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

                                    FORM 10-Q

(MARK ONE)
     |X|  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 OF  THE  SECURITIES
          EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2005

                                       OR

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

                FOR THE TRANSITION PERIOD FROM ______ TO _______

                        COMMISSION FILE NUMBER 333-123383

                         ______________________________

                                HORIZON PCS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

               DELAWARE                                  31-1707839
    (State or other jurisdiction            (I.R.S. Employer Identification No.)
   of incorporation or Organization)

     68 MAIN STREET, CHILLICOTHE, OH                     45601-0480
(Address of Principal Executive Offices)                 (Zip 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 |_| No |X|

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes |X| No |_|

     As of May 16, 2005,  there were 9,013,317  shares of common stock,  $0.0001
par value per share, outstanding.



<PAGE>



                                   HORIZON PCS
                                    FORM 10-Q
                              FIRST QUARTER REPORT

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>     <C>           <C>                                                                 <C>
                                                                                          Page
                                                                                          ----

PART I FINANCIAL INFORMATION

       ITEM 1.       Financial Statements....................................................1

       ITEM 2.       Management's Discussion and Analysis of Financial Condition
                     and Results of Operations..............................................15

       ITEM 3.       Quantitative and Qualitative Disclosures About Market Risk.............23

       ITEM 4.       Controls and Procedures................................................24

PART II       OTHER INFORMATION

       ITEM 1.       Legal Proceedings......................................................26

       ITEM 2.       Changes in Securities and Use of Proceeds..............................26

       ITEM 3.       Defaults Upon Senior Securities........................................26

       ITEM 4.       Submission of Matters to a Vote of Security Holders....................26

       ITEM 5.       Other Information......................................................26

       ITEM 6.       Exhibits...............................................................26
</TABLE>

     Horizon  PCS,  Inc.  ("Horizon  PCS") is the issuer of 11 3/8% Senior Notes
("senior  notes") due July 15, 2012. The senior notes are subject to an Form S-4
registration   statement  that  was  filed  with  the  Securities  and  Exchange
Commission  ("SEC")  on March 17,  2005,  and  amended  on April 28,  2005.  The
Co-Registrants  are Horizon  Personal  Communications,  Inc.  ("HPC") and Bright
Personal  Communications  Services,  LLC  ("Bright  PCS"),   collectively,   the
"Operating Companies," which are wholly-owned  subsidiaries of Horizon PCS. Each
of the Operating Companies has provided a full, unconditional, joint and several
guaranty of Horizon PCS' obligations under the indenture  relating to the senior
notes.  Horizon  PCS has no  operations  separate  from  its  investment  in the
Operating  Companies.  Pursuant to Rule 12h-5 of the Securities  Exchange Act of
1934, no separate  financial  statements  and other  disclosures  concerning the
Operating  Companies other than narrative  disclosures set forth in the Notes to
the Interim  Consolidated  Financial  Statements have been presented  herein. As
used herein and except as the context  otherwise  may  require,  the  "Company,"
"we," "us," "our" or "Horizon  PCS" means,  collectively,  Horizon PCS, Inc. and
the Operating Companies.




<PAGE>


HORIZON PCS, INC.

Consolidated Balance Sheets
As of March 31, 2005, and December 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                               <C>                     <C>
                                                                      Successor               Successor
                                                                       Company                 Company
                                                                  ----------------        ----------------
                                                                      March 31,              December 31,
                                                                         2005                    2004
                                                                  ----------------        ----------------
ASSETS                                                               (unaudited)              (audited)
Current assets:
  Cash and cash equivalents                                        $  50,380,262           $  55,540,540
  Accounts receivable, net of allowance for doubtful accounts
    of $777,692 and $996,051, respectively                             9,325,386              10,353,496
  Equipment inventory                                                    403,698                 387,967
  Prepaid expenses and other current assets                            1,140,788               1,703,024
                                                                  ----------------        ----------------
        Total current assets                                          61,250,134              67,985,027
Other assets:
  Debt issuance costs, net of amortization                             3,940,388               4,071,734
  Deferred activation expense and other assets                           723,499                 443,914
  Intangible assets, net                                             102,514,282             111,432,516
                                                                  ----------------        ----------------
        Total other assets                                           107,178,169             115,948,164
  Property and equipment, net                                         91,900,257             106,258,330
                                                                  ----------------        ----------------
        Total assets                                               $ 260,328,560           $ 290,191,521
                                                                  ==+=============        ================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                 $   3,080,348           $   4,690,792
  Accrued liabilities                                                  1,300,850               1,267,038
  Accrued interest                                                     3,041,233               6,437,934
  Accrued real estate, personal property and other taxes               6,036,284               6,360,404
  Payable to Sprint                                                    3,529,270               5,063,351
  Deferred service revenue                                             3,949,869               3,938,128
                                                                  ----------------        ----------------
        Total current liabilities                                     20,937,854              27,757,647

Long-term liabilities:
  Long-term debt                                                     125,000,000             125,000,000
  Other long-term                                                      3,864,870               3,961,136
  Deferred activation revenue                                            558,434                 278,848
                                                                  ----------------        ----------------
        Total long-term liabilities                                  129,423,304             129,239,984
                                                                  ----------------        ----------------
        Total liabilities                                            150,361,158             156,997,631
                                                                  ----------------        ----------------

Stockholders' equity:
  Preferred stock, $0.0001 par value. Authorized 10,000,000
    shares, none issued or outstanding                                         -                       -
  Common stock, $0.0001 par value. Authorized 25,000,000
    shares, 9,013,317 issued and outstanding at March 31, 2005 and
    8,909,568 issued and outstanding at December 31, 2004                    901                     891
  Additional paid-in capital                                         158,070,289             157,234,756
  Accumulated deficit                                                (48,103,788)            (24,041,757)
                                                                  ----------------        ----------------
        Total stockholders' equity                                   109,967,402             133,193,890
                                                                  ----------------        ----------------
        Total liabilities and stockholders' equity                 $ 260,328,560           $ 290,191,521
                                                                  ================        ================


 The accompanying notes are an integral part of these consolidated financial statements
</TABLE>

                                       1
<PAGE>



HORIZON PCS, INC.

Consolidated Statements of Operations
For the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------


                                        2


<TABLE>
<CAPTION>
<S>                                         <C>                        <C>
                                                  Successor               Predecessor
                                                   Company                  Company
                                            --------------------       --------------------
                                            For the Three Months       For the Three Months
                                                   Ended                      Ended
                                                March 31, 2005            March 31, 2004
                                            --------------------       --------------------
Operating revenues:
  Subscriber revenues                        $    27,730,982            $    45,658,557
  Roaming revenues                                15,216,495                 16,241,595
  Equipment revenues                               1,063,379                  1,275,362
                                            --------------------       --------------------
      Total operating revenues                    44,010,856                 63,175,514
                                            --------------------       --------------------

Operating expenses:
  Cost of service (exclusive of items
    shown below)                                  23,703,411                 44,055,153
  Cost of equipment                                2,073,233                  1,734,049
  Selling and marketing                            5,702,086                  6,614,123
  General and administrative (exclusive
    of items shown below)                          7,620,115                  8,128,787
  Reorganization expense                                   -                  5,520,401
  Non-cash compensation (For the three
    months ended March 31, 2005, $67,648
    related to cost of service, $84,559
    related to selling and marketing,
    and $683,336 related to general
    and administrative)                              835,543                     48,348
  Depreciation and amortization                   25,565,966                  8,189,322
  Gain on sale of subscribers                       (720,317)                         -
                                            --------------------       --------------------
      Total operating expenses                    64,780,037                 74,290,183
                                            --------------------       --------------------

      Operating  loss                            (20,769,181)               (11,114,669)

Interest income and other, net                       273,644                    148,621
  Interest expense, net of capitalized
    interest                                      (3,566,494)                (2,065,149)
                                            --------------------       --------------------
      Loss before income tax benefit             (24,062,031)               (13,031,197)
Income tax benefit                                         -                          -
                                            --------------------       --------------------
      Net loss                                   (24,062,031)               (13,031,197)
Preferred stock dividend                                   -                 (3,309,519)
                                            --------------------       --------------------
      Net loss attributable to common
        shareholders                         $   (24,062,031)           $   (16,340,716)
                                            ====================       ====================

Basic and diluted loss per share
  attributed to common stockholders          $         (2.70)
                                            ====================
Weighted-average common shares
outstanding                                        8,915,952
                                            ====================


 The accompanying notes are an integral part of these consolidated financial statements
</TABLE>

                                       2

<PAGE>

HORIZON PCS, INC.

Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                <C>                   <C>

                                                      Successor           Predecessor
                                                       Company              Company
                                                   ----------------      ----------------
                                                     For the Three        For the Three
                                                      Months Ended         Months Ended
                                                     March 31, 2005       March 31, 2004
                                                   ----------------      ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                          $  (24,062,031)       $  (13,031,197)
                                                   ----------------      ----------------
Adjustments to reconcile net income (loss) to
  net cash provided by (used in) operating
  activities:
  Depreciation and amortization                         25,565,966             8,189,322
  Non-cash compensation expense                            835,543                48,348
  Non-cash interest expense                                131,346                     -
  Gain on sale of subscribers                             (720,317)                    -
  Bad debt expense                                       1,073,437             1,533,761
  Loss on disposal of assets                                     -                     -
  Change in:
    Accounts receivable                                    (45,327)           (3,521,251)
    Equipment inventory                                    (15,731)             (211,814)
    Interest receivable and other                          562,235            (1,117,548)
    Accounts payable                                    (1,610,444)            3,594,705
    Accrued liabilities and deferred
      service revenue                                   (3,675,268)              495,358
    Liabilities subject to compromise                            -              (309,205)
    Payable to Sprint                                   (1,534,081)             (400,572)
    Other assets and liabilities, net                      (96,265)             (117,586)
                                                   ----------------      ----------------
       Total adjustments                                20,471,094             8,183,518
                                                   ----------------      ----------------
       Net cash flows from operating activities         (3,590,937)           (4,847,679)
                                                   ----------------      ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, net                             (2,298,175)             (473,857)
  Proceeds from the sale of property
    and equipment                                            8,517                     -
  Proceeds from sale of subscribers, net                   720,317                     -
                                                   ----------------      ----------------
       Net cash flows from investing
         activities                                     (1,569,341)             (473,857)
                                                   ----------------      ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Exercise of stock options                                      -                    -
  Notes payable - borrowings                                     -                    -
  Notes payable - repayments                                     -                    -
                                                   ----------------      ----------------
       Net cash flows from financing
         activities                                              -                    -
                                                   ----------------      ----------------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                           (5,160,278)           (5,321,536)
CASH AND CASH EQUIVALENTS, BEGINNING                    55,540,540            70,651,046
                                                   ----------------      ----------------
CASH AND CASH EQUIVALENTS, ENDING                   $   50,380,262        $   65,329,510
                                                   ================      ================


 The accompanying notes are an integral part of these consolidated financial statements

</TABLE>
                                       3
<PAGE>


HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2005 and December 31, 2004,
And for the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------

NOTE 1 - BUSINESS AND BASIS OF PRESENTATION

     The Company primarily  provides wireless personal  communications  services
("PCS") as a PCS  affiliate  of Sprint.  The  Company  entered  into  management
agreements  with Sprint  during  1998 and 1999.  These  agreements,  as amended,
provide the Company with the exclusive right to build, own and manage a wireless
voice and data services network under the Sprint PCS brand in eleven  contiguous
states located between Sprint's  Chicago,  New York and Knoxville  markets which
connect  or are  adjacent  to  twelve  major  Sprint  markets.  The  term of the
agreements is twenty years with three successive ten-year renewal periods unless
terminated  by  either  party  under  provisions   outlined  in  the  management
agreements.  The management agreements include  indemnification  clauses between
the Company and Sprint to  indemnify  each party  against  claims  arising  from
violations  of  laws  or  the  management  agreements,  other  than  liabilities
resulting  from  negligence  or willful  misconduct  of the party  seeking to be
indemnified.

     In  accordance  with  Statement of Position  90-7,  Financial  Reporting by
Entities in Reorganization  Under the Bankruptcy Code ("SOP 90-7"),  the Company
adopted fresh-start accounting for financial reporting purposes as of October 1,
2004,  and the Company's  emergence  from Chapter 11 resulted in a new reporting
entity  (Note 2). The  periods as of and prior to  September  30, 2004 have been
designated  "Predecessor  Company" and the periods  subsequent  to September 30,
2004 have been designated "Successor Company". Under fresh-start accounting, the
reorganization  value of the Company was  allocated to the assets based on their
respective  fair  values  and was in  conformity  with  Statement  of  Financial
Accounting  Standards  ("SFAS") No. 141,  Business  Combinations.  Each existing
liability  was stated at present  value of the amount to be paid. As a result of
the implementation of fresh-start  accounting,  the financial  statements of the
Company after the effective date are not  comparable to the Company's  financial
statements for prior periods.

     The  results  of  operations  for the  periods  shown  are not  necessarily
indicative  of the results to be expected for the fiscal year. In the opinion of
management,  the information contained herein reflects all adjustments necessary
to make a fair  statement  of the results for the  periods  presented.  All such
adjustments  are  of a  normal  recurring  nature.  The  consolidated  financial
statements  included  herein  include the accounts of Horizon PCS,  Inc. and its
subsidiaries,   Horizon  Personal  Communications,   Inc.  and  Bright  Personal
Communications  Services  LLC.  The results as of, and for the  periods  ending,
March 31,  2005 and 2004 are  unaudited.  The  financial  information  presented
herein should be read in  conjunction  with the Company's Form 10-K for the year
ended  December  31,  2004,  which  includes  information  and  disclosures  not
presented herein.

NOTE 2 - BANKRUPTCY

     On August 15, 2003,  Horizon  PCS,  Inc.  and its  operating  subsidiaries,
Horizon  Personal  Communications,   Inc.  and  Bright  Personal  Communications
Services LLC (collectively the "Debtors"),  filed voluntary petitions for relief
under Chapter 11 of Title 11 of the United States Code (the  "Bankruptcy  Code")
in the United  States  Bankruptcy  Court for the Southern  District of Ohio (the
"Bankruptcy  Court").  The Debtors  continued  to manage  their  properties  and
operate   their   businesses   in   the   ordinary   course   of   business   as
"debtors-in-possession"  subject to the supervision and orders of the Bankruptcy
Court pursuant to Sections  1107(a) and 1108 of the Bankruptcy Code, in Case No.
03-62424  (the  "Bankruptcy  Case").  On June 27,  2004,  the Company  filed its
Reorganization  Plan with the  Bankruptcy  Court.  On September  21,  2004,  the
Bankruptcy  Court  approved  the  Plan  of  Reorganization  that  satisfies  the
requirements  of  the  Bankruptcy   Code.  On  October  1,  2004,  the  Plan  of
Reorganization became effective.

     Significant  terms  of the Plan of  Reorganization  are as  follows:

     o    All common and  preferred  equity shares of the Debtors (and all stock
          options and warrants)  were  cancelled;


                                       4
<PAGE>
HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2005 and December 31, 2004,
And for the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------



     o    The senior  secured  debt was paid in full;
     o    All  pre-petition  debt  securities  of the Debtors  were  settled and
          cancelled;
     o    Unexpired  leases and executory  contracts of the Debtors were assumed
          or rejected;
     o    Approximately  8.8 million  shares of new common  stock were issued to
          settle claims of bond holders,  and  approximately  0.2 million shares
          were  issued to settle the claims of general  unsecured  creditors;
     o    Five new directors were appointed to the Company's Board of Directors.

     SOP 90-7 also requires  separate  reporting of certain  expenses,  realized
gains and losses and provisions  for losses related to the bankruptcy  filing as
reorganization items.  Reorganization items for the three months ended March 31,
2004 includes approximately $300,000 of key employee retention plan payments and
$5.2 million of professional fees.

NOTE 3 - MERGER AGREEMENT WITH IPCS, INC.

     On March 17, 2005, the Company entered into an Agreement and Plan of Merger
with iPCS, Inc. ("iPCS"), another PCS affiliate of Sprint, pursuant to which the
Company will be merged with and into iPCS.  Pursuant to the merger,  each issued
and  outstanding  share of the  Company's  common stock will be  converted  into
0.7725  shares  of common  stock of iPCS,  subject  to  adjustment  for  certain
increases  or decreases  in the  outstanding  number of shares of Horizon PCS or
iPCS,  unless  the holder  exercises  its  appraisal  rights  under the  General
Corporation  Law of the State of Delaware.  Outstanding  options to purchase the
Company's  common stock will be converted into options to purchase  common stock
of iPCS.  The new  options  will have the same terms and  conditions  as the old
options,  except  that the number of shares of iPCS  common  stock for which the
options may be exercised and the exercise price of such options will be adjusted
based  upon the  exchange  ratio.  For  accounting  purposes,  iPCS  will be the
acquiror.

     If the merger is  consummated,  the board of directors of iPCS will consist
of three members of the Company's board of directors, three members of the board
of directors of iPCS and Timothy M. Yager,  currently chief executive officer of
iPCS.

     The merger agreement  contains certain  termination  rights for the Company
and iPCS,  including  if the  Company  or iPCS  receive  and decide to accept an
unsolicited,  superior offer. The merger agreement  further provides that in the
event of termination of the merger  agreement under certain  circumstances,  the
Company  and iPCS may be  required  to pay the other a  termination  fee of $7.0
million.

     If the merger is  consummated,  the senior notes of the Company will become
the direct obligations of iPCS.

     In April 2005,  the Federal  Trade  Commission  consented  to the merger by
granting early  termination  of the waiting  period under the  Hart-Scott-Rodino
Antitrust  Improvements  Act of 1976.  In May 2005,  the Federal  Communications
Commission ("FCC") consented to the merger. The merger is subject to approval by
the  holders of a majority of the  Company's  common  stock and  approval by the
holders of a majority of iPCS common stock. For more  information  regarding the
merger,  see Amendment No. 1 to the registration  statement on Form S-4 as filed
by iPCS on May 11, 2005.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION AND USE OF ESTIMATES

     The consolidated  financial  statements include the financial statements of
Horizon  PCS,  Inc.  (the  "Company")  and its wholly  owned  subsidiaries.  All
significant intercompany balances and transactions have been eliminated.


                                       5
<PAGE>
HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2005 and December 31, 2004,
And for the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------


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

PROPERTY AND EQUIPMENT

    Property and equipment, including improvements that extend useful lives, are
stated at cost or allocated  fair values  determined in  fresh-start  reporting,
while   maintenance   and  repairs  are  charged  to   operations  as  incurred.
Construction  work in progress  includes  expenditures  for  capital  equipment,
construction  and items such as direct payroll and related benefits and interest
capitalized during  construction.  The Company capitalizes  interest pursuant to
SFAS No. 34,  Capitalization of Interest Cost. The Company capitalized  interest
of  approximately  $120,000  for the  three  months  ended  March 31,  2005.  In
addition,  the Company capitalized labor costs of approximately  $44,000 for the
three months ended March 31, 2005.  The  Predecessor  Company did not capitalize
interest or labor for the three months ended March 31, 2004.

REVENUE RECOGNITION

    The Company recognizes  revenues when persuasive  evidence of an arrangement
exists,  services  have  been  rendered,  the  price  to the  buyer  is fixed or
determinable,  and collectibility is reasonably assured.  The Company recognizes
service  revenue from the  Company's  subscribers  as they use the service.  The
Company pro-rates monthly subscriber revenue over the billing period and records
airtime  usage  in  excess  of the  pre-subscribed  usage  plan.  The  Company's
subscribers  pay an  activation  fee when they  initiate  service.  The  Company
reduces  recorded  service  revenue for billing  adjustments.  Effective July 1,
2003, The Company  adopted EITF No. 00-21,  Accounting for Revenue  Arrangements
with  Multiple  Deliverables.   This  EITF  guidance  addresses  accounting  for
arrangements that involve multiple  revenue-generating  activities.  In applying
this guidance,  separate contracts with the same party,  entered into at or near
the  same  time,  will  be  presumed  to  be  a  bundled  transaction,  and  the
consideration  will be  measured  and  allocated  to the  separate  units of the
arrangement based on their relative fair values.  The guidance in EITF No. 00-21
became effective for revenue  arrangements  entered into for quarters  beginning
after June 15, 2003.  The Company  elected to apply this guidance  prospectively
from July 1, 2003. Prior to the adoption of EITF No. 00-21, under the provisions
of SAB No.101, the Company accounted for the sale of its handsets and subsequent
service to the  customer as a single unit of  accounting  because the  Company's
wireless service is essential to the  functionality  of the Company's  handsets.
Accordingly,  the Company deferred all activation fee revenue and its associated
direct costs and amortized these revenues and costs over the average life of the
Company's  subscribers,  which the Company estimates to be 24 months. Under EITF
No.  00-21,  the Company no longer needs to consider  whether  customers can use
their handsets without the Company's  wireless service provided to them. Because
the Company meets the criteria  stipulated  in EITF No.  00-21,  the adoption of
EITF No. 00-21  requires the Company to account for the sale of the handset as a
separate unit of accounting  from the subsequent  service to the customer.  With
the  adoption  of EITF No.  00-21,  the Company now  recognizes  activation  fee
revenue  generated  from the Company's  retail stores as equipment  revenue.  In
addition,  the Company recognizes the portion of the direct activation fee costs
related to the handsets sold in the Company's retail stores.  Subsequent to July
1, 2003,  the Company has  continued to apply the  provisions of SAB No. 101 and
have  deferred  and  amortized  activation  fee revenue and costs  generated  by
subscribers activated other than through the Company's retail stores.

    The  Company   participates   in  the  Sprint  PCS   national  and  regional
distribution program in which national retailers such as RadioShack and Best Buy
sell Sprint PCS products and services. In order to facilitate the sale of Sprint
PCS products and services,  national  retailers  purchase wireless handsets from
Sprint for resale and receive compensation from Sprint for products and services


                                       6
<PAGE>
HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2005 and December 31, 2004,
And for the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------


sold. For industry  competitive  reasons,  Sprint  subsidizes the price of these
handsets by selling the  handsets  at a price  below cost.  Under the  Company's
affiliation  agreements  with Sprint,  when a national  retailer sells a handset
purchased from Sprint to a subscriber in the Company's territory, the Company is
obligated to  reimburse  Sprint for the handset  subsidy that Sprint  originally
incurred.  The national retailers sell Sprint wireless services under the Sprint
and Sprint PCS brands and marks.  The Company does not receive any revenues from
the sale of  wireless  handsets by national  retailers.  The Company  classifies
these Sprint wireless  handset subsidy charges as a sales and marketing  expense
for a wireless  handset sale to a new subscriber and classify these subsidies as
a cost of service for a wireless handset upgrade to an existing subscriber.

STOCK-BASED COMPENSATION

    The  Successor  Company has adopted the  provisions of SFAS No. 123 (Revised
2004),  Share-Based  Payment ("SFAS No.  123R").  Pursuant to SFAS No. 123R, the
Company  measures  the cost of employee  services  received in exchange  for the
award of equity  instruments based on the fair value of the award as of the date
of grant  using  the  Black-Scholes  option  pricing  model.  The fair  value is
recognized in the consolidated statements of operations on a straight-line basis
over the expected life of the equity instruments.

    In October 2004, the Successor  Company adopted a stock option plan pursuant
to which the  Company's  board of directors may grant stock options to officers,
key employees and certain directors. The new stock option plan authorized grants
of options to purchase up to 986,702  shares of authorized  but unissued  common
stock.  These  stock  options  have 10 year terms and vest  equally in six month
increments over three years from the date of grant.

    The compensation  cost that has been charged against income for the plan was
approximately  $836,000  for  the  three  months  ended  March  31,  2005.  This
compensation cost was based on the fair value of the options.

    The fair value of the options  granted in 2004 was  estimated on the date of
grant  using  the   Black-Scholes   option-pricing   model  with  the  following
weighted-average assumptions:


Successor Company:
   Expected Dividend Yield              0.0%
   Forfeiture rate                     10.0%
   Risk-free rate                       3.1%
   Expected volatility                130.0%
   Expected life (in years)             3.0


    A summary of the Successor  Company's  option activity under the plan during
the three months ended March 31, 2005, is as follows:


                                       7
<PAGE>
HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2005 and December 31, 2004,
And for the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                      <C>              <C>             <C>             <C>
                                                                          Weighted-
                                                                           Average
                                                           Weighted-      Remaining
                                            Number of        Average      Contractual       Aggregate
               Options                       Shares       Exercise Price     Term         Intrinsic Value
---------------------------------------  --------------- --------------- ---------------  ---------------
Outstanding as of December 31, 2004          778,381       $     17.76
   Granted                                         -                 -
   Exercised                                       -                 -
   Forfeited                                       -                 -
                                         ---------------
Outstanding as of March 31, 2005             778,381       $     17.76           9.56       $ 5,772,474
                                         =============== =============== ===============   ==============
</TABLE>

     The  fair  value  of  options  on the  November  11,  2004  grant  date was
approximately  $14.31 per share. All options were issued at $17.76 and none were
exercisable as of March 31, 2005. As of March 31, 2005, there was  approximately
$8.6  million of total  unrecognized  compensation  cost  related  to  nonvested
share-based  compensation  arrangements  granted  under the  plan.  That cost is
expected to be recognized over a weighted-average period of 2.56 years.

     In 1999, the  Predecessor  Company  adopted a stock option plan pursuant to
which  the board of  directors  could  grant  stock  options  to  officers,  key
employees and certain  nonemployees.  These stock options were eliminated in the
Plan of Reorganization.

     The  Predecessor  Company  applied  the  intrinsic  value-based  method  of
accounting  prescribed  by  Accounting  Principles  Board (APB)  Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations  including
FASB Interpretation No. 44, Accounting for Certain Transactions  involving Stock
Compensation,  an interpretation of APB Opinion No. 25, issued in March 2000, to
account  for its fixed  plan stock  options.  Under  this  method,  compensation
expense was  recorded on the date of grant only if the current  market  price of
the underlying stock exceeded the exercise price.  SFAS No. 123,  Accounting for
Stock-Based  Compensation,  established  accounting and disclosure  requirements
using  a  fair  value-based  method  of  accounting  for  stock-based   employee
compensation plans. At the time, as allowed by SFAS No. 123, the Company elected
to apply  the  intrinsic  value-based  method of  accounting,  and  adopted  the
disclosure requirements of SFAS No. 148, Accounting for Stock-Based Compensation
-- Transition and Disclosure -- an Amendment of FASB Statement No. 123.

     The  Predecessor  Company  applied APB Opinion No. 25 in accounting for the
options  granted to officers and key  employees,  and SFAS No. 123 in accounting
for the  options  granted to  certain  nonemployees,  under its 1999  plan.  The
accompanying  consolidated  financial  statements reflect non-cash  compensation
charges  relating to the Predecessor  Company of  approximately  $48,000 for the
three months ended March 31, 2004.  These options were  cancelled as part of the
Plan of Reorganization.

     The   following   table   illustrates   the  effect  on  net  loss  if  the
fair-value-based  method under SFAS No. 123 had been applied to all  outstanding
and unvested awards in the period.


                                       8
<PAGE>
HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2005 and December 31, 2004,
And for the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------

                                                           PREDECESSOR COMPANY
                                                          ---------------------
                                                              FOR THE THREE
                                                               MONTHS ENDED
                                                              MARCH 31, 2004
                                                          ---------------------
  Net loss attributed to common  stockholders -            $    (16,340,716)
   as reported
  Add stock-based employee compensation expense
   included in reported net loss                                     48,348
  Deduct total stock-based employee compensation
   expense determined under fair value base
   method for all awards,  net of related tax
   effects                                                          (48,337)
                                                          ---------------------
  Pro forma net loss attributed to common
   stockholders                                            $    (16,340,705)
                                                          =====================

NET LOSS PER SHARE

     The Company  computes net loss per common share in accordance with SFAS No.
128,  Earnings  per Share.  Basic and diluted net loss per share  attributed  to
common  stockholders  is  computed  by dividing  net loss  attributed  to common
stockholders for each period by the weighted-average  outstanding common shares.
No conversion of common stock  equivalents  has been assumed in the  calculation
since  the  effect  would  be   antidilutive.   As  a  result,   the  number  of
weighted-average outstanding common shares as well as the amount of net loss per
share is the same for basic and diluted net loss per share  calculations for the
period  presented.  The only items that could  potentially  dilute  earnings per
share in the future are common stock  options.  The common stock options will be
included in the diluted earnings per share  calculation when dilutive.  Net loss
per share for the Predecessor  Company,  which is the period prior to October 1,
2004, is not shown as the common stock of the Predecessor  Company was cancelled
as part of the Plan of Reorganization,  and therefore is no longer meaningful. .

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, the FASB issued SFAS No. 123 (revised 2004),  Share-Based
Payment,  which replaces SFAS No. 123, Accounting for Stock-Based  Compensation,
and  supercedes  APB Opinion No. 25,  Accounting  for Stock Issued to Employees.
SFAS No. 123R requires all share-based  payments to employees,  including grants
of employee stock options, to be recognized in the financial statements based on
their fair values. The pro forma disclosures previously permitted under SFAS No.
123 no longer will be an alternative to financial  statement  recognition.  SFAS
No.  123R has been  adopted as  discussed  in Note 4 and did not have a material
effect on our consolidated financial statements.

     In  November  2004,  the FASB  issued SFAS No.  151,  Inventory  Costs,  an
amendment of ARB No. 43, Chapter 4. The amendments  made by SFAS No. 151 clarify
that abnormal  amounts of idle facility  expense,  freight,  handling costs, and
wasted materials  (spoilage) should be recognized as current-period  charges and
require the allocation of fixed  production  overheads to inventory based on the
normal  capacity of the  production  facilities.  SFAS No. 151 is effective  for
fiscal years  beginning after June 15, 2005. The adoption of SFAS No. 151 is not
expected  to have a material  impact on the  Company's  financial  position  and
results of operations.

RECLASSIFICATIONS

     Certain prior year amounts have been  reclassified to conform with the 2005
presentation.

NOTE 5 - PROPERTY AND EQUIPMENT

     Property and equipment consists of the following:


                                       9
<PAGE>
HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2005 and December 31, 2004,
And for the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                              <C>                <C>
                                                     Successor         Predecessor
                                                      Company            Company
                                                 -----------------  -----------------
                                                   March 31, 2005   December 31, 2004
                                                 -----------------  -----------------
 Network assets                                   $    89,151,778    $   89,174,889
 Switching equipment                                   26,417,870        26,413,700
 Furniture, vehicles, and office equipment              1,541,377         1,322,057
 Building                                               1,680,000         1,680,000
 Land                                                     470,000           470,000
                                                 -----------------  -----------------
   Property and equipment in service              $   119,261,025    $  119,060,646
 Accumulated depreciation                             (33,224,137)      (16,620,410)
                                                 -----------------  -----------------
   Property and equipment in service, net              86,036,888       102,440,236
 Construction work in progress                          5,863,369         3,818,094
                                                 -----------------  -----------------
   Total property and equipment, net              $    91,900,257    $  106,258,330
                                                 =================  =================
</TABLE>

     On  October 1, 2004,  the  Company  applied  fresh-start  reporting,  which
required the assets and  liabilities to be recorded at fair value.  Accordingly,
the Company  reduced the value of the  property and  equipment by  approximately
$26.6 million.

     In June  2004,  under an Asset  Purchase  Agreement,  Sprint  acquired  the
Company's economic interests in approximately  92,500 subscribers,  seven retail
store  leases  and  related  store  assets in the  Company's  NTELOS  markets in
Virginia and West  Virginia.  On February 1, 2005,  the Company  entered into an
amendment to the June 2004 Asset Purchase Agreement. The amendment resulted in a
payment of approximately  $81,000 to the Company by Sprint. On February 1, 2005,
the Company entered into a second Asset Purchase Agreement to sell approximately
1,600  subscribers  in  the  Company's  Ironton,   Ohio  market  to  Sprint  for
approximately $639,000.

NOTE 6 - SPRINT AGREEMENTS

     Under the  Sprint  Agreements,  Sprint  provides  the  Company  significant
support  services such as billing,  collections,  long distance,  customer care,
network operations support,  inventory logistics support,  use of the Sprint and
Sprint PCS brand names, national advertising, national distribution, and product
development.  Additionally,  the Company derives substantial roaming revenue and
expenses when Sprint's and Sprint's network  partners' PCS wireless  subscribers
incur  minutes  of use in the  Company's  territories  and  when  the  Company's
subscribers  incur minutes of use in Sprint and other Sprint  network  partners'
PCS territories.  These  transactions  are recorded in roaming revenue,  cost of
service,  cost of equipment,  and selling and marketing  expense captions in the
accompanying consolidated statements of operations.  Cost of service and roaming
transactions  include long distance charges,  roaming expense,  and the costs of
services  such  as  billing,   collections,   and  customer  service  and  other
pass-through  expenses.  Cost of  equipment  transactions  relate  to  inventory
purchased by the Company from Sprint  under the Sprint  Agreements.  Selling and
marketing  transactions  relate to subsidized  costs on handsets and commissions
paid  by the  Company  under  Sprint's  national  distribution  program.  The 8%
management  fee is  included  in general and  administrative.  Amounts  recorded
relating to the Sprint Agreements are as follows:


                                       10

<PAGE>
HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2005 and December 31, 2004,
And for the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------


                                        Successor
                                         Company            Predecessor Company
                                    ---------------------  ---------------------
                                       For the Three            For the Three
                                       Months Ended             Months Ended
                                      March 31, 2005           March 31, 2004
                                    ---------------------  ---------------------
Roaming revenue                       $  11,954,328           $  12,887,607
                                    ====================   =====================
Cost of service:
  Roaming                             $   8,217,633           $  10,926,552
  Billing and customer care               3,554,796               4,930,801
  Long distance                           1,436,313               2,401,490
                                    ---------------------  ---------------------

     Total cost of service               13,208,742              18,258,843
  Cost of equipment                       2,073,233               1,734,049
  Selling and marketing                     436,190                 235,978
  General and administrative:
     Management fee                       2,331,864               3,663,701
                                    ---------------------  ---------------------
     Total expense                    $  18,050,029           $  23,892,571
                                    ====================   =====================

     On  March  16,  2005,  the  Company  entered  into  a new  addendum  to its
affiliation  agreements  with  Sprint.  This  addendum  implemented  the  "price
simplification" provisions of similar addenda which Sprint has entered into with
most of the other PCS affiliates of Sprint. Under this  simplification,  service
bureau fees will be charged at a monthly rate per  subscriber  of $7.00 for 2005
and $6.75 for  2006;  cost per gross  addition  services  will be  charged  at a
monthly rate of $22.00 per gross  subscriber  addition in the Company's  markets
through  2006.  With  respect to roaming  charges,  the addendum  establishes  a
reciprocal  roaming  rate for voice  subscribers  within the  Sprint  network of
$0.058 per minute through  December 31, 2006.  Beginning on January 1, 2007, the
reciprocal  roaming rate will change annually to equal 90% of Sprint PCS' retail
yield for voice  usage  from the prior  year.  With  respect  to  several of its
markets in western Pennsylvania and eastern  Pennsylvania,  the Company receives
the  benefit  of a  special  reciprocal  rate of $0.10  per  minute.  Under  the
addendum, this special $0.10 rate will terminate,  with respect to each of these
two sets of markets, on the earlier of December 31, 2011 or the first day of the
calendar month which follows the first calendar quarter during which the Company
achieves a subscriber penetration rate of at least 7% of its covered population.

NOTE 7 - INTANGIBLE ASSETS

     On September 30, 2004, the Company  recorded  intangible  assets related to
the fair value of owned licensed  spectrum,  its subscriber  base and the Sprint
affiliation  agreements.  The owned licensed  spectrum was determined to have an
indefinite  life as it is expected to be renewed with  minimal  effort and cost.
The subscriber base is being amortized on a straight-line  basis over 24 months,
which is the  estimated  average  life of a  customer.  The  Sprint  affiliation
intangible is being amortized over the remaining life of the Sprint  affiliation
agreements,  or 164  months.  For the three  months  ended March 31,  2005,  the
Company incurred approximately $8.9 million of amortization expense. The details
of the intangibles as of March 31, 2005, are as follows:


                                       11
<PAGE>
HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2005 and December 31, 2004,
And for the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                              <C>               <C>               <C>                <C>
                                                       Gross                                   Net
                                 Amortization       Intangible         Accumulated         Intangible
                                     Period            Value           Amortization           Value
                                 --------------    --------------    --------------      --------------
Successor intangible assets:
  Owned licensed spectrum           Indefinite      $  1,200,000                 -        $  1,200,000
  Subscriber base                      2 years        63,150,750       (15,787,688)         47,363,063
  Sprint affiliation               13.67 years        56,000,000        (2,048,780)         53,951,220
                                                   --------------    --------------      ---------------
                                                    $120,350,750      $(17,836,468)       $102,514,282
                                                   ==============    ===============     ===============
</TABLE>


     Future  amortization  for the intangibles set forth above for the next five
years is as follows:

<TABLE>
<CAPTION>
                      <S>               <C>               <C>               <C>              <C>
                      -------------------------------------------------------------------------------------
                                                    Year Ended December 31,
                      -------------------------------------------------------------------------------------
                          2005              2006              2007              2008             2009
                      --------------    --------------    --------------    -------------    --------------
Subscriber base       $ 31,575,375      $ 23,681,531      $         -       $        -       $         -
Sprint affiliation       4,097,561         4,097,561         4,097,561        4,097,561         4,097,561
                      --------------    --------------    --------------    -------------    --------------
Total                 $ 35,672,936      $ 27,779,092      $  4,097,561      $ 4,097,561      $  4,097,561
                      ==============    ==============    ==============    =============    ==============
</TABLE>


    NOTE 8 - LONG-TERM DEBT

    The components of long-term debt outstanding are as follows:
<TABLE>
<CAPTION>
     <S>                                         <C>                 <C>                <C>
                                                 Interest Rate at         March 31,       December 31,
                                                  March 31, 2005            2005              2004
                                                 ----------------    ----------------   ----------------
     Senior notes............................        11 3/8%          $ 125,000,000      $ 125,000,000
                                                                     ================   ================
</TABLE>

     The Company pays interest on the 11 3/8% senior notes semi-annually on each
January 15 and July 15. The first payment of approximately $7.0 million was made
on January 15, 2005.  These  senior  notes mature on July 15, 2012,  and contain
restrictive  covenants.  The Company is in compliance  with such covenants as of
March 31, 2005.

NOTE 9 - RELATED PARTIES

     Horizon  Personal  Communications,  Inc.  ("HPC"),  one  of  the  Company's
operating  subsidiaries,  has  entered  into a service  agreement  with  Horizon
Services,  Inc. and a separate services agreement with Horizon Technology,  Inc.
Horizon  Services and Horizon  Technology are both wholly owned  subsidiaries of
Horizon Telcom,  Inc., the Company's largest  stockholder prior to the effective
date of our Plan of  Reorganization  on October 1, 2004. Thomas McKell, a former
director and the father of the Company's CEO, is the  President,  a director and
stockholder of Horizon Telcom.

     Horizon  Services  provides  services  to  HPC  and  Bright  PCS  including
insurance  functions,  accounting  services,  computer access and other customer
relations,  human resources,  and other administrative services that the Company
would  otherwise be required to undertake on its own.  These  agreements  have a
term of three  years,  with the  right to renew  the  agreement  for  additional
one-year terms each year thereafter. The Company has the right to terminate each
agreement  during  its term by  providing  90 days'  written  notice to  Horizon
Services.  Horizon  Services may terminate the agreement prior to its expiration
date only in the event  that the  Company  breaches  its  obligations  under the
services agreement and the Company does not cure the breach within 90 days after
the Company receives written notice of the breach from Horizon Services. Horizon
Services is entitled to direct labor charges at cost and expenses and costs that
are directly attributable to the activities covered by the agreement on a direct
allocation basis from the Company for services provided.


                                       12
<PAGE>
HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2005 and December 31, 2004,
And for the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------


     The agreement  provides that Horizon  Services'  obligations do not relieve
the  Company of any of its  rights and  obligations  to its  subscribers  and to
regulatory  authorities having jurisdiction over them. Horizon Services received
compensation from the Company of approximately $790,000 and $1.1 million for the
three months ended March 31, 2005 and 2004, respectively.  As of March 31, 2005,
the  Company  had  a  non-interest   bearing  payable  to  Horizon  Services  of
approximately  $287,000. As of December 31, 2004, the Company had a non-interest
bearing payable to Horizon Services of  approximately  $445,000 and a receivable
of approximately $8,000.

     The Company  leases its  principal  office  space and the space for certain
equipment from The  Chillicothe  Telephone  Company,  a former  affiliate of the
Company prior to the Company's  emergence  from  bankruptcy  and a  wholly-owned
subsidiary of Horizon Telcom.  Under the lease, the Company paid The Chillicothe
Telephone  Company  $30,000 in each of the three months ended March 31, 2005 and
2004. The Company  believes the lease was made on terms no less favorable to the
Company than would have been obtained  from a  non-affiliated  third party.  The
lease term expires in May 2007. The Company also has a reciprocal agreement with
The  Chillicothe  Telephone  Company  for the usage of various  circuits  by The
Chillicothe Telephone Company and the Company. As of March 31, 2005, the Company
had a payable to The Chillicothe Telephone Company of approximately $38,000, and
a receivable of approximately  $24,000. As of December 31, 2004, the Company had
a payable to The Chillicothe  Telephone Company of approximately  $40,000, and a
receivable of approximately $26,000.

NOTE 10 - CHANGE IN STOCKHOLDERS' EQUITY

     During  the  first  quarter  of 2005 as part of the final  distribution  of
shares in connection with the bankruptcy proceeding (Note 2), the Company issued
approximately  104,000  shares  of new  common  stock to  settle  claims of bond
holders and general unsecured creditors.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

COMMITMENTS

     In January 2005, the Company  signed a $14.0 million  agreement to purchase
telecommunication  equipment  from Nortel  Networks.  The Nortel  equipment will
replace  the  Company's  existing  wireless  network  equipment  in Fort  Wayne,
Indiana,  Chillicothe,  Ohio, and Johnson City, Tennessee.  The Company has paid
$4.25  million  through March 31, 2005.  The Company has received  approximately
$4.23 million of the equipment through March 31, 2005.

OPERATING LEASES

     The  Company  leases  office  space and  various  equipment  under  several
operating leases. In addition, the Company has tower lease agreements with third
parties whereby the Company leases towers for substantially all of the Company's
cell sites.  The tower  leases are  operating  leases with a term of five to ten
years with three consecutive five-year renewal option periods.

     The Company also leases space for its retail stores.  As of March 31, 2005,
the Company leased 12 stores, operating throughout its territories.


                                       13
<PAGE>
HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2005 and December 31, 2004,
And for the Three Months Ended March 31, 2005 and 2004 (unaudited)
--------------------------------------------------------------------------------


LEGAL MATTERS

     The  Company  is party to legal  claims  arising  in the  normal  course of
business.  Although the ultimate  outcome of the claims cannot be ascertained at
this time,  it is the opinion of  management  that none of these  matters,  when
resolved  will have a  material  adverse  impact  on the  Company's  results  of
operations or financial condition.

GUARANTEES

     The senior notes are  guaranteed  by the  Company's  subsidiaries,  HPC and
Bright PCS, and will be guaranteed by the Company's  future domestic  restricted
subsidiaries. The Company has no independent assets or operations apart from its
subsidiaries.  The guarantees are general unsecured obligations.  Each guarantor
unconditionally  guarantees,  jointly and  severally,  on a senior  subordinated
basis,  the full and  punctual  payment  of  principal  premium  and  liquidated
damages,  if any, and  interest on the  discount  notes when due. If the Company
creates  or  acquires   unrestricted   subsidiaries   and   foreign   restricted
subsidiaries, these subsidiaries need not be guarantors.





                                       14
<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following  discussion and analysis  should be read in conjunction  with
the  consolidated  financial  statements and the related notes.

                           FORWARD-LOOKING STATEMENTS

     This quarterly  report includes  forward-looking  statements,  which can be
identified by the use of  forward-looking  terminology such as: "may",  "might",
"could", "would", "believe",  "expect",  "intend", "plan", "seek", "anticipate",
"estimate",  "project" or "continue" or the negative thereof or other variations
thereon or  comparable  terminology.  All  statements  other than  statements of
historical fact included in this quarterly report, including without limitation,
the statements under "ITEM 2. Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and "ITEM 5. Other Information" and located
elsewhere   herein   regarding   our   financial   position  and  liquidity  are
forward-looking  statements.  These forward-looking  statements include, but are
not limited to:

     o    statements  regarding  our  anticipated   revenues,   expense  levels,
          liquidity and capital resources and operating losses;

     o    statements regarding our business strategy; and

     o    statements regarding  expectations or projections about markets in our
          territory.

     Although we believe that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions,  we can give no assurance that
such  expectations  will prove to be correct or that our goals will be achieved.
Given these  uncertainties,  you are  cautioned  not to place undue  reliance on
these  forward-looking  statements.  We assume no obligation to update or revise
them or provide  reasons why actual results may differ.  Important  factors that
could   cause   actual   results  to  differ   materially   from  those  in  the
forward-looking statements included herein include, but are not limited to:

     o    the impact of our proposed merger with iPCS, Inc. and any effects of a
          failure of the proposed merger to be consummated;

     o    the impact of the proposed merger of Sprint and Nextel;

     o    the impact of the recent  modification of our  affiliation  agreements
          with Sprint;

     o    the impact of our recently completed bankruptcy proceedings;

     o    our dependence on our affiliation with Sprint;

     o    the ability of Sprint to alter the terms of our affiliation agreements
          with it,  including  fees  paid or  charged  to us and  other  program
          requirements;

     o    our dependence on back-office  services,  such as billing and customer
          care, provided by Sprint;

     o    changes or advances in technology;

     o    competition in the industry and markets in which we operate;

     o    our ability to attract and retain skilled personnel;

     o    our potential need for additional capital or the need to refinance any
          existing indebtedness;

                                       15
<PAGE>

     o    our potential inability to expand our services and related products in
          the event of  substantial  increases in demand for these  services and
          related products;

     o    the potential impact of wireless local number portability;

     o    changes in government regulation;

     o    future acquisitions;

     o    the  competitiveness  and impact on us of Sprint's  pricing  plans and
          Sprint PCS products and services;

     o    our subscriber credit quality;

     o    continued high rate of subscriber turnover;

     o    the potential for inaccuracies in the financial  information  provided
          to us by Sprint;

     o    our rates of penetration in the wireless industry and in our markets;

     o    our significant level of indebtedness;

     o    the impact and outcome of legal  proceedings  between other Sprint PCS
          network partners and Sprint;

     o    adequacy of bad debt and other reserves;

     o    our anticipated future losses;

     o    our subscriber purchasing patterns;

     o    subscriber satisfaction with our network and operations;

     o    risks related to future  growth and  expansion,  including  subscriber
          growth;

     o    general economic and business conditions;

     o    possible risks associated with eventual compliance with Section 404 of
          the Sarbanes-Oxley Act; and

     o    effects   of  mergers   and   consolidations   within   the   wireless
          telecommunications   industry,   particularly   business  combinations
          involving Sprint or affiliates of Sprint, and unexpected announcements
          or  developments  from  others  in  the  wireless   telecommunications
          industry.

     These   forward-looking   statements   involve  known  and  unknown  risks,
uncertainties and other factors which may cause our actual results,  performance
or achievements to be materially different from any future results,  performance
or achievements  expressed or implied by such  forward-looking  statements.  All
subsequent  written and oral  forward-looking  statements  attributable to us or
persons  acting on our behalf are expressly  qualified in their  entirety by the
cautionary  statements set forth above.  See the "Risk  Factors"  section in the
Company's  S-4/A  filed on April  28,  2005 for  further  information  regarding
several of the risks and uncertainties.

OVERVIEW

     Horizon  PCS is a PCS  affiliate  of Sprint,  with the  exclusive  right to
market Sprint wireless mobility  communications network products and services to
a total  population  of  approximately  7.2 million in portions of 11 contiguous
states. Its markets are located between Sprint's Chicago, New York and Knoxville
markets  and  connect  or are  adjacent  to 12 major  Sprint  markets.  As a PCS
Affiliate of Sprint,  Horizon  markets  wireless mobile  communications  network
products  and  services  under the  Sprint and  Sprint  PCS brand  names.  As of
March 31,  2005,  the Company had  approximately  183,900  subscribers.  Horizon
recently revised its method of calculating its total licensed population to make


                                       16
<PAGE>

it  consistent  with the  method  used by iPCS.  This  method  results  in lower
reported total licensed  population for several BTAs in which there are counties
that are only partially  covered by our affiliation  agreements with Sprint PCS.
As a result, the total licensed population is now reported as 7.2 million rather
than 7.4 million.  Management  believes  that this change in the reported  total
licensed population will not have a material effect on the Company's revenues or
results of operations.

     Sprint  operates a 100% digital PCS wireless  network in the United  States
and holds the licenses to provide PCS nationwide  using a single  frequency band
and a  single  technology.  Sprint,  directly  and  indirectly  through  network
partners such as us,  provides  wireless  services in more than 4,000 cities and
communities  across the  country.  Sprint  directly  operates its PCS network in
major metropolitan markets throughout the United States. Sprint has also entered
into  independent  agreements with various network  partners,  such as us, under
which the network  partners  have agreed to construct and manage PCS networks in
smaller metropolitan areas and along major highways.

MERGER AGREEMENT WITH IPCS, INC.

     On March 17, 2005,  we entered  into an  Agreement  and Plan of Merger with
iPCS, Inc. ("iPCS"),  another PCS affiliate of Sprint, pursuant to which we will
be  merged  with  and  into  iPCS.  Pursuant  to the  merger,  each  issued  and
outstanding  share of our common stock will be converted  into 0.7725  shares of
common stock of iPCS,  subject to adjustment for certain  increases or decreases
in the  outstanding  number of shares of Horizon PCS or iPCS,  unless the holder
exercises its appraisal rights under the General Corporation Law of the State of
Delaware.  Outstanding  options to purchase  our common  stock will be converted
into  options to purchase  common  stock of iPCS.  The new options will have the
same terms and  conditions as the old options,  except that the number of shares
of iPCS common  stock for which the options may be  exercised  and the  exercise
price of such  options  will be  adjusted  based upon the  exchange  ratio.  For
accounting purposes, iPCS will be the acquiror.

     If the merger is  consummated,  the board of directors of iPCS will consist
of three members of our board of directors, three members designated by iPCS and
Timothy M. Yager, currently chief executive officer of iPCS.

     The merger agreement  contains certain  termination  rights for the Company
and iPCS,  including  if the  Company  or iPCS  receive  and decide to accept an
unsolicited,  superior offer. The merger agreement  further provides that in the
event of termination of the merger  agreement under certain  circumstances,  the
Company  and iPCS may be  required  to pay the other a  termination  fee of $7.0
million.

     If the merger is  consummated,  the senior notes of the Company will become
the direct obligations of iPCS.

     In  April  2005,  the  merger  was  approved  under  the  Hart-Scott-Rodino
Antitrust  Improvements  Act of 1976.  In May  2005,  the FCC  consented  to the
merger.  The merger is subject to  approval  by the holders of a majority of the
Company's  common stock and approval by the holders of a majority of iPCS common
stock.  For more  information  regarding the merger,  see Amendment No. 1 to the
registration statement on Form S-4 as filed by iPCS on May 11, 2005.

SPRINT/NEXTEL MERGER

     On December 15, 2004, Sprint  Corporation and Nextel  Communications,  Inc.
announced  that they had signed a merger  agreement,  pursuant  to which  Sprint
Corporation  and Nextel  Communications,  Inc.  would  merge and  combine  their
operations.  Nextel  Communications,  Inc.  and an  affiliated  company,  Nextel
Partners, Inc., operate wireless  telecommunications networks in portions of our
service areas.  Pursuant to our affiliation  agreements with Sprint,  Sprint has
granted us certain  exclusivity  rights  within our service  areas.  The pending
merger between Sprint and Nextel and the operations of the combined  company may
result in a breach of the exclusivity  provisions of our affiliation  agreements
with Sprint, among others.  Sprint has announced that it will pursue discussions
with  the PCS  affiliates  of  Sprint  directed  toward  a  modification  of our
affiliation  agreements as a result of the Sprint/Nextel  merger. We do not know
the terms of Sprint's  proposal,  or whether we will ultimately  reach agreement
with Sprint on mutually satisfactory terms for a revised affiliation  agreement.
It is likely that such a revised  affiliation  agreement would materially change
our business and operations and may result in us making significant  payments to
lease or acquire  network  assets and  subscribers  or to  otherwise  modify our
network and marketing  plans.  There is no assurance  that we will have adequate
funds on hand or the  ability  to  borrow  such  funds in order to  acquire  the
network assets and subscribers or to otherwise modify our network.  In addition,
any borrowing would increase our existing substantial leverage. The announcement

                                       17
<PAGE>

and closing of the Sprint/Nextel  merger may give rise to a negative reaction by
our existing and potential  customers and a diminution in brand  recognition  or
loyalty,  which may have an adverse  effect on our revenues.  If  necessary,  we
intend to enforce our  rights,  whether  through  seeking  injunctive  relief or
otherwise,  to the extent that Sprint violates or threatens to violate the terms
of our affiliation  agreements with Sprint.  In the event that the Sprint/Nextel
merger, or any other business combination  involving Sprint, is consummated,  we
may also incur  significant  costs associated with  integrating  Sprint's merger
partner onto our network. In addition, the proposed Sprint/Nextel merger, or any
other  such  business  combination   involving  Sprint,   imposes  a  degree  of
uncertainty on the future of our business and operations  insofar as it may lead
to a change in Sprint's PCS affiliate strategy, which may have an adverse effect
on our share price and/or the value of our senior notes.

IMPLEMENTATION OF FRESH-START ACCOUNTING

     Pursuant to American Institute of Certified Public Accountants, or "AICPA,"
Statement of Position 90-7  "Financial  Reporting by Entities in  Reorganization
under the Bankruptcy Code," or "SOP 90-7," the accounting for the effects of the
Reorganization  began  once  the Plan of  Reorganization  was  confirmed  by the
Bankruptcy  Court,  which became  effective on October 1, 2004. The  fresh-start
accounting  principles pursuant to SOP 90-7 provide,  among other things, for us
to determine the value to be assigned to the assets of reorganized  Horizon PCS,
Inc. as of the confirmation date.

     We adopted  fresh-start  accounting as of October 1, 2004 and our emergence
from Chapter 11 resulted in a new reporting entity.  The periods as of September
30, 2004 and prior to October 1, 2004 have been designated "Predecessor Company"
and the periods subsequent to September 30, 2004 have been designated "Successor
Company".  Under fresh-start accounting,  our reorganization value was allocated
to our assets  based on their  respective  fair  values in  conformity  with the
purchase  method of  accounting  for business  combinations.  As a result of the
implementation  of fresh-start  accounting,  our financial  statements after the
effective date are not comparable to our financial statements for prior periods.

RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THREE MONTHS
ENDED MARCH 31, 2004

KEY METRICS

     The following  discussion  details key operating metrics and focuses on the
details of our financial  performance over the three months ended March 31, 2005
compared to the three months ended March 31, 2004.

     We provide  certain  financial  measures that are  calculated in accordance
with generally accepted  accounting  principles in the United States ("GAAP") to
assess our financial performance.  In addition, we also use non-financial terms,
such as churn,  which are metrics used in the wireless  communications  industry
and are not measures of financial performance under GAAP.

     Subscriber  Additions.  For the three months ended March 31, 2005,  our net
subscribers  increased by approximately 800 subscribers.  We added approximately
2,400 net subscribers and sold our interests in approximately  1,600 subscribers
to Sprint. We expect our subscriber additions to continue to increase in 2005 as
we resume building our subscriber base now that we are emerged from  bankruptcy.
Our subscriber  base as of March 31, 2005 consisted of  approximately  80% prime
credit subscribers  compared to approximately 81% as of December 31, 2004. Prime
credit subscribers are those customers with a favorable credit rating.

     Churn.  Churn is the monthly rate of subscriber  turnover that results from
both voluntarily and involuntarily  discontinued service during the month. Churn
is computed by dividing  the number of  subscribers  that  discontinued  service
during the month,  net of 30-day returns,  by the beginning  subscriber base for
the period.  Churn for the three months ended March 31, 2005 was 2.9%,  the same
as the three months ended March 31, 2004.


                                       18
<PAGE>

RESULTS OF OPERATIONS

     Results of the  Predecessor  Company include the operations in our Virginia
and West Virginia markets that were previously operated under a Network Services
Agreement with NTELOS,  Inc. These markets were sold to Sprint on June 15, 2004,
and included the economic interest in approximately 92,500 subscribers and seven
retail stores.

     Revenues.  The  following  table sets forth a breakdown  of our revenues by
type for the three months ended March 31:


                              Successor Company         Predecessor Company
                           ------------------------   ------------------------
                             Three Months Ended        Three Months Ended
                                 March 31,                  March 31,
                                    2005                      2004
                           ------------------------  ------------------------
                             Amount          %         Amount         %
                           -----------  -----------  -----------  -----------
                                        (dollars in thousands)
Subscriber revenues           $27,731         63%      $45,659          72%
Roaming revenues               15,217         35%       16,242          26%
Equipment revenues              1,063          2%        1,275           2%
                           -----------  -----------  -----------  -----------
Total revenues                $44,011        100%      $63,176         100%
                           ===========  ===========  ===========  ===========


     Subscriber revenues.  We had approximately 183,900 subscribers at March 31,
2005,   compared  to   approximately   288,900  at  March  31,  2004,  of  which
approximately  93,800 were in the NTELOS  markets.  Subscriber  revenues for the
three months ended March 31, 2005 were approximately $27.7 million,  compared to
approximately  $45.7  million  for the three  months  ended  March 31,  2004,  a
decrease of approximately $18.0 million. We received approximately $15.9 million
of subscriber  revenues from the NTELOS markets in the first quarter of 2004. As
a result of the  decline in our  customer  base,  net of NTELOS,  we  recognized
approximately $2.1 million less in subscriber revenues.

     Roaming  revenues.  Roaming  revenues  decreased from  approximately  $16.2
million for the three months ended March 31, 2004 to approximately $15.2 million
for the three  months ended March 31,  2005,  a decrease of  approximately  $1.0
million.  This decrease resulted from less minutes of use by Sprint  subscribers
on our network in the NTELOS  market,  which  accounted for  approximately  $4.6
million of roaming  revenue in the first quarter of 2004,  offset by an increase
of approximately $3.6 million as a result of an increase in rates and minutes of
use in 2005.

     Equipment revenues. Equipment revenues for the three months ended March 31,
2005 were approximately $1.1 million, compared to approximately $1.3 million for
the three months ended March 31, 2004,  representing a decrease of approximately
$200,000. We sold, including new activations and upgrades,  approximately 11,900
handsets at our retail  stores  during the three months ended March 31, 2005, as
compared to  approximately  9,100 sold during the three  months  ended March 31,
2004.  Despite  selling more handsets in 2005, we sold these handsets at a lower
average price, net of applicable rebates.

     Cost of service.  Cost of service for the three months ended March 31, 2005
was approximately $23.7 million, compared to approximately $44.1 million for the
three months ended March 31, 2004, a decrease of  approximately  $20.4  million.
Approximately  $18.6  million of the 2004  expenses  were incurred in the NTELOS
markets. Network operating expenses also declined approximately $1.8 million due
to lower costs, primarily for circuits and switches.

     Cost of  equipment.  Cost of equipment for the three months ended March 31,
2005 was approximately $2.1 million,  compared to approximately $1.7 million for
the three months ended March 31, 2004,  an increase of  approximately  $400,000.
Cost of equipment  increased as a result of more handsets and  accessories  sold
during 2005. We sold  approximately  11,900 handsets,  including new activations
and upgrades, at our retail stores during the three months ended March 31, 2005,
as compared to approximately  9,100 sold during the three months ended March 31,
2004.

                                       19
<PAGE>

     Selling and marketing expenses. Selling and marketing expenses decreased to
approximately  $5.7 million for the three months ended March 31, 2005,  compared
to  approximately  $6.6  million for the three  months  ended March 31,  2004, a
decrease of approximately $900,000. The sale of the NTELOS markets accounted for
approximately   $2.0  million  of  the  decrease,   offset  by  an  increase  of
approximately  $1.1 million  attributable to increased spending on marketing and
advertising  since  emerging from  bankruptcy.  Selling and  marketing  expenses
include  the costs  associated  with  operating  our  retail  stores,  including
marketing,  advertising,  payroll and sales  commissions.  Selling and marketing
expenses  also  include  commissions  paid to  national  and  local  third-party
distribution  channels and subsidies on handsets sold by third parties for which
we do not record revenue.  We expect selling and marketing  expenses to continue
increasing as we resume building our subscriber base.

     General and administrative  expenses.  General and administrative  expenses
for the three  months ended March 31, 2005 were $7.6 million as compared to $8.1
million for the same period in 2004. The sale of the NTELOS markets  resulted in
savings of approximately  $1.8 million for the first quarter 2005 as compared to
the first  quarter  in 2004.  This  decrease  was offset by  approximately  $1.3
million of increased legal and other financial services expenses.  The legal and
other financial  services  expenses include  approximately  $1.4 million in fees
associated with our merger with iPCS.

     Reorganization expenses. Reorganization expenses for the three months ended
March 31, 2004 were $5.5 million.  These expenses  consist of professional  fees
related to our  bankruptcy  filing of  approximately  $5.2  million,  as well as
payments under our key employee retention plan of $300,000.

     Non-cash  compensation  expense.  We recorded  approximately  $836,000  and
$48,000 for the three  months ended March 31, 2005 and 2004,  respectively,  for
stock  options  granted in October 2004 and  November  1999,  respectively.  The
increase was the result of the Predecessor's options being cancelled as a result
of the  reorganization  on October 1, 2004 and new  options  being  granted.  In
addition,  the 2005 period reflects the adoption of SFAS No. 123R,  which caused
us to record higher compensation expense for stock options.

     Depreciation  and  amortization  expense.   Depreciation  and  amortization
expense  for the three  months  ended  March 31,  2005 was  approximately  $25.6
million compared to approximately  $8.2 million for the three months ended March
31,  2004,  an increase of  approximately  $17.4  million.  The increase was the
result of revaluing the property,  plant and  equipment  and  intangible  assets
during the  application  of  fresh-start  accounting.  The  property,  plant and
equipment  adjustments resulted in an increase of approximately $8.5 million for
the three  months  ended  March 31, 2005 as compared to the same period in 2004.
Under  fresh-start  accounting,   the  remaining  useful  lives  were  recasted,
resulting  in a  shorter  remaining  life  and  therefore  greater  depreciation
expense.  Approximately  $8.9 million of the increase was due to the  intangible
assets  that were not  recorded on the  balance  sheet prior to the  adoption of
fresh-start reporting on October 1, 2004.

     Gain on sale of subscribers.  During the three months ended March 31, 2005,
we recorded a gain of  approximately  $700,000 related to sale of subscribers to
Sprint.  Approximately $600,000 of the gain was from the sale of our interest in
approximately  1,600  subscribers  in the  Ironton,  Ohio  market  to  Sprint on
February 1, 2005. Approximately $100,000 of the gain was an amendment, signed in
February 2005, to the Asset Purchase Agreement entered into in May 2004, related
to the sale of subscribers in the NTELOS markets.

     Interest  income and other,  net.  Interest income and other net income for
the three months  ended March 31, 2005 was  approximately  $300,000  compared to
approximately  $100,000 for the three months ended March 31, 2004 and  consisted
primarily of interest  income.  This increase was due to lowering the balance of
cash on  hand  and  increasing  the  amount  invested  in  corporate  bonds  and
commercial paper.

     Interest  expense,  net.  Interest expense for the three months ended March
31, 2005 was approximately $3.6 million,  compared to approximately $2.1 million
for the three months ended March 31, 2004.

                                       20
<PAGE>

     We accrue  interest  at a rate of 11 3/8%  annually  on our $125.0  million
senior  notes  issued in July  2004 and began  making  semi-annual  payments  on
January  15,  2005.  Interest  expense on the $125.0  million  senior  notes was
approximately  $3.6 million for the three months ended March 31, 2005.  Interest
expense for the three  months ended March 31, 2005 also  included  approximately
$100,000  in  amortization  of  deferred  financing  fees  related to our $125.0
million senior notes, offset by approximately  $100,000 of capitalized interest.
For the three  months  ended  March 31,  2004,  interest  expense  consisted  of
approximately $2.1 million on our former senior secured credit facility.

     Preferred stock dividend.  We recorded  approximately  $3.3 million for the
three months ended March 31, 2004.  This stock was  cancelled as a result of our
reorganization on October 1, 2004.


LIQUIDITY AND CAPITAL RESOURCES

     As of March 31,  2005,  we had $50.4  million in cash and cash  equivalents
compared to $55.5 million as of December 31, 2004.

     With the net proceeds  from the offering of the senior notes and subject to
our ability to manage subscriber growth and achieve operating efficiencies, cash
and cash equivalents,  combined with cash flows from operations, are expected to
be  sufficient  to fund any  operating  losses and  working  capital and to meet
capital  expenditure  needs and debt service  requirements for at least the next
twelve months.

     Statement  of  Cash  Flows.  At  March  31,  2005,  we had  cash  and  cash
equivalents of  approximately  $50.4 million.  At December 31, 2004, we had cash
and cash  equivalents of approximately  $55.5 million.  The decrease in cash and
cash  equivalents  of  approximately  $5.1 million is attributed to cash used in
operating  activities  of $3.6 million and cash used in investing  activities of
$1.6 million.

     Net cash used in operating  activities for the three months ended March 31,
2005 was  approximately  $3.6 million.  This reflects the continuing use of cash
for our operations to add subscribers  and operate our network.  The net loss of
approximately  $24.1  million  was  offset by  approximately  $25.6  million  in
depreciation,  partially offset by  approximately  $5.1 million in other working
capital  changes.  Net cash used in  operating  activities  for the three months
ended March 31, 2004 was approximately $4.8 million.  Included in this amount is
approximately $5.5 million of reorganization  expenses related to our bankruptcy
filing.  The net loss of  approximately  $13.0 million was  partially  offset by
depreciation,  increases in accounts payable and accrued liabilities,  offset by
increases to accounts receivable and prepaid expenses.

     Net cash used in investing  activities for the three months ended March 31,
2005 was approximately $1.6 million, consisting of $700,000 of proceeds received
from Sprint for subscribers,  offset by $2.3 million of capital  expenditures on
our network. Total capital expenditures anticipated during 2005 are estimated to
be approximately $19.0 million, less approximately $4.5 million from the sale of
old equipment for a net expenditure of $14.5 million.

SEASONALITY

     Our   business   is   subject   to   seasonality   because   the   wireless
telecommunications  industry  historically has been heavily  dependent on fourth
calendar   quarter  results.   Among  other  things,   the  industry  relies  on
significantly  higher  subscriber  additions  and  handset  sales in the  fourth
calendar quarter as compared to the other three calendar  quarters.  A number of
factors contribute to this trend, including:

     o    the use of  retail  distribution,  which  is more  dependent  upon the
          year-end holiday shopping season;

     o    the timing of new product and service announcements and introductions;

     o    competitive pricing pressures; and


                                       21
<PAGE>
     o    aggressive marketing and promotions.

CRITICAL ACCOUNTING POLICIES & ESTIMATES

     Allowance  for Doubtful  Accounts.  Estimates are used in  determining  our
allowance for doubtful accounts  receivable,  which are based on a percentage of
our  accounts  receivables  by aging  category.  The  percentage  is  derived by
considering  our historical  collections and write-off  experience,  and current
aging of our accounts receivable and credit-quality  trends, as well as Sprint's
credit  policy.  A change in the  actual  write-offs  experienced  could  have a
material  impact on our  financial  statements.  The  following  table  provides
certain  statistics on our allowance for doubtful  accounts  receivable  for the
three months ended:

                                                      MARCH 31,       MARCH 31,
                                                        2005            2004
                                                    ------------   ------------
Bad debt as a % of subscriber revenue..........          4%             3%
Write-offs, net of recoveries as a % of
  subscriber revenue...........................          5%             4%
Allowance for doubtful accounts as a % of
  accounts receivable..........................          8%             7%

     Revenue  recognition.  We recognize revenues when persuasive evidence of an
arrangement exists, services have been rendered, the price to the buyer is fixed
or determinable,  and collectibility is reasonably assured. We recognize service
revenue  from our  subscribers  as they use the  service.  We  pro-rate  monthly
subscriber revenue over the billing period and record airtime usage in excess of
the  pre-subscribed  usage plan. Our subscribers pay an activation fee when they
initiate  service.  We reduce recorded service revenue for billing  adjustments.
Effective  July 1, 2003,  we adopted  EITF No.  00-21,  Accounting  for  Revenue
Arrangements with Multiple Deliverables. This EITF guidance addresses accounting
for  arrangements  that  involve  multiple  revenue-generating   activities.  In
applying this guidance,  separate contracts with the same party, entered into at
or near the same time,  will be  presumed to be a bundled  transaction,  and the
consideration  will be  measured  and  allocated  to the  separate  units of the
arrangement based on their relative fair values.  The guidance in EITF No. 00-21
became effective for revenue  arrangements  entered into for quarters  beginning
after June 15, 2003. We elected to apply this guidance  prospectively  from July
1, 2003.  Prior to the adoption of EITF No. 00-21,  under the  provisions of SAB
No. 101, we accounted for the sale of our handsets and our subsequent service to
the  customer as a single unit of  accounting  because our  wireless  service is
essential to the  functionality  of our handsets.  Accordingly,  we deferred all
activation  fee revenue and its  associated  direct  costs and  amortized  these
revenues and costs over the average life of our  subscribers,  which we estimate
to be 24 months.  Under EITF No.  00-21 we no longer  need to  consider  whether
customers can use their handsets  without our wireless service provided to them.
Because we meet the criteria  stipulated in EITF No. 00-21, the adoption of EITF
No. 00-21  requires us to account for the sale of the handset as a separate unit
of accounting from the subsequent service to the customer.  With the adoption of
EITF No.  00-21,  we now recognize  activation  fee revenue  generated  from our
retail stores as equipment revenue. In addition, we recognize the portion of the
direct  activation  fee costs related to the handsets sold in our retail stores.
Subsequent to July 1, 2003, we have continued to apply the provisions of SAB No.
101 and have deferred and amortized  activation fee revenue and costs  generated
by subscribers activated other than through our retail stores.

     We participate in the Sprint PCS national and regional distribution program
in which  national  retailers  such as  RadioShack  and Best Buy sell Sprint PCS
products and services.  In order to  facilitate  the sale of Sprint PCS products
and services,  national  retailers  purchase  wireless  handsets from Sprint for
resale and receive  compensation from Sprint for products and services sold. For
industry competitive  reasons,  Sprint subsidizes the price of these handsets by
selling the  handsets at a price below cost.  Under our  affiliation  agreements
with Sprint, when a national retailer sells a handset purchased from Sprint to a
subscriber  in our  territory,  we are  obligated  to  reimburse  Sprint for the
handset subsidy that Sprint  originally  incurred.  The national  retailers sell
Sprint wireless services under the Sprint and Sprint PCS brands and marks. We do
not  receive  any  revenues  from  the sale of  wireless  handsets  by  national
retailers.  We classify these Sprint wireless handset subsidy charges as a sales
and  marketing  expense  for a wireless  handset  sale to a new  subscriber  and


                                       22
<PAGE>

classify these subsidies as a cost of service for a wireless  handset upgrade to
an existing subscriber.

     A  management  fee  of  8%  of  collected  PCS  revenues  from  Sprint  PCS
subscribers based in our territory is accrued as services are provided, remitted
to Sprint and recorded as general and administrative expense. Revenues generated
from the sale of  handsets  and  accessories,  inbound and  outbound  Sprint PCS
roaming fees, and roaming services  provided to Sprint PCS customers who are not
based in our  territory  are not  subject  to the 8%  affiliation  fee.  Expense
related to the  management  fees charged under the  agreement was  approximately
$2.3  million  and $3.7  million for the three  months  ended March 31, 2005 and
2004, respectively.

IMPLEMENTATION OF FRESH-START ACCOUNTING

     Pursuant to American Institute of Certified Public Accountants, or "AICPA,"
Statement of Position 90-7  "Financial  Reporting by Entities in  Reorganization
under the Bankruptcy Code," or "SOP 90-7," the accounting for the effects of the
Reorganization  began  once  the Plan of  Reorganization  was  confirmed  by the
Bankruptcy  Court,  which became  effective on October 1, 2004. The  fresh-start
accounting  principles pursuant to SOP 90-7 provide,  among other things, for us
to determine the value to be assigned to the assets of reorganized  Horizon PCS,
Inc. as of the confirmation date.

     We adopted  fresh-start  accounting as of October 1, 2004 and our emergence
from Chapter 11 resulted in a new reporting entity.  The periods as of September
30, 2004 and prior to October 1, 2004 have been designated "Predecessor Company"
and the periods subsequent to September 30, 2004 have been designated "Successor
Company".  Under fresh-start accounting,  our reorganization value was allocated
to our assets  based on their  respective  fair  values in  conformity  with the
purchase  method of  accounting  for business  combinations.  As a result of the
implementation  of fresh-start  accounting,  our financial  statements after the
effective date are not comparable to our financial statements for prior periods.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, the FASB issued SFAS No. 123 (revised 2004),  Share-Based
Payment,  which replaces SFAS No. 123,  Accounting for Stock-Based  Compensation
and  supercedes  APB Opinion No. 25,  Accounting  for Stock Issued to Employees.
SFAS No. 123R requires all share-based  payments to employees,  including grants
of employee stock options, to be recognized in the financial statements based on
their fair values. The pro forma disclosures previously permitted under SFAS No.
123 no longer will be an alternative to financial  statement  recognition.  SFAS
No.  123R has been  adopted as  discussed  in Note 4 and did not have a material
effect on our consolidated financial statements.

     In  November  2004,  the FASB  issued SFAS No.  151,  Inventory  Costs,  an
amendment of ARB No. 43, Chapter 4. The amendments  made by SFAS No. 151 clarify
that abnormal  amounts of idle facility  expense,  freight,  handling costs, and
wasted materials  (spoilage) should be recognized as current-period  charges and
require the allocation of fixed  production  overheads to inventory based on the
normal  capacity of the  production  facilities.  SFAS No. 151 is effective  for
fiscal years  beginning after June 15, 2005. The adoption of SFAS No. 151 is not
expected  to have a material  impact on the  Company's  financial  position  and
results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     We do not engage in commodity  futures trading  activities and do not enter
into derivative financial  instruments for speculative trading purposes. We also
do not engage in  transactions  in foreign  currencies  that would  expose us to
additional market risk.  Although in the past we have managed interest rate risk
on our  outstanding  long-term  debt through the use of fixed and  variable-rate
debt and interest rate swaps, we currently have no outstanding swaps.

     In the normal course of business,  our  operations  are exposed to interest
rate risk. Our primary interest rate risk exposure relates to (i) our ability to
refinance our fixed-rate  notes at maturity at market rates, and (ii) the impact
of interest rate movements on our ability to meet interest expense  requirements


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<PAGE>

and financial covenants under our debt instruments.

     As of March 31, 2005, we had outstanding borrowings of approximately $125.0
million  under our senior  notes  issued in 2004.  The rate of  interest  on the
senior notes is fixed at 11 3/8%.  To the extent that we incur any floating rate
financing  in the  future,  we would be  exposed to  interest  rate risk on such
indebtedness,  as variable  interest  rates may increase  substantially.  If the
merger  with iPCS is  consummated,  the  senior  notes  will  become  the direct
obligations of iPCS.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND INTERNAL CONTROLS

     Our  disclosure  controls and  procedures (as defined in Rule 13a-15(e) and
Rule 15d-15(e) under the Exchange Act) ("Disclosure  Controls") are controls and
procedures  that are designed with the  objective of ensuring  that  information
required to be disclosed in our reports  filed under the Exchange  Act,  such as
this annual report, is recorded,  processed,  summarized and reported within the
time  periods  specified in the SEC's rules and forms.  Disclosure  Controls are
also  designed  with  the  objective  of  ensuring  that  this   information  is
accumulated and  communicated  to our management,  including our Chief Executive
Officer  and our  Chief  Financial  Officer,  as  appropriate  to  allow  timely
decisions regarding required disclosure.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

     Our  management,  including  our  Chief  Executive  Officer  and our  Chief
Financial Officer, does not expect that our Disclosure Controls will prevent all
errors  and all  fraud.  A control  system,  no matter  how well  conceived  and
operated,  can  provide  only  reasonable,  not  absolute,  assurance  that  the
objectives  of the  control  system  are met.  Further,  the design of a control
system  must  reflect  the fact that  there are  resource  constraints,  and the
benefits of controls must be considered relative to their costs.

     Because of the inherent  limitations in all control systems,  no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud,  if any,  within  our  company  have  been  detected.  These  inherent
limitations  include the  realities  that  judgments in  decision-making  can be
faulty  and that  breakdowns  can occur  because of a simple  error or  mistake.
Additionally,  controls  can be  circumvented  by the  individual  acts  of some
persons,  by  collusion of two or more people or by  management  override of the
control.  Moreover,  the design of any system of  controls is also based in part
upon certain assumptions about the likelihood of future events.

     Notwithstanding the foregoing  limitations,  we believe that our Disclosure
Controls provide reasonable assurances that the objectives of our control system
are met.

     As of March 31, 2005, the last day of the period covered by this report, an
evaluation was carried out under the supervision and with the  participation  of
our management,  including our Chief  Executive  Officer and our Chief Financial
Officer,  of the  effectiveness  of the design and  operation of our  Disclosure
Controls. Based upon that evaluation,  our Chief Executive Officer and our Chief
Financial  Officer  concluded  that the design and  operation of our  Disclosure
Controls  were  effective  at the  reasonable  assurance  level to  ensure  that
material information related to our Company which is required to be disclosed in
reports filed under the Securities Exchange Act of 1934 is recorded,  processed,
summarized  and  reported  within the time  periods  specified  in SEC rules and
forms.

     There have not been any changes in our  internal  controls  over  financial
reporting (as such term is defined in Rules  13a-15(f)  and 15d-15(f)  under the
Exchange Act) during our first quarter ended March 31, 2005 that have materially
affected,  or are reasonably likely to materially  affect, our internal controls
over financial reporting.

     We place reliance on Sprint to adequately design its internal controls with
respect to the processes  established to provide financial information and other
information to us and the other PCS affiliates of Sprint. To address this issue,
Sprint engages an independent  registered  public  accounting  firm to perform a
periodic  evaluation  of these  controls  and to provide a "Report  on  Controls


                                       24
<PAGE>

Placed in Operation and Tests of Operating  Effectiveness  for Affiliates" under
guidance  provided in  Statement  of Auditing  Standards  No. 70. This report is
provided bi-annually to us.


                                       25
<PAGE>



                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are party to various  legal  actions that are ordinary and  incidental to our
business. While the outcome of legal actions cannot be predicted with certainty,
our  management  believes  the  outcome  of  these  proceedings  will not have a
material adverse effect on our financial condition or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     In the quarter  ended March 31, 2005,  we issued  103,749  shares of common
stock to creditors pursuant to our Plan of Reorganization. The Company relied on
the exemption from registration under Securities Act of 1933 provided by Section
1145 of the United States Bankruptcy Code.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5. OTHER INFORMATION

     (a) None.

     (b) None.

ITEM 6. EXHIBITS

EXHIBITS

   Exhibit No. Description
   ----------- -----------
     2.1***(1) Asset  Purchase  Agreement,  dated  as of May  12,  2004,  by and
               between Horizon PCS, Inc., Horizon Personal Communications, Inc.,
               Bright Personal Communications Services, LLC and Sprint PCS, Inc.
               (1)
     2.2***    Joint  Plan of  Reorganization  of  Horizon  PCS,  Inc.,  Horizon
               Personal Communications,  Inc. and Bright Personal Communications
               Services, LLC, dated as of September 20, 2004.
     2.3****(1)Agreement and Plan of Merger,  dated as of March 17, 2005, by and
               between iPCS, Inc. and Horizon PCS, Inc. (1)
     2.4****   Support Agreement, dated as of March 17, 2005, by and among iPCS,
               Inc.,  Apollo  Investment  Fund  IV,  L.P.  and  certain  of  its
               affiliates.
     2.5****   Support  Agreement,  dated as of March  17,  2005,  by and  among
               Horizon   PCS,   Inc.   and   certain   affiliates   of  American
               International Group, Inc.

     2.6****   Support Agreement, dated as of March 17, 2005, by and among iPCS,
               Inc.,  Horizon PCS,  Inc. and certain  affiliates of Silver Point
               Capital L.P.

     2.7****   Ancillary  Agreement,  dated as of March 17,  2005,  by and among
               iPCS, Inc., certain affiliates of American  International  Group,
               Inc.,  certain  affiliates  of Silver Point  Capital L.P,  Apollo
               Investment Fund IV, L.P. and certain of its  affiliates,  and the
               Timothy M. Yager 2001 Trust.


                                       26
<PAGE>


     3.1***    Amended and Restated Certificate of Incorporation of Horizon PCS.
     3.2***    Amended and Restated Bylaws of Horizon PCS.
    10.3.5***  Addendum  VIII to Sprint PCS  Management  Agreement,  dated as of
               March 16, 2005,  among  Horizon  Personal  Communications,  Inc.,
               SprintCom,   Inc.,  Sprint  Spectrum  L.P.,   WirelessCo,   L.P.,
               PhillieCo,  L.P., APC PCS, LLC and Sprint Communications Company,
               L.P.
    10.7.1***  Addendum  IV  to  Sprint  PCS  Management Agreement,  dated as of
               March  16, 2005,  by  and  between  Sprint Spectrum L.P.,  Sprint
               Communications Company, L.P.  and Bright  Personal Communications
               Services, LLC.
    10.14***   Settlement  Agreement  and  Mutual Release, dated as of March 16,
               2005,  by  and  between  Sprint  Spectrum  L.P., SprintCom, Inc.,
               WirelessCo,   L.P.,   PhillieCo,  L.P.,   APC  PCS,  LLC,  Sprint
               Communications  Company  L.P.,  Horizon  Personal Communications,
               Inc.  Bright  Personal  Communications  Services, LLC and Horizon
               PCS, Inc.
     31.1      Certification   of   CEO   Pursuant   to   Section   302  of  the
               Sarbanes-Oxley Act of 2002.
     31.2      Certification   of   CFO   Pursuant   to   Section   302  of  the
               Sarbanes-Oxley Act of 2002.
     32.1      Certification  of CEO  Pursuant  to 18 U.S.C.  Section  1350,  as
               Adopted  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
               2002.
     32.2      Certification  of CFO  Pursuant  to 18 U.S.C.  Section  1350,  as
               Adopted  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
               2002.

***  incorporated by reference to the same exhibit number  previously filed with
     the  Registration  Statement  on  Form  S-4 of  the  Registrant  (File  No.
     333-123383).
**** incorporated  herein  by  reference  to the  Current  Report on Form 8-K of
     Horizon PCS, Inc. filed on March 18, 2005.
(1)  In accordance  with Item  601(b)(2) of Regulation  S-K, the schedules  have
     been omitted and a list briefly  describing  the schedules is at the end of
     the  Exhibit.  The  Registrant  will furnish  supplementally  a copy of any
     omitted schedule to the commission upon request.



                                       27
<PAGE>


                                   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.

                              HORIZON PCS, INC.
                              Registrant


  Date: May 16, 2005          By: /s/  William A. McKell
                                  --------------------------
                              William A. McKell
                              President and Chief Executive Officer
                              (Principal Executive Officer)



  Date: May 16, 2005          By: /s/  Peter M. Holland
                                 --------------------------
                              Peter M. Holland
                              Chief Financial Officer
                              (Principal Financial and Chief Accounting Officer)


                                       28