# SECURITIES
AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

---

# FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 333-41040

# NUVOX, INC.

(Exact name of registrant as specified in its charter)

|DELAWARE                                                      | 43-1820855                          
|------------------------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction ofIncorporation or Organization) | (I.R.S. Employer Identification No.)

|16090 Swingley Ridge Road, Suite 500, Chesterfield, Missouri | 63017     
|------------------------------------------------------------ | ----------
|(Address of Principal Executive Offices)                     | (Zip Code)

Registrants telephone number, including area code:(636) 537-5700

Indicate by check mark whether the registrant:  (1) has filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange Act of 1934 during the  preceding  12 months (or for such  shorter  period
that the registrant was required to file such reports),  and (2) has been subject to such filing  requirements  for
the past 90 days.   Yes  |X|    No  |_|

At April 30, 2002, 1,005,434 shares of the registrants common stock were outstanding.

# NUVOX, INC.

# QUARTERLY
REPORT ON FORM 10-Q

# TABLE OF
CONTENTS

Page No.

|Part I  Financial Information | 1                                                                                            
|----------------------------- | ---------------------------------------------------------------------------------------------
|                              | Item 1. Financial Statements                                                                 
|                              |                                                                                              
|                              |                                                                                              
|                              |                                                                                              
|                              |                                                                                              
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|Part II  Other Information    | 25                                                                                           
|                              | Item 2. Changes In Securities and Use of Proceeds                                            
|                              | Item 6. Exhibits and Reports On Form 8-K                                                     
|Signatures                    | 27                                                                                           
|Index to Exhibits             | 28                                                                                           

# PART IFINANCIAL INFORMATION

Item 1.     Financial Statements.

1

NUVOX, INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share data)

|Assets                                                                                                                                                                                                                                                           |   | March 31,2002 |   | December 31,2001
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------- | - | ----------------
|Current assets:                                                                                                                                                                                                                                                  |   | (unaudited)   |   |                 
|Cash and cash equivalents                                                                                                                                                                                                                                        | $ | 23,531        | $ | 46,973          
|Accounts receivable, net of allowance for doubtful accounts of $2,249 and $2,680 in 2002 and
     2001, respectively                                                                                                                                             |   | 19,507        |   | 17,993          
|Prepaid expenses and other current assets                                                                                                                                                                                                                        |   | 10,364        |   | 9,021           
|Total current assets                                                                                                                                                                                                                                             |   | 53,402        |   | 73,987          
|Property and equipment, net                                                                                                                                                                                                                                      |   | 247,037       |   | 256,167         
|Other noncurrent assets:                                                                                                                                                                                                                                         |   |               |   |                 
|Goodwill, net                                                                                                                                                                                                                                                    |   | 45,960        |   | 225,960         
|Other intangible assets, net                                                                                                                                                                                                                                     |   | 11,723        |   | 7,597           
|Other assets                                                                                                                                                                                                                                                     |   | 4,403         |   | 4,725           
|Total other noncurrent assets                                                                                                                                                                                                                                    |   | 62,086        |   | 238,282         
|Total assets                                                                                                                                                                                                                                                     | $ | 362,525       | $ | 568,436         
|Liabilities and Stockholders Equity                                                                                                                                                                                                                             |   |               |   |                 
|Current liabilities:                                                                                                                                                                                                                                             |   |               |   |                 
|Accounts payable                                                                                                                                                                                                                                                 | $ | 10,878        | $ | 15,344          
|Accrued expenses and other current liabilities                                                                                                                                                                                                                   |   | 25,870        |   | 27,125          
|Total current liabilities                                                                                                                                                                                                                                        |   | 36,748        |   | 42,469          
|Deferred hedge liability                                                                                                                                                                                                                                         |   | 7,734         |   | 9,303           
|Long-term debt                                                                                                                                                                                                                                                   |   | 176,628       |   | 163,804         
|Other long-term liabilities                                                                                                                                                                                                                                      |   | 805           |   | 936             
|Total long-term liabilities                                                                                                                                                                                                                                      |   | 185,167       |   | 174,043         
|Total liabilities                                                                                                                                                                                                                                                |   | 221,915       |   | 216,512         
|Minority interest                                                                                                                                                                                                                                                |   | 1,157         |   | 1,214           
|Stockholders equity:                                                                                                                                                                                                                                            |   |               |   |                 
|Preferred stock - Series A through F, $.01 par value, 800,000,000 shares authorized;
     511,081,491 and 212,779,300 issued and outstanding in 2002 and 2001, respectively;
     liquidation preference of $750,000 and $687,024 in 2002 and 2001, respectively |   | 5,111         |   | 2,128           
|Common stock, $.01 par value, 900,000,000 shares authorized; 1,005,434 and 12,423,242 issued in     2002 and 2001, respectively                                                                                                                                  |   | 10            |   | 124             
|Additional paid-in capital                                                                                                                                                                                                                                       |   | 618,465       |   | 621,346         
|Receivables from shareholders                                                                                                                                                                                                                                    |   | (3,482)       |   | (3,482)         
|Unearned stock-based compensation                                                                                                                                                                                                                                |   | (1,226)       |   | (1,508)         
|Accumulated deficit                                                                                                                                                                                                                                              |   | (479,425)     |   | (267,898)       
|Total stockholders equity                                                                                                                                                                                                                                       |   | 139,453       |   | 350,710         
|Total liabilities and stockholders equity                                                                                                                                                                                                                       | $ | 362,525       | $ | 568,436         

See accompanying notes to condensed consolidated financial statements.

2

NUVOX, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)

|                                                                                                    |   | Three MonthsEnded March 31,
|--------------------------------------------------------------------------------------------------- | - | ---------------------------
|                                                                                                    |   | 2002                       
|Revenue                                                                                             | $ | 30,360                     
|Operating expenses:                                                                                 |   |                            
|Cost of communication services (exclusive of depreciation and amortization, shown separately below) |   | 18,506                     
|Selling, general and administrative                                                                 |   | 25,035                     
|Stock-based compensation expense                                                                    |   | 270                        
|Depreciation and amortization                                                                       |   | 15,968                     
|Total operating expenses                                                                            |   | 59,779                     
|Loss from operations                                                                                |   | (29,419)                   
|Other income (expense):                                                                             |   |                            
|Interest income                                                                                     |   | 70                         
|Interest expense                                                                                    |   | (3,804)                    
|Unrealized gain (loss) on derivative instrument                                                     |   | 1,569                      
|Equity in loss of affiliate                                                                         |   |                           
|Total other expense                                                                                 |   | (2,165)                    
|Net loss before minority interest and cumulative effect of change in accounting principle           |   | (31,584)                   
|Minority interest                                                                                   |   | 58                         
|Net loss before cumulative effect of change in accounting principles                                |   | (31,526)                   
|Cumulative effect of change in accounting principles:                                               |   |                            
|Accounting for goodwill                                                                             |   | (180,000)                  
|Accounting for derivative instruments                                                               |   |                           
|Net loss                                                                                            | $ | (211,526)                  
|Net loss per share, basic and diluted:                                                              |   |                            
|Net loss before cumulative effect of change in accounting principles                                | $ | (3.16)                     
|Cumulative effect of change in accounting principles                                                |   | (18.05)                    
|Net loss per share                                                                                  | $ | (21.21)                    
|Weighted average number of common shares outstanding, basic and diluted                             |   | 9,971,294                  

See accompanying notes to condensed consolidated financial statements.

3

NUVOX, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

|                                                                            |   | Three MonthsEnded March 31,
|--------------------------------------------------------------------------- | - | ---------------------------
|                                                                            |   | 2002                       
|Cash flows from operating activities:                                       |   |                            
|Net loss                                                                    | $ | (211,526)                  
|Adjustments to reconcile net loss to net cash used in operating activities: |   |                            
|Depreciation and amortization                                               |   | 15,968                     
|Minority interest                                                           |   | (58)                       
|Equity in loss of affiliate                                                 |   |                           
|Provision for doubtful accounts                                             |   | 1,174                      
|Stock-based compensation expense                                            |   | 270                        
|Unrealized (gain) loss on derivative instrument                             |   | (1,569)                    
|Cumulative effect of change in accounting principle                         |   | 180,000                    
|Changes in assets and liabilities:                                          |   |                            
|Increase in accounts receivable                                             |   | (2,688)                    
|Increase in prepaid expenses and other assets                               |   | (1,160)                    
|Increase (decrease) in accounts payable                                     |   | (4,466)                    
|Decrease in accrued expenses and other current liabilities                  |   | (2,022)                    
|Net cash used in operating activities                                       |   | (26,077)                   
|Cash flows from investing activities:                                       |   |                            
|Payments related to acquisitions, net of cash                               |   | (4,534)                    
|Purchases of property and equipment                                         |   | (5,524)                    
|Purchase of investments                                                     |   |                           
|Net cash used in investing activities                                       |   | (10,058)                   
|Cash flows from financing activities:                                       |   |                            
|Proceeds from long-term debt                                                |   | 12,846                     
|Proceeds from issuance of stock                                             |   |                           
|Other                                                                       |   | (153)                      
|Net cash provided by financing activities                                   |   | 12,693                     
|Net decrease in cash                                                        |   | (23,442)                   
|Cash, beginning of period                                                   |   | 46,973                     
|Cash, end of period                                                         | $ | 23,531                     
|Supplemental disclosures of cash flow information:                          |   |                            
|Cash paid for interest                                                      | $ | 2,815                      

See accompanying notes to condensed consolidated financial statements.

4

NUVOX, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

(1)     General

NuVox, Inc. (NuVox or the Company) was incorporated as a Delaware corporation in June 1998 for the
purpose of being a facilities-based provider of integrated voice, data and Internet telecommunications services
in selected markets in the United States.  As of March 31, 2002 and 2001, NuVox was operational in 30 markets
throughout the midwestern and southeastern United States.

NuVox has incurred substantial operating losses and capital expenditures, resulting in negative cash
flow since its inception, and expects to continue to experience significant operating losses and negative cash
flow as it expands its operations and grows its customer base.  NuVox intends to fund the negative operating cash
flows through its debt and equity capital.

(2)     Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in
accordance with the rules and regulations of the Securities and Exchange Commission.  The interim consolidated
financial statements include the consolidated accounts of NuVox, Inc., its wholly-owned subsidiaries and
affiliated companies in which NuVox has a controlling interest (collectively, "NuVox").  Until April 30, 2001,
NuVox had a fifty percent interest in a joint venture which is accounted for under the equity method.  On April
30, 2001 the joint venture was liquidated.  All significant intercompany balances and transactions have been
eliminated.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation of the interim information have been included.  Certain footnote
disclosures normally included in financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and
regulations.  These financial statements should be read in conjunction with NuVoxs audited consolidated
financial statements as of and for the year ended December 31, 2001 which are included in NuVoxs 2001 Form 10-K
(Commission File No. 333-41040).  Certain amounts in the prior periods condensed consolidated financial
statements have been reclassified to conform with the current period presentation.  The results of operations for
the interim periods are not necessarily indicative of the results to be expected for the full year.   The
Companys comprehensive loss is equal to the reported net loss for the three months ended March 31, 2002 and 2001.

(3)     Adoption of Accounting Standards

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 142, Goodwill and Other Intangible Assets.   Under SFAS 142, goodwill and acquired
intangible assets with indefinite lives are no longer amortized.  This standard also requires that goodwill and
acquired intangible assets with indefinite lives be subject to at least an annual assessment for impairment
through the application of a fair value-based test.  As of December 31, 2001, the Company had unamortized
goodwill of $226 million, which was subject to the provisions of SFAS No. 142.    On January 1, 2002, the Company
implemented SFAS 142.  Based upon a fair value analysis, utilizing comparable public company and discounted cash
flow valuations, the Company has recorded a goodwill impairment of $180 million as a cumulative effect of change
in accounting principle.

In August 2001, the FASB
issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. This standard addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. This standard supersedes SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of. The adoption of this standard on January 1, 2002
did not have a material impact on the Company's consolidated financial position or results
of operations.

5

NUVOX, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

On January 1, 2001, the Company implemented SFAS 133, as amended.   The implementation of SFAS 133, as amended,
resulted in a cumulative loss due to the change in accounting principle of approximately $2.5 million, an
unrealized loss on derivative instrument of approximately $2.5 million for the three months ended March 31, 2001
and an unrealized gain on derivative instrument for the three months ended March 31, 2002 of $1.6 million.  The
Company's interest rate hedging instrument does not qualify under SFAS 133 for hedge accounting.  Thus, the
changes in the fair market value of the instrument, which reflects market prices and volatility at the balance
sheet date, are recorded to the statement of operations.

(4)     Acquisitions

Acquisition of US Net assets

In January 2002, NuVox purchased certain assets from MDM i NET LLC (d/b/a US Net).  Under terms of the
agreement, NuVox paid $4.5 million in cash which was allocated based upon the fair value of the assets acquired
and the liabilities assumed as follows (in thousands):

|Property and equipment |  | $      765
|---------------------- |  | ----------
|Customer lists         |  | 4,537     
|Liabilities assumed    |  | (768)     
|Net cash paid          |  | $    4,534

The acquisition has been accounted for using the purchase method of accounting.  Accordingly, the
results of operations associated with the acquired assets are included in NuVoxs results of operations
subsequent to the date of the purchase. The allocated value of customer lists is being amortized over a period of five years based upon the assumed
attrition rate of such customers.

(5)     Property and Equipment

Property and equipment consist of the following (in thousands):

| |                                                | March 31,2002    |  | December 31,2001
| | ---------------------------------------------- | ---------------- |  | ----------------
| | Network equipment                              | $        239,076 |  | $        237,234
| | Computer hardware and software                 | 40,385           |  | 37,514          
| | Leasehold improvements                         | 14,386           |  | 14,178          
| | Transportation equipment                       | 7,776            |  | 7,836           
| | Furniture and office equipment                 | 6,662            |  | 6,647           
| | Other                                          | 1,507            |  | 1,141           
| | Property and equipment, in service             | 309,792          |  | 304,550         
| | Less accumulated depreciation and amortization | 79,051           |  | 65,625          
| | Property and equipment, in service, net        | 230,741          |  | 238,925         
| | Construction-in-progress                       | 16,296           |  | 17,242          
| | Property and equipment, net                    | $        247,037 |  | $        256,167

6

NUVOX, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

During the three months ended March 31, 2002 and 2001, depreciation expense was $15.4 million and $10.3 million,
respectively.

(6)     Goodwill

The changes in the carrying amount of goodwill for the three months ended March 31, 2002 are as follows
(in thousands):

|Balance as of January 1, 2002       |  | $   225,960
|----------------------------------- |  | -----------
|Goodwill acquired during the period |  |           
|Impairment losses                   |  | (180,000)  
|                                    |  | $    45,960

The following table adjusts on a pro forma basis reported results to exclude
goodwill amortization during the three months ended March 31, 2001(in
thousands):

| |                                                | Three Months Ended March 31,
| | ---------------------------------------------- | ----------------------------
| |                                                | 2002                        
| | Reported net loss                              | $   (211,526)               
| | Add back goodwill amortization                 |                            
| | Adjusted net loss                              | $   (211,526)               
| | Reported net loss per share, basic and diluted | $   (21.21)                 
| | Add back goodwill amortization                 |                            
| | Adjusted net loss per share, basic and diluted | $   (21.21)                 

(7)     Other Intangible Assets

Other intangible assets consist of the following (in thousands):

| |                               | March 31,2002   |  | December 31,2001
| | ----------------------------- | --------------- |  | ----------------
| | Deferred financing costs      | $        8,352  |  | $        8,328  
| | Customer lists                | 4,652           |  |                
| | Gross carrying cost           | 13,004          |  | 8,328           
| | Less accumulated amortization | 1,281           |  | 731             
| | Other intangible assets, net  | $        11,723 |  | $        7,597  

7

NUVOX, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

During the three months ended March 31, 2002 and 2001, amortization expense associated with the other
intangible assets was $0.6 million and $0.1 million, respectively.

Estimated future amortization expense of other intangible assets is as follows (in thousands):

|For the nine months ended December 31, 2002 |  | $   1,966
|------------------------------------------- |  | ---------
|For the year ended December 31, 2003        |  | 2,621    
|For the year ended December 31, 2004        |  | 2,562    
|For the year ended December 31, 2005        |  | 2,558    
|For the year ended December 31, 2006        |  | 2,016    
|                                            |  | $  11,723

(8)     Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

| |                                         | March 31,2002 |  | December 31,2001
| | --------------------------------------- | ------------- |  | ----------------
| | Accrued costs of communication services | $   7,530     |  | $   3,039       
| | Accrued taxes                           | 6,427         |  | 4,956           
| | Accrued employee expenses               | 3,191         |  | 4,563           
| | Acquisition liabilities                 | 4,160         |  | 6,092           
| | Accrued interest                        | 1,630         |  | 641             
| | Other                                   | 2,932         |  | 7,834           
| | Total                                   | $   25,870    |  | $   27,125      

(9)     Long-Term Debt

On November 1, 2000, Gabriel Communications Finance  Company, an indirectly wholly-owned subsidiary of
the Company (the "Borrower"), entered into a $225 million senior secured credit facility ("Credit Facility").  An
aggregate of $98.2 million was drawn at that date to repay previous secured credit facilities and pay certain
other expenses.

The $225 million Credit Facility consists of a $40 million term loan facility, a $60 million revolving
credit facility, and $125 million in two-year delayed draw term loan facilities, including a $45 million facility
provided by Nortel Networks, Inc. to provide financing for the purchase of equipment and services from Nortel
Networks.  The Credit Facility is available, subject to satisfaction of certain terms and conditions, primarily
to provide financing for capital expenditures and working capital.  Pursuant to an amendment effective September
21, 2001, borrowings are limited to no more than $200 million prior to June 30, 2002 and $225 million
thereafter.  The lenders commitments to honor borrowing requests under the Nortel Networks $45 million term loan
facility expire on November 1, 2002 to the extent that borrowings in that amount are not drawn on or before such
date.  Quarterly repayment of outstanding borrowings under the term loan and revolving credit facilities will
commence on December 31, 2003 and continue through September 30, 2006.  Interest on outstanding borrowings varies
based on the Borrowers leverage ratio and is initially the London Interbank Offer Rate (LIBOR) plus 4.50% (the
interest rate at March 31, 2002 was 6.5%).  The initial commitment fee on the unused portion of the Credit
Facility was 1.50% per annum, paid quarterly, and is reduced based upon usage (the applicable commitment fee
percentage at March 31, 2002 was 0.75%).  Obligations under the Credit Facility are guaranteed by NuVox, its
direct wholly-owned subsidiary, Gabriel Communications Properties, Inc., and all of the existing and subsequently
acquired subsidiaries of the Borrower.  The Credit Facility is secured by a pledge of all of the capital stock of
Gabriel Communications Properties, Inc., the Borrower and each of the Borrowers subsidiaries and a security
interest in the assets of Gabriel Communications Properties, Inc. (other than its unrestricted subsidiaries), the
Borrower and each of the Borrowers subsidiaries.

8

NUVOX, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

The Credit Facility contains restrictive covenants that, among other things, impose limitations on
indebtedness, liens, investments, capital expenditures, dividends and other specified transactions and payments.
The restrictive covenants effectively prohibit NuVox from paying any cash dividends on its common stock and
preferred stock for the foreseeable future.  The Credit Facility also requires the Borrower and NuVox to maintain
certain operating and financial performance measures at the end of each calendar quarter, including not exceeding
specified levels of adjusted EBITDA loss (loss before interest, taxes, depreciation and amortization, adjusted to
exclude the effects of other non-cash items), achieving specified minimum levels of adjusted revenues (gross
revenues less resale, carrier access and reciprocal compensation revenues), access lines and gross profit and
maintaining specified levels of minimum available cash (which, for purposes of the covenants, means the sum of
the unused commitments under the Credit Facility plus cash and cash equivalents).  The Company has heretofore
maintained full compliance with each of its applicable financial covenants.

For each fiscal quarter ending on or prior to June 30, 2003, the Company must meet or exceed the
following financial covenants:

|     |  | Minimum Adjusted Revenues |  | Minimum Access Lines |  | Minimum Gross Profit |  | Maximum adjusted EBITDA Loss/Minimum adjusted EBITDA |  | Minimum Available Cash
|---- |  | ------------------------- |  | -------------------- |  | -------------------- |  | ---------------------------------------------------- |  | ----------------------
|2Q02 |  | 31.4 million              |  | 196,000              |  | 14.9 million         |  | (9.8 million)                                        |  | 43.5 million          
|3Q02 |  | 37.7 million              |  | 233,000              |  | 18.8 million         |  | (5.3 million)                                        |  | 23.5 million          
|4Q02 |  | 44.4 million              |  | 272,000              |  | 23.2 million         |  | 100,000                                              |  | 7.0 million           
|1Q03 |  | 51.8 million              |  | 313,000              |  | 30.4 million         |  | 8.9 million                                          |  | 5.0 million           
|2Q03 |  | 59.0 million              |  | 356,000              |  | 34.4 million         |  | 13.0 million                                         |  | 5.0 million           

If the Company is not able to achieve the results required by its financial covenants, the lenders could
decide not to extend additional loans under the Credit Facility and they could elect to pursue other remedies.

The Credit Facility contains provisions for increases and decreases of such financial covenant amounts
in the event of certain acquisitions or asset sales, respectively, for which total consideration, when aggregated
with the consideration paid or received in all other acquisitions or asset sales since September 21, 2001 or
since the date of any future adjustment, exceeds $5 million in the aggregate.

Indebtedness under the Credit Facility totaled $175.0 at March 31, 2002 (including $31.2 million of
outstanding borrowings from Nortel Networks and a $1.0 million letter of credit) at an interest rate of 6.5%.

On September 14, 2001, GCI Transportation Company, L.L.C. ("GCI"), an affiliate which is 70% owned by
the Company, obtained a $2.76 million secured credit facility primarily to finance working capital of GCI.  The
aggregate $2.76 million was drawn at that date.  Monthly repayments of the outstanding borrowings commenced on
November 1, 2001 and continue through October 1, 2019.  Interest on the outstanding borrowings is variable at
LIBOR plus 2.95%.  At March 31, 2002, $2.70 million remained outstanding under this facility at an interest rate
of 5.5%.

9

NUVOX, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

Principal maturities of long-term debt at March 31, 2002 are as follows (in thousands):

|2002       |  | $           94
|---------- |  | --------------
|2003       |  | 4,127         
|2004       |  | 18,234        
|2005       |  | 26,297        
|2006       |  | 125,747       
|Thereafter |  | 2,223         
|Total      |  | $  176,722    

As of March 31, 2002, the Company has in place an interest rate hedging agreement in the form of an
interest rate collar.  This collar limits the Companys exposure to and benefits from interest rate fluctuations
on its variable rate debt to within a certain range of rates.  At March 31, 2002, the fair value of the collar
was $(7.7) million.  The fair value of this interest rate collar is estimated based on quotes from brokers and
represents the estimated amount that the Company would expect to pay to terminate the agreement at March 31, 2002.

(10)     Loss Per Share

A reconciliation of the number of shares used in the calculation of basic and diluted loss per share
follows:

| |                                                                                       | ThreeMonthsEndedMarch 31,2002 |  | ThreeMonthsEndedMarch 31,2001
| | ------------------------------------------------------------------------------------- | ----------------------------- |  | -----------------------------
| | Shares outstanding - beginning of period                                              | 12,423,242                    |  | 19,494,405                   
| | Weighted average number of common shares issued                                       |                              |  | 157,408                      
| | Weighted average number of common shares, converted                                   | (2,451,948)                   |  |                             
| | Weighted average number of common shares outstanding - end of period                  | 9,971,294                     |  | 19,651,813                   
| | Dilutive effect of preferred stock conversion and employee stock options and warrants |                              |  |                             
| | Diluted shares outstanding                                                            | 9,971,294                     |  | 19,651,813                   

In calculating diluted loss per share for the periods ended March 31, 2002 and March 31, 2001, employee
stock options and warrants to purchase 41,389,111 and 31,283,426 shares of stock, respectively, and preferred
stock convertible into common shares of 511,081,491 and 99,302,505, respectively, were outstanding but were not
included in the computation of diluted loss per share due to their antidilutive effect.

(11)     Stock Based Compensation

Pursuant to the Companys 1998 and 2001 Stock Incentive Plans, the Company has granted non-qualified
stock options and warrants to employees.  The Company has authorized the issuance of 32,681,552 shares of Series
F Convertible Preferred Stock under the 2001 Stock Incentive Plan.  The Company does not plan to grant any
additional options under the 1998 Stock Incentive Plan.  Each option and warrant enables the employee to purchase
one share of stock at the exercise price, subject to applicable vesting provisions.  The nonqualified stock
options and warrants have terms of 10 years from the dates of the grant.  One-third of the nonqualified common
stock options vest upon completion of each of the first, second and third full year of service after the dates of
grant.  The warrants are fully vested on the date of issuance.  The nonqualified preferred stock options vest
one-third upon completion of one full year of service after the date of grant and an additional 1/36 upon
completion of each full month of continuous service thereafter.

10

NUVOX, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

The following is a summary of activity with respect to common stock options and warrants under the 1998
Stock Incentive Plan.

|                                                      |  | Shares Subject toOptions & Warrants |  | Price         |  | Weighted AverageExercise Price
|----------------------------------------------------- |  | ----------------------------------- |  | ------------- |  | ------------------------------
|Options and warrants outstanding at December 31, 2000 |  | 5,943,577                           |  |               |  |                               
|Granted                                               |  | 1,090,263                           |  | $4.00 - $8.00 |  | $4.12                         
|Anti-dilution adjustment *                            |  | 1,262,692                           |  | $1.04         |  | $1.04                         
|Canceled                                              |  | (857,005)                           |  | $2.40 - $5.60 |  | $4.05                         
|Exercised                                             |  | (2,833)                             |  | $2.40         |  | $2.40                         
|Options and warrants outstanding at December 31, 2001 |  | 7,436,694                           |  | $1.04 - $8.00 |  | $2.65                         
|Canceled                                              |  | (240,747)                           |  | $2.40 - $8.00 |  | $4.26                         
|Exercised                                             |  |                                    |  |              |  |                              
|Options and warrants outstanding at March 31, 2002    |  | 7,195,947                           |  | $1.04 - $8.00 |  | $2.79                         

---

|* | Warrants to purchase 670,000 shares at $3.00 per share were adjusted to
1,932,692 shares at $1.04 per share as a result of the placement of 59,903,994
Series D units at $1.50 per unit on September 20, 2001.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Exercisable options and warrants under the 1998 Stock Incentive Plan totalled 4,484,564 and 4,149,612,
at March 31, 2002 and December 31, 2001, respectively.  The weighted average exercise price per share of the
exercisable options was $2.22 and $2.34, respectively.

Pursuant to the terms of a merger agreement, NuVox assumed and adopted, at November 1, 2000, the plan
under which the acquired company had granted common stock options to its employees.  The following is a summary
of activity with respect to NuVox stock options issued in substitution for options outstanding immediately prior
to the effective time of the merger under this plan.

|                                                   |  | Shares Subjectto Options |  | Price         |  | Weighted AverageExercise Price
|-------------------------------------------------- |  | ------------------------ |  | ------------- |  | ------------------------------
|Options outstanding at December 31, 2000           |  | 10,890,799               |  |               |  |                               
|Canceled                                           |  | (1,318,157)              |  | $2.03 - $5.56 |  | $3.76                         
|Exercised                                          |  | (206,563)                |  | $1.36 - $3.84 |  | $2.23                         
|Options outstanding at December 31, 2001           |  | 9,366,079                |  | $1.36 - $5.56 |  | $4.11                         
|Canceled                                           |  | (73,978)                 |  | $2.03 - $5.56 |  | $3.61                         
|Exercised                                          |  |                         |  |              |  |                              
|Options and warrants outstanding at March 31, 2002 |  | 9,292,101                |  | $1.36 - $5.56 |  | $4.11                         

Exercisable options under this plan totalled 7,236,626 and 6,203,431 at March 31, 2002 and December 31,
2001, respectively.  The weighted average exercisable price per share of the exercisable options was $3.76 and
$3.27, respectively.

11

NUVOX, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

Effective September 20, 2001, NuVox adopted the 2001 Stock Incentive Plan.  The following is a summary
of activity with respect to Series F-1 preferred stock options under this plan:

|                                         |  | Shares Subjectto Options |  | Price |  | Weighted AverageExercise Price
|---------------------------------------- |  | ------------------------ |  | ----- |  | ------------------------------
|Options issued at October 16, 2001       |  | 17,909,000               |  | $0.59 |  | $0.59                         
|Canceled                                 |  | (488,000)                |  | $0.59 |  | $0.59                         
|Options outstanding at December 31, 2001 |  | 17,421,000               |  | $0.59 |  | $0.59                         
|Granted                                  |  | 1,039,000                |  | $0.59 |  | $0.59                         
|Canceled                                 |  | (508,500)                |  | $0.59 |  | $0.59                         
|Options outstanding at March 31, 2002    |  | 17,951,500               |  | $0.59 |  | $0.59                         

There were no exercisable
options under the 2001 Stock Incentive Plan at March 31, 2002.

(12)     Stockholders Equity

NuVoxs
authorized common stock consists of 900,000,000 shares of which 1,005,434 shares
and  12,423,242  shares  were  issued and  outstanding  as of March 31, 2002 and
December 31, 2001, respectively.  The Companys  authorized preferred stock
consists of 800,000,000  shares.  On September 20, 2001,  NuVox closed a private
placement of shares of Series D Convertible  Preferred  Stock  pursuant to which
proceeds  from the sale of 59,903,994  shares of Series D Convertible  Preferred
Stock at $1.50 per  share,  or $89.8  million,  were  received,  of which  $87.1
million  was paid in cash and $2.7  million  was paid in five  year  notes.  The
various series of Series E Preferred Stock have been issued pursuant to Series E
warrants  which were issued  together  with the Series D  Convertible  Preferred
Stock.  During the three  months  ended  December  31,  2001,  an  aggregate  of
64,313,398  shares of Series E  Preferred  Stock  were  issued in  exchange  for
10,740,598  shares of Series A-C Preferred Stock and 7,355,392  shares of Common
Stock. During the three months ended March 31, 2002, an aggregate of 382,208,567
shares of Series E Preferred Stock were issued in exchange for 83,906,376 shares
of Series A-C Preferred Stock and 11,417,808 shares of Common Stock.

12

NUVOX, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

Set forth below are the shares authorized, liquidation preferences, conversion prices, and shares issued
and outstanding for each series of NuVox preferred stock:

|                                |  |                   |  |                                |  |                  |  | Shares Issued & OutstandingAs of
|------------------------------- |  | ----------------- |  | ------------------------------ |  | ---------------- |  | --------------------------------
|Series of Preferred Stock       |  | Shares Authorized |  | Initial Liquidation Preference |  | Conversion Price |  | March 31,2002                   
|Series A Preferred Stock        |  | 26,850,000        |  | $3.00                          |  | $1.04            |  |                                
|Series A-1 Preferred Stock      |  | 3,125,000         |  | $4.00                          |  | $1.29            |  |                                
|Series B Preferred Stock        |  | 30,430,612        |  | $7.00                          |  | $2.05            |  | 1,222,077                       
|Series C-1 Preferred Stock      |  | 5,374,481         |  | $2.17                          |  | $0.84            |  | 51,197                          
|Series C-2 Preferred Stock      |  | 15,786,710        |  | $3.39                          |  | $1.14            |  | 654,534                         
|Series C-3 Preferred Stock      |  | 17,735,703        |  | $3.84                          |  | $1.25            |  | 2,727,724                       
|Series D Preferred Stock (1)    |  | 155,000,000       |  | $3.00                          |  | $1.50            |  | 59,903,994                      
|Series E-1 Preferred Stock (2)  |  | 80,550,000        |  | $1.18                          |  | $1.00            |  | 80,550,000                      
|Series E-2 Preferred Stock (2)  |  | 12,500,000        |  | $1.14                          |  | $1.00            |  | 12,500,000                      
|Series E-3 Preferred Stock (2)  |  | 133,284,618       |  | $1.08                          |  | $1.00            |  | 120,480,209                     
|Series E-4 Preferred Stock (2)  |  | 16,486,756        |  | $1.00                          |  | $1.00            |  | 15,354,458                      
|Series E-5 Preferred Stock (2)  |  | 281,415           |  | $0.92                          |  | $0.92            |  |                                
|Series E-6 Preferred Stock (2)  |  | 681,793           |  | $0.90                          |  | $0.90            |  | 677,369                         
|Series E-7 Preferred Stock (2)  |  | 5,180,000         |  | $0.50                          |  | $0.50            |  | 5,060,000                       
|Series E-8 Preferred Stock (2)  |  | 663,599           |  | $0.30                          |  | $0.30            |  | 663,599                         
|Series E-9 Preferred Stock (2)  |  | 1,388,154         |  | $0.13                          |  | $0.13            |  | 1,388,154                       
|Series E-10 Preferred Stock (2) |  | 5,202,623         |  | $0.11                          |  | $0.11            |  | 5,179,397                       
|Series E-11 Preferred Stock (2) |  | 221,200           |  | $0.0045                        |  | $0.0045          |  | 209,034                         
|Series E-12 Preferred Stock (2) |  | 213,014,284       |  | $1.08                          |  | $1.00            |  | 204,459,745                     
|Series F-1 Preferred Stock (3)  |  | 24,000,000        |  | $0.59                          |  | $0.59            |  |                                
|Undesignated                    |  | 52,243,052        |  |                               |  |                 |  |                                
|                                |  | 800,000,000       |  |                                |  |                  |  | 511,081,491                     

---

|(1) | Ranks prior to common stock and all other series of preferred stock as to liquidation preference and
preferred return.                                                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Ranks prior to common stock and Series A, A-1, B, C-1, C-2 and C-3 preferred stock, junior to Series D
preferred stock and pari passu with any series of the Series F preferred stock and all other series of
Series E preferred stock as to liquidation preference and preferred return.              
|(3) | Series F-1 preferred stock has been authorized for issuance under NuVoxs 2001 Stock Option Program.
Under this program, stock options to purchase up to 32,681,552 shares of Series F preferred stock
(including 24,000,000 shares of Series F-1 preferred stock) may be issued to employees of NuVox.

These liquidation preference amounts will be adjusted for any stock dividends, combinations or splits
with respect to NuVoxs capital stock.  In the event of any liquidation, dissolution or winding up of the Company
(which includes an acquisition of the Company or any sale or other disposition of all or substantially all of its
assets or stock), the holders of these series of preferred stock will be entitled to the greater of

- an amount equal to the sum of the applicable liquidation preference amount plus a preferred return on
the respective initial liquidation preference amount of 8% per annum, with such return to begin
accruing as of the original issue dates of the Series B and Series D preferred stock, as of September
1, 2000 for the Series C-1, Series C-2 and Series C-3 preferred stock, and as of September 1, 2001 for
the various series of Series E preferred stock, or

13

NUVOX, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

- the amount such holders would have received if they had converted their preferred stock into common
stock immediately prior to the liquidation event;

thereafter, the holders of the preferred stock would have no right or claim to the remaining assets and funds of
NuVox, if any.

Holders of shares of the preferred stock are not entitled to receive cash dividends.  No cash dividends
may be declared and paid to holders of shares of the common stock so long as any shares of the preferred stock
are outstanding.

Holders of shares of the preferred stock are entitled to cast one vote per share of common into which
their shares of preferred stock are then convertible.  The holders of the Series B, Series C-1, Series C-2,
Series C-3, Series D and each of the series of Series E preferred stock and common stock will vote together as a
single class on all matters as to which such holders are entitled to vote, except when voting separately by class
is required by Delaware law.  Each holder of shares of any series of Series E preferred stock has agreed, when
and as requested by NuVox in connection with any proposed amendment to its charter, to vote, or cause to be
voted, all shares of any series of Series E preferred stock which such stockholder owns from time to time in
favor of any amendment to the charter provided that (i) at least a majority of the shares of all of the series of
Series E preferred stock, voting as a single class, have agreed to vote in favor of such amendment, and (ii) to
the extent that such amendment would affect the powers, preferences or special rights of the holders of the
various series of Series E preferred stock, it would affect the holders of all of the series of Series E
preferred stock in an equivalent or proportionate manner.

(13)     Subsequent Events

In accordance with the Companys strategy of focusing primarily on business customers, on April 1, 2002
the Company entered into an agreement to divest its remaining residential resale business acquired as part of the
TriVergent acquisition.  During the three months ended March 31, 2002, the revenues of the Companys residential
resale businesses totalled $1.3 million.

Pursuant to an agreement dated as of April 22, 2002, the Company has acquired the Atlanta, Georgia
telecommunications business of Edge Connections, Inc. for 158,394 Series D Preferred Stock units, with each unit
consisting of one share of the Companys Series D Preferred Stock and warrants expiring September 30, 2006 to
purchase two additional shares of Series D Preferred Stock at an average price of $0.755 per share.

By letter dated April 26, 2002, the Administrative Agent under the Companys Credit Facility advised the
Company that the lenders under the Credit Facility had concerns with respect to the Companys compliance with
certain covenants under the Credit Facility.  As required by the terms of the Credit Facility, the Company
advised the Administrative Agent that, as of March 31, 2002, the Company was in, and, as of June 30, 2002
(assuming continued funding in accordance with the terms of the Credit Facility), the Company expected to
continue to be in, compliance with each of the applicable covenants.  Notwithstanding the reservations expressed
by the Administrative Agent, the lenders funded the $10 million loan requested on April 26, 2002 as required by
the terms of the Credit Facility.  The Company has engaged a financial adviser to assist the Company in its
discussions with the lenders and the Companys review of the Companys current business plans and its evaluation
of available financing alternatives.

14

NUVOX, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

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

References in this Form 10-Q to "we," "us," "our," "the Company" and "NuVox" mean NuVox, Inc., a Delaware
corporation, and our subsidiaries and predecessors, unless the context suggests otherwise.  Some of the
statements contained in this Form 10-Q discuss our business plans or future prospects or state other
forward-looking information.  These statements are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and are subject to known and unknown risks, uncertainties and other factors that
could cause the actual results to differ materially from those contemplated by these statements.  These
forward-looking statements are based on various factors and have been derived using numerous assumptions.  In
some cases, you can identify these "forward-looking statements" by words like "may," "will," "should," "expect,"
"plan," "anticipate," "believe," "estimate," "predict," "project," "intend" or "potential" or the negative of those
words and other similar expressions.  You should be aware that those statements only reflect our predictions,
assumptions and estimates regarding future events and circumstances.  Actual events or results may differ
substantially as a result of risks and uncertainties facing us, including risks and uncertainties regarding the
continued development of our business and the markets for our services and products and the continued
availability and sufficiency of our capital.  Important factors that could cause our actual results to be
materially different from those forward-looking statements are set forth below under the heading "Liquidity and
Capital Resources" and in Item 1 of our Report on Form 10-K for the year ended December 31, 2001 under the
heading "Business - Risk Factors Relating to our Business and Operations" and elsewhere in this Report on Form
10-Q.

Company Overview

NuVox, Inc. is a rapidly growing, facilities-based, integrated communications and applications services
provider offering a wide array of broadband products and services primarily to small and medium-sized businesses
in second and third tier markets.  We compete with incumbent telephone companies and other providers by providing
high quality, integrated voice and data services, excellent service and prices below those charged by the
incumbent telephone companies.

The principal elements of our business strategy include targeting end users with a wide range of
innovative products and services that provide comprehensive business solutions for all of their communications
requirements; focusing primarily on small to medium-sized businesses in second and third tier markets; providing
superior customer service through local sales forces and customer support personnel; deploying data-centric
network platforms in a capital efficient manner; leveraging our experienced management team; and pursuing
acquisitions, joint ventures and strategic alliances to expand and complement our business.  NuVox commenced
commercial operations in June 1999 and, as of March 31, 2002, we were providing service to approximately 13,000
on-net customers with approximately 170,000 on-net access lines in service, in 30 markets in seven midwestern
states and six southeastern states.

In contrast to carriers that construct their own fiber optic transmission facilities to reach customers,
we have not built our own network connections to each individual customer.  Instead, as part of our "smart build"
network construction strategy, we have installed our own voice and data switches and have leased transmission
facilities from incumbent telephone companies and other providers within a local market area.  We have also
installed and connected our own access equipment in collocation sites that we lease in the central offices of the
incumbent telephone companies in our markets, a process which is commonly referred to in the telecommunications
industry as "collocation."  This network construction strategy enables us to reach the entire targeted customer
base in each market without having to build our own fiber optic transmission facilities in order to establish
network connections to each customer.  Initially, capital expenditures were primarily for the build out of our
network and operations support systems infrastructure.  Currently, our incremental network infrastructure costs
are substantially lower and more directly related to demand driven capital expenditures associated with the
installation of new revenue producing services.

We believe that our smart-build construction strategy offers a number of advantages over the network
build-out strategy of the fiber-based competitive local telephone companies by allowing us to

- improve our return on capital by generating revenue with a smaller capital investment,

15

- defer capital expenditures for additional network assets until the time when revenue generated by
customer demand justifies such expenditures, and
- address business customers throughout our markets and not just in those areas accessible from owned
fiber transmission facilities.

In January 2002, we purchased certain assets from MDM i NET LLC (d/b/a US Net).  Under terms of the
agreement, NuVox paid $4.5 million in cash which was allocated based upon the fair value of the assets acquired
and the liabilities assumed as follows (in thousands):

|Property and equipment |  | $      765
|---------------------- |  | ----------
|Customer lists         |  | 4,537     
|Liabilities assumed    |  | (768)     
|Net cash paid          |  | $    4,534

The acquisition has been
accounted for using the purchase method of accounting. Accordingly, the results
of operations of associated with the acquired assets are included in
NuVoxs results of operations subsequent to the date of the purchase.

The development of our business requires significant expenditures before the time when our operations
can generate consolidated positive free cash flows.  We have had negative cash flow from our inception through
March 31, 2002 totaling $462.4 million.  We expect to continue to incur consolidated negative cash flow for a
period of time as we continue to grow our customer base in each of our markets.

Current Telecommunications Industry Environment

There are a number of significant uncertainties facing NuVox and the telecommunications industry during
2002 including the negative impacts of the slowing economy, continuing efforts by bank lenders to reduce their
telecommunications exposures (which limit the options for emerging telecommunications companies such as NuVox to
obtain additional financing), and regulatory uncertainties inherent in legislative and regulatory initiatives
currently underway.

Since March 2000, there has been a prolonged and continuing downturn in telecommunications capital
markets, particularly for emerging telecommunications companies.  This has made incremental capital available to
only a select few best-managed companies with sound business plans.  In addition, the downturn in the economy,
which began in 2001 and accelerated following the events of September 11, 2001, has lessened telecommunications
demand and curtailed growth rates.  All of this has led a number of emerging providers to shift business focus,
abandon markets, curtail operations, re-capitalize and seek reorganization under the bankruptcy laws.  It has
also caused end users to reconsider the advisability of obtaining their communications services from alternative
providers.

In addition, the telecommunications sector is faced with significant regulatory uncertainties during
2002.  The regional Bell companies are pursuing legislative initiatives designed to reverse the pro-competitive
provisions of the landmark 1996 Telecommunications Act.  At the same time, the FCC has commenced rulemaking
proceedings which could result in regulatory relief for the regional Bell companies from some of their existing
obligations to make network components available to competitors at cost-based prices.  The robust local
telecommunications competition envisioned when the 1996 Telecommunications Act was passed has been painstakingly
slow to develop due, in large measure, to the anti-competitive practices of the incumbent carriers.  The emerging
telecommunications industry is dependent on aggressive regulatory enforcement to ensure the pro-competitive goals
of the 1996 Act are realized.

Despite these challenges, NuVox has been able to attract meaningful amounts of incremental equity and
debt financing.  However, the financial covenants in our senior secured credit facility require that, during
2002, we effect significant quarterly increases in covenanted revenues (total revenues less resale, carrier
access and reciprocal compensation revenues) and access lines installed over the levels we achieved in 2001, and,
at the same time, that we effect continuing quarterly improvements in margins and achieve positive EBITDA in the
fourth quarter of 2002.  Achievement of these aggressive targets would require us to achieve sales targets which
are in excess of the levels achieved during the quarter ended March 31, 2002 and to maintain superior execution
in provisioning and customer service and support, while at the same time controlling and managing our operating,
selling, general, administrative and capital expenditures.  If we are not able to achieve the results required by
our financial covenants, we may not be able to fully utilize our $225 million senior secured credit facility and
may be required to take steps to limit spending which could delay or limit our planned growth.

16

While there are many uncertainties facing NuVox and our industry during 2002, we believe that companies
that survive the current sector shake out will ultimately benefit from diminished competition as other companies
disappear through bankruptcy and acquisition.  This should enable the survivors to acquire customers and assets
on advantageous terms, accelerate market penetration and achieve higher margins.

Operating Statistics

The following table provides selected operational data:

|                                                  | As of March 31,
|------------------------------------------------- | ---------------
|                                                  | 2002           
|Markets in operation                              | 30             
|Addressable market - business lines (in millions) | 7.1            
|Addressable market - total lines (in millions)    | 23.1           
|Total access lines in service(a)                  | 180,893        
|On-net access lines in service(b)                 | 169,273        
|Total customers served                            | 32,278         
|Customers served, on-net                          | 13,202         
|Annualized March revenues                         | $124,469,000   
|On-net March revenues per customer                | $655           
|March Gross margin (%)                            | 40.3%          
|Voice switches installed                          | 14             
|ATM switches installed                            | 30             
|Central office collocations in service            | 199            
|Sales employees                                   | 317            
|Total employees                                   | 1,088          

---

|(a) | Includes 17,808 and 25,421 resale lines at March 31, 2002 and 2001,
respectively. NuVox has agreed to divest its remaining residential resale
business and management expects that the number of resale lines will continue
to decrease as NuVox continues to pursue its business strategy of providing
services primarily to business customers over its own network platforms.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | On-net
customers are those to which we provide our services over our own network
platforms. All customers have signed either one, two or three year contracts.                                                                                                                                                                                                                

17

Results of Operations

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

REVENUE

Our revenues increased 109 percent to $30.4 million for the three months ended March 31, 2002 from $14.5
million for the three months ended March 31, 2001 and a 16.5 percent sequential increase over fourth quarter 2001
revenues of $26.1 million.  Revenues attributable to core broadband products grew 174 percent to $24.9 million
from $9.1 million during the first quarter of 2001 and 17.5 percent above the $21.2 million reported in the
fourth quarter of 2001.  Core broadband revenues include revenues from NuVoxs bundled local, long distance,
Internet and broadband data communications services.

NuVox generates revenues from:

- local calling services, including basic voice calling services and advanced
local features such as call waiting and call forwarding,
- long distance services, which include a full range of domestic, international and toll-free long
distance services,
- dedicated, high speed Internet access services, including DSL Internet access,
- website design and development, web page hosting and domain name services, audio conferencing, remote
access service,
- advanced data services, such as high speed data transmission and unified voice
mail, e-mail and fax messaging services, local and wide area network management
and virtual private networks,
- access charges, which we earn by connecting our customers to their selected long
distance carrier for outbound calls or by delivering inbound long distance
traffic to the local service customers of long distance carriers,
- reciprocal compensation, which entitles us to compensation for terminating local calls made by customers
of other carriers to our customers, and
- network design and installation services and telecommunications equipment sales.

We price our local calling services competitively with those of the incumbent telephone companies and
offer our customers combined service discounts designed to give them incentives to purchase bundled local, long
distance and data services under one, two and three year commitments.

Local voice service revenues for the three months ended March 31, 2002 and 2001 were $15.5 million and
$8.3 million, respectively (of which $13.6 million and $5.6 million, respectively, were derived from services
provided on-net).  Local voice service revenues include the monthly recurring charges for basic service, charges
for advanced local features and reciprocal compensation.  Long distance service revenues for the three months
ended March 31, 2002 and 2001 were $4.2 million and $2.5 million, respectively.  Revenues generated from Internet
access, web, data and other services and products for the three months ended March 31, 2002 and 2001 were $10.7
million and $3.7 million, respectively.

Annualized revenues increased 92 percent to $124.5 million based on March 2002 revenues from $65.0 million
based on March 2001 revenues.  We continue to grow our revenue base as evidenced by the total number of access
lines in service increasing 123 percent to 180,893 at March 31, 2002, of which 169,273 were on-net, as compared
to 81,137 total access lines in service at March 31, 2001, of which 55,716 were on-net.  On-net access lines
installed during the first quarter of 2002 increased 65 percent to 39,290 lines from 23,855 in the same period of
2001 and 14.5 percent from 34,302 lines installed in the fourth quarter of 2001.  Total monthly access line churn
decreased from 2 percent in the first quarter of 2001 to 1.5 percent in the first quarter of 2002.  As of March
31, 2002, we served 32,278 total customers, of which 13,202 were served on-net, as compared with 31,931 total
customers, of which 5,928 were served on-net, at March 31, 2001.

18

COST AND EXPENSES

Our cost of communication services amounted to $18.5 million for the three months ended March 31, 2002
compared to $13.5 million for the same period in 2001.  The increase in cost of communication services resulted
from the growth in access lines in service, and correlates to the increase in revenue between the three-month
period ended March 31, 2002 and the same period from the prior year.  Gross margin increased to 39.0% of revenue
for the three months ended March 31, 2002 as compared with a gross margin of 7.4% in the three-month period ended
March 31, 2001 and 29% in the quarter ended December 31, 2001.  The improvement reflects the revenue and access
line growth, and more efficient utilization of our network facilities.  Our cost of communication services
includes recurring costs associated with

- leasing the high capacity transport facilities that connect our switching
equipment to our equipment located in incumbent telephone companies
central offices,
- leasing the T-1 access, unbundled local loop lines and other customer access facilities that connect our
customers to our networks,
- leasing space used to collocate our customer access equipment in incumbent telephone companies central
offices,
- leasing and obtaining electrical power for our collocation facilities,
- purchasing long distance services for resale to our customers, and
- providing Internet access to our customers.

We have interconnection agreements with Southwestern Bell, Ameritech, BellSouth, GTE/Verizon, Cincinnati
Bell and Sprint/United for network and collocation facilities.  The costs to lease the local loop lines and
high-capacity digital transport facilities from incumbent telephone companies vary by company and are regulated
by state authorities.  We believe that there are multiple vendors of high-speed transport facilities in each of
our markets in addition to the incumbent telephone company.  These vendors are an alternate source for transport
facilities and generally provide these facilities at lower costs than those charged by the incumbent telephone
companies.  We expect that the total cost of leasing communications services will increase with the volume of
customers, and expect these costs to be a significant part of ongoing costs of services.

We have agreements with WorldCom, Inc., Qwest Communications and Global Crossing to provide us with long
distance transmission services.  These agreements provide for the resale of long distance services on a
per-minute basis and the Global Crossing agreement has a minimum usage requirement.  We expect to exceed this
minimum usage requirement over the life of the agreement.  We also expect that our total costs for transmission
capacity will increase as our customers long distance calling volume increases, and that these costs will be a
significant portion of the costs we incur to provide long distance services.

The primary expenses associated with providing Internet access to customers are the cost of
interconnecting our network with national Internet service providers and the cost of hosting or paying for the
hosting of web services.

Our selling, general and administrative expenses increased to $25.0 million, or 82 percent of revenues,
for the three months ended March 31, 2002 compared to $24.1 million, or 165 percent of revenues, for the same
period in 2001.  The increase in selling, general and administrative expenses is primarily due to increases in
the number of employees.  We added 67 employees, including an additional 29 sales employees, between March 31,
2001 and March 31, 2002.

Our selling, general and administrative expenses include salaries and related personnel costs,
facilities expenses, sales and marketing expenses, information systems costs, education and training costs, and
professional services and consulting fees.  As a result of cost containment measures being taken, we do not
expect significant increases in selling, general and administrative expenses other than expenses directly related
to the growth in our customer base.  We employ a direct local sales force in each of our markets.  We use
quota-based commission plans and incentive programs to compensate our sales personnel.  We supplement our direct
sales force through the use of agents such as value-added resellers and system integrators, who are compensated
on a commission basis.  We also use print and other media advertising campaigns to a limited extent to create
product and brand awareness.

19

A portion of the purchase price for our acquisition of TriVergent Communications on November 1, 2000 was
allocated to the intrinsic value of the unvested portion of NuVox options issued to TriVergent employees.  This
amount totaled $6 million, and was recorded as unearned stock-based compensation and included in stockholders
equity in accounting for the transaction as of November 1, 2000.  This intrinsic value of the unearned
stock-based compensation is being amortized over the remaining vesting period of the related options through
2003.  Accordingly, $0.3 million and $0.6 million was recorded as amortization of stock-based compensation in the
three months ended March 31, 2002 and 2001, respectively.

Depreciation expense increased to $15.4 million for the three months ended March 31, 2002 from $10.3
million for the same period in 2001.  This reflects the installation of additional network equipment and computer
hardware and software as a result of the expansion of services in the 30 markets in which we operate.
Goodwill amortization expense decreased to zero for the three months ended March 31, 2002 from $4.0 million for
the same period in 2001 due a change in the method of accounting for goodwill as a
result of adopting a new accounting standard on January 1, 2002.  See "Impact of Recently Issued Accounting
Standards" below. Amortization expense of other intangible assets increased to $0.6 million for the three months ended March 31,
2002 from $0.1 million for the same period in 2001.

Interest expense for the three months ended March 31, 2002 was $3.8 million as compared to interest
expense of $2.8 in the same period in 2001.  The increase in interest expense is due to the increase in
borrowings under our senior secured credit facility.

Interest income is earned on the short-term investment of available cash.  Interest income decreased
from $1.1 for the three months ended March 31, 2001 to $0.1 million in the same period in 2002, due to decreases
in our average cash balances.

The unrealized gain/loss on derivative instrument is attributable to changes in the fair value of our
interest rate swaption agreement and interest rate cap and floor agreement.

We had an operating loss of $29.4 million and negative adjusted EBITDA of $13.2 million (43 percent of
revenues) for the three months ended March 31, 2002, compared to an operating loss of $38.1 million and negative
adjusted EBITDA of $23 million (158 percent of revenues) for the three months ended March 31, 2001.  The quarter
ended March 31, 2002 was our fourth consecutive quarter of declining operating loss and negative adjusted
EBITDA.  We expect to continue to experience decreasing operating losses and negative adjusted EBITDA as we
continue to grow the customer base in each of our markets.  EBITDA consists of earnings (loss) before net
interest, income taxes, depreciation and amortization.  Amounts reported as adjusted EBITDA have been adjusted to
exclude the cumulative effect of change in accounting principle, unrealized loss on derivative instrument,
minority interests, equity in loss of affiliate and stock-based compensation expense.  Management believes EBITDA
is a measure commonly used in the telecommunications industry in assessing companies operating performance,
leverage and ability to incur and service debt.  Adjusted EBITDA is presented to enhance an understanding of
NuVoxs operating results and is not intended to represent cash flow or results of operation in accordance with
generally accepted accounting principles.  NuVoxs senior secured credit facility contains covenants based on
EBITDA that require the borrower to maintain interest coverage and leverage ratios.  EBITDA is not a measure of
financial performance under accounting principles generally accepted in the United States of America and should
not be considered an alternative to earnings (loss) from operations and net income (loss) as a measure of
performance or an alternative to cash flow as a measure of liquidity.  Neither EBITDA nor adjusted EBITDA is
necessarily comparable to similarly titled measures of other companies.  Each is thus susceptible to varying
calculations.

Our net loss before change in accounting principles was $31.5 million for the three months ended March
31, 2002, a 26 percent improvement when compared to our net loss before change in accounting principles of $42.5
million for the three months ended March 31, 2001.

The implementation of statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other
Intangible Assets, on January 1, 2002 resulted in a $180 million cumulative loss due to change in accounting
principle recorded during the three months ended March 31, 2002.  The implementation of SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities, on January 1, 2001 resulted in a $2.5 million cumulative loss
due to change in accounting principle recorded during the three months ended March 31, 2001.

Our net loss for the three months ended March 31, 2002 was $211.5 million, compared to $44.9 million for
the three months ended March 31, 2001.

20

Liquidity and Capital Resources

The development of our business requires significant expenditures before the time when our operations
can generate consolidated positive free cash flows.  During the period from our inception through March 31, 2002,
(i) we have incurred negative cash flow to fund our operations, capital expenditures and acquisitions totaling
$462.4 million and (ii) the net cash obtained from our financing activities has totalled $485.9 million.  As of
March 31, 2002, we had $23.5 million of cash and short-term investments and $50.0 million of undrawn financing
committed under our $225 million senior secured credit facility.

The $225 million credit facility consists of a $60 million revolving credit facility and $165 million of
term loan facilities, including a $45 million term loan facility provided by Nortel Networks, Inc. to provide
financing for the purchase of equipment and services from Nortel Networks.  Borrowings are available, subject to
the satisfaction of certain terms and conditions, primarily to provide financing for capital expenditures and
working capital.  The credit facility is predicated on our 30-market business plan.

The borrower under the credit facility is Gabriel Communications Finance Company, an indirect
wholly-owned subsidiary of NuVox.  Obligations under the credit facility are guaranteed by NuVox, its direct
wholly-owned subsidiary, Gabriel Communications Properties, Inc., and all of the existing and subsequently
acquired subsidiaries of the borrower.  The facility is secured by a pledge of all of the capital stock of
Gabriel Communications Properties, the borrower and each of the borrowers subsidiaries and a security interest
in all of the assets of Gabriel Communications Properties, other than its unrestricted subsidiaries, and of the
borrower and each of the borrowers subsidiaries.

Outstanding indebtedness under the credit facility at March 31, 2002 totaled $175 million (comprised of
$151.2 million of term loans, including $31.2 million of outstanding borrowings from Nortel Networks, $22.8
million of revolving loans and a $1.0 million letter of credit).  We borrowed an additional $10 million on April
26, 2002 under the revolving credit facility, bringing our total outstanding indebtedness under the facility to
$185 million.  Borrowings are limited to no more than $200 million prior to June 30, 2002 and $225 million
thereafter.  Nortel Networks commitment to honor additional borrowing requests under its facility expires on
November 1, 2002 to the extent borrowings in the full amount of the remaining $13.8 million of its commitment are
not drawn to pay for purchases of Nortel Networks equipment and services on or before such date.

Quarterly repayment of outstanding borrowings under the term loan and revolving credit facilities will
commence on December 31, 2003 and continue through September 30, 2006.  Interest on outstanding borrowings varies
based on the borrowers leverage ratio (the interest rate at March 31, 2002 was 6.5%).  The applicable commitment
fee on the unused portion of the credit facility at March 31, 2002 was 0.75%, payable quarterly.

The credit facility contains restrictive covenants that, among other things, impose limitations on
indebtedness, liens, investments, acquisitions, capital expenditures, dividends and other specified transactions
and payments.  The restrictive covenants effectively prohibit NuVox from paying any cash dividends on our common
stock and preferred stock for the foreseeable future.  The credit facility also requires the borrower and NuVox
to maintain operating and financial performance measures at the end of each calendar quarter, including not
exceeding specified levels of adjusted EBITDA loss, achieving specified minimum levels of adjusted revenues
(gross revenues less resale, carrier access and reciprocal compensation revenues), access lines and gross profit
and maintaining specified levels of minimum available cash (which, for purposes of the covenants, means the sum
of the unused commitments under the senior secured credit facility plus our cash and cash equivalents).   These
financial covenants were derived from our July 2001 financial model which we delivered to the lenders in
connection with an amendment to the credit facility effective September 21, 2001.

The credit facility contains provisions for increases and decreases in such financial covenant amounts
in the event of certain acquisitions or asset sales, respectively, for which total consideration, when aggregated
with the consideration paid or received in all other acquisitions or asset sales since September 21, 2001 or
since the date of any future adjustment, exceeds $5 million in the aggregate.

21

For each of the three fiscal quarters ended on March 31, 2002, our compliance with each of our
applicable financial covenants has been as follows:

|      |  | MinimumAdjustedRevenues |  | MinimumAccess Lines |  | MinimumGross Profit |  | MaximumEBITDA Loss |  | MinimumAvailable Cash
|----- |  | ----------------------- |  | ------------------- |  | ------------------- |  | ------------------ |  | ---------------------
|      |  | ($ millions)            |  |                     |  | ($ millions)        |  | ($ millions)       |  | ($ millions)         
|      |  | Covenant                |  | Actual              |  | Covenant            |  | Actual             |  | Covenant             
|3Q01 |  | $15.20                  |  | $17.25              |  | 107,000             |  | 108,584            |  | $3.50                
|4Q01 |  | 19.60                   |  | 20.76               |  | 132,000             |  | 136,456            |  | 5.80                 
|1Q02 |  | 25.70                   |  | 25.86               |  | 162,000             |  | 169,273            |  | 11.50                

By letter dated April 26, 2002, the Administrative Agent under the credit facility advised NuVox that
the lenders had concerns with respect to NuVoxs compliance with certain covenants under the facility.  As
required by the terms of the credit facility, we advised the Administrative Agent that, as of March 31, 2002,
NuVox was in, and, as of June 30, 2002 (assuming continued funding in accordance with the credit facility), we
expect to continue to be in, compliance with each of the applicable covenants.  Notwithstanding the reservations
expressed by the Administrative Agent, the lenders funded the $10 million loan on April 26, 2002 as required by
the terms of the credit facility.

NuVox may not be able to continue to achieve the results required by our financial covenants and actual
results may vary materially from those required by our credit facility as a result of the risks we face,
including the risks that we may not be able to achieve the required levels of sales growth and revenue per line.
Our sales results through March 31, 2002 have been below the levels contemplated by our July 2001 financial
model.  For each fiscal quarter ending on or prior to June 30, 2003, we must meet or exceed the following
financial covenants:

|     |  | MinimumAdjustedRevenues |  | MinimumAccessLines |  | MinimumGross Profit |  | Maximumadjusted EBITDALoss/Minimumadjusted EBITDA |  | MinimumAvailable Cash
|---- |  | ----------------------- |  | ------------------ |  | ------------------- |  | ------------------------------------------------- |  | ---------------------
|2Q02 |  | $31.4 million           |  | 196,000            |  | $14.9 million       |  | $(9.8 million)                                    |  | $43.5 million        
|3Q02 |  | 37.7 million            |  | 233,000            |  | 18.8 million        |  | (5.3 million)                                     |  | 23.5 million         
|4Q02 |  | 44.4 million            |  | 272,000            |  | 23.2 million        |  | 100,000                                           |  | 7.0 million          
|1Q03 |  | 51.8 million            |  | 313,000            |  | 30.4 million        |  | 8.9 million                                       |  | 5.0 million          
|2Q03 |  | 59.0 million            |  | 356,000            |  | 34.4 million        |  | 13.0 million                                      |  | 5.0 million          

If we are not able to achieve the results required by our financial covenants, the lenders could decide
not to extend any additional loans under our credit facility and they could elect to pursue other remedies.

Our capital spending for the three months ended March 31, 2002 totaled $5.5 million or 68.7 percent
below the $17.7 million invested during the three months ended March 31, 2001.  Our planned capital expenditures
for the balance of 2002, primarily for demand-driven capital spending, total approximately $30 million.

The actual amount and timing of our future capital requirements may differ materially from our estimates
as a result of, among other things

- any inability to fully utilize our $225 million credit facility,
- changes in or inaccuracy of our development plans or projections,
- changes in our working capital requirements,
- the demand for our services,
- availability of attractive additional market opportunities, and
- acquisitions.

22

Our revenues and our costs of operating our business will depend on a variety of factors, including

- the number of our customers and the services for which they subscribe and the time required to provision
those customers,
- our ability to implement additional cost containment measures and to avoid significant increases in
selling, general and administrative expenses
- the expenses required to continue the development and integration of our operations support systems,
- the extent of price and service competition for telecommunications services in our markets, and
- the impact of changes in technology and telecommunications regulations.

In view of these uncertainties, we continue to evaluate steps we can take to reduce the
amount of cash required to fund our operations to positive free cash flow, including additional reductions in
operating and capital costs which could slow the rate of our growth.  We are also exploring the feasibility of
obtaining alternative financing from our equity investors and other sources, although as yet we have not sought
or received any firm commitments for any such alternative financing.  We have engaged a financial advisor to
assist us in our discussions with the lenders and our review of the Companys current business plans and our
evaluation of available financing alternatives.

Effect of Recent Accounting Pronouncements

In
June 2001, the FASB issued SFAS No., 143, Accounting for Asset Retirement
Obligations. We will adopt this standard on January 1, 2003. This standard
applies to legal obligations associated with the retirement of tangible
long-lived assets that result from acquisitions, construction, or development or
the normal operation of long-lived assets. We believe that the adoption of this
standard will not have a material impact on our consolidated financial position
or results of operations.

In
April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64 , Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 provides for the rescission of several previously
issued accounting standards, new accounting guidance for the accounting for
certain lease modifications and various technical corrections that are not
substantive in nature to existing pronouncements. We will adopt SFAS No. 145
beginning January 1, 2003, except for the provisions relating to the amendment
of SFAS No. 13, which we will adopt for transactions occurring subsequent to May
15, 2002. Adoption of SFAS No. 145 will not have a material impact on our
consolidated financial statements.

23

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

At March 31, 2002 and December 31, 2001, the carrying value of our debt obligations was $176.7 million
and $163.9 million, respectively, and the weighted average interest rate on our debt obligations was 6.5%.
Because the interest rates on our senior secured credit facility are at floating rates, we are exposed to
interest rate risks.  If market interest rates had been 1% higher, our interest expense for the three months
ended March 31, 2002 and 2001 would have been increased by $0.4 million and $0.2 million, respectively.

The terms of our senior secured credit facility require us to maintain agreements to hedge against such
interest rate risks with an aggregate notional principal amount of not less than 50% of the aggregate principal
amount of the outstanding indebtedness thereunder.  Accordingly, we have in place a derivative financial
agreement which includes an interest rate swaption agreement and interest rate cap and floor agreements.  This
agreement limits our exposure to and benefits from interest rate fluctuations on our variable rate debt within a
certain range of rates.  At March 31, 2002 and December 31, 2001, the fair value of this interest rate collar
agreement was a liability of $7.7 million and $9.3 million, respectively.  The fair value of this interest rate
collar agreement is estimated based on quotes from brokers and represents the estimated amount we would expect to
pay to terminate the agreement on March 31, 2002 or December 31, 2001.  During the three months ended March 31,
2002, we recorded a $1.6 million unrealized gain on derivative instrument.  During the three months ended March
31, 2001, we recorded a $2.5 million unrealized loss on derivative instrument and a $2.5 million cumulative loss
due to change in accounting principle. These gains or losses are attributable to changes in the fair value of
this interest rate collar agreement.

As we expand our operations, we may begin to use various other financial instruments, including
derivative financial instruments, in the ordinary course of business, for purposes other than trading.  These
instruments could include letters of credit, guarantees of debt and interest rate swap agreements.  We do not
intend to use derivative financial instruments for speculative purposes.  Similar to the existing derivative
financial agreement utilized by the Company, interest rate swap agreements would be used to reduce our exposure
to risks associated with interest rate fluctuations.  By their nature, these instruments involve risk, including
the risk of nonperformance by counterparties, and our maximum potential loss may exceed the amount recognized in
our balance sheet.  We will attempt to control our exposure to counterparty credit risk through monitoring
procedures.

24

# PART IIOTHER INFORMATION

Item 2.     Changes in Securities and Use of Proceeds.

(c)  During the three months ended March 31, 2002, NuVox offered and sold the following shares of its
$0.01 par value Series E Convertible Preferred Stock in transactions that were not registered under the
Securities Act of 1933:

Exercises of Series E Preferred Stock Warrants

At various dates during the three months ended March 31, 2002, NuVox issued and sold the following
shares of various series of its Series E Convertible Preferred Stock to existing security holders upon
exercise of Series E Preferred Stock Warrants issued to such holders on September 20, 2001 as part of an
exempt offering:

|Designation                 |  | Shares Issued
|--------------------------- |  | -------------
|Series E-1 Preferred Stock  |  | 71,550,000   
|Series E-2 Preferred Stock  |  | 12,500,000   
|Series E-3 Preferred Stock  |  | 107,668,092  
|Series E-4 Preferred Stock  |  | 6,550,541    
|Series E-6 Preferred Stock  |  | 658,567      
|Series E-7 Preferred Stock  |  | 2,730,000    
|Series E-8 Preferred Stock  |  | 663,599      
|Series E-9 Preferred Stock  |  | 1,388,154    
|Series E-10 Preferred Stock |  | 3,122,791    
|Series E-11 Preferred Stock |  | 32,074       
|Series E-12 Preferred Stock |  | 175,224,749  

Such shares were issued in exchange for the following outstanding shares of NuVox
stock in accordance with the terms of such Series E Preferred Stock Warrants:

|Designation                            |  | Shares Exchanged
|-------------------------------------- |  | ----------------
|Common Stock                           |  | 11,417,808      
|Series A Convertible Preferred Stock   |  | 23,850,000      
|Series A-1 Convertible Preferred Stock |  | 3,125,000       
|Series B Convertible Preferred Stock   |  | 25,032,107      
|Series C-1 Convertible Preferred Stock |  | 5,323,284       
|Series C-2 Convertible Preferred Stock |  | 13,189,305      
|Series C-3 Convertible Preferred Stock |  | 13,386,680      

The issuance of such shares of Series E Convertible Preferred Stock was made in reliance upon the
exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933 for exchanges of
securities by an issuer with its existing security holders exclusively where no commission or remuneration is
paid or given directly or indirectly for soliciting such exchange.

25

Issuance of 120,000 Shares of Series E-4 Convertible Preferred Stock

Pursuant to a Securities Purchase Agreement dated as of March 27, 2002 among NuVox and the
Purchaser named therein, NuVox issued and sold an aggregate of 120,000 of its Series E-4 Convertible Preferred
Stock in payment of a $150,000 contractual obligation for services rendered.

The issuance of such 120,000 shares of Series E-4 Preferred stock was made in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act of 1933 for transactions by an
issuer not involving any public offering. The purchaser of such shares represented its intention to acquire
the securities for investment purposes only and not with a view to or for distribution in connection with such
transaction. The purchaser of such shares had adequate access to information about NuVox through its
relationship with NuVox and through information that NuVox made available to it. The purchaser of such shares
was made a party to a stockholders agreement that restricts the purchasers ability to transfer any shares of
such stock and the certificate representing such shares contains appropriate legends setting forth and
describing such restrictions.

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

(a)     Exhibits filed with (or incorporated by reference into) this report:

| | Exhibit No. |  | Description                                                                                                                                                                                                                                                        
| | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.1         |  | Amended and Restated Certificate of Incorporation effective November 1, 2000,
incorporated herein by reference to Exhibit 3.1 to NuVoxs Form 10-K for the
fiscal year ended December 31, 2000 (the "2000 Form 10-K").                                             
| | 3.2         |  | Certificate of Amendment to Article First of the Amended and Restated
Certificate of Incorporation effective February 13, 2001, incorporated herein by
reference to Exhibit 3.2 to the 2000 Form 10-K.                                                             
| | 3.3         |  | Certificate of Amendment to Article Fourth of the Amended and Restated
Certificate of Incorporation effective September 20, 2001, incorporated herein
by reference to Exhibit 3.3 to NuVoxs Report on Form 10-Q for the quarterly
period ended September 30, 2001.
| | 3.4         |  | By-laws, as amended as of March 21, 2000, incorporated herein by reference to
Exhibit 3.2 to NuVoxs Registration Statement on Form S-4 (File No. 333-41040).                                                                                                      
| | 10.1        |  | Employment Agreement dated as of April 11, 2002 between NuVox and David L. Solomon, filed herewith. *                                                                                                                                                              
| | 10.2        |  | Employment Agreement dated as of April 11, 2002 between NuVox and G. Michael Cassity, filed herewith. *                                                                                                                                                            
| | 10.3        |  | Employment Agreement dated as of April 11, 2002 between NuVox and John P. Denneen, filed herewith. *                                                                                                                                                               
| |             |  |                                                                                                                                                                                                                                                                    
| |             |  | * Management contract or compensation plan, contract or arrangement required to
be filed pursuant to Regulation S-K, Item 601(b)(10)(iii).                                                                                                                         

(b)     Reports on Form 8-K:

No reports on Form 8-K were filed by NuVox during the quarter ended March 31, 2002.

26

# SIGNATURES

Pursuant
to the requirements of the Section 13 or 15(d) 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.

|             | NUVOX, INC.
|------------ | -----------
|May 15, 2002 | By:        
|             |            
|May 15, 2002 | By:        
|             |            

27

# INDEX TO
EXHIBITS

| | Exhibit No. |  | Description                                                                                                                                                                                                                                                        
| | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.1         |  | Amended and Restated Certificate of Incorporation effective November 1, 2000,
incorporated herein by reference to Exhibit 3.1 to NuVoxs Form 10-K for the
fiscal year ended December 31, 2000 (the "2000 Form 10-K").                                             
| | 3.2         |  | Certificate of Amendment to Article First of the Amended and Restated
Certificate of Incorporation effective February 13, 2001, incorporated herein by
reference to Exhibit 3.2 to the 2000 Form 10-K.                                                             
| | 3.3         |  | Certificate of Amendment to Article Fourth of the Amended and Restated
Certificate of Incorporation effective September 20, 2001, incorporated herein
by reference to Exhibit 3.3 to NuVoxs Report on Form 10-Q for the quarterly
period ended September 30, 2001.
| | 3.4         |  | By-laws, as amended as of March 21, 2000, incorporated herein by reference to
Exhibit 3.2 to NuVoxs Registration Statement on Form S-4 (File No. 333-41040).                                                                                                      
| | 10.1        |  | Employment Agreement dated as of April 11, 2002 between NuVox and David L. Solomon, filed herewith. *                                                                                                                                                              
| | 10.2        |  | Employment Agreement dated as of April 11, 2002 between NuVox and G. Michael Cassity, filed herewith. *                                                                                                                                                            
| | 10.3        |  | Employment Agreement dated as of April 11, 2002 between NuVox and John P. Denneen, filed herewith. *                                                                                                                                                               
| |             |  |                                                                                                                                                                                                                                                                    
| |             |  | * Management contract or compensation plan, contract or arrangement required to
be filed pursuant to Regulation S-K, Item 601(b)(10)(iii).                                                                                                                         

28