(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets as of December 31, 2003 and March 31, 2004 (unaudited)

Consolidated Statements of Operations for the three months ended March 31, 2003 and 2004 (unaudited)

Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2004 (unaudited)

Notes to Consolidated Financial Statements (unaudited)

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds.

Item 6. Exhibits and Reports on Form 8-K

Signature Page

CURRENT ASSETS:

Cash and cash equivalents

Inventory, net

Accounts receivable (net of allowance of $1,085 and $1,377 at December 31, 2003 and March 31, 2004, respectively)

Prepaid expenses

Deferred charges

Current deferred tax asset

Other current assets

Total current assets

Property and equipment, net

Restricted cash and investments

Long-term investments

PCS licenses

Microwave relocation costs

Other assets

Total assets

CURRENT LIABILITIES:

Accounts payable and accrued expenses

Current maturities of long-term debt

Deferred revenue

Other current liabilites

Total current liabilities

Long-term debt, net

Deferred tax liabilities

Long-term deferred revenue

Deferred rents

Other long-term liabilities

Total liabilities

COMMITMENTS AND CONTINGENCIES (Note 9)

SERIES D CUMULATIVE CONVERTIBLE REDEEMABLE PARTICPATING PREFERRED STOCK, par value $.0001 per share, 4,000,000 shares designated, 3,500,947 and 3,500,953 shares issued and outstanding at December 31, 2003 and March 31, 2004, respectively
Liquidation preference of $384,841 and $389,588, at December 31, 2003 and March 31, 2004, respectively

STOCKHOLDERS’ EQUITY:

Preferred stock, par value $.0001 per share, 5,000,000 shares authorized, 4,000,000 of which have been designated as Series D Preferred Stock, no shares issued and outstanding at December 31, 2003 and March 31, 2004, respectively

Common stock, par value $.0001 per share -

Class A, 300 shares authorized, 180 shares issued and outstanding at December 31, 2003 and March 31, 2004, respectively

Class B, 60,000,000 shares authorized, 7,817,570 and 8,227,570 shares issued and outstanding at December 31, 2003 and March 31, 2004, respectively

Class C, 240,000,000 shares authorized, 65,365,806 shares and 74,478,750 shares issued and outstanding at December 31, 2003 and March 31, 2004, respectively

Additional paid-in capital

Subscriptions receivable

Deferred compensation

Retained earnings

Total stockholders’ equity

Total liabilities and stockholders’ equity

REVENUES:

Service revenues

Equipment revenues

Total revenues

OPERATING EXPENSES:

Cost of service (excluding depreciation included below)

Cost of equipment

Selling, general and administrative expenses (excludes non-cash compensation)

Non-cash compensation

Depreciation and amortization

Loss on sale of assets

Total operating expenses

INCOME FROM OPERATIONS

OTHER (INCOME) EXPENSE:

Interest expense

Interest income

Gain on extinguishment of debt

Total other expense

INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

Provision for income taxes

INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

Cumulative effect of change in accounting principle, net of tax

NET INCOME

ACCRUED DIVIDENDS ON SERIES D PREFERRED STOCK

NET INCOME (LOSS) APPLICABLE TO COMMON STOCK

NET INCOME (LOSS) PER SHARE: (Note 8)

BASIC

Income before cumulative effect of change in accounting principle

Cumulative effect of change in accounting principle

NET INCOME (LOSS) PER SHARE – BASIC

DILUTED

Income before cumulative effect of change in accounting principle

Cumulative effect of change in accounting principle

NET INCOME (LOSS) PER SHARE – DILUTED

Three Months Ended

March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

Adjustments to reconcile net income to net cash provided by (used in) operating activities -

Cumulative effect of change in accounting

Gain on extinguishment of debt

Loss on sale of assets

Depreciation and amortization

Non-cash interest expense

Bad debt expense

Equity based compensation expense

Amortization of deferred compensation

Accretion of asset retirement obligation

Deferred rent

Deferred taxes

Costs of abandoned cell sites

Changes in assets and liabilities -

Inventory

Accounts receivable

Prepaid expenses

Deferred charges and other current assets

Accounts payable, accrued expenses & deferred revenue

Net cash provided by (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of investments

Proceeds from sale of investments

Microwave relocation

Purchase of property and equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Change in book overdraft

Repayment of notes

Proceeds from sale of Series D Preferred Stock, net of issuance cost

Proceeds from exercise of stock options

Net cash provided by (used in) financing activities

DECREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, beginning of period