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 June 30, 2002
                                       OR

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


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


                                CORECOMM LIMITED
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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


110 East 59th Street, New York, New York                   10022
--------------------------------------------------------------------------------
(Address of principal executive offices)                (Zip Code)


                                 (212) 906-8485
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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 June 30,
2002 was 141,655,388.


<PAGE>

<TABLE>
<CAPTION>
                        CoreComm Limited and Subsidiaries

                                      Index

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

<S>                                                                                                 <C>
Item 1.      Financial Statements
             Condensed Consolidated Balance Sheets -
                June 30, 2002 (Unaudited) and December 31, 2001 .............................................2
             Condensed Consolidated Statements of Operations -
                Three and Six months ended June 30, 2002 and 2001 (Unaudited) ...............................3
             Condensed Consolidated Statement of Shareholders' Deficiency -
                Six months ended June 30, 2002 (Unaudited) ..................................................4
             Condensed Consolidated Statements of Cash Flows -
                Six months ended June 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 ........................................................21

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

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

Item 1.      Legal Proceedings..............................................................................30

Item 3.      Defaults upon Senior Securities................................................................34

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

Item 6.      Exhibits and Reports on Form 8-K ..............................................................35

SIGNATURES .................................................................................................38
----------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                           CoreComm Limited and Subsidiaries

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                                         Condensed Consolidated Balance Sheets
                                                                                June 30,               December 31,
                                                                                  2002                     2001
                                                                            -----------------------------------------
                                                                              (Unaudited)               (See Note)
<S>                                                                         <C>                       <C>
Assets
Current assets:
  Cash and cash equivalents                                             $       470,000           $       109,000
  Other                                                                          29,000                    45,000
                                                                        -----------------------------------------
Total current assets                                                            499,000                   154,000

Fixed assets, net                                                                80,000                   146,000
Investment in ATX Communications                                                721,000                 3,863,000
Other, net of accumulated amortization of $2,755,000 (2002)
  and $2,251,000 (2001)                                                       6,412,000                 8,260,000
                                                                        -----------------------------------------
                                                                        $     7,712,000           $    12,423,000
                                                                        =========================================

Liabilities and shareholders' deficiency
Current liabilities:
  Accounts payable                                                      $     1,026,000           $       959,000
  Accrued expenses                                                              411,000                   419,000
  Due to NTL Incorporated                                                       209,000                   209,000
  Due to ATX Communications                                                  40,433,000                24,112,000
  Current portion of long-term debt                                           4,750,000                        --
                                                                        -----------------------------------------
Total current liabilities                                                    46,829,000                25,699,000

Long-term debt, including $259,315,000 (2002) and $256,874,000
 (2001) due to ATX Communications                                           259,315,000               261,624,000

Commitments and contingent liabilities

Shareholders' deficiency:
  Series preferred stock-- $.01 par value, authorized
     5,000,000 shares:
     Series A, liquidation preference $57,956,000; issued
      and outstanding 51,000 shares                                                  --                        --
     Series B, liquidation preference $271,518,000; issued
      and outstanding 250,000 shares                                              3,000                     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                                                  778,384,000               787,434,000
Deficit                                                                  (1,067,662,000)           (1,053,180,000)
                                                                        -----------------------------------------
                                                                           (287,858,000)             (264,326,000)
Treasury stock at cost, 1,329,000 shares                                    (10,574,000)              (10,574,000)
                                                                        -----------------------------------------
                                                                           (298,432,000)             (274,900,000)
                                                                        -----------------------------------------
                                                                        $     7,712,000           $    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>
                        CoreComm Limited and Subsidiaries
<TABLE>
<CAPTION>
                                 Condensed Consolidated Statements of Operations
                                                   (Unaudited)


                                             Three Months Ended June 30,           Six Months Ended June 30,
                                               2002              2001               2002               2001
                                         --------------------------------      --------------------------------
<S>                                      <C>                <C>                <C>                <C>
Revenues                                 $     143,000      $  73,243,000      $     251,000      $ 146,180,000

Costs and expenses
Operating                                           --         57,662,000                 --        121,182,000
Selling, general and administrative            153,000         23,369,000            221,000         54,968,000
Corporate                                           --          1,626,000                 --          5,520,000
Non-cash compensation                               --          3,234,000                 --          6,468,000
Other charges                                       --         33,366,000                 --         33,485,000
Asset impairments                                   --                 --                 --        167,599,000
Depreciation                                    34,000         11,601,000             67,000         23,646,000
Amortization                                        --         23,097,000                 --         54,608,000
                                         --------------------------------      --------------------------------
                                               187,000        153,955,000            288,000        467,476,000
                                         --------------------------------      --------------------------------
Operating loss                                 (44,000)       (80,712,000)           (37,000)      (321,296,000)

Other income (expense)
Interest income and other, net                  12,000            680,000             19,000          1,456,000
Equity in net loss of ATX
  Communications, Inc.                      (1,627,000)                --         (3,142,000)                --
Interest expense                            (5,671,000)       (12,231,000)       (11,322,000)       (22,069,000)
                                         --------------------------------      --------------------------------
Loss before income tax benefit              (7,330,000)       (92,263,000)       (14,482,000)      (341,909,000)
Income tax benefit                                  --            167,000                 --            152,000
                                         --------------------------------      --------------------------------
Net loss                                 $  (7,330,000)     $ (92,096,000)     $ (14,482,000)     $(341,757,000)
                                         ================================      ================================

Basic and diluted net loss per share     $       (0.09)     $       (1.04)     $       (0.18)     $       (4.28)
                                         ================================      ================================


See accompanying notes.


                                                       3
</TABLE>

<PAGE>
                        CoreComm Limited and Subsidiaries
<TABLE>
<CAPTION>
                     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                        --    --          --      --               --          --
Net loss for the six months
ended June 30, 2002                       --    --          --      --               --          --
                                    -----------------------------------------------------------------
Balance, June 30, 2002                51,000  $ --     250,000  $3,000      141,655,000  $1,417,000
                                    =================================================================



                                     Additional                              Treasury Stock
                                       Paid-In                          ------------------------
                                       Capital          Deficit          Shares        Amount
                                   -------------------------------------------------------------
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)               --            --             --
Net loss for the six months
ended June 30, 2002                            --       (14,482,000)           --             --
                                   -------------------------------------------------------------
Balance, June 30, 2002               $778,384,000   $(1,067,662,000)   (1,329,000)  $(10,574,000)
                                   =============================================================


See accompanying notes.

                                                  4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                               CoreComm Limited and Subsidiaries

                        Condensed Consolidated Statements of Cash Flows
                                          (Unaudited)


                                                                    Six Months Ended June 30,
                                                                     2002            2001
                                                                -----------------------------

<S>                                                             <C>              <C>
Net cash provided by (used in) operating activities             $    361,000     $(52,362,000)

Investing activities
Purchase of fixed assets                                                  --       (6,204,000)
Proceeds from sales of marketable securities                              --        4,775,000
                                                                -----------------------------
Net cash used in investing activities                                     --       (1,429,000)

Financing activities
Proceeds from borrowing, net of financing costs                           --       88,679,000
Proceeds from exercise of stock options and warrants                      --            4,000
Principal payments                                                        --       (3,571,000)
Principal payments of capital lease obligations                           --       (5,512,000)
                                                                -----------------------------
Net cash provided by financing activities                                 --       79,600,000
                                                                -----------------------------
Increase in cash and cash equivalents                                361,000       25,809,000
Cash and cash equivalents at beginning of period                     109,000       25,802,000
                                                                -----------------------------
Cash and cash equivalents at end of period                      $    470,000     $ 51,611,000
                                                                =============================

Supplemental disclosure of cash flow information
 Cash paid for interest                                         $         --     $ 11,685,000

Supplemental schedule of non-cash investing activities
 Liabilities incurred to acquire fixed assets                   $         --     $  6,786,000

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                                          --       10,250,000
 Warrants issued in connection with financing                             --        5,451,000

See accompanying notes.
</TABLE>


                                              5
<PAGE>
                        CoreComm Limited and Subsidiaries

              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 six  months  ended  June 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 the Company's annual report on Form
10-K/A for the year ended December 31, 2001.

At June 30,  2002,  the  Company's  only  material  asset was its  ownership  of
approximately 13% of the outstanding capital stock of ATX  Communications,  Inc.
(formerly  CoreComm  Holdco,   Inc.  and  Subsidiaries),   referred  to  as  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.

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>
                        CoreComm Limited and Subsidiaries

        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 ATX  Communications  and no longer
have securities of the Company.

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


                                       7
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 2.  ATX Communications Recapitalization (continued)

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.  As of June 30,
2002, ATX  Communications  investment in the Company's notes and preferred stock
was $3,863,000.

 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  39,168  shares,  which are  reserved  for  holders of the 6%
Convertible Subordinated Notes who did not participate in the exchange offer. 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  and all of the shares of Series A and B  preferred  stock of the
Company  that it owned into shares of the  Company's  common  stock.  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.

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 the
$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.


                                       8
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 2.  ATX Communications Recapitalization (continued)

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 August 2001, the Financial Accounting  Standards Board,  referred to as FASB,
issued Statement of Financial Accounting Standards, referred to as 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.

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.

                                       9
<PAGE>
                        CoreComm Limited and Subsidiaries

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

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 the decision to 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.

Following is the Company's investment in ATX Communications:

          Balance at December 31, 2001                              $ 3,863,000
          Equity in net loss of ATX  Communications for the six
          months ended June 30, 2002                                 (3,142,000)
                                                                    -----------
          Balance at June 30, 2002                                  $   721,000
                                                                    ===========


                                       10
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 5.  Investment in ATX Communications (continued)

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

<TABLE>
<CAPTION>
                               Condensed Consolidated Balance Sheets

                                                                   June 30,         December 31,
                                                                     2002              2001
                                                                --------------------------------
<S>                                                             <C>                <C>
          Assets
          Current assets                                        $  60,665,000      $  61,556,000
          Fixed assets, net                                        74,446,000         86,722,000
          Intangible assets, net                                  152,919,000        153,086,000
          Other assets, net                                        14,442,000         15,256,000
                                                                --------------------------------
                                                                $ 302,472,000      $ 316,620,000
                                                                ================================

          Liabilities and shareholders' equity (deficiency)
          Current liabilities                                   $ 153,838,000      $ 145,350,000
          Long-term debt and capital lease obligations            162,024,000        160,487,000
          Shareholders' equity (deficiency)                       (13,390,000)        10,783,000
                                                                --------------------------------
                                                                $ 302,472,000      $ 316,620,000
                                                                ================================
</TABLE>


<TABLE>
<CAPTION>
                              Condensed Consolidated Statements of Operations

                                             Three Months Ended June 30,           Six Months Ended June 30,
                                              2002                2001              2002               2001
                                         ----------------------------------------------------------------------
<S>                                      <C>                <C>                <C>                <C>
Revenues                                 $  75,209,000      $  73,126,000      $ 149,520,000      $ 145,937,000
Costs and expenses
Operating                                   48,758,000         57,662,000         96,796,000        121,182,000
Selling, general, and administrative        20,224,000         23,319,000         42,537,000         54,114,000
Corporate                                    1,616,000            812,000          3,314,000          2,910,000
Non-cash compensation                               --          3,234,000                 --          6,468,000
Recapitalization costs                       4,270,000                 --          5,452,000                 --
Other charges                                       --         33,366,000                 --         33,485,000
Asset impairments                                   --                 --                 --        167,599,000
Depreciation                                 9,140,000         11,567,000         18,021,000         23,579,000
Amortization                                    83,000         23,097,000            167,000         54,606,000
                                         ----------------------------------------------------------------------
                                            84,091,000        153,057,000        166,287,000        463,943,000
                                         ----------------------------------------------------------------------
Operating loss                              (8,882,000)       (79,931,000)       (16,767,000)      (318,006,000)

Other income (expense)
Interest income and other, net                 100,000            656,000            234,000          1,320,000
Interest expense                            (3,737,000)        (7,383,000)        (7,640,000)       (11,524,000)
                                         ----------------------------------------------------------------------
Loss before income tax benefit             (12,519,000)       (86,658,000)       (24,173,000       (328,210,000)
Income tax benefit                                  --             33,000                 --             33,000
                                         ----------------------------------------------------------------------
Net loss                                 $ (12,519,000)     $ (86,625,000)     $ (24,173,000)     $(328,177,000)
                                         ======================================================================
</TABLE>


                                       11
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 6.  Fixed Assets

Fixed assets consist of:

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

<S>                                          <C>            <C>
          Computer hardware and software     $ 386,000      $ 386,000
          Other equipment                       10,000         10,000
                                             ------------------------
                                               396,000        396,000
          Accumulated depreciation            (316,000)      (250,000)
                                             ------------------------
                                             $  80,000      $ 146,000
                                             ========================
</TABLE>

Note 7.  Accrued Expenses

Accrued expenses consist of:

<TABLE>
<CAPTION>
                                            June 30,    December 31,
                                              2002         2001
                                            ---------------------
                                          (Unaudited)
<S>                                         <C>          <C>
          Taxes, including income taxes     $197,000     $205,000
          Interest                           214,000      214,000
                                            ---------------------
                                            $411,000     $419,000
                                            =====================
</TABLE>

Note 8.  Long-Term Debt

Long-term debt consists of:

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

<S>                                                                 <C>                <C>
     6% Convertible Subordinated Notes                              $ 164,750,000      $ 164,750,000
     Senior Unsecured Notes Due 2003, less unamortized discount
       of $6,364,000 (2002) and $8,805,000 (2001)                      99,315,000         96,874,000
                                                                    --------------------------------
                                                                      264,065,000        261,624,000
     Less current portion                                              (4,750,000)                --
                                                                    --------------------------------
                                                                    $ 259,315,000      $ 261,624,000
                                                                    ================================
</TABLE>


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


                                       12
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 8.  Long-Term Debt (continued)

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  our  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.

Note 9.  Related Party Transactions

The balance due to ATX  Communications  at June 30, 2002 includes 6% Convertible
Subordinated  Notes and  Senior  Unsecured  Notes Due 2003  interest  payable of
$12,366,000 and preferred stock dividends  payable of $28,387,000,  net of other
amounts due from ATX Communications of $320,000.

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 June 30, 2002, and
December  31,  2001,  the  total  amount  of the  notes  outstanding,  less  the
unamortized discount of $347,000, and $367,000, was $16,696,000 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 six months
ended  June  30,  2001,   NTL  charged  the  Company   $136,000  and   $240,000,
respectively,  which is included in corporate expenses.  NTL did not provide any
services to the Company during the six months ended June 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 six months ended June 30,  2001,  the Company
charged NTL $40,000 and $107,000 respectively, which reduced corporate expenses.

The Company provided billing and software  development  services to subsidiaries
of NTL.  General  and  administrative  expenses  were  reduced by  $332,000  and
$799,000  for the three and six months  ended June 30, 2001  respectively,  as a
result of these charges.

                                       13
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 10.  Other Charges

Other charges of  $33,366,000  and  $33,485,000  during the three and six months
ended June 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  in 2001  were  for  approximately  630  employees  to be
terminated of which none were employed by the Company as of June 30, 2002.


Note 11.   Non-Cash Compensation

In April 2000, the  Compensation  and Option Committee of the Board of Directors
approved the issuance of options to purchase  approximately  2,747,000 shares of
the Company's common stock to various  employees at an exercise price of $14.55,
which was less than the fair market value of the  Company's  common stock on the
date of the grant. In accordance with APB Opinion No. 25,  "Accounting for Stock
Issued  to  Employees,"   in  April  2000,  the  Company   recorded  a  non-cash
compensation  expense of  approximately  $29.0  million and a non-cash  deferred
expense of approximately $31.3 million.  From April 2000 to June 30, 2001, $16.2
million of the deferred non-cash compensation was charged to expense,  including
$3.3 and $6.5  million  during  the three and six months  ended  June 30,  2001,
respectively.

As of June 30, 2002, there were approximately  22.2 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.


Note 12.  Net Loss Per Common Share

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

<TABLE>
<CAPTION>
                                                           Three Months Ended June 30,              Six Months Ended June 30,
                                                           2002                 2001                2002                2001
                                                        ----------------------------------------------------------------------
<S>                                                     <C>                <C>                <C>                <C>
     Numerator:
     Net loss                                           $  (7,330,000)     $ (92,096,000)     $ (14,482,000)     $(341,757,000)
     Preferred stock dividend                              (4,538,000)        (4,417,000)        (9,050,000)        (8,834,000)
     Preferred stock accretion to
        redemption value                                   (1,211,000)        (1,136,000)        (2,403,000)        (2,253,000)
                                                        ----------------------------------------------------------------------
     Net loss available to common
        Shareholders                                    $ (13,079,000)     $ (97,649,000)     $ (25,935,000)     $(352,844,000)
                                                        ----------------------------------------------------------------------
     Denominator for basic and diluted net loss per
        common share                                      140,326,000         93,613,000        140,326,000         82,485,000
                                                        ----------------------------------------------------------------------

     Basic and diluted net loss per common share
                                                        $       (0.09)     $       (1.04)          $(0.18 )      $       (4.28)
                                                        ======================================================================
</TABLE>


                                       14
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 12.  Net Loss Per Common Share (continued)

The shares issuable upon the exercise of stock options and warrants and upon the
conversion of convertible  securities  are excluded from the  calculation of net
loss per common share as their effect would be  antidilutive.  At June 30, 2002,
the Company had 359.9 million shares issuable upon the exercise of stock options
and warrants and the conversion of convertible securities.


Note 13.  Commitments and Contingent Liabilities

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

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  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  ATX Communications has received  correspondence  dated July 23, 2002, from
      Verizon's operating  subsidiary in Pennsylvania  asserting that Verizon is
      owed a total of  approximately  $12.6  million for  products  and services
      allegedly  purchased in that state and  threatening  to implement  account
      embargo and service suspension procedures if payment of the alleged amount
      is not received by August 23,  2002.  The July 23 letter also asserts that
      Verizon  has the right to  request a  security  deposit  under  applicable
      contracts and tariffs and demands  payment of such a deposit in the amount
      of  $5,650,000  by July 30, 2002.  ATX  Communications  has also  received
      correspondence  dated July 23, 2002 from Verizon's operating subsidiary in
      New Jersey  asserting the right to demand a security  deposit for products
      and services purchased in that state and demanding payment of a deposit of
      $2,700,000 by July 30, 2002. On August 1, 2002,  ATX  Communications  sent
      Verizon  formal  written  notice of its intent to pursue the collection of
      approximately $5 million in credits  associated with disputed charges that
      ATX  Communications  has withheld from payment as improperly billed. On or
      about  August 1, 2002,  while ATX  Communications  was  investigating  the
      claims  set forth in  Verizon's  letters  of July 23,  ATX  Communications
      received  correspondence  from  Verizon's  operating  subsidiaries  in New
      Jersey and Pennsylvania  asserting that ATX  Communications  had failed to
      pay  undisputed  amounts on a timely  basis and the  security  deposits as
      requested,  and stating that Verizon  intends to terminate its  agreements
      with ATX  Communications  and  discontinue  the  provision of services and
      products in those  states after August 31,  2002.  ATX  Communications  is
      reviewing Verizon's claims concerning

                                       15
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 13.  Commitments and Contingent Liabilities (continued)

      the  amounts  allegedly  owed  in  Pennsylvania  and  intends  to pay  all
      undisputed  charges  on or before  the  August 23  embargo  deadline.  ATX
      Communications is also reviewing  Verizon's demands for a security deposit
      and  termination   threats,   but  upon  preliminary   investigation   ATX
      Communications  believes  that Verizon does not have the right to make the
      deposit  demands and  termination  threats set forth in its  letters.  ATX
      Communications  intends to pursue all remedies  available to it and defend
      itself  vigorously.  However,  it is not presently possible to predict how
      these matters will be resolved.

      On August  13,  2002,  Verizon  and  several of its  subsidiaries  filed a
      complaint in the United States District Court for the District of Delaware
      against  ATX  Communications  and  several of its  indirect  wholly  owned
      subsidiaries  seeking payment of approximately  $37 million allegedly owed
      to Verizon under various contracts between Verizon and ATX  Communications
      and  its   subsidiaries  and  under  state  and  federal  law.  While  ATX
      Communications  has  not  yet  fully  assessed  Verizon's  complaint,  ATX
      Communications believes that it has meritorious defenses to the complaint,
      and further,  that the amounts owed are substantially less than the amount
      claimed by Verizon.  For example,  we believe the figure  specified in the
      complaint includes  significant amounts of disputes for which Verizon owes
      credits to ATX  Communications,  as well as payments that were made by ATX
      Communications  in the  ordinary  course of business.  ATX  Communications
      intends  to  pursue  all  remedies  available  to  it  and  defend  itself
      vigorously.  However, ATX Communications cannot be certain how or when the
      matter will be resolved or the outcome of the litigation.

      On March 7, 2002, CoreComm  Massachusetts,  Inc., an indirect wholly-owned
      subsidiary of the Company initiated litigation against Verizon New England
      d/b/a Verizon Massachusetts in the Suffolk Superior Court,  Massachusetts,
      alleging breach of contract and seeking a temporary  restraining  order to
      prevent  Verizon  Massachusetts  from suspending  CoreComm  Massachusetts'
      ability to order new  products  and  services  for  failure to pay various
      amounts  allegedly owed under the parties'  interconnection  agreement and
      Verizon's  tariffs in that  state.  On March 13,  2002,  the court  denied
      CoreComm's request for a temporary restraining order and Verizon proceeded
      to implement the threatened  service  embargo.  On April 1, 2002,  Verizon
      filed its answer to CoreComm's  complaint and filed counterclaims  seeking
      payment  of  approximately   $1.2  million   allegedly  owed  by  CoreComm
      Massachusetts under the agreement and tariffs. On April 10, 2002, CoreComm
      Massachusetts  filed an answer denying  Verizon's  claims. On or about May
      20, 2002,  Verizon served CoreComm  Massachusetts  with motion for summary
      judgment in an effort to secure payment without further litigation.  On or
      about June 10, 2002,  CoreComm  Massachusetts  submitted its opposition to
      Verizon's motion for summary judgment asserting various defenses including
      that the amount being sought by Verizon includes  hundreds of thousands of
      dollars of charges that are not  attributable to ATX  Communications.  The
      parties are currently waiting for the court to rule on the pending summary
      judgment motion.  CoreComm  Massachusetts believes that it will prevail on
      its opposition to Verizon's motion for summary  judgment,  and the company
      intends to pursue all available  claims and defenses.  However,  it is not
      presently  possible to predict how these  matters  will be  resolved.  ATX
      Communications  does not believe that the service  embargo  affecting  its
      subsidiary in  Massachusetts  will have a material  adverse  affect on the
      it's business, financial condition and/or results of operations.

                                       16
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 13.  Commitments and Contingent Liabilities (continued)

   o  CoreComm  Newco,  Inc.,  an  indirect,   wholly-owned  subsidiary  of  the
      Company's  parent  corporation,  ATX  Communications  (formerly  known  as
      CoreComm Holdco,  Inc.), 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  orders.  Ameritech has appealed that order to the
      PUCO and the 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 and these
      items are now pending before the court for disposition.  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 and
      misrepresentation claims against all counter-defendants.

      ATX Communications  believes that CoreComm Newco has meritorious  defenses
      to Ameritech's amended complaint, and that the amount currently in dispute
      is substantially less than the $14,400,000  claimed in Ameritech's amended
      complaint. For example, the figure specified in Ameritech's complaint does
      not  account  for (a) more than $5.2  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, ATX
      Communications  cannot be certain how or when the matter will be resolved.
      The  ATX  Communications  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.  However,  it is impossible
      at this time to predict the outcome of the litigation.

                                       17
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 13.  Commitments and Contingent Liabilities (continued)

   o  On December 3, 2001, General Electric Capital Corp. filed a 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  complaint,  plaintiffs
      filed a reply and the court has  established  a  schedule  for  additional
      briefing on the matter to be followed by oral  argument in late  September
      2002.  Concurrently,  on April 12, 2002, GECC filed a second  complaint in
      the  Circuit  Court  of  Cook  County,   Illinois  against  MegsINet,  ATX
      Communications,  Inc. and the Company seeking a court order allowing it to
      take repossession of its alleged equipment.  After a hearing on the matter
      following defendants' opposition,  GECC withdrew its complaint and filed a
      new  action  on May 3,  2002,  in an  effort  to  supply  the  court  with
      additional  information  regarding  its alleged  rights to the  equipment.
      Defendant's response to dismiss the May 3, 2002 complaint was filed on May
      29, 2002 asking the court to dismiss plaintiff's complaint and that matter
      remains  pending.  Concurrently,  the parties have been directed to submit
      proposed  findings of fact and  conclusions  of law on the claims  against
      MegsINet by August 23, 2002 with a decision to be rendered by the court by
      September  4,  2002.  Defendants  intend to defend  themselves  vigorously
      against both  complaints 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,  Inc. 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.

                                       18
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 13.  Commitments and Contingent Liabilities (continued)

   o  On March 1, 2002,  Easton Telecom  Services,  LLC.,  referred to as Easton
      LLC,  initiated  litigation  in the  Northern  District  of  Ohio  against
      CoreComm   Internet   Group,   Inc.,   an  indirect   subsidiary   of  ATX
      Communications,  asserting  that  Easton  LLC is the  assignee  of several
      rights of Easton  Telecom  Services,  Inc.,  referred to as Easton,  Inc.,
      under an  asset  purchase  agreement  approved  as part of the  bankruptcy
      disposition of Teligent, Inc., and demanding payment of approximately $4.9
      million,  primarily in respect of alleged early termination penalties, for
      telecommunications  services  purportedly provided under alleged contracts
      between Easton and MegsINet, Inc. Subsequently,  on April 18, 2002, Easton
      filed an amended complaint in the  above-referenced  matter naming Voyager
      Information Networks,  Inc., an indirect subsidiary of ATX Communications,
      as an  additional  defendant  and  increasing  the  amount in  dispute  to
      approximately $5.1 million. On May 7, 2002, defendants' filed their answer
      denying  Easton  LLC's  allegations  and  asserting   multiple   defenses,
      including  defenses  challenging the validity of the alleged contracts and
      plaintiffs claims as to alleged damages. On July 8, 2002,  plaintiff filed
      a  motion  for  partial  summary   judgment  on  defendants'   claim  that
      approximately   $4  million  of  the  amount  at  issue   constitutes   an
      unenforceable  penalty  that must be dismissed by the court as a matter of
      law, and  defendants  filed an opposition to that motion on July 29, 2002.
      Defendants  intend to file a cross-motion for summary  judgment  declaring
      that the $4 million  penalty is void as a matter of law,  and will  defend
      themselves  vigorously  and pursue  all  available  claims  and  defenses.
      However,  it is  impossible  at this time to predict  the  outcome of this
      litigation.

   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 a
      petition  for review of a  decision  by a lower  administrative  authority
      relating to the ATX  Communications'  alleged  liability for sales and use
      tax for the period  September 1, 1997  through July 31, 2000.  Pursuant to
      the June 7 order, ATX  Communications  has been assessed sales and use tax
      for the period at issue in the amount of  $631,429.  On July 8, 2002,  ATX
      Communications  filed a petition  for review of the  board's  order in the
      Commonwealth  Court of  Pennsylvania  seeking a further  reduction  of the
      assessment.  ATX Communications  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.

                                       19
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 13. Commitments and Contingent Liabilities (continued)

   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 October 9, 2001,  Enavis Networks,  Inc. filed an action in the Circuit
      Court of Pinellas  County,  Florida  against the  Company  asserting  that
      Enavis is owed  approximately  $420,000  relating to the alleged  sale and
      installation of telecommunications  equipment by Enavis. The Company filed
      a motion to dismiss this action for lack of personal jurisdiction over the
      Company in Florida and this motion is still  pending.  Upon  resolution of
      the motion to dismiss in Florida and assuming that the matter  proceeds in
      litigation,  the  Company  intends to defend this  action  vigorously  and
      assert  counterclaims  against  Enavis  arising  from  Enavis'  failure to
      provide equipment complying with CoreComm's specifications.

   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.

                                       20
<PAGE>
                        CoreComm Limited and Subsidiaries

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  $17,043,000,  including  accrued  PIK  interest.  In
addition,  as of June 30, 2002, we had obligations of approximately $590 million
of debt and preferred  securities held by ATX Communications,  the $4.75 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  39,168  shares,  which are reserved for holders of the 6% Convertible
Subordinated Notes who did not participate in the exchange offer.  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 our 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
and all of the shares of our Series A and B  preferred  stock that it owned into
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  have our
securities.


                                       21
<PAGE>
                        CoreComm Limited and Subsidiaries

We may 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, 2002 interest
payment on the 6%  Convertible  Subordinated  Notes has 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 June 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>


                                       22
<PAGE>
                        CoreComm Limited and Subsidiaries

The  following  table  includes  aggregate   information  about  our  commercial
commitments as of June 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)            $173,143        $  --        $19,500        $87,750        $65,893
Lines of Credit             None             --             --             --             --

Standby Letters of
Credit                      None             --             --             --             --


Standby Repurchase
Obligations                 None             --             --             --             --

Other Commercial
Commitments (3)             None             --             --             --             --

                          ------------------------------------------------------------------
Total Commercial
Commitments               $173,143        $  --        $19,500        $87,750        $65,893
                          ==================================================================

<FN>
(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.  Long term debt of  $160,000,000
     principal  amount of 6%  Convertible  Subordinated  Notes are excluded from
     this table as a result of the conversion into common stock on July 1, 2002.
(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  $17,043,000  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.
</FN>
</TABLE>



Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2002,  cash  provided by operating  activities
was  $361,000,  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 six  months  ended  June 30,  2002,  we did not have any cash  flow from
investing  activities.  Our operations did not require any capital  expenditures
during the six months ended June 30, 2002. No significant  capital  expenditures
are anticipated in the future.

For the six  months  ended  June 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 six months ended June 30, 2001 we had a cash flow deficit of $2,690,000,
excluding ATX Communications' cash flow.

                                       23
<PAGE>
                        CoreComm Limited and Subsidiaries

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 six
months ended June 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. We do not have any significant operations of
our own.

Three Months Ended June 30, 2002 and 2001

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

<TABLE>
<CAPTION>
                                                                 CoreComm Limited        CoreComm
                                         ATX Communications        without ATX          Limited and
                                          and Subsidiaries        Communications       Subsidiaries
                                           ---------------------------------------------------------

<S>                                        <C>                   <C>                   <C>
Revenues                                   $  73,126,000         $     117,000         $  73,243,000

Costs and expenses
Operating                                     57,662,000                  --              57,662,000
Selling, general and administrative           23,319,000                50,000            23,369,000
Corporate                                        812,000               814,000             1,626,000
Non-cash compensation                          3,234,000                  --               3,234,000
Other charges                                 33,366,000                  --              33,366,000
Asset impairments                                   --                    --                    --
Depreciation                                  11,567,000                34,000            11,601,000
Amortization                                  23,097,000                  --              23,097,000
                                           ---------------------------------------------------------
                                            (153,057,000)             (898,000)         (153,955,000)
                                           ---------------------------------------------------------
Operating loss                               (79,931,000)             (781,000)          (80,712,000)

Other income (expense)
Interest income and other, net                   656,000                24,000               680,000
Interest expense                              (7,383,000)           (4,848,000)          (12,231,000)
                                           ---------------------------------------------------------
Loss before income tax benefit               (86,658,000)           (5,605,000)          (92,263,000)
Income tax benefit                                33,000               134,000               167,000
                                           ---------------------------------------------------------
Net loss                                   $ (86,625,000)        $  (5,471,000)        $ (92,096,000)
                                           =========================================================
</TABLE>

As the table  above  indicates,  the  changes  between our results for the three
months ended June 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 June 30, 2002
and our operating  results  (excluding ATX  Communications  operations)  for the
three months ended June 30, 2001 are discussed herein.

                                       24
<PAGE>
                        CoreComm Limited and Subsidiaries

One of our subsidiaries  provides information  technology consulting and billing
services to an unaffiliated  wireless  company.  Revenues  increased to $143,000
from  $117,000  as a result of an increase  in these  services  during the three
months ended June 30, 2002.

Selling,  general and administrative expenses increased to $153,000 from $50,000
primarily  as a  result  of an  increase  in  providing  information  technology
consulting and billing  services during the three months ended June 30, 2002. In
the three  months  ended June 30,  2002,  selling,  general  and  administrative
expenses included $7,000 from our wholly-owned subsidiary, Fiberstream, Inc.

Corporate  expenses  included the costs of our officers and headquarters  staff,
the costs of  operating  the  headquarters  and  costs  incurred  for  strategic
planning and evaluation of business  opportunities.  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 June 30, 2002.
During  the three  months  ended June 30,  2001,  a  significant  portion of our
corporate expenses of $814,000 was due to our financing related activities.

Interest income and other, net, decreased to $12,000 from $24,000 primarily as a
result of declining cash balances.

Interest  expense of $5,671,000  and  $4,848,000 for the three months ended June
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  $134,000  in 2001 was for state and local  income tax
refunds.

                                       25
<PAGE>
                        CoreComm Limited and Subsidiaries

Six Months Ended June 30, 2002 and 2001

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

<TABLE>
<CAPTION>
                                                                CoreComm Limited         CoreComm
                                         ATX Communications        without ATX         Limited and
                                          and Subsidiaries       Communications        Subsidiaries
                                           ---------------------------------------------------------

<S>                                        <C>                   <C>                   <C>
Revenues                                   $ 145,937,000         $     243,000         $ 146,180,000

Costs and expenses
Operating                                    121,182,000                  --             121,182,000
Selling, general and administrative           54,114,000               854,000            54,968,000
Corporate                                      2,910,000             2,610,000             5,520,000
Non-cash compensation                          6,468,000                  --               6,468,000
Other charges                                 33,485,000                  --              33,485,000
Asset impairments                            167,599,000                  --             167,599,000
Depreciation                                  23,579,000                67,000            23,646,000
Amortization                                  54,606,000                 2,000            54,608,000
                                           ---------------------------------------------------------
                                            (463,943,000)            3,533,000           467,476,000
                                           ---------------------------------------------------------
Operating loss                              (318,006,000)           (3,290,000)         (321,296,000)

Other income (expense)
Interest income and other, net                 1,320,000               136,000             1,456,000
Interest expense                             (11,524,000)          (10,545,000)          (22,069,000)
                                           ---------------------------------------------------------
Loss before income tax benefit              (328,210,000)          (13,699,000)         (341,909,000)
Income tax benefit                                33,000               119,000               152,000
                                           ---------------------------------------------------------
Net loss                                   $(328,177,000)        $ (13,580,000)        $(341,757,000)
                                           =========================================================
</TABLE>

As the table above indicates, the changes between our results for the six months
ended June 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 six months  ended June 30, 2002 and our
operating results (excluding ATX  Communications  operations) for the six months
ended June 30, 2001 are discussed herein.

One of our subsidiaries  provides information  technology consulting and billing
services to an unaffiliated  wireless  company.  Revenues  increased to $251,000
from $243,000 as a result of an increase in these services during the six months
ended June 30, 2002.

Selling, general and administrative expenses decreased to $221,000 from $854,000
primarily  due to the  elimination  of costs  incurred  related to our financing
activities in 2001, 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.

                                       26
<PAGE>
                        CoreComm Limited and Subsidiaries

Corporate  expenses  included the costs of our officers and headquarters  staff,
the costs of  operating  the  headquarters  and  costs  incurred  for  strategic
planning and evaluation of business  opportunities.  In 2002, ATX Communications
incurs all corporate  expenses other than those  directly  related to us. We did
not incur any  corporate  expenses in the six months ended June 30, 2002. In the
six months ended June 30, 2001, a significant  portion of our corporate  expense
of $2,610,000 was due to our financing related activities.

Interest income and other,  net,  decreased to $19,000 from $136,000 as a result
of declining cash balances.

Interest  expense of $11,322,000  and  $10,545,000 for the six months ended June
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  $119,000  in 2001 was for state and local  income tax
refunds.

Recent Accounting Pronouncements

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>
                        CoreComm Limited and Subsidiaries

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  CoreComm  Limited 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>
                        CoreComm Limited and Subsidiaries

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.

                                             Interest Rate Sensitivity
                                                As of June 30, 2002
                                       Principal Amount by Expected Maturity
                                               Average Interest Rate

<TABLE>
<CAPTION>
                         For the
                           Six
                          Months
                          Ending                   For the Years Ending December 31,                               Fair Value
                        December 31,   ------------------------------------------------------------               -----------
                            2002         2003         2004         2005         2006     Thereafter     Total       6/30/02
                        -----------------------------------------------------------------------------------------------------

<S>                      <C>                       <C>            <C>                     <C>           <C>          <C>
Long-term debt,
  including current
  Portion

Fixed rate (1)           $ 4,358                   $      -       $     -                 $  105,679    $ 4,358      $ 11,179
Average interest rate      6.00%

<FN>
     (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.
</FN>
</TABLE>


     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>
                        CoreComm Limited and Subsidiaries

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is involved in various  disputes,  arising in the ordinary course of
its  business,  which may result in pending or  threatened  litigation.  None of
these  matters are expected to have a material  adverse  effect on the Company's
financial  position,  results of operations or cash flows.  However,  certain of
these  matters,  if resolved  unfavorably  to us, could have a material  adverse
effect  on  the  Company's  business,  financial  condition  and/or  results  of
operations:



   o  ATX Communications has received  correspondence  dated July 23, 2002, from
      Verizon's operating  subsidiary in Pennsylvania  asserting that Verizon is
      owed a total of  approximately  $12.6  million for  products  and services
      allegedly  purchased in that state and  threatening  to implement  account
      embargo and service suspension procedures if payment of the alleged amount
      is not received by August 23,  2002.  The July 23 letter also asserts that
      Verizon  has the right to  request a  security  deposit  under  applicable
      contracts and tariffs and demands  payment of such a deposit in the amount
      of  $5,650,000  by July 30, 2002.  ATX  Communications  has also  received
      correspondence  dated July 23, 2002 from Verizon's operating subsidiary in
      New Jersey  asserting the right to demand a security  deposit for products
      and services purchased in that state and demanding payment of a deposit of
      $2,700,000 by July 30, 2002. On August 1, 2002,  ATX  Communications  sent
      Verizon  formal  written  notice of its intent to pursue the collection of
      approximately $5 million in credits  associated with disputed charges that
      ATX  Communications  has withheld from payment as improperly billed. On or
      about  August 1, 2002,  while ATX  Communications  was  investigating  the
      claims  set forth in  Verizon's  letters  of July 23,  ATX  Communications
      received  correspondence  from  Verizon's  operating  subsidiaries  in New
      Jersey and Pennsylvania  asserting that ATX  Communications  had failed to
      pay  undisputed  amounts on a timely  basis and the  security  deposits as
      requested,  and stating that Verizon  intends to terminate its  agreements
      with ATX  Communications  and  discontinue  the  provision of services and
      products in those  states after August 31,  2002.  ATX  Communications  is
      reviewing  Verizon's  claims  concerning  the  amounts  allegedly  owed in
      Pennsylvania  and intends to pay all  undisputed  charges on or before the
      August 23 embargo deadline. ATX Communications is also reviewing Verizon's
      demands  for  a  security  deposit  and  termination   threats,  but  upon
      preliminary  investigation ATX  Communications  believes that Verizon does
      not have the right to make the deposit demands and termination threats set
      forth in its letters.  ATX  Communications  intends to pursue all remedies
      available to it and defend itself vigorously. However, it is not presently
      possible to predict how these matters will be resolved.

      On August 13, 2002,  Verizon and other  subsidiaries  filed a complaint in
      the United States District Court for the District of Delaware  against ATX
      Communications and other subsidiaries seeking payment of approximately $37
      million  allegedly owed to Verizon under various contracts between Verizon
      and ATX  Communications  and its  subsidiaries and under state and federal
      law.  While  ATX  Communications  has not  yet  fully  assessed  Verizon's
      complaint, ATX Communications believes that it has meritorious defenses to
      the complaint,  and further,  that the amounts owed are substantially less
      than the amount  claimed by Verizon.  For  example,  we believe the figure
      specified in the complaint  includes  significant  amounts of disputes for
      which Verizon owes credits to ATX Communications, as well as payments that
      were made by ATX  Communications  in the ordinary course of business.  ATX
      Communications  intends to pursue all remedies  available to it and defend
      itself vigorously.  However,  ATX Communications  cannot be certain how or
      when the matter will be resolved or the outcome of the litigation.

                                       30
<PAGE>
                        CoreComm Limited and Subsidiaries

      On March 7, 2002, CoreComm  Massachusetts,  Inc., an indirect wholly-owned
      subsidiary of the Company initiated litigation against Verizon New England
      d/b/a Verizon Massachusetts in the Suffolk Superior Court,  Massachusetts,
      alleging breach of contract and seeking a temporary  restraining  order to
      prevent  Verizon  Massachusetts  from suspending  CoreComm  Massachusetts'
      ability to order new  products  and  services  for  failure to pay various
      amounts  allegedly owed under the parties'  interconnection  agreement and
      Verizon's  tariffs in that  state.  On March 13,  2002,  the court  denied
      CoreComm's request for a temporary restraining order and Verizon proceeded
      to implement the threatened  service  embargo.  On April 1, 2002,  Verizon
      filed its answer to CoreComm's  complaint and filed counterclaims  seeking
      payment  of  approximately   $1.2  million   allegedly  owed  by  CoreComm
      Massachusetts under the agreement and tariffs. On April 10, 2002, CoreComm
      Massachusetts  filed an answer denying  Verizon's  claims. On or about May
      20, 2002,  Verizon served CoreComm  Massachusetts  with motion for summary
      judgment in an effort to secure payment without further litigation.  On or
      about June 10, 2002,  CoreComm  Massachusetts  submitted its opposition to
      Verizon's motion for summary judgment asserting various defenses including
      that the amount being sought by Verizon includes  hundreds of thousands of
      dollars of charges that are not  attributable to ATX  Communications.  The
      parties are currently waiting for the court to rule on the pending summary
      judgment motion.  CoreComm  Massachusetts believes that it will prevail on
      its opposition to Verizon's motion for summary  judgment,  and the company
      intends to pursue all available  claims and defenses.  However,  it is not
      presently  possible to predict how these  matters  will be  resolved.  ATX
      Communications  does not believe that the service  embargo  affecting  its
      subsidiary in  Massachusetts  will have a material  adverse  affect on the
      it's business, financial condition and/or results of operations.

   o  CoreComm  Newco,  Inc.,  an  indirect,   wholly-owned  subsidiary  of  the
      Company's  parent  corporation,  ATX  Communications  (formerly  known  as
      CoreComm Holdco,  Inc.), 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  orders.  Ameritech has appealed that order to the
      PUCO and the 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 the
      Company  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 and

                                       31
<PAGE>
                        CoreComm Limited and Subsidiaries

      these items are now pending before the court for disposition.  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
      and misrepresentation claims against all counter-defendants.

      ATX Communications  believes that CoreComm Newco has meritorious  defenses
      to Ameritech's amended complaint, and that the amount currently in dispute
      is substantially less than the $14,400,000  claimed in Ameritech's amended
      complaint. For example, the figure specified in Ameritech's complaint does
      not  account  for (a) more than $5.2  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, ATX
      Communications  cannot be certain how or when the matter will be resolved.
      ATX  Communications  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.  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 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  complaint,  plaintiffs
      filed a reply and the court has  established  a  schedule  for  additional
      briefing on the matter to be followed by oral  argument in late  September
      2002.  Concurrently,  on April 12, 2002, GECC filed a second  complaint in
      the  Circuit  Court  of  Cook  County,   Illinois  against  MegsINet,  ATX
      Communications  and the Company  seeking a court order allowing it to take
      repossession  of its  alleged  equipment.  After a hearing  on the  matter
      following defendants' opposition,  GECC withdrew its complaint and filed a
      new  action  on May 3,  2002,  in an  effort  to  supply  the  court  with
      additional  information  regarding  its alleged  rights to the  equipment.
      Defendant's response to dismiss the May 3, 2003 complaint was filed on May
      29, 2002 asking the court to dismiss plaintiff's complaint and that matter
      remains  pending.  Concurrently,  the parties have been directed to submit
      proposed  findings of fact and  conclusions  of law on the claims  against
      MegsINet by August 23, 2002 with a decision to be rendered by the court by
      September  4,  2002.  Defendants  intend to defend  themselves  vigorously
      against both  complaints 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,  Inc. 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


                                       32
<PAGE>
                        CoreComm Limited and Subsidiaries

      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 March 1, 2002,  Easton Telecom  Services,  LLC.,  referred to as Easton
      LLC,  initiated  litigation  in the  Northern  District  of  Ohio  against
      CoreComm   Internet   Group,   Inc.,   an  indirect   subsidiary   of  ATX
      Communications,  asserting  that  Easton  LLC is the  assignee  of several
      rights of Easton  Telecom  Services,  Inc.,  referred to as Easton,  Inc.,
      under an  asset  purchase  agreement  approved  as part of the  bankruptcy
      disposition of Teligent, Inc., and demanding payment of approximately $4.9
      million,  primarily in respect of alleged early termination penalties, for
      telecommunications  services  purportedly provided under alleged contracts
      between Easton and MegsINet, Inc.. Subsequently, on April 18, 2002, Easton
      filed an amended complaint in the  above-referenced  matter naming Voyager
      Information Networks,  Inc., an indirect subsidiary of ATX Communications,
      as an  additional  defendant  and  increasing  the  amount in  dispute  to
      approximately $5.1 million. On May 7, 2002, defendants' filed their answer
      denying  Easton  LLC's  allegations  and  asserting   multiple   defenses,
      including  defenses  challenging the validity of the alleged contracts and
      plaintiffs claims as to alleged damages. On July 8, 2002,  plaintiff filed
      a  motion  for  partial  summary   judgment  on  defendants'   claim  that
      approximately   $4  million  of  the  amount  at  issue   constitutes   an
      unenforceable  penalty  that must be dismissed by the court as a matter of
      law, and  defendants  filed an opposition to that motion on July 29, 2002.
      Defendants  intend to file a cross-motion for summary  judgment  declaring
      that the $4 million  penalty is void as a matter of law,  and will  defend
      themselves  vigorously  and pursue  all  available  claims  and  defenses.
      However,  it is  impossible  at this time to predict  the  outcome of this
      litigation.

   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 a
      petition  for review of a  decision  by a lower  administrative  authority
      relating to the ATX  Communications'  alleged  liability for sales and use
      tax for the period  September 1, 1997  through July 31, 2000.  Pursuant to
      the June 7 order, ATX  Communications  has been assessed sales and use tax
      for the period at issue in the amount of  $631,429.  On July 8, 2002,  ATX
      Communications  filed a petition  for review of the  board's  order in the
      Commonwealth  Court of  Pennsylvania  seeking a further  reduction  of the
      assessment.  ATX Communications  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.

                                       33
<PAGE>
                        CoreComm Limited and Subsidiaries

   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 October 9, 2001,  Enavis Networks,  Inc. filed an action in the Circuit
      Court of Pinellas  County,  Florida  against the  Company  asserting  that
      Enavis is owed  approximately  $420,000  relating to the alleged  sale and
      installation of telecommunications  equipment by Enavis. The Company filed
      a motion to dismiss this action for lack of personal jurisdiction over the
      Company in Florida and this motion is still  pending.  Upon  resolution of
      the motion to dismiss in Florida and assuming that the matter  proceeds in
      litigation,  the  Company  intends to defend this  action  vigorously  and
      assert  counterclaims  against  Enavis  arising  from  Enavis'  failure to
      provide equipment complying with CoreComm's specifications.

   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

Since March 31, 2001, the Company has failed to declare  dividends on any series
of preferred  stock.  Thus,  no quarterly  dividends  have been paid on the 8.5%
Senior Convertible Preferred Stock, Series A (the "Series A Preferred"),  or the
Company's Series B Senior Convertible  Exchangeable Preferred Stock (the "Series
B  Preferred")  since  December  31,  2000.  The total  arrearage  on the unpaid
dividends on the Series A Preferred  is equal to $5.7  million  which would have
been  payable  either in the form of  additional  shares of  preferred or common
stock, at the Company's  option;  the total arrearage on the unpaid dividends on
the Series B Preferred is equal to $18.2 million,  which would have been payable
either in the form of common stock or cash, at the Company's option.  The unpaid
dividends on each class of preferred  stock continue to accrue until paid. As of
June 30, 2002, securities are currently held by ATX Communications.

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, 2002 interest  payment
on the  outstanding  6%  Convertible  Subordinated  Notes  has not been paid and
CoreComm Limited is in default under the these notes.

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.

                                       34
<PAGE>
                        CoreComm Limited and Subsidiaries

   (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.
            10.1  Employment  Agreement  between ATX  Communications,  Inc.  and
                  Thomas J. Gravina effective as of January 1, 2002.
            10.2  Employment  Agreement  between ATX  Communications,  Inc.  and
                  Michael A. Peterson effective as of January 1, 2002.
            99.1  Certification  of CEO and CFO  Pursuant  to 18 U.S.C.  Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002


      (b)   Reports on Form 8-K.

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

            (i)   Report  dated  April 1,  2002,  reporting  under Item 5, Other
                  Events,   that  CoreComm   Limited   issued  a  press  release
                  announcing  its  earnings  for  the  quarter  and  year  ended
                  December 31, 2001.
            (ii)  Report  dated  April  15,  2002,   reporting   under  Item  9,
                  Regulation FD Disclosure, that CoreComm issued a press release
                  announcing that it has extended its  relationship  with Public
                  Financial Management ("PFM") for the third consecutive term as
                  the company's telecommunications provider of choice.
            (iii) Report  dated  April  17,  2002,   reporting   under  Item  9,
                  Regulation FD Disclosure, that CoreComm issued a press release
                  announcing that ATX  Communications  had filed an amendment to
                  its Form S-4 Registration Statement, which includes an amended
                  exchange offer prospectus, with the SEC.

                                       35
<PAGE>
                        CoreComm Limited and Subsidiaries

            (iv)  Report  dated  April  18,  2002,   reporting   under  Item  9,
                  Regulation FD Disclosure, that CoreComm issued a press release
                  announcing that it has recently established relationships with
                  several notable  businesses  throughout the  Mid-Atlantic  and
                  Midwest regions.
            (v)   Report dated May 1, 2002,  reporting  under Item 9, Regulation
                  FD Disclosure, that CoreComm issued a press release announcing
                  that  CoreComm  has signed a  five-year  agreement  to provide
                  dedicated   Internet  access  to  Vault9,  a  Managed  Service
                  Provider in the Greater Toledo, Ohio market.
            (vi)  Report dated May 10, 2002,  reporting under Item 9, Regulation
                  FD Disclosure, that CoreComm issued a press release announcing
                  the extension of the expiration date of the registered  public
                  exchange offers by ATX Communications until 12:00 Midnight New
                  York City time,  on May 21,  2002,  unless ATX  Communications
                  terminates the exchange offer or extends the expiration date.
            (vii) Report dated May 15, 2002,  reporting under Item 9, Regulation
                  FD Disclosure, that CoreComm issued a press release announcing
                  their operating results for the quarter ended March 31, 2002.
            (viii)Report dated May 21, 2002,  reporting under Item 9, Regulation
                  FD Disclosure, that CoreComm issued a press release announcing
                  the extension of the expiration date of the registered  public
                  exchange offers by ATX Communications until 5:00 P.M. New York
                  City  time,  on  May  28,  2002,  unless  ATX   Communications
                  terminates the exchange offer or extends the expiration date.
            (ix)  Report dated May 22, 2002,  reporting under Item 9, Regulation
                  FD Disclosure, that CoreComm issued a press release announcing
                  that it had received notice of a Nasdaq Staff Determination on
                  May 16, 2002,  indicating that the common stock of the Company
                  is  subject  to  delisting  from the  Nasdaq  National  Market
                  because the  Company  did not comply  with the minimum  market
                  value of  publicly  held  shares  requirements  for  continued
                  listing.  The Company is filing a request for a hearing before
                  a Nasdaq  Listing  Qualifications  Panel to review  the Nasdaq
                  Staff Determination.  Under Nasdaq rules pending a decision by
                  the Panel,  the common stock of the Company  will  continue to
                  trade on the Nasdaq National Market.
            (x)   Report dated May 28, 2002,  reporting under Item 9, Regulation
                  FD Disclosure, that CoreComm issued a press release announcing
                  the extension of the expiration date of the registered  public
                  exchange offers by ATX Communications until 5:00 P.M. New York
                  City  time,  on  June  3,  2002,  unless  ATX   Communications
                  terminates the exchange offer or extends the expiration date.
            (xi)  Report dated June 3, 2002,  reporting under Item 9, Regulation
                  FD Disclosure, that CoreComm issued a press release announcing
                  the extension of the expiration date of the registered  public
                  exchange offers by ATX Communications until midnight, New York
                  City  time,  on  June  12,  2002,  unless  ATX  Communications
                  terminates the exchange offer or extends the expiration date.

                                       36
<PAGE>
                        CoreComm Limited and Subsidiaries

            (xii) Report dated June 12, 2002, reporting under Item 9, Regulation
                  FD Disclosure, that CoreComm issued a press release announcing
                  the extension of the expiration date of the registered  public
                  exchange  offers by ATX  Communications  until 5 pm,  New York
                  City  time,  on  June  21,  2002,  unless  ATX  Communications
                  terminates the exchange offer or extends the expiration date.
            (xiii)Report   dated  June  24,  2002,   reporting   under  Item  9,
                  Regulation FD Disclosure, that CoreComm issued a press release
                  announcing  the  extension  of  the  expiration  date  of  the
                  registered public exchange offers by ATX Communications  until
                  5 pm,  New  York  City  time  on June  26,  2002,  unless  ATX
                  Communications  terminates  the exchange  offer or extends the
                  expiration date
            (xiv) Report dated June 26, 2002, reporting under Item 9, Regulation
                  FD Disclosure, that CoreComm issued a press release announcing
                  the extension of the expiration date of the registered  public
                  exchange  offers by ATX  Communications  until Noon,  New York
                  City  time,  on  July  1,  2002,  unless  ATX   Communications
                  terminates the exchange offer or extends the expiration date.

No financial statements were filed with these reports.




                                       37

<PAGE>
                        CoreComm Limited and Subsidiaries

                                   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.



                                          CORECOMM LIMITED



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



Date:   August 14, 2002                    By: /s/ Gregg N. Gorelick
                                               --------------------------
                                               Gregg N. Gorelick
                                               Senior Vice President-Controller
                                               and Treasurer
                                               (Principal Accounting Officer)

                                       38