SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2001

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE 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 of        (I.R.S. Employer Identification No.)
   Incorporation or Organization)

 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, 2001,  19,883,905 shares of the registrant's common stock were
outstanding.


<PAGE>


                                   NUVOX, INC.

                          QUARTERLY REPORT ON FORM 10-Q

                                TABLE OF CONTENTS

                                                                        Page No.


Part I  Financial Information..................................................1

Item 1. Financial Statements...................................................1

   Condensed Consolidated Balance Sheets As of March 31, 2001
     (Unaudited) and December 31, 2000.........................................2
   Condensed Consolidated Statements of Operations for The
     Three Months Ended March 31, 2001 and 2000 (Unaudited)....................3
   Condensed Consolidated Statements of Cash Flows for The Three
     Months Ended March 31, 2001 and 2000 (Unaudited)..........................4

Notes to Condensed Consolidated Financial Statements...........................5

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations....................................9

Item 3. Quantitative and Qualitative Disclosures About Market Risk............16

Part II  Other Information....................................................17

Item 2. Changes In Securities and Use of Proceeds.............................17

Item 6. Exhibits and Reports On form 8-K......................................18

Signatures....................................................................19

Index to Exhibits.............................................................20



<PAGE>

                                     PART I

                              FINANCIAL INFORMATION



Item 1.  Financial Statements.




















                                      1
<PAGE>



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

<TABLE>
<CAPTION>

                                                                                  March 31,       December 31,
                                   Assets                                           2001              2000
                                                                                (unaudited)
Current assets:                                                                 -----------       ------------
<S>                                                                               <C>               <C>
   Cash and cash equivalents                                                      $  53,133         $ 106,018
   Accounts receivable, net of allowance for
     doubtful accounts of $1,393 and $985 in 2001 and 2000, respectively              9,655             5,730
   Prepaid expenses and other current assets                                          6,331             5,065
   Preferred stock subscriptions receivable                                              --             3,032
                                                                                  ---------         ---------
          Total current assets                                                       69,119           119,845
                                                                                  ---------         ---------
Property and equipment, net                                                         253,518           252,479
Other noncurrent assets:
   Investments                                                                        5,535             4,564
   Goodwill, net                                                                    221,221           220,286
   Deferred financing costs                                                           5,235             5,369
   Other assets                                                                       1,365                55
                                                                                  ---------         ---------
          Total other noncurrent assets                                             233,356           230,274
                                                                                  ---------         ---------
          Total assets                                                            $ 555,993         $ 602,598
                                                                                  =========         =========

                  Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                                                               $   5,217         $   4,495
   Accrued liabilities and other current liabilities                                 48,005            59,709
                                                                                  ---------         ---------
          Total current liabilities                                                  53,222            64,204

Other long-term liabilities                                                             682               --
Deferred hedge liability                                                              6,163               --
Long-term debt                                                                       98,255            98,261
                                                                                  ---------         ---------
          Total long-term liabilities                                               105,100            98,261
                                                                                  ---------         ---------
          Total liabilities                                                         158,322           162,465
                                                                                  ---------         ---------

Minority interest                                                                     1,428             1,486

Stockholders' equity:
   Preferred stock - Series A, $.01 par value, 26,850,000 shares
     authorized;  26,850,000 issued and outstanding in 2001 and 2000                    269               269
   Preferred stock - Series A-1, $.01 par value, 3,125,000 shares authorized;
     3,125,000 issued and outstanding in 2001 and 2000                                   31                31
   Preferred stock - Series B, $.01 par value, 32,500,000 shares authorized;
     30,430,611 issued and outstanding in 2001 and 29,997,517 issued and
     outstanding in 2000                                                                304               304
   Preferred stock - Series C-1, $.01 par value, 6,000,000 shares authorized;
     5,374,481 issued and outstanding in 2001 and 2000                                   54                54
   Preferred stock - Series C-2, $.01 par value, 16,500,000 shares authorized;
     15,786,710 issued and outstanding in 2001 and 2000                                 158               158
   Preferred stock - Series C-3, $.01 par value, 18,500,000 shares authorized;
     17,735,703 issued and outstanding in 2001 and 2000                                 177               177
   Common stock, $.01 par value, 400,000,000 shares authorized;
     19,821,848 and 19,494,405 issued in 2001 and 2000, respectively                    198               195
   Additional paid-in capital                                                       535,927           533,986
   Common stock in treasury at cost, 114,986 and 100,000 shares in 2001                (476)             (416)
   and 2000
   Unearned stock-based compensation                                                 (4,877)           (5,522)
   Accumulated deficit                                                             (135,522)          (90,589)
                                                                                  ---------         ---------
          Total stockholders' equity                                                396,243           438,647
                                                                                  ---------         ---------
          Total liabilities and stockholders' equity                              $ 555,993         $ 602,598
                                                                                  =========         =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>



                                   NUVOX, INC.
                                AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations
                 (in thousands, except share and per share data)
                                   (unaudited)


<TABLE>
<CAPTION>

                                                                              Three Months
                                                                             Ended March 31
                                                                     ---------------------------
                                                                          2001            2000

<S>                                                                  <C>             <C>
Revenue                                                              $   14,537      $     1,307

Operating expenses:
   Cost of communication services (exclusive of depreciation and
     amortization, shown separately below)                               13,458            1,125
   Selling, general and administrative                                   24,058            7,467
   Stock-based compensation expense                                         645               --
   Depreciation and amortization                                         14,437            1,832
                                                                     -----------     -----------
           Total operating expenses                                      52,598           10,424
                                                                     -----------     -----------
           Loss from operations                                         (38,061)          (9,117)
                                                                     -----------     -----------
Other income (expense):
   Interest income                                                        1,111              674
   Interest expense                                                      (2,774)            (750)
   Unrealized loss on derivative instrument                              (2,518)              --
   Equity in loss of affiliate                                             (279)              --
                                                                     -----------     -----------
           Total other expense                                           (4,460)             (76)
                                                                     -----------     -----------
   Net loss before minority interest and cumulative
     effect of change in accounting principle                           (42,521)          (9,193)

Minority interest                                                            58               (3)
                                                                     -----------     ------------
   Net loss before cumulative effect of change in accounting
     principle                                                          (42,463)          (9,196)
   Cumulative effect of change in accounting principle                   (2,470)              --
                                                                     -----------     -----------
           Net loss                                                  $  (44,933)     $    (9,196)
                                                                     ===========     ===========
Net loss per share, basic and diluted:
   Net loss before cumulative effect of change in accounting
     principle                                                       $    (2.16)     $     (1.57)
   Cumulative effect of change in accounting principle                    (0.13)              --
                                                                     -----------     -----------
           Net loss per share                                        $    (2.29)     $     (1.57)
Weighted average number of common shares outstanding, basic
   and diluted                                                        19,651,813       5,862,978
                                                                     ===========     ===========

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                                   NUVOX, INC.
                                AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                            Three Months
                                                                                           Ended March 31,
                                                                               ----------------------------------------
                                                                                       2001                  2000
                                                                               ------------------    ------------------
Cash flows from operating activities:
<S>                                                                            <C>                   <C>
    Net loss                                                                   $        (44,933)     $         (9,196)
    Adjustments to reconcile net loss to
      net cash used in operating activities:
        Depreciation and amortization                                                    14,437                 1,832
        Minority interest                                                                   (58)                    3
        Equity in loss of affiliate                                                         279                    --
        Provision for doubtful accounts                                                     408                    16
        Stock-based compensation expense                                                    645                    --
        Unrealized loss on derivative instrument                                          2,518                    --
        Cumulative effect of change in accounting principle                               2,470                    --
        Changes in assets and liabilities:
          Increase in accounts receivable                                                (4,230)                 (636)
          Increase in prepaid expenses and other assets                                  (3,199)                 (903)
          Increase (decrease) in accounts payable                                           548                  (303)
          Increase (decrease) in accrued expenses and other current                      (4,317)                  475
          liabilities
                                                                               ------------------    ------------------
             Net cash used in operating activities                                      (35,432)               (8,712)
                                                                               ------------------    ------------------
Cash flows from investing activities:
    Payments related to acquisitions, net of cash                                        (1,799)                   --
    Purchases of property and equipment                                                 (17,661)              (19,602)
    Purchase of investments                                                              (1,250)               (3,250)
                                                                               ------------------    ------------------
             Net cash used in investing activities                                      (20,710)              (22,852)
                                                                               ------------------    ------------------

Cash flows from financing activities:
    Payments on long-term debt                                                               (6)                   --
    Capital contributions from minority interests                                            --                 1,650
    Proceeds from issuance of stock                                                       3,243                 1,092
    Purchase of treasury stock                                                               --                 (360)
                                                                               ------------------    ------------------
             Net cash provided by financing activities                                    3,237                 2,382
                                                                               ------------------    ------------------
             Net decrease in cash                                                       (52,905)              (29,182)

Cash, beginning of period                                                               106,018                63,080
                                                                               ------------------    ------------------
Cash, end of period                                                            $         53,113      $         33,898
                                                                               ==================    ==================
Supplemental disclosures of cash flow information:
    Cash paid for interest                                                     $          3,316      $            856
                                                                               ==================    ==================

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>


                                   NUVOX, INC.
                                AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
             (Dollars in Thousands, except share and per share data)

(1)  General

     NuVox,   Inc.   (NuVox  or  the   Company),   formerly   known  as  Gabriel
Communications,  Inc., 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, 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 develops its networks 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").  NuVox has a fifty percent interest in a joint venture
which is accounted for under the equity  method.  Affiliated  companies in which
NuVox does not have a  significant  influence  are  accounted for using the cost
method.  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, 2000 which are
included in NuVox's Form 10-K  (Commission File No.  333-41040).  The results of
operations for the interim periods are not necessarily indicative of the results
to be expected for the full year.

(3)  Adoption of Accounting Standards

         In June 1998, the Financial  Accounting  Standards  Board (FASB) issued
Statement  of Financial  Accounting  Standards  (SFAS) No. 133 - Accounting  for
Derivative  Instruments and Hedging Activities (SFAS 133). In June 1999 and June
2000, the FASB issued SFAS No. 137 - Accounting for Derivating  Instruments  and
Hedging  Activities - Deferral of the Effective  Date of FASB Statement No. 133,
an  Amendment  of FASB  Statement  No. 133 and,  SFAS No. 138 -  Accounting  for
Derviative  Instruments and Hedging  Activities,  an Amendment of FASB Statement
No.  133,  respectively.  SFAS  133,  as  amended,  establishes  accounting  and
reporting  standards for derivative  instruments,  including certain  derivative
instruments embedded in other contracts,  and for hedging activities.  SFAS 133,
as amended,  requires an entity to recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value.  If certain  conditions are met, a derivative may be specifically
designated as a hedge in one of three categories.  The accounting for changes in
the fair  value of a  derivative  (that is,  gains and  losses)  depends  on the
intended use of the derivative and the resulting designation. Under SFAS 133, as
amended,  an entity  that  elects  to apply  hedge  accounting  is  required  to
establish,  at the inception of the hedge,  the method it will use for assessing
the  effectiveness  of the hedging  derivative and the measurement  approach for
determining  the  ineffective  aspect  of  the  hedge.  Those  methods  must  be
consistent with the entity's approach to managing risk.

         On January 1, 2001, the Company  implemented SFAS 133, as amended.  The
implementation  of SFAS 133, as  amended,  resulted  in a  cumulative  effect of
change in accounting  principle of approximately  $2.5 million as an increase of
net loss and an increase in derivative  instruments due to an unrealized loss of
approximately $2.5 million for the three months ended March 31, 2001.


                                       5
<PAGE>


(4)  Property and Equipment

     Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                        March 31,     December 31,
                                                          2001            2000
                                                     --------------   -------------

<S>                                                  <C>              <C>
  Network equipment                                  $   163,848      $  152,487
  Computer hardware and software                          33,372          30,688
  Leasehold improvements                                  12,974          12,937
  Transportation equipment                                 8,111           7,864
  Furniture and office equipment                           6,283           4,842
  Other                                                      958             956
                                                     --------------   -------------
        Property and equipment, in service               225,546         209,774
  Less accumulated depreciation and amortization          27,263          16,955
                                                     --------------   -------------
        Property and equipment, in service, net          198,283         192,819
  Construction-in-progress                                55,235          59,660
                                                     --------------   -------------
        Property and equipment, net                  $   253,518      $  252,479
                                                     ==============   =============
</TABLE>


(5)  Acquisitions

     In February 2001, NuVox purchased all of the outstanding  stock of American
Telecommunications,  Inc. of Charleston and an affiliated company, a Charleston,
South Carolina based  interconnect  equipment and services  company (AT).  Under
terms of the  agreement,  NuVox paid $1.8 million in cash,  issued  common stock
and assumed  certain  liabilities of AT. The  acquisition has been accounted for
using the purchase method of accounting.  Accordingly, the results of operations
of AT are included in NuVox's  results of  operations  subsequent to the date of
the merger.

     In 2000,  NuVox merged with State  Communications,  Inc.  d/b/a  TriVergent
Communications   and  acquired  Shared  Telecom   Services,   Inc.  (STS).  Both
transactions  were accounted for using the purchase  method of  accounting.  The
following  represents the unaudited pro forma results of operations of NuVox for
the three  months ended March 31, 2000 as if the  Trivergent  merger and the STS
acquisition had been consummated as of January 1, 2000. The pro forma results of
operations  are prepared for  comparative  purposes only and do not  necessarily
reflect the results that would have occurred had those transactions  occurred at
the  beginning of  the period  presented  or the results  which may occur in the
future.

                                                     Three Months
                                                    Ended March 31,
                                                        2000
                                                      --------

Revenues                                            $    7,153
Net loss                                               (20,272)
Net loss per share, basic and diluted                    (3.46)


                                       6
<PAGE>

(6)  Accrued Expenses and Other Current Liabilities

     Accrued expenses and other current liabilities consisted of the following:

                                                      March 31,     December 31,
                                                        2001             2000
                                                    ---------        -----------
    Accrued capital expenditures                    $  14,425        $  22,392
    Acquisition liabilities                            15,190           19,724
    Accrued employee expenses                           2,400            3,464
    Accrued costs of communications services            3,217            3,212
    Accrued taxes                                       4,116            3,655
    Other                                               8,657            7,262
                                                    ---------        ---------
         Total                                      $  48,005        $  59,709
                                                    =========        =========


(7)  Derivative Instruments and Hedging Activities

         The Company utilizes derivative instruments to assist in the management
of interest rate  sensitivity  and to solely reduce its interest rate  exposure.
The following is a summary of the Company's  derivative  instruments  under SFAS
133, as amended:

         Interest Rate Swaption Agreement.  The Company's interest rate swaption
agreement  is accounted  for at fair value.  The change in the fair value of the
swaption  is  recognized  in  earnings  on each  financial  statement  reporting
measurement date.

         Interest Rate Cap and Floor Agreements. The Company's interest rate cap
and floor agreements are accounted for at fair value.  Changes in the fair value
of the interest rate cap and floor agreements are recognized in earnings on each
financial statement reporting measurement date.

                                       7
<PAGE>

(8)  Loss Per Share

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

<TABLE>
<CAPTION>

                                                               Three Months Ended   Three Months Ended
                                                                   March 31,            March 31,
                                                                      2001                 2000
                                                               ------------------      ------------
<S>                                                                 <C>                  <C>
Shares outstanding - beginning of period                            19,494,405           5,469,200
Weighted average number of common shares issued                        157,408             393,778
                                                                 --------------        ------------
Weighted average number of common shares outstanding  -
   end of period                                                    19,651,813           5,862,978
Dilutive effect of preferred stock conversion and
  employee stock options and warrants                                       --                  --
                                                                 --------------        ------------
Diluted shares outstanding                                          19,651,813           5,862,978
Net loss before cumulative effect of change in accounting
  principle (in thousands)                                             (42,463)             (9,196)
Cumulative effect of change in accounting principle                     (2,470)                 --
                                                                 --------------        ------------
Net Loss                                                               (44,933)             (9,196)

Basic and diluted loss per share before cumulative effect              $ (2.16)            $ (1.57)
Basic and diluted loss per share for cumulative effect                   (0.13)                 --
                                                                 --------------        ------------
Basic and diluted loss per share                                       $ (2.29)            $ (1.57)
                                                                 ==============        ============
</TABLE>


     In calculating  diluted loss per share for the periods ended March 31, 2001
and March 31, 2000,  employee stock options and warrants to purchase  31,283,426
and  3,741,433  shares  of  common  stock,  respectively,  and  preferred  stock
convertible into common shares of 99,302,505 and 29,975,000,  respectively, were
outstanding  but were not included in the  computation of diluted loss per share
due to their antidilutive effect.

                                       8
<PAGE>

(9)  Stock Based Compensation

     The  following is a summary of activity  with respect to stock  options and
warrants under NuVox's 1998 Stock Incentive Plan:
<TABLE>
<CAPTION>

                                               Shares Subject to                             Weighted Average
                                               Options & Warrants          Price              Exercise Price
                                              --------------------    ---------------      -------------------
<S>                                               <C>                  <C>                         <C>

Options and warrants outstanding at
   December 31, 1999                              2,765,500                $2.40                   $2.40
   Granted                                        3,658,800            $2.40 - $5.60               $4.06
   Canceled                                        (474,683)           $2.40 - $5.60               $3.66
   Exercised                                         (6,040)               $2.40                   $2.40
                                              --------------------
Options and warrants outstanding at
   December 31, 2000                              5,943,577
   Granted                                          831,280                $4.00                   $4.00
   Canceled                                        (270,379)           $2.40 - $5.60               $4.10
   Exercised                                         (2,600)               $2.40                   $2.40
                                              --------------------
Options and warrants outstanding at
   March 31, 2001                                 6,501,878
                                              ====================

</TABLE>

Exercisable  options and warrants  totaled  1,555,166 and 1,355,092 at March 31,
2001 and December 31, 2000, respectively.

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

<TABLE>
<CAPTION>

                                               Shares Subject to                             Weighted Average
                                                    Options                Price              Exercise Price
                                              --------------------    ---------------      -------------------
<S>                                               <C>                  <C>                         <C>

Options outstanding at November 1, 2000           10,946,207           $1.36 - $13.56              $4.09
   Granted                                             --                     --                     --
   Canceled                                          (55,408)               $5.56                  $5.56
   Exercised                                           --                     --                    --
                                                  ----------
Options outstanding at December 31, 2000          10,890,799
   Granted                                             --                     --                     --
   Canceled                                         (452,961)           $2.03 - $5.56              $4.29
   Exercised                                        (115,784)           $1.36 - $3.84              $2.55
                                                  ----------
Options outstanding at March 31, 2001             10,322,054
                                                  ==========
</TABLE>

Exercisable option totaled 5,766,032 at March 31, 2001 and 4,007,438 at December
31, 2000.


                                       9
<PAGE>

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

     References  in this Form 10-Q to "we," "us," "our" and "NuVox"  mean NuVox,
Inc. (formerly known as Gabriel  Communications,  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 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.

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 a local sales force 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. We have been providing these products and services in an expanding
number of U.S. markets since we commenced commercial operations in June 1999. As
of March 31, 2001, NuVox was providing service to approximately 32,000 customers
with more than 80,000  total  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.  To date,  capital
expenditures have been primarily for the build out of our network and operations
support systems infrastructure.  Future incremental network infrastructure costs
are  expected  to be  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

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

     o    defer capital  expenditures  for  additional  network assets until the
          time  when  revenue   generated  by  customer  demand  justifies  such
          expenditures, and

     o    address  business  customers  throughout  our  markets and not just in
          those areas accessible from owned fiber transmission facilities.

                                        10
<PAGE>

     The  development  of our business and the  deployment  and expansion of our
networks require significant expenditures, a portion of which is incurred before
the realization of revenue.  We have  experienced  negative  operating cash flow
from our inception through March 31, 2001 totaling approximately $109.2 million.
We expect to continue to incur negative operating cash flow for a period of time
as we expand our operations and grow our customer base. Expenses are expected to
exceed  revenue in each  location in which we offer  service  until a sufficient
customer base is established.

TriVergent Merger

     On November 1, 2000, NuVox completed its merger with State  Communications,
Inc., d/b/a TriVergent  Communications,  a broadband  telecommunications company
based in Greenville,  South Carolina,  which merged with and into a wholly-owned
subsidiary  of NuVox.  The  combined  company  now has  networks  in the Midwest
located in Missouri, Kansas, Oklahoma,  Arkansas, Illinois, Indiana and Ohio and
networks in the Southeast  located in South Carolina,  North Carolina,  Georgia,
Florida,   Kentucky  and  Tennessee.   We  have  made  substantial  progress  in
integrating  the two companies by

     o    restructuring   into  a  unified   organization   with  common  salary
          structures,  commission plans, benefit programs and payroll and e-mail
          systems,

     o    developing a common product portfolio  throughout our entire 30-market
          service area,

     o    adopting  common  operations  support  system  platforms  for billing,
          collection,  provisioning, trouble management,  surveillance, customer
          service,  financial and  operational  reporting,  and other  essential
          business functions, and

     o    aggressively pursuing cost containment programs which have resulted in
          annual selling,  general and administrative  expense savings in excess
          of $8 million from November 2000 run rates and are targeted to achieve
          additional  annual cost of sales  savings from year-end 2000 run rates
          of approximately $5 million.

     NuVox  issued  approximately  52.2 million  shares of common and  preferred
stock and options and warrants to acquire  approximately  12.2 million shares of
common stock to consummate the transaction.  Total  consideration,  inclusive of
transaction  costs and options and warrants assumed,  was  approximately  $245.6
million.  The  acquisition  has been accounted for using the purchase  method of
accounting.

Shared Telcom Acquisition

     On December 11,  2000,  NuVox  purchased  all of the  outstanding  stock of
Shared   Telcom   Services,   Inc.,  a  provider  of  local  and  long  distance
telecommunications  services in  Indianapolis.  NuVox paid $10.4 million in cash
and assumed  certain  liabilities of Shared  Telcom.  The  acquisition  has been
accounted for using the purchase method of accounting.

American Telecommunications of Charleston Acquisition

     In February 2001, NuVox purchased all of the outstanding  stock of American
Telecommunications,  Inc. of Charleston and an affiliated company, a Charleston,
South Carolina based  interconnect  equipment and services  company.  NuVox paid
$1.6 million in cash,  issued common stock and assumed  certain  liabilities  of
American  Telecommunications.  The  acquisition has been accounted for using the
purchase method of accounting.

                                       11
<PAGE>

Operating Statistics

     The following table provides selected operational data:

<TABLE>
<CAPTION>
                                                                          As of March 31,
                                                        ------------------------------------------
                                                             2001                     2000
                                                        -----------------       ------------------

<S>                                                      <C>                      <C>
   Markets in operation                                           30                       7
   Markets under development                                      --                       8
        Total markets                                             30                      15
   Markets with data centers in operation                         11                      --
   Addressable market - business lines (in millions)             6.1                     2.9
   Addressable market - total lines (in millions)               19.8                     4.7
   Lines in service                                           81,137(a)                5,992
   Annualized March revenues                             $64,994,000              $6,983,000
   On-net March revenues per customer                        $857.42                 $854.25
   Gross margin (%)                                              7.4%                   13.9%
   Voice switches installed                                       14                       6
   ATM switches installed                                         30                       7
   Central office collocations in service                        260                      --
   Customers served, on-net(b)                                 5,928                     575
   Total customers served                                     31,931                     575
   Sales employees                                               288                      95
   Total employees                                             1,021                     269

--------------
<FN>

     (a)  Includes  25,421  lines in service  through  which we  provide  resale
          services,  which is expected to decrease as a percentage  of the total
          lines in service  as we pursue  our  business  strategy  of  providing
          services over our own network platforms.

     (b)  "On-net" customers are those to which we provide our services over our
          own  network   platforms.   All  customers   have  signed   contracts,
          approximately 70% of which have three-year terms.
</FN>

</TABLE>

Results of Operations

     Inasmuch  as we have  significantly  increased  the  scope  and size of our
operations,  our results of operations for the three months ended March 31, 2001
were significantly greater than the results for the three months ended March 31,
2000.   Also,  since  we  are  using  the  purchase  method  of  accounting  for
acquisitions,   we  have  only  recognized  revenues  earned  related  to  these
transactions since the acquisition dates.

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

REVENUE

     Our revenues  increased  to $14.5  million for the three months ended March
31,  2001 from $1.3  million for the three  months  ended  March 31,  2000.  The
substantial   increase  in  revenue  reflects  the  impact  of  our  development
activities  and  acquisitions  during 2000 and the increase  from 7  operational
markets in service as of March 31, 2000 to 30 in service during the three months
ended March 31, 2001.

         We generate revenues from:

     o    local calling  services,  including  basic voice calling  services and
          advanced local features such as call waiting and call forwarding,

     o    long  distance  services,  which  include  a full  range of  domestic,
          international and toll-free long distance services,

                                       12
<PAGE>

     o    dedicated, high speed Internet access services, including DSL Internet
          access, web and data services,

     o    website  design and  development,  web page  hosting  and domain  name
          services, audio conferencing,  remote access and a comprehensive suite
          of web-enabled business applications,

     o    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,

     o    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,

     o    reciprocal  compensation,   which  entitles  us  to  compensation  for
          terminating  local calls made by  customers  of other  carriers to our
          customers,

     o    managed server services in our data centers, and

     o    network  design  and  installation  services  and   telecommunications
          equipment sales.

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

     From its  inception  in  October  1997  through  April  1999,  TriVergent's
business  strategy was to target  residential  customers for the resale of local
and long distance voice services. In April 1999, TriVergent began to implement a
strategy  of  offering  facilities-based  broadband  products  and  services  to
business customers and, with the exception of its prepaid business, discontinued
marketing its  residential  resale voice  services.  We expect that our revenues
from TriVergent's residential resale business will decline to immaterial amounts
by  2002.  Also,  prior  to its  acquisition,  Shared  Telcom  primarily  resold
established  telephone  company  services  to business  customers.  We intend to
transition  most  of  Shared  Telecom  resale  customers  to our  switched-based
network.

     Local voice service  revenues for the three months ended March 31, 2001 and
2000 were $7.4  million and  $622,000,  respectively  (of which $5.6 million and
$622,000 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, 2001 and 2000 were $2.5
million and $234,000,  respectively.  Revenues  generated from Internet  access,
web,  data and other  services and products for the three months ended March 31,
2001 and 2000 were $4.6 million and $451,000, respectively.

     A  significant  contributor  to our  overall  revenue  growth  has been the
addition of new markets as well as the growth in  existing  markets.  Annualized
revenues  increased to $65 million  based on March 2001 revenues from $7 million
based on March  2000  revenues.  Annualized  revenues  for the seven  markets in
service  as of March 31,  2000  increased  to $17  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  to 81,137 at March 31,  2001,  of which
55,716 were on-net, as compared to 7,332 on-net access lines in service at March
31, 2000.  Total  customers  have grown to 31,931 as of March 31, 2001, of which
5,928 were served  on-net,  as compared  with 575 on-net  customers at March 31,
2000.

COST AND EXPENSES

     Our cost of communication  services amounted to $13.5 million for the three
months  ended  March 31, 2001  compared  to $1.1  million for the same period in
2000.  The  increase  in  cost  of  communication  services  resulted  from  the
deployment of our networks and growth in access lines in service, and correlates
to the  increase in revenue  between the three month period ended March 31, 2001
and the same period  from the prior  year.  Gross  margin  decreased  to 7.4% of
revenue for the year ended March 31,  2001 as  compared  with a gross  margin of
13.9% in the three month period ended March 31, 2000 due to the recurring  costs
of  collocation  facilities in 2001.  We expect that these costs will  adversely
impact our gross margins until we achieve a sufficient  level of  utilization to
cover such costs. Our cost of communication  services  includes  recurring costs
associated with

     o    leasing  the high  capacity  transport  facilities  that  connect  our
          switching  equipment to our equipment  located in incumbent  telephone
          companies' central offices,

                                       13
<PAGE>

     o    leasing the T-1 access,  unbundled local loop lines and other customer
          access facilities that connect our customers to our networks,

     o    leasing  space used to  collocate  our  customer  access  equipment in
          incumbent telephone companies' central offices,

     o    purchasing long distance services for resale to our customers, and

     o    providing Internet access to our customers.

     We have  interconnection  agreements  with  Southwestern  Bell,  Ameritech,
BellSouth,  GTE,  Broadwing  Communications  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.  The  recurring  costs of the  collocation  facilities,  including
leasing and  utilities  costs,  are  capitalized  until we initiate  services to
customers through those facilities.  Thereafter, these costs are included in our
cost of communication services. We expect that these costs will adversely impact
our gross margins until we achieve a sufficient  level of  utilization  to cover
such costs.

     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 minimum  usage  requirements.  We
expect that total costs for  transmission  capacity  will increase as customers'
long  distance  calling  volume  increases,  and  that  these  costs  will  be a
significant portion of the cost of 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  include  salaries and
related personnel costs, facilities expenses,  sales and marketing,  information
systems  costs,  education and training  costs,  and  professional  services and
consulting fees. We expect that our selling, general and administrative expenses
will increase  significantly  as we expand our  operations  and hire  additional
employees, but will decrease as a percentage of revenues as we grow 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
create product and brand awareness.

     Our selling, general and administrative expenses increased to $24.0 million
for the three months ended March 31, 2001  compared to $7.5 million for the same
period in 2000. The increase in selling,  general and administrative expenses is
primarily due to increases in the number of employees and other costs associated
with the  expansion  of our  networks  and  services.  We added  756  employees,
including an additional 139 account executives, between March 31, 2000 and March
31,  2001 as 23  additional  markets  became  operational,  including  16 former
TriVergent markets.

     In connection with the TriVergent  merger,  a portion of the purchase price
was  allocated to the intrinsic  value of the unvested  portion of NuVox options
issued to  TriVergent  employees.  This amount  totaled  $6.0  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,
$645,000 was recorded as amortization  of stock-based  compensation in the three
months ended March 31, 2001.

     Depreciation  and amortization  expense  increased to $14.4 million for the
three months ended March 31, 2001 from $1.8 million for the same period in 2000.
This  reflects  the  completion  of networks  and  initiation  of services in 23

                                       14
<PAGE>

additional  markets,  including  16 former  TriVergent  markets,  as well as the
recording of amortization of intangible assets related to acquisitions.

     Interest expense for the three months ended March 31, 2001 was $2.8 million
as  compared to  interest  expense of  $750,000 in the same period in 2000.  The
increase in interest expense relates to borrowings and commitment fees under our
expanded  senior secured credit  facility which replaced the former  facility on
November 1, 2000. See "Liquidity and Capital Resources" below.

     Interest  income is earned on the short-term  investment of available cash.
Interest income increased from $674,000 in the three months ended March 31, 2000
to $1.1 million in the same period in 2001, due to increases in our average cash
balances.

     The unrealized loss on derivative  instrument and the cumulative  effect of
change in accounting  principle is  attributable to changes in the fair value of
our interest rate swaption  agreement and interest rate cap and floor  agreement
and results from the implementation of SFAS 133, as amended on January 1, 2001.

     We had an operating loss of $38.1 million and negative  adjusted  EBITDA of
$23.0  million  for the three  months  ended  March  31,  2001,  compared  to an
operating loss of $9.1 million and negative  adjusted EBITDA of $7.3 million for
the three  months  ended March 31,  2000.  We expect to  continue to  experience
operating  losses and negative  adjusted  EBITDA as we expand our operations and
grow our customer base.  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 generally  accepted  accounting
principles 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 for the three  months  ended March 31, 2001 was $39.9  million
compared to $9.2 million for the three  months  ended March 31, 2000.

Liquidity and Capital Resources

     As of  March  31,  2001,  we had  $53.1  million  of  cash  and  short-term
investments,  and $126.7 million of undrawn financing available under our senior
secured credit facility, providing total available capital of $179.8 million.

     On November 1, 2000, Gabriel  Communications  Finance Company,  an indirect
wholly-owned  subsidiary of NuVox, closed on an expanded $225 million eight-year
senior secured credit  facility,  which replaced its existing $90 million senior
credit facility. Approximately $98.2 million was drawn at that date to repay the
previous  secured  credit  facilities  of  Gabriel  Communications  Finance  and
TriVergent and to pay other expenses  relating to the  TriVergent  merger.  This
credit  facility  consists of a $40 million  term loan  facility,  a $60 million
eight-year revolving credit facility,  and $125 million in two-year delayed draw
term loan facilities.  Borrowings are available,  subject to the satisfaction of
certain  terms and  conditions,  primarily  to  provide  financing  for  capital
expenditures  and working  capital and is predicated  on our 30-market  business
plan.  Quarterly  repayment of  outstanding  borrowings  under the term loan and
revolving  credit  facilities  will  commence on December  31, 2003 and continue
through September 30, 2008.  Interest on outstanding  borrowings varies based on
the borrower's  leverage ratio and is initially the London  Interbank Offer Rate
plus  4.25%.  The  initial  commitment  fee on the unused  portion of the credit
facility is 1.50% per annum,  payable quarterly,  and will be reduced based upon
usage.

     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

                                       15
<PAGE>

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,  and of the borrower and each of the
borrower's  subsidiaries.  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,  and require the  borrower  and NuVox to maintain  operating  and
financial  performance  measures.  These covenants  effectively prohibit us from
paying  any cash  dividends  on our  common  stock and  preferred  stock for the
foreseeable future.

     For the three  months ended March 31, 2001 and 2000,  capital  expenditures
totaled $17.7 million and $19.6 million, respectively. Such capital expenditures
have  included  assets  necessary  for  deploying the networks in our initial 30
markets,  establishing our network  operations control centers and providing the
operations  and other support  systems  necessary for our business.  We estimate
that our capital  expenditures for the balance of 2001 will total  approximately
$26.0 million.

     Our financing plan is predicated on obtaining the funding required for each
market to reach  positive free cash flow prior to committing to the  development
of that market.  By using this approach,  we seek to avoid being in the position
of seeking  additional  capital to fund a market  after we have  already  made a
significant  capital  investment in that market.  We believe that by raising all
required  capital  prior to making  any  commitments  in a market,  we can raise
capital on more favorable terms and conditions.

     As of March 31,  2001,  we have  raised  equity  and debt  capital  of $686
million, consisting of:

     o    equity capital of $311 million invested by NuVox stockholders

     o    equity  capital of $150 million  invested by TriVergent  stockholders,
          and

     o    debt capital of up to $225  million  under our senior  secured  credit
          facility.

     Based upon our expected performance, we believe our $179.8 million of total
funding  available  at March 31,  2001 is  sufficient  to fully  fund all of the
necessary capital for our initial 30 markets  currently in operation,  including
capital to fund initial  operating  losses of those markets.  However,  risks we
face that could cause us not to remain fully funded include, but are not limited
to,  our  ability  to  successfully  market  our  services  to  current  and new
customers,  interconnect with and develop cooperative working relationships with
the  incumbent  local  carriers,  successfully  transfer  new  customers  to our
networks, and borrow under our credit facility or alternative financing sources.
We will continue to deploy capital for the  development of our existing  markets
and to allow for  demand-driven  capital  spending.  We intend to  continue  our
financing plan of obtaining the funding necessary to support  additional markets
until we reach positive free cash flow,  prior to committing to the  development
of those markets. In response to demand initially  encountered for our services,
we may consider the  development  of  additional  markets  beyond our initial 30
markets  and may raise  additional  funding  through  the sale of debt or equity
securities.  In addition, we may require additional funding to take advantage of
additional opportunities, effect acquisitions, develop new services or otherwise
respond   to   changing    business    conditions   or   developments   in   the
telecommunications industry.

     In connection with the TriVergent merger, we issued to the holders of NuVox
and TriVergent  preferred stock warrants to purchase  7,999,931  shares of NuVox
common stock at an exercise price of $6.00 per share,  which expire  November 1,
2001,  and  warrants to purchase  4,999,942  shares of NuVox  common stock at an
exercise  price of $10.25 per share,  which expire  November 1, 2002. Any holder
exercising the $6.00 warrants will be obligated to exercise the $10.25 warrants.
If  these  warrants  are  exercised  in  full,  we  would  receive  proceeds  of
approximately  $100  million.  We can give no  assurance  that the holders  will
exercise these warrants in full or at all.

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

     o    a change in or inaccuracy of our development plans or projections,

     o    the demand for our services,

     o    regulatory and technological developments, including new opportunities
          in the telecommunications industry, and

     o    the consummation of acquisitions.


                                       16
<PAGE>

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

     o    the extent of price and  service  competition  for  telecommunications
          services in our markets,

     o    our ability to develop, acquire and integrate the necessary operations
          support systems,

     o    the number of customers and the services for which they  subscribe and
          the time required to provision those customers,

     o    the nature and penetration of new services that we may offer, and

     o    the impact of changes in technology and telecommunication regulations.


Actual costs and revenues may vary from expected amounts, possibly to a material
degree, and these variations may affect our future capital requirements.

Effect of Recent Accounting Pronouncements

     In the fourth quarter of 2000,  the Financial  Accounting  Standards  Board
announced,  in  connection  with  finalizing  the new  accounting  standards for
business  combinations,  its tentative  conclusion  that  goodwill  arising from
business combinations, including prior business combinations, would no longer be
required to be amortized. Goodwill would instead be reviewed for impairment, and
the value  would be written  down only in periods in which the value of goodwill
is more than fair value. The final standard on business combinations is expected
to be issued by the FASB in the third  quarter  of 2001.  The  FASB's  tentative
conclusion,  however,  is subject to change, and NuVox cannot give any assurance
when or if the FASB will issue a final standard.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

     At March 31, 2001 and  December 31,  2000,  the carrying  value of our debt
obligations was $98.3 million and the weighted average interest rate on our debt
obligations  was 10.14% and 11.02%  respectively.  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,  2001 and 2000  would have been
increased by $243,000 and $50,000, respectively.

     Effective  March  30,  2001,  there  is in  place  a  derivative  financial
agreement  which included an interest rate swaption  agreement and interest rate
cap and floor  agreements.  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.

                                       17
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds.

     (c) During the three months ended March 31,  2001,  NuVox  offered and sold
the following  equity  securities that were not registered  under the Securities
Act of 1933, as amended:

     Series B. Preferred Stock

     Pursuant to a Securities  Purchase Agreement among NuVox and the Purchasers
named therein  dated as of March 31, 2000,  as amended by agreement  dated as of
October 25, 2000,  NuVox agreed to issue and sell an aggregate of  30,430,611 of
its Series B Convertible Preferred Stock at $7.00 per share, of which 29,997,517
shares were issued and sold during 2000 at $7.00 per share,  or $210.0  million.
The remaining  433,094 shares were issued and sold during the three months ended
March 31, 2001 at $7.00 per share,  or $3.0 million.  The shares were issued and
sold to existing holders of NuVox's common and preferred stock and to two lender
participants in NuVox's $225 million senior secured credit facility.  Each share
of NuVox's  Series B Convertible  Preferred  Stock is convertible at any time at
the  option of the  holder  into one share of NuVox  common  stock,  subject  to
customary anti-dilution  adjustments.  We have used the proceeds of the issuance
and  sale of such  Series B  Convertible  Preferred  Stock  to fund our  capital
requirements for the  installation,  deployment and initial  operating losses of
our networks.

     The  issuance  of  Series B  Preferred  stock  described  above was made in
reliance upon the exemption  from  registration  provided by Section 4(2) of the
Securities Act of 1933 and Regulation D promulgated  thereunder for transactions
by an issuer not involving any public offering.  The recipients of securities in
these  transactions  represented  their  intention to acquire the securities for
investment  purposes  only  and  not  with a  view  to or  for  distribution  in
connection  with  these  transactions.  All  investors  had  adequate  access to
information  about  NuVox  through  their  relationship  with NuVox and  through
information  that NuVox  made  available  to them.  Each  purchaser  of Series B
preferred  stock is a party to a  stockholders'  agreement  that  restricts  the
purchaser's ability to transfer any shares of such stock.

     Issuance of Common Stock pursuant to Stock Incentive Plans

     During the three  months  ended March 31,  2001,  NuVox  issued and sold an
aggregate of (1) 2,600 shares of our common stock to four former  employees upon
exercise of stock options granted  pursuant to NuVox,  Inc. 1998 Stock Incentive
Plan, as amended,  at exercise prices of $2.40 per share, and received aggregate
cash  proceeds  of  $6,240  and (2)  115,784  shares  of our  common  stock  for
$1.36-$3.84  per share to ten former  employees  upon  exercise of stock options
granted  pursuant to the  NuVox/Trivergent  Stock  Incentive  Plan and  received
aggregate cash proceeds of $201,235. The issuance of such shares of common stock
was made in reliance upon the exemption  from  registration  provided by Section
4(2)  of the  Securities  Act of  1933  and  Rule  701  promulgated  by the  SEC
thereunder  for securities  issued  pursuant to a written  compensatory  benefit
plan,  pursuant  to offers  made prior to the time NuVox  became  subject to the
reporting  requirements of Section 15(d) of the Securities Exchange Act of 1934,
in an  aggregate  amount  which is less than 15% of NuVox's  total  consolidated
assets as of the date of our most recent balance sheet on the date of sale.

     Grant of Options Pursuant to 1998 Stock Incentive Plan

     At various  dates during the three months ended March 31, 2001,  we granted
options  to  purchase  an  aggregate  of 831,280  shares of our common  stock to
employees under our 1998 Stock Incentive Plan, which plan and amendments thereto
were  previously  approved by our  stockholders.  The  exercise  prices of these
options  were not less than 80% of the fair market  value of our common stock on
the dates of grant and ranged from $4.00 to $5.60 per share.  The  options  vest
ratably in installments of one-third per year starting on the first  anniversary
of the date of grant.  All of these option grants were made in reliance upon the
exemption from the  registration  requirements of Rule 701 of the Securities Act
of 1933 pursuant to a written compensatory benefit plan. On April 2, 2000, NuVox
filed a registration statement on Form S-8 registering the shares underlying the
options  granted  and awards  that may be  granted in the future  under our 1998
Stock Incentive Plan.

                                       18
<PAGE>

     Issuance of Common Stock Pursuant to Acquisition Agreements

     Pursuant to (i) an Agreement and Plan of Merger, by and among NuVox,  Amtel
Acquisition  Corp.,  a South Carolina  corporation  wholly-owned  by NuVox,  and
American  Telecommunications,  Inc. of Charleston, a South Carolina corporation,
and its  shareholders,  and (ii) an  Agreement  and Plan of  Merger by and among
NuVox,  CCN  Acquisition  Corp., a South Carolina  corporation  wholly-owned  by
NuVox, and Carolina  Communications Network, Inc., a South Carolina corporation,
and its shareholders, each of which Agreements and Plans of Merger were dated as
of January 31, 2001,  NuVox issued to such  shareholders an aggregate of 209,059
shares of our  common  stock in partial  payment  for the  acquisition  of these
companies. The issuance of such shares of common 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
recipients of these shares represented their intention to acquire the shares for
investment  purposes  only  and  not  with a  view  to or  for  distribution  in
connection  with  these  transactions.  All  investors  had  adequate  access to
information  about NuVox through  information that NuVox made available to them.
Each  shareholder  is a party  a  stockholders'  agreement  that  restricts  the
shareholder's ability to transfer any shares of such stock.

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
            registrant'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      By-laws,  as amended as of March 21,  2000,  incorporated  herein by
            reference to Exhibit 3.2 to the registrant's  Registration Statement
            on Form S-4 (File No. 333-41040).

   10.1     Employment   Agreement  dated  as  of  March  5,  2001  between  the
            registrant and Michael C. Morey, incorporated herein by reference to
            Exhibit 10.13 to the 2000 Form 10-K.**

       ---------------------------

          ** Management  contract or compensatory plan,  contract or arrangement
          required to be filed pursuant to Regulation S-K, Item 601(b)(10)(iii).

     (b) Reports on Form 8-K:

     During the quarter  ended March 31, 2001,  NuVox filed a report on Form 8-K
(date of earliest event reported, February 13, 2001) disclosing pursuant to Item
5 (Other Events) the change of its corporate  name from Gabriel  Communications,
Inc. to NuVox, Inc.

                                       19
<PAGE>


                                   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, 2001                     By:    /s/ David L. Solomon
                                      ------------------------------------------
                                       David L. Solomon,
                                       Chairman and Chief Executive Officer


May 15, 2001                     By:    /s/ Michael E. Gibson
                                      ------------------------------------------
                                       Michael E. Gibson,
                                       Senior Vice President and Chief Financial
                                       Officer (Principal Financial Officer and
                                       Principal Accounting Officer)




                                       20
<PAGE>


                                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
            registrant'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     By-laws,  as amended as of March 21,  2000,  incorporated  herein by
            reference to Exhibit 3.2 to the registrant's  Registration Statement
            on Form S-4 (File No. 333-41040).

    10.1    Employment   Agreement  dated  as  of  March  5,  2001  between  the
            registrant and Michael C. Morey, incorporated herein by reference to
            Exhibit 10.13 to the 2000 Form 10-K.**

            ---------------------------
           ** Management  contract or compensatory plan, contract or arrangement
           required   to   be   filed   pursuant   to   Regulation   S-K,   Item
           601(b)(10)(iii).



                                       21