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

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

DELAWARE		52-2232143
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

		Page No.
PART I -	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Consolidated Balance Sheets - as of September 30, 2004 and December 31, 2003	3
	Consolidated Statements of Operations - for the three and nine months ended September 30, 2004 and 2003	4
	Consolidated Statements of Cash Flows - for the nine months ended September 30, 2004 and 2003	5
	Condensed Notes to Unaudited Interim Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II -	OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 4.	Submission of Matters to a Vote of Security Holders	22
Item 6.	Exhibits	22
SIGNATURES		23

	2

			September 30,			December 31,
			2004			2003
ASSETS
Current assets:
Cash and cash equivalents		$	34,077		$	29,307
Accounts receivable, less allowance for doubtful accounts of $1,767 and $2,292 at September 30, 2004 and December 31, 2003, respectively			10,399			14,076
Other receivables			1,685			5,039
Prepaid expenses and other current assets			2,388			4,579
Total current assets			48,549			53,001
Property and equipment, net			31,449			33,762
Long-term restricted cash and cash equivalents			9,492			9,537
Intangibles, net of accumulated amortization of $9,927 and $6,491 at September 30, 2004 and December 31, 2003, respectively			5,512			8,948
Other assets			4,233			3,781
Total assets		$	99,235		$	109,029
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of capital lease obligations		$	—		$	256
Accounts payable			12,450			15,752
Accrued sales tax payable			3,275			3,647
Accrued property taxes payable			1,804			2,818
Accrued bonus			1,381			2,388
Deferred revenue			4,903			4,696
Accrued other expenses			10,001			11,020
Total current liabilities			33,814			40,577
Long-term deferred revenue			1,909			2,211
Total liabilities			35,723			42,788
Commitments and contingencies
Stockholders’ equity:
Preferred stock, 49,900,000 shares authorized but unissued at September 30, 2004 and December 31, 2003			—			—
Series A preferred stock, 100,000 shares authorized but unissued at September 30, 2004 and December 31, 2003			—			—
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 78,518,300 and 78,232,742 shares issued and outstanding at September 30, 2004 and December 31, 2003, respectively			78			78
Additional paid-in capital			104,019			103,735
Accumulated deficit			(40,585	)		(37,572	)
Total stockholders’ equity			63,512			66,241
Total liabilities and stockholders’ equity		$	99,235		$	109,029

	3

		Three Months Ended September 30,			Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
		2004			2003			2004			2003
Operating revenues:
Telecommunication services		$	37,593		$	36,797		$	113,242		$	111,293
Operating expenses:
Cost of operating revenues (exclusive of depreciation and amortization shown separately below of $2,024 and $1,957 for the three months ended September 30, 2004 and 2003, respectively, and $5,926 and $5,645 for the nine months ended September 30, 2004 and 2003, respectively)			18,007			17,737			52,135			58,818
Selling, general and administrative (exclusive of depreciation and amortization shown separately below of $1,851 and $2,164 for the three months ended September 30, 2004 and 2003, respectively, and $5,729 and $6,763 for the nine months ended September 30, 2004 and 2003, respectively)			17,598			18,084			53,318			58,799
Agent selling expense - warrants			94			—			135			—
Stock-based compensation expense			13			43			91			134
Network optimization cost			—			(954	)		—			(954	)
Gain on sale of assets, net			(108	)		(185	)		(368	)		(267	)
Depreciation and amortization			3,875			4,121			11,655			12,408
			39,479			38,846			116,966			128,938
Loss from operations			(1,886	)		(2,049	)		(3,724	)		(17,645	)
Other income (expense):
Other expense			(11	)		—			(106	)		—
Interest income			104			40			269			136
Interest expense			(61	)		(102	)		(194	)		(425	)
Loss on discharge of debt			—			—			—			(102	)
Loss from continuing operations			(1,854	)		(2,111	)		(3,755	)		(18,036	)
Discontinued operations:
Income (loss) from discontinued operations			508			922