.145 will not change  reported net income for any period
presented.

                                       26

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets,"  effective  for us on January  1, 2002.  This
Statement  supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" and other related accounting
guidance.  The adoption of this new standard  had no  significant  effect on our
results of operations, financial condition or cash flows.

In June 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations,"  effective  for us on January 1, 2003.  This  Statement  addresses
financial   accounting  and  reporting  for  obligations   associated  with  the
retirement of tangible fixed assets and the associated asset  retirement  costs.
We are in the  process  of  evaluating  the  financial  statement  impact of the
adoption of SFAS No. 143.

In June 2001,  the FASB issued SFAS No. 141,  "Business  Combinations,"  and No.
142,  "Goodwill  and Other  Intangible  Assets."  SFAS No. 141 requires that the
purchase  method of accounting be used for all business  combinations  initiated
after  June  30,  2001.  Use of the  pooling-of-interests  method  is no  longer
permitted.  SFAS No. 141 also includes  guidance on the initial  recognition and
measurement  of  goodwill  and other  intangible  assets  acquired in a business
combination  that is  completed  after  June 30,  2001.  SFAS  No.  142 ends the
amortization of goodwill and indefinite-lived  intangible assets. Instead, these
assets must be reviewed  annually or more frequently  under certain  conditions,
for impairment in accordance  with this  statement.  This impairment test uses a
fair value approach rather than the undiscounted  cash flow approach  previously
required by SFAS No. 121,  "Accounting  for the Impairment of Long-Lived  Assets
and for Long-Lived Assets to Be Disposed Of." We adopted SFAS No. 142 on January
1, 2002.  The  adoption of this new standard  had no  significant  effect on our
results of operations, financial condition or cash flows.

                                       27

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Certain statements  contained herein,  specifically  excluding references to the
exchange offers, constitute "forward-looking statements" as that term is defined
under the Private  Securities  Litigation  Reform Act of 1995. When used herein,
the words,  "believe,"  "anticipate,"  "plan," "will,"  "expects,"  "estimates,"
"projects,"  "positioned,"  "strategy,"  and similar  expressions  identify such
forward-looking  statements.  All  references  in this Safe Harbor legend to the
Company shall be deemed to include CCL and its subsidiaries and affiliates. Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the  Company,  or  industry  results,  to be  materially  different  from  those
contemplated, projected, forecasted, estimated or budgeted, whether expressed or
implied, by such forward-looking statements. Such factors include the following:
the Company's  ability to continue as a going concern;  the Company's ability to
obtain trade credit  shipments and terms with vendors and service  providers for
current orders; the Company's ability to maintain contracts that are critical to
its operations;  potential  adverse  developments  with respect to the Company's
liquidity or results of operations;  adverse developments in commercial disputes
or legal  proceedings;  the  Company's  ability to fund and execute its business
plan; the Company's ability to attract, retain and compensate key executives and
employees;  the  Company's  ability to attract  and  retain  customers;  general
economic and business conditions;  industry trends;  technological developments;
the  Company's  ability to  continue  to design and build its  network,  install
facilities,  obtain and maintain any required governmental licenses or approvals
and finance construction and development,  all in a timely manner, at reasonable
costs and on  satisfactory  terms and  conditions;  assumptions  about  customer
acceptance,  churn  rates,  overall  market  penetration  and  competition  from
providers of alternative  services;  the impact of restructuring and integration
actions; the impact of new business opportunities requiring significant up-front
investment;  interest rate fluctuations; and availability,  terms and deployment
of capital.  The Company  assumes no  obligation  to update the  forward-looking
statements contained herein to reflect actual results, changes in assumptions or
changes in factors affecting such statements.

                                       28

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

Item 3.  Quantitative and Qualitative DisclosureS About Market Risk.

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

The fair  market  value of  long-term  fixed  interest  rate debt is  subject to
interest rate risk.  Generally the fair market value of fixed interest rate debt
will increase as interest rates fall and decrease as interest rates rise.

<TABLE>
<CAPTION>
                            Interest Rate Sensitivity
                            As of September 30, 2002
                      Principal Amount by Expected Maturity
                              Average Interest Rate


                         For the
                          Three
                          Months
                          Ending                   For the Years Ending December 31,                               Fair Value
                       December 31,   ---------------------------------------------------------------              -----------
                            2002         2003         2004         2005         2006       Thereafter     Total       9/30/02
                        ------------------------------------------------------------------------------------------------------

Long-term debt,
  including current
  Portion

<S>                        <C>        <C>          <C>            <C>          <C>         <C>           <C>           <C>
Fixed rate (1)             $ 4,358    $      -     $      -       $     -      $     -     $  105,679    $ 110,037     $12,377
Average interest rate        6.00%
</TABLE>


     (1)Long  term  debt of  $160,000,000  principal  amount  of 6%  Convertible
     Subordinated  Notes  was  excluded  from  this  table  as a  result  of the
     conversion into common stock on July, 1, 2002.

     Principal  amount  at July 1, 2002 of  $4,358,000  million  6%  Convertible
     Subordinated  Note  is  current  due  to  a  default  on  interest  payment
     consistent with debt agreement and $105,679,000  principal amount of Senior
     Unsecured Notes due September 29, 2023.

                                       29

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

ITEM 4. CONTROLS AND PROCEDURES

     (a)  Evaluation  of  Disclosure   Controls  and   Procedures  -  Under  the
          supervision and with the  participation  of our management,  including
          our principal  executive officer and principal  financial officer,  we
          have evaluated the effectiveness of the Company's  disclosure controls
          and  procedures  (as  such  term is  defined  in Rules  13a-14(c)  and
          15d-14(c)  under the Securities  Exchange Act of 1934, as amended (the
          "Exchange  Act")) as of a date within 90 days prior to the filing date
          of this  quarterly  report  (the  "Evaluation  Date").  Based  on such
          evaluation,  such officers have  concluded  that, as of the Evaluation
          Date, the Company's  disclosure  controls and procedures are effective
          in alerting them on a timely basis to material information relating to
          the Company (including its consolidated  subsidiaries)  required to be
          included  in the  Company's  reports  filed  or  submitted  under  the
          Exchange Act.

     (b)  Changes in Internal  Controls - Since the Evaluation  Date, there have
          not been any significant changes in the Company's internal controls or
          in other factors that could significantly affect such controls.


                                       30

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Prior to  completion of the  recapitalization  the Company  purchased  goods and
services through its operating subsidiaries from a wide variety of vendors under
contractual and other arrangements that sometimes gave rise to litigation in the
ordinary  course of business.  Through its operating  subsidiaries,  the Company
also provided  goods and to a wide range of customers  under  arrangements  that
sometimes gave rise to disputes over payment, performance and other obligations.
Some of these disputes,  regardless of their merit, could subject the Company to
costly   litigation  and  the  diversion  of  its  technical  and/or  management
personnel.  Additionally,  any liability from  litigation that is not covered by
the Company's  insurance or exceeds its coverage  could have a material  adverse
effect on its business, financial condition and/or operating results. Currently,
the Company (and/or its  subsidiaries)  has the following  outstanding  matters,
which,  if resolved  unfavorably,  could have a material  adverse  effect on the
Company's business, financial condition and/or results of operations:

o    CoreComm  Newco,  Inc.,  an indirect,  wholly owned  subsidiary  of the ATX
     Communications,  is currently in litigation with Ameritech Ohio, a supplier
     from whom it purchases  telecommunications  products and services, over the
     adequacy of Ameritech's  performance under a 1998 contract between CoreComm
     Newco and Ameritech, and related issues. This litigation began in June 2001
     when Ameritech  threatened to stop processing new orders following CoreComm
     Newco's  exercise of its right under the contract to withhold  payments for
     Ameritech's  performance  failures.  In response to this  threat,  CoreComm
     Newco sought and received an order from an official of the Public Utilities
     Commission of Ohio barring  Ameritech from refusing to process new CoreComm
     Newco  service  orders.  Ameritech  has appealed that order to the PUCO and
     that appeal is still pending.

     On July 5, 2001, Ameritech filed a claim with the PUCO seeking payment from
     CoreComm  Newco  of  approximately  $8,600,000  allegedly  owed  under  the
     contract.  On  August  8,  2001,  Ameritech  filed a second  claim  against
     CoreComm  Newco in Ohio state court,  seeking an  additional  approximately
     $4,300,000 in allegedly  improperly  withheld amounts.  On August 28, 2001,
     CoreComm  Newco  exercised its right to remove the state court claim to the
     United States  District  Court for the Northern  District of Ohio,  and the
     parties then stipulated to a consolidation of both of Ameritech's claims in
     the United States District Court. To consolidate the two claims, on October
     9, 2001, Ameritech filed an amended complaint in the United States District
     Court, seeking a total of approximately $14,400,000.

     On  December  26,  2001,  CoreComm  Newco  filed its answer to  Ameritech's
     amended  complaint and  simultaneously  filed three  counterclaims  against
     Ameritech  and  some  of  its  affiliates,  alleging  breach  of  contract,
     antitrust  violations,  and fraudulent or negligent  misrepresentation.  In
     lieu of filing an answer to CoreComm Newco's counterclaims, Ameritech filed
     a series of motions on March 25, 2002,  asking the Court to dismiss several
     of CoreComm Newco's counterclaims.  On April 17, 2002, CoreComm Newco filed
     its opposition to Ameritech's requests for dismissal. On July 25, 2002, the
     district court issued a decision denying  Ameritech's motion to dismiss and
     upholding  CoreComm Newco's right to proceed with its antitrust,  breach of
     contract and misrepresentation claims against all counter-defendants.

                                       31

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

     The  Company  believes  that  CoreComm  Newco has  meritorious  defenses to
     Ameritech's amended complaint,  and that the amount currently in dispute is
     substantially  less than the $14.4 million  claimed in Ameritech's  amended
     complaint.  For example, the figure specified in Ameritech's complaint does
     not  account  for (a) more than $4.1  million  in  refunds  that  Ameritech
     contends it has already  credited to CoreComm  Newco's  accounts  since the
     filing its complaint,  and (b) payments that were made by CoreComm Newco in
     the ordinary course after the time of Ameritech's submission.  However, the
     Company  cannot be certain  how or when the matter  will be  resolved.  The
     Company also believes that, to the extent  Ameritech  prevails with respect
     to any of its claims,  Ameritech's  award may be offset in whole or in part
     by amounts that CoreComm  Newco is seeking to obtain from  Ameritech  under
     its counterclaims.  CoreComm Newco intends to pursue all available remedies
     and to defend itself vigorously.  However, it is impossible at this time to
     predict the outcome of the litigation.

o    On December 3, 2001,  General  Electric Capital Corp. filed a civil lawsuit
     in the  Circuit  Court of Cook  County,  Illinois  against  the Company and
     MegsINet,  Inc.,  an indirect  subsidiary  of ATX  Communications,  seeking
     approximately  $8 million in  allegedly  past due amounts and the return of
     equipment  under a capital  equipment  lease  agreement  between Ascend and
     MegsINet.  GECC is seeking  all amounts  allegedly  owed under the lease as
     well as repossession of the equipment. On February 19, 2002, the defendants
     filed a motion to  dismiss  several of GECC's  claims.  In  response,  GECC
     withdrew  its  original  complaint  and on May 1,  2002  filed  an  amended
     complaint naming ATX Communications as an additional defendant.  On June 5,
     2002,  defendants filed a motion to dismiss and/or stay  plaintiff's  civil
     complaint,  plaintiffs  filed a reply and the court is scheduled to issue a
     ruling on defendants' motion on or about November 23, 2002.

     Concurrently,  on April 12,  2002,  GECC  filed a second  complaint  in the
     Circuit  Court  of Cook  County,  Illinois  against  MegsINet,  CCL and the
     Company  seeking a court  order  allowing  it to take  repossession  of its
     alleged  equipment.  On  September  24,  2002,  the  Court  issued an order
     granting  GECC's request for  repossession of the equipment and MegsINet is
     complying with the Court's order by allowing GECC to take possession of the
     equipment, which has not and is not expected to have any material impact on
     ATX  Communications'  business or operations.  The civil action between the
     parties is currently in the discovery  phase.  Defendants  intend to defend
     themselves  vigorously  and to pursue all  available  claims and  defenses.
     However,  it is  impossible  at this time to  predict  the  outcome  of the
     litigation.

o    On May 25, 2001, KMC Telecom,  Inc. and some of its operating  subsidiaries
     filed an  action  in the  Supreme  Court  of New  York for New York  County
     against the Company, Cellular Communications of Puerto Rico, Inc., CoreComm
     New York, Inc. and MegsINet. On that same date, KMC filed the same cause of
     action in the Circuit Court of Cook County,  IL. Upon defendant's Motion to
     Stay the New York action, KMC voluntarily dismissed the Illinois litigation
     and the matter is currently proceeding in New York. KMC contends that it is
     owed  approximately  $2  million,  primarily  in respect  of alleged  early
     termination  liabilities,  under a  services  agreement  and a  co-location
     agreement with MegsINet.  The defendants  have denied KMC's claims and have
     asserted   that  the  contracts  at  issue  were  signed   without   proper
     authorization,  that KMC failed to perform under the alleged contracts, and
     that the  termination  penalties are not  enforceable.  The defendants have
     served discovery and intend to defend  themselves in coordination  with one
     of their insurance  carriers.  On March 27, 2002, certain of the defendants
     initiated  litigation against several former principals of MegsINet seeking
     indemnification and contribution against KMC's claims.

                                       32

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

o    On June 7, 2002,  the Board of Revenue and Finance of the  Commonwealth  of
     Pennsylvania  issued  an order  granting  in part and  denying  in part the
     Company's  petition  for  review of a  decision  by a lower  administrative
     authority relating to the Company's alleged liability for sales and use tax
     for the period  September 1, 1997  through  July 31, 2000.  Pursuant to the
     June 7 order,  the  Company  has been  assessed  sales  and use tax for the
     period at issue in the amount of  $631,429.  On July 8, 2002,  the  Company
     filed a petition for review of the board's order in the Commonwealth  Court
     of Pennsylvania seeking a further reduction of the assessment.  The Company
     believes that it has meritorious defenses and that the assessment should be
     reduced;  however it is not  possible  to predict  how this  matter will be
     resolved.

o    Fiberstream,  Inc.,  a  direct  subsidiary  of the  Company,  has  been  in
     communications  with Metromedia Fiber Networks,  Inc.,  referred to as MFN,
     regarding a dispute  between the parties  under a General  Agreement  dated
     September  29,  2000 and a  related  Product  Order of the same  date.  The
     dispute centers around the accuracy of certain statements that were made by
     MFN  concerning the nature of its network at the time of  contracting,  the
     timeliness of the  installation of the circuits by MFN under the agreement,
     and Fiberstream's  obligation, if any, to make payments in respect of those
     circuits.  MFN has indicated  that unless payment is made for the circuits,
     it may initiate  arbitration under the agreement and seek early termination
     penalties in excess of approximately $1.1 million. Fiberstream has rejected
     MFN's  demands and has advised that it will defend  itself  vigorously  and
     pursue  all  available  counterclaims,   including  claims  for  fraudulent
     inducement  relating to the  execution of the contract and damages  arising
     from MFN's alleged failure to perform under the contract.  The parties have
     discussed the prospect of settling their  respective  claims without resort
     to litigation and but no resolution of the matter has yet been achieved.

o    On May 23, 2002,  Robert and Donald  Novelle filed an action in the Circuit
     Court of Cook  County,  Illinios  against the Company  and  MegsINet,  Inc.
     seeking  approximately  $473,442 in connection  with an alleged breach of a
     commercial  real  estate  lease  between  defendants  and  MegsiNet,   Inc.
     Defendants  are  currently  investigating  the  matter and intend to defend
     themselves vigorously and pursue all available remedies and counterclaims.

o    On July 19, 2002, Steelcase Financial Services, Inc filed an action against
     the Company and Voyager Information Networks,  Inc. alleging that Steelcase
     is owed  approximately  $363,646  relating to the lease of office equipment
     under an alleged  lease  between  Voyager and Steelcase and seeking to take
     repossession of the equipment.  Defendants are investigating the matter and
     intend to defend  themselves  vigorously and pursue all available  remedies
     and counterclaims.  The parties have discussed the prospect of settling the
     matter  voluntarily  without  resort  to  additional  litigation  and those
     conversations are ongoing.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

On July 1, 2002,  $392,000  principal amount of the 6% Convertible  Subordinated
Notes were exchanged for 3,569 shares of ATX  Communications  common stock and a
cash payment of approximately $12,000 representing the past-due interest payment
that was due on the  notes on April 1,  2002.  The April 1 and  October  1, 2002
interest payments on the outstanding 6% Convertible  Subordinated Notes have not
been paid and CCL is in default under the these notes.

                                       33

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

ITEM 5. OTHER INFORMATION

     (a)  In connection with the ATX Communications recapitalization, on July 2,
          2002, Nasdaq  transferred the Company's listing on the Nasdaq National
          Market to ATX Communications.  The Company's common stock is no longer
          publicly traded.  There is no market for the Company's common stock at
          this time.

     (b)  On  July  31,  2002,  ATX   Communications   entered  into  definitive
          employment  agreements  with Thomas J.  Gravina,  President  and Chief
          Executive Officer and Michael A. Peterson,  Executive  Vice-President,
          Chief  Financial  Officer and Chief Operating  Officer  reflecting the
          terms previously disclosed.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          None.

     (b)  Reports on Form 8-K.

          During the quarter ended  September 30, 2002,  CCL filed the following
          reports on Form 8-K:

          (i)  Report dated July 1, 2002,  reporting under Item 5, Other Events,
               that  CCL  has  completed  its  two-phase  recapitalization  plan
               announced  October  31,  2001 and as a result,  CoreComm  Holdco,
               Inc., a Delaware  corporation and former wholly-owned  subsidiary
               of CCL,  has become the parent  company and sole  stockholder  of
               CCL.

No financial statements were filed with these reports.

                                       34

<PAGE>

                CCL Historical, Inc. (formerly CoreComm Limited)

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                              CCL HISTORICAL, INC.



Date: November 14, 2002       By: /s/ Michael A. Peterson
                                  -------------------------
                                  Michael A. Peterson
                                  Executive Vice President,
                                  Chief Operating Officer and
                                  Chief Financial Officer



Date: November 14, 2002       By: /s/ Neil Peritz
                                  --------------------------
                                  Neil Peritz
                                  Senior Vice President-Controller and Treasurer
                                  (Principal Accounting Officer)


                                       35

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)


        Certification of Principal Executive Officer required by SEC Rule
          13a-14 (17 CFR 240.13a-14) or Rule 15d-14 (17 CFR 240.15d-14)

I, Thomas J. Gravina, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of CCL Historical,
          Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and


                                       36

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



Date: November 14, 2002                  By: /s/ Thomas J. Gravina
                                             -------------------------
                                             Thomas J. Gravina
                                             President - Chief Executive Officer


                                       37

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

        Certification of Principal Financial Officer required by SEC Rule
          13a-14 (17 CFR 240.13a-14) or Rule 15d-14 (17 CFR 240.15d-14)


I, Michael A. Peterson, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of CCL Historical,
          Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

                                       38

<PAGE>
                CCL Historical, Inc. (formerly CoreComm Limited)

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



Date:    November 14, 2002                    By: /s/ Michael A. Peterson
                                                  -------------------------
                                                  Michael A. Peterson
                                                  Executive Vice President -
                                                  Chief Operating Officer and
                                                  Chief Financial Officer


                                       39