UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


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


                                    FORM 10-Q

         (Mark One)

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended March 31, 2003

                                       or

[  ]     TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from            to


                        Commission File Number 000-27095
                                  -------------

                           AVERY COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

                   DELAWARE                               22-2227079
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
             or organization)

          2700 Patriot Boulevard                              60025
                 Suite 150                                  (Zip code)
              Glenview, IL 60025
  (Address of principal executive offices)

                                 (847) 832-0077
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant: (1) filed all reports required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 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 .

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

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity, as of April 30, 2003:


       TITLE OF CLASS                              NUMBER OF SHARES OUTSTANDING
       --------------                              ----------------------------

Common Stock, $.01 par value                                   888,483



<PAGE>
                   AVERY COMMUNICATIONS, INC. AND SUBSIDIARIES

                                      INDEX


PART I   FINANCIAL INFORMATION                                              PAGE

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets - March 31, 2003
         (unaudited) and December 31, 2002                                   1-2

         Consolidated Statements of Operations - For the Three
         Months Ended March 31, 2003 and 2002 (unaudited)                      3

         Consolidated Statements of Cash Flows - For the Three
         Months Ended March 31, 2003 and 2002 (unaudited)                      4


         Notes to 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           12

Item 4.  Controls and Procedures                                              13

PART II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                     13

         Signatures                                                           14


<PAGE>
<TABLE>
<CAPTION>
                   AVERY COMMUNICATIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                                                                              03/31/03         12/31/02
                                                                                            --------------  ---------------
                                                                                              (UNAUDITED)
<S>                                                                                     <C>                <C>
Current assets:
   Cash and cash equivalents                                                            $       2,402,657  $     4,142,377
                                                                                            --------------  ---------------
   Accounts receivable:
      Trade accounts receivable                                                                 3,321,388        3,182,984
      Advance payment receivables, net of allowance for doubtful accounts of
        $303,759 and $289,147 at March 31, 2003 and December 31, 2002, respectively             3,013,323        3,322,057
      LEC billing and collection fees receivable                                                5,475,108        4,285,232
                                                                                            --------------  ---------------
          Total accounts receivable                                                            11,809,819       10,790,273
                                                                                            --------------  ---------------

   Receivable from OAN                                                                          5,584,555        5,484,364
   Other receivables                                                                               50,818           11,825
   Current portion of deposits with LECs                                                                -        1,300,000
   Other current assets                                                                           804,787          600,155
                                                                                            --------------  ---------------
          Total current assets                                                                 20,652,636       22,328,994
                                                                                            --------------  ---------------

Property and equipment:
   Computer equipment and software                                                              5,519,866        5,538,422
   Furniture and fixtures                                                                         480,346          487,410
   Leasehold improvements                                                                         199,608          199,608
   Accumulated depreciation and amortization                                                   (2,735,591)      (2,510,046)
                                                                                            --------------  ---------------
          Property and equipment, net                                                           3,464,229        3,715,394
                                                                                            --------------  ---------------

Other assets:
   Goodwill, net                                                                                5,577,735        5,577,735
   Deposits with LECs, net of current portion                                                   1,447,527        1,470,648
   Notes receivable due from related parties, net of allowance of $881,110                        382,700          382,700
   Investments in affiliates                                                                       93,172           93,172
   Purchased contracts, net of accumulated amortization of $416,763 and
     $404,263 at March 31, 2003 and December 31, 2002, respectively                                87,500          100,000
   Capitalized financing fees, net of accumulated amortization of $269,963
     and $215,970 at March 31, 2003 and December 31, 2002, respectively                           493,265          547,258
   Other assets                                                                                       854              854
                                                                                            --------------  ---------------
          Total other assets                                                                    8,082,753        8,172,367
                                                                                            --------------  ---------------

          Total assets                                                                  $      32,199,618  $    34,216,755
                                                                                            ==============  ===============
</TABLE>

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


                                     - 1 -
<PAGE>
<TABLE>
<CAPTION>
                   AVERY COMMUNICATIONS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS-(CONTINUED)
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

                                                                                  -------------   -------------
                                                                                    03/31/03        12/31/02
                                                                                  -------------   -------------
                                                                                    (UNAUDITED)
<S>                                                                            <C>             <C>
Current liabilities:
   Lines of credit                                                             $     3,320,016 $     6,076,312
   LEC billing and collection fees payable                                           2,871,835       2,815,057
   Trade accounts payable                                                              219,479         511,304
   Accrued liabilities                                                                 523,823         861,701
   Current portion of customer cure liability                                          317,701         317,701
   Deposits and other payables related to customers                                 30,410,742      28,718,804
                                                                                  -------------   -------------
           Total current liabilities                                                37,663,596      39,300,879
                                                                                  -------------   -------------

Non-current liabilities:
   Notes payable to related party                                                      680,681         680,681
   Customer cure liability, net of current portion                                     977,760       1,011,461
                                                                                  -------------   -------------
           Total non-current liabilities                                             1,658,441       1,692,142
                                                                                  -------------   -------------

Redeemable preferred stock:
   Series A; $0.01 par value, 391,667 shares authorized, issued and
      outstanding (liquidation preference of $391,667)                                 391,667         391,667
   Series B; $0.01 par value, 390,000 shares authorized, issued and
     outstanding (liquidation preference of $390,000)                                  390,000         390,000
   Series C; $0.01 par value, 40,000 shares authorized,  issued and
     outstanding (liquidation preference of $40,000)                                    40,000          40,000
   Series D; $0.01 par value, 1,500,000 shares authorized, issued and
     and outstanding (liquidation preference of $1,500,000)                          1,500,000       1,500,000
                                                                                  -------------   -------------
           Total redeemable preferred stock                                          2,321,667       2,321,667
                                                                                  -------------   -------------

Commitments and contingencies

Stockholders' deficit:
   Preferred stock:
       Series G; $0.01 par value, 1,140,126 shares authorized, issued and
         outstanding (liquidation preference of $11,401)                                11,401          11,401
       Series H; $0.01 par value, 1,600,000 shares authorized, issued and
         outstanding (liquidation preference of $1,600,000)                             16,000          16,000
       Series I; $0.01 par value, 500,000 shares authorized, issued and
         outstanding (liquidation preference of $500,000)                                5,000           5,000
   Common stock: $0.01 par value, 20,000,000 shares authorized, 1,267,955 issued        12,680          12,680
   Additional paid-in capital                                                       12,061,316      12,098,816
   Accumulated deficit                                                             (21,150,023)    (20,841,370)
   Treasury stock, at cost, 379,472 common shares                                     (381,617)       (381,617)
   Subscription notes receivable, net of allowance of $125,000                         (18,843)        (18,843)
                                                                                  -------------   -------------
           Total stockholders' deficit                                              (9,444,086)     (9,097,933)
                                                                                  -------------   -------------

           Total liabilities and stockholders' deficit                         $    32,199,618  $   34,216,755
                                                                                  =============   =============
</TABLE>

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


                                      - 2 -
<PAGE>

<TABLE>
<CAPTION>
                   AVERY COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                       (UNAUDITED)
                                                              ------------------------------
                                                                     THREE MONTHS ENDED
                                                                          March 31,
                                                              ------------------------------
                                                                   2003            2002
                                                              -------------  ---------------

<S>                                                           <C>            <C>
Revenues                                                      $  8,817,970   $   11,179,661

Cost of revenues                                                (5,942,383)      (8,027,725)
                                                               ------------    -------------

     Gross profit                                                2,875,587        3,151,936

Operating expenses                                              (3,148,563)      (3,868,731)
Advance funding program income                                      78,761           43,933
                                                               ------------    -------------

     Operating loss                                               (194,215)        (672,862)
                                                               ------------    -------------

Other income (expense):
   Interest expense                                               (114,438)         (40,011)
   Other, net                                                            -         (123,871)
                                                               ------------    -------------

     Total other expense                                          (114,438)        (163,882)
                                                               ------------    -------------

Income tax benefit                                                       -          284,493

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

Net loss                                                          (308,653)        (552,251)
                                                               ------------    -------------

   Less dividend earned on preferred stock                         123,192          123,192
                                                               ------------    -------------

Net loss attributable to common shareholders                  $   (431,845)  $     (675,443)
                                                               ============    =============


Per share data:

Basic and diluted net loss per share                          $      (0.49)  $        (0.56)
                                                               ============    =============

Weighted average number of common shares outstanding:

   Basic common shares                                             888,483        1,198,906
                                                               ============    =============

   Diluted common shares                                           888,483        1,198,906
                                                               ============    =============
</TABLE>


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


                                     - 3 -
<PAGE>
<TABLE>
<CAPTION>
                   AVERY COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                         (UNAUDITED)
                                                                             ------------------------------------
                                                                                      THREE MONTHS ENDED
                                                                                           MARCH 31,
                                                                              -----------------------------------
                                                                                    2003              2002
                                                                              -----------------  ----------------
                                                                                                    (RESTATED)
<S>                                                                           <C>                <C>
Cash flows from (used in) operating activities:
   Net loss                                                                   $       (308,653)  $      (552,251)
   Deferred income taxes                                                                     -          (284,493)
   Depreciation and amortization                                                       292,038           223,669
   Writeoff of property and equipment                                                   34,568                 -
   Investment asset surrendered in exchange for royalty obligation                           -            30,100
   Change in  operating assets and liabilities:
     Trade accounts receivable                                                        (138,404)       (1,102,376)
     Advance payment receivables                                                       308,734            60,177
     Other current assets                                                             (204,632)         (605,963)
     Deposits with LECs                                                              1,323,121           352,323
     Other receivables                                                              (1,329,060)       (1,564,734)
     LEC billing and collection fees payable                                            56,778           (79,100)
     Trade accounts payable and accrued liabilities                                   (663,404)        1,107,381
     Income taxes payable                                                                    -           (51,500)
     Deposits and other payables related to customers                                1,691,938        (2,988,170)
     Other assets                                                                            -            (5,893)
                                                                                ---------------    --------------

       Net cash provided by (used in) operations                                     1,063,024        (5,460,830)
                                                                                ---------------    --------------

Cash flows from (used in) investing activities:
   Purchase of property and equipment                                                   (8,948)         (123,127)
                                                                                ---------------    --------------

         Net cash used in investing activities                                          (8,948)         (123,127)
                                                                                ---------------    --------------

Cash flows from (used in) financing activities:
   Proceeds (repayments) from line of credit, net                                   (2,756,296)        2,767,278
   Purchase of treasury stock                                                                -           (33,137)
   Payment of preferred stock dividends                                                (37,500)          (37,500)
                                                                                ---------------    --------------

         Net cash provided by (used in) financing activities                        (2,793,796)        2,696,641
                                                                                ---------------    --------------

Decrease in cash                                                                    (1,739,720)       (2,887,316)

Cash at beginning of period                                                          4,142,377         5,422,202
                                                                                ---------------    --------------

Cash at end of period                                                         $      2,402,657   $     2,534,886
                                                                                ===============    ==============


Supplemental disclosures:
   Interest paid                                                              $        114,438   $        40,011
                                                                                ===============    ==============

   Income taxes paid                                                          $              -   $        51,500
                                                                                ===============    ==============
</TABLE>

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


                                     - 4 -
<PAGE>

AVERY COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS




         NOTE 1. BASIS OF PRESENTATION


         The   accompanying    unaudited    financial    statements   of   Avery
Communications,  Inc. ("Avery") and subsidiaries  (collectively,  the "Company")
have been prepared in accordance with generally accepted  accounting  principles
for interim financial information.  Accordingly,  they do not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.


         Avery's  principal  subsidiaries,  whose  results  are  included in the
financial statements, are as follows:

            o     ACI Billing Services, Inc. ("ACI"), which provides billing and
                  collection   clearinghouse   services  to   telecommunications
                  customers;

            o     HBS Billing Services  Company ("HBS"),  which provides billing
                  and collection  clearinghouse  services to  telecommunications
                  customers; and

            o     Aelix,  Inc.  ("Aelix"),   which  offers  intelligent  message
                  communication services and call center support services.


         Management  uses  estimates  and  assumptions  in  preparing  financial
statements in accordance with generally accepted  accounting  principles.  Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent  assets and liabilities and the reported amounts of
revenues and expenses.  Actual  results could vary from the estimates  that were
used.


         Certain prior period amounts have been  reclassified  to conform to the
2003 presentation.


         In the opinion of  management,  all  adjustments  (consisting of normal
recurring  adjustments)  considered  necessary for a fair presentation have been
included.  Operating results for the three-month period ended March 31, 2003 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December 31, 2003.  This filing should be read in  conjunction  with the
Company's annual report on Form 10-K/A for the year ended December 31, 2002.





         NOTE 2.  LIQUIDITY


         The Company incurred a net loss of $0.3 million during the three months
ended March 31, 2003. The Company's  operating  activities provided $1.1 million
of cash during the same three month period, and at March 31, 2003, stockholders'
deficit  is $9.4  million.  The  Company  is  optimistic  that  it will  achieve
profitability during 2003, based largely upon cost reductions realized through a
consolidation  of  operations  and  incremental  income  from  newly  introduced
business  services.  Accordingly,  the Company does not anticipate the need over
the foreseeable  future for additional  financing or capital  (excluding funding
from the existing line of credit) to fund continuing operations.


         Revenue during the first three months of 2003 decreased by $2.4 million
compared  to the same period in 2002.  Revenue  from  clearinghouse  services is
declining as a result of a decrease in the volume of call  records  processed on
behalf of our  customers.  The  Company's  customers,  typically  long  distance
network  resellers,  have been  adversely  affected by  increased  usage of cell
phones and prepaid phone cards and greater  consumer  reliance on local exchange
carriers  ("LECs")  for long  distance  service.  The Company is  attempting  to
increase revenue through the acquisition of complementary businesses and through
the

                                     - 5 -
<PAGE>

offering of new services,  such as 900 area code business  billing and the Aelix
message communication and call center support services.  The Company's intention
is to make  acquisitions or expand into markets which will leverage its existing
infrastructure.


         The  Company's  working  capital  position  at both March 31,  2003 and
December  31, 2002 was a negative  $17.0  million.  The Company can operate with
significant  negative  working capital because a significant  portion of current
liabilities  do not require  payment in the near future.  For  example,  current
liabilities at March 31, 2003 include  approximately $7 million of deposits from
customers  which are not typically  refunded in the ordinary course of business.
The customer  deposits would be refundable over time,  typically over 18 months,
and only if the  customer  were to  significantly  reduce the volume of business
done with the  Company  or  terminate  its  relationship.  Most  customers  have
experienced  lower  call  record  volumes  over the past year,  and such  volume
reductions  have reduced  certain  categories  of deposits from  customers.  The
Company has not  historically  experienced any material loss of customers in its
business in any one year.




      NOTE 3.  NEW ACCOUNTING STANDARDS
      In December 2002,  FASB issued SFAS No. 148,  "Accounting  for Stock-Based
Compensation-Transition  and Disclosure-an  amendment of FASB Statement No. 123"
("SFAS  No.  148").  This  statement  amends  SFAS  No.  123,   "Accounting  for
Stock-Based  Compensation"  ("SFAS  123")  to  provide  alternative  methods  of
transition  for a voluntary  change to the fair value based method of accounting
for  stock-based  employee  compensation.  In addition,  SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  This statement is effective for fiscal years ending after December 15,
2002. We adopted the disclosure  requirements of SFAS No. 148 effective December
15, 2002. We adopted this statement  effective January 1, 2003, and the adoption
of this standard had no material effect on our financial  condition,  cash flows
or results of operations.

      NOTE 4.     STOCK BASED COMPENSATION
      We account  for  stock-based  employee  compensation  using the  intrinsic
value-based  method  prescribed by Accounting  Principles  Board Opinion No. 25,
"Accounting  for  Stock  Issued  to  Employees"   ("APB  No.  25")  and  related
interpretations.  As such, compensation expense is recorded on the date of grant
to the extent the  current  market  price of the  underlying  stock  exceeds the
exercise price. We recorded no compensation  expense in the quarters ended March
31, 2003 and 2002. If we had determined  compensation based on the fair value at
the grant date for the stock  options under SFAS No. 123, as amended by SFAS No.
148,  net loss per  share  would  not have  been  materially  different  for the
quarters ended March 31, 2003 and 2002.

<TABLE>
<CAPTION>
                                                                                (UNAUDITED)
                                                                       --------------------------------
                                                                              THREE MONTHS ENDED
                                                                                   MARCH 31,
                                                                       --------------------------------
                                                                            2003             2002
                                                                       ----------------  --------------


<S>                                                                    <C>               <C>
Net loss attributable to stockholders, as reported                     $      (431,845)  $    (675,443)
   Add: Stock based employee compensation expense (credit) included
        in reported net loss                                                         -               -
   Deduct: Stock based employee compensation expense determined
        under fair value based method                                                -               -

                                                                         --------------   -------------
Pro forma net loss attributable to common stockholders                 $      (431,845)  $    (675,443)
                                                                         ==============   =============


   Basic as reported                                                   $         (0.49)  $       (0.56)
                                                                         ==============   =============

   Diluted as reported                                                 $         (0.49)  $       (0.56)
                                                                         ==============   =============

   Pro forma - Basic                                                   $         (0.49)  $       (0.56)
                                                                         ==============   =============

   Pro forma - Diluted                                                 $         (0.49)  $       (0.56)
                                                                         ==============   =============
</TABLE>



      NOTE 5.  INCOME TAXES
      During the three  months  ended March 31,  2003,  the Company  recorded no
provision  for  income  taxes  (and  related  deferred  tax  assets)  due to the
uncertainty  of  generating  future  taxable  income to offset any  deferred tax
assets.  The prior year income tax provision differed from expected taxes of 34%
because of items permanently not deductible for income tax reporting purposes.

                                     - 6 -
<PAGE>

         NOTE 6.  NET LOSS PER COMMON SHARE


         Basic and diluted net loss per share are  computed by dividing  the net
loss, plus preferred  stock  dividends  earned of $123,192 for each of the three
month  periods ended March 31, 2003 and 2002 by the weighted  average  number of
shares of common stock outstanding during the respective periods.  The effect of
the preferred  stock dividend on the basic and diluted loss per common share was
$0.14 and $0.10 per  weighted  average  common share  outstanding  for the three
month periods ended March 31, 2003 and 2002, respectively.


         Diluted net loss per share equals  basic loss per share  because of the
anti-dilutive   effect  of  outstanding   options,   warrants  and   instruments
convertible  into common  stock.  If all  outstanding  options  and  warrants to
purchase common stock were exercised,  and if all instruments  convertible  into
common stock were so converted,  then the  additional  common stock  outstanding
would approximate 870,000 equivalent shares at March 31, 2003.



         NOTE 7.  CERTAIN TRANSACTIONS


         On March 9, 2001, HBS' largest customer, which accounted for 24% of our
revenue in 2002,  filed a voluntary  petition for protection under Chapter 11 of
the U. S. Bankruptcy Code in connection  with the  reorganization  of its parent
company.  The customer's volume of call records processed has declined since the
bankruptcy  filing,  but the decline in volume is believed to be attributable to
general  industry  trends.  As of March 31, 2003, the filing has had no material
adverse effect on HBS' business relationship with this customer, and, based upon
conversations between the managements of the two companies,  we do not currently
anticipate that the filing will  materially  adversely  affect the  relationship
with this entity in the future.


         In  connection  with  our  purchase  of  assets  from  Qorus.com,  Inc.
("Qorus") in November 2001 (which resulted in the formation of Aelix), we agreed
to pay Qorus a royalty  amount equal to five  percent (5%) of the net  after-tax
income, if any,  generated by the acquired  intelligent  message  communications
service for a period of five years  following the closing  date.  Pursuant to an
agreement  among  the  parties  entered  into in March  2002,  Qorus  agreed  to
eliminate  this royalty  obligation  in exchange for our (i) cash payment in the
amount of $100,000;  (ii) return of all 3,010,000 common shares of Qorus held by
us; and (iii) agreement to cancel all unexercised  options to purchase 1,066,500
common shares of Qorus at a price of $0.01 per share.  At December 31, 2001, the
investment in Qorus was recorded in our financial statements at $30,100.  During
the first quarter of 2002, we recorded an expense of $130,100 in connection with
this transaction.


         On  January 3, 2002,  we  advanced  the sum of  $200,000  to  Norlenton
Investments,  one of our  shareholders,  in exchange  for a recourse  promissory
note. The balance due under the note totaled  $200,000 at December 31, 2002. The
note bore  interest  at 6% and called for the  repayment  of all  principal  and
interest on January 3, 2003.  On January 3, 2003,  the note was  exchanged for a
new 6% note  totaling  $212,000, which  matures on January 3, 2005.  The note is
secured by 38,881 shares of our common stock.


         In  connection  with the  spin-off  of our  former  subsidiary,  Primal
Solutions,  Inc. ("PSI"), we advanced certain former PSI stockholders $1,563,500
on July 31, 2000 in exchange for promissory  notes. The notes are  non-recourse,
bear interest at 6.6% per annum and were originally due on July 31, 2002. During
the third  quarter of 2001, we  established a reserve of $810,000  against those
notes  receivable,  due to the excess of the amount due over the stock value. In
January 2002,  notes with a face value of $878,500 were assigned to an unrelated
party,  and the maturity  date of such  assigned  notes was extended to July 31,
2006.  During the second quarter of 2002, we added $400,000 to the reserve based
upon a further decline in the value of the stock  collateralizing such notes. On
July 31, 2002,  notes with a face value of $685,000 (and a net carrying value of
$170,000) were cancelled in exchange for surrender of the related  collateral of
1,010,367 shares of our non-dividend  bearing Series G preferred stock. At March
31,  2003,  the  $878,500 of  outstanding  notes

                                     - 7 -
<PAGE>

(with a net carrying  value of $182,700) are secured by 1,140,126  shares of our
non-dividend  bearing  Series G  preferred  stock  (which are  convertible  into
159,076 shares of our common stock).



         NOTE 8.  COMMITMENTS AND CONTINGENCIES

         On August 3, 2001, ACI completed the acquisition of certain assets from
OAN Services, Inc. ("OAN"). OAN had filed a bankruptcy petition under Chapter 11
of the U.S.  Bankruptcy  Code  earlier in 2001.  During  2002,  one of the major
pre-petition creditors of OAN appealed certain of the bankruptcy court's rulings
relative to the  disbursement  of OAN's funds to creditors  after the bankruptcy
filing. During the third quarter of 2002, the pre-petition creditor succeeded in
obtaining a ruling from an appeals  court  which  remanded  the case back to the
bankruptcy court for  reconsideration  of its earlier rulings.  The creditor has
put  many  of  ACI's  customers  on  notice  that  all  or a  portion  of  OAN's
disbursements to them which were previously approved by the bankruptcy court may
be disgorged.  We are not a party to the bankruptcy  filing or any appeal of the
bankruptcy  court's rulings.  We do not believe that the ultimate  resolution of
this dispute will have a material  adverse effect on our results of operation or
financial  position;  however,  due to the inherent  uncertainty  of litigation,
there can be no assurance  that the  resolution  of the dispute would not have a
material  adverse effect on our results of operations or financial  position for
the fiscal period in which such resolution occurred.


         We are  involved in various  other  claims and  regulatory  proceedings
arising in the ordinary  course of business.  We believe it is unlikely that the
final outcome of any of the claims or  proceedings  to which we are a party will
have a  material  adverse  effect  on  our  financial  position  or  results  of
operations; however, due to the inherent uncertainty of litigation, there can be
no assurance that the resolution of any particular claim or proceeding would not
have a  material  adverse  effect on our  results  of  operations  or  financial
position for the fiscal period in which such resolution occurred.



         NOTE 9.  RECEIVABLE FROM OAN


      At March 31, 2003 and  December  31,  2002,  the  Company  had  recorded a
receivable   from  OAN  in  the  amount  of  $5.6  million  and  $5.5   million,
respectively,  which at the respective dates is the excess of consideration paid
over the  actual  assets and  liabilities  transferred  to it at the  respective
dates.  The  receivable  from  OAN  arose  primarily  because  ACI  paid for the
acquisition  of  deposits  held by LECs which have not yet been  conveyed to the
Company  under  the  terms  of  the  purchase  contract  and  because  of  other
adjustments  to the  purchase  price of $3.7  million.  Management  believes the
receivable  is  collectible  in  light  of the  solvency  of the  party  and its
perceived intention to pay.




         NOTE 10.  GOODWILL

      Goodwill  recorded  on our  financial  statements  at March  31,  2003 and
December 31, 2002 was $5.6 million. Goodwill results from the difference between
the purchase price paid and liabilities assumed by Avery over the estimated fair
market  value  of the  assets  of HBS  and  Aelix,  including  any  post-closing
increases to goodwill  resulting from earn out payments or similar  adjustments.
Financial  Accounting  Standard No. 142,  "Goodwill and Other Intangible Assets"
("FAS No. 142") requires that goodwill recorded on acquisitions  completed prior
to July 1, 2001 be amortized  through  December 31, 2001.  Effective  January 1,
2002, goodwill is no longer amortized in periodic equal pre-determined  charges,
but will instead be tested for  impairment  as set forth in the  statement.  The
Company adopted FAS No. 142 effective January 1, 2002.

      The Company has performed the required  transitional and annual impairment
tests in accordance with the rules contained in SFAS No. 142. In connection with
the annual  impairment test, the Company obtained an independent  valuation.  On
the basis of the independent  valuation and management's  analyses,  the

                                     - 8 -
<PAGE>

Company  concluded that its enterprise value was greater than the carrying value
and accordingly concluded that there is no impairment of goodwill.

      In  accordance  with the rules  contained  in SFAS No.  142,  the  Company
intends  annually,  on a going forward basis,  to evaluate  goodwill  during the
fourth  quarter of each year and when  events and  circumstances  indicate  that
goodwill may be impaired.  The goodwill impairment review process will rely upon
enterprise value  methodology.  If the fair market value of the business is less
than its carrying value, the Company will conduct further valuation  analysis to
specifically  identify and assign the  impairment to various  asset  components.
Should impairment be indicated, the impaired amount will be charged to expense.


ITEM 2.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


         General

         Avery is a  telecommunications  service  company with multiple  service
offerings, including billing and collection services for inter-exchange carriers
and long-distance  resellers and intelligent message  communication  services to
the  travel,  hospitality,  transportation  and  telecommunications  call center
sectors.
         Our billing  and  collection  service is  provided by our wholly  owned
subsidiaries,  HBS Billing Services Company and ACI Billing Services,  Inc. Both
subsidiaries operate as a third party clearinghouse. Customers, principally long
distance  service  resellers,  submit their billing  records to us. We aggregate
records from all of our customers and present them to local  exchange  carriers,
such as regional Bell operating  companies.  The local exchange carriers include
the  submitted  charges on monthly  phone  bills  sent to  end-users.  The local
exchange companies remit collected funds to us, generally 45 to 60 days after we
submit our customers'  billing  records to them. We then remit such funds to our
customers, after withholding our fees and other expenses.
         Our intelligent message  communication  service is provided through our
wholly owned  subsidiary,  Aelix,  Inc., which we acquired on November 20, 2001.
Aelix's  services  enable  users to improve  their  customer  relationships  and
improve  efficiency of call center  operations.  Aelix's services enable secure,
real time,  bi-directional  communications between companies and their customers
or to other parties through a number of different  media and devices  worldwide.
During 2002, our clearinghouse  service  subsidiaries adopted Aelix's technology
platform  to improve  service  levels  and  improve  efficiencies  in their call
center.
         This Quarterly Report on Form 10-Q contains  certain  "forward-looking"
statements as such term is defined in the Private  Securities  Litigation Reform
Act of 1995 and  information  relating  to the  Company  that  are  based on the
beliefs  of our  management  as well  as  assumptions  made  by and  information
currently  available  to our  management.  When used in this  report,  the words
"anticipate,"  "believe," "estimate," "expect" and "intend" and words or phrases
of similar import,  as they relate to the Company or its subsidiaries or Company
management, are intended to identify forward-looking statements. Such statements
reflect the current  risks,  uncertainties  and  assumptions  related to certain
factors including,  without limitation,  competitive  factors,  general economic
conditions,  customer relations,  relationships with vendors,  the interest rate
environment,  governmental regulation and supervision, seasonality, distribution
networks, product introductions and acceptance, technological change, changes in
industry  practices,  one time events and other factors described  herein and in
other filings made by the Company with the Securities  and Exchange  Commission.
Based  upon  changing  conditions,  should  any one or more of  these  risks  or
uncertainties materialize, or should any underlying assumptions prove incorrect,
actual results may vary materially  from those described  herein as anticipated,
believed,  estimated,  expected or  intended.  We do not intend to update  these
forward-looking statements.

         GENERAL

                                     - 9 -
<PAGE>

         The following is a discussion of the consolidated  financial  condition
and results of  operations  for the three month periods ended March 31, 2003 and
2002.  It  should  be  read  in  conjunction  with  the  Consolidated  Financial
Statements, the notes thereto and other financial information included elsewhere
in this  report,  and the  Company's  Annual  Report on Form 10-K/A for the year
ended  December 31, 2002 and Form 10-KSB/A for the year ended December 31, 2001.
For purposes of the  following  discussion,  references to year periods refer to
the Company's fiscal year ended December 31 and references to quarterly  periods
refer to the Company's fiscal three month periods ended March 31, 2003 and 2002.

         RESULTS OF OPERATIONS

         The  following  table  presents   certain  items  in  our  Consolidated
Statements of Operations for the three months ended March 31, 2003 and 2002:


                                                       (UNAUDITED)
                                              ------------------------------
                                                   THREE MONTHS ENDED
                                                        March 31,
                                              ------------------------------
                                                  2003            2002
                                              -------------  ---------------
                                                     (In Thousands)

Revenues                                      $      8,818   $       11,180

Cost of revenues                                    (5,942)          (8,028)
                                               ------------    -------------

     Gross profit                                    2,876            3,152

Operating expenses                                  (3,070)          (3,825)
                                               ------------    -------------
     Operating loss                                   (194)            (673)
Other income (expense), net                           (115)            (163)
Income tax benefit                                       -              284
                                               ------------    -------------
     Net loss                                 $       (309)  $         (552)
                                               ============    =============



         THREE MONTHS ENDED MARCH 31, 2003  COMPARED TO THREE MONTHS ENDED MARCH
31, 2002


         Operating Revenues

         Our  revenues  are  derived  primarily  from the  provision  of billing
clearinghouse and information  management  services to direct dial long distance
carriers and operator  services  providers  ("Local Exchange Carrier billing" or
"LEC  billing").  To a lesser  extent,  revenues are also derived from  enhanced
billing  services  provided  to  companies  that offer  voice  mail,  paging and
Internet  services  or  other  non-regulated  telecommunications  equipment  and
services,  from  billing  services  for  entities  which use 900 area code phone
numbers and from electronic  messaging  services  provided by Aelix. LEC billing
fees  charged  by us include  processing  and  customer  service  inquiry  fees.
Processing  fees are  assessed  to  customers  either as a fee  charged for each
telephone call record or other  transaction  processed or as a percentage of the
customer's  revenue  that is submitted by us to local  telephone  companies  for
billing and collection.  Processing fees also include any charges assessed to us
by local telephone companies for billing and collection services that are passed
through to the  customer.  Customer  service  inquiry fees are assessed as a fee
charged for each billing inquiry made by end users.

         Total  revenue  for the three  months  ended  March  31,  2003 was $8.8
million, which was $2.4 million or 21.1% lower than the $11.2 million revenue in
the first quarter in 2002. The revenue decline largely reflects a 48% decline in
the volume of call  records  processed  by the local  exchange  carrier  billing
services,  offset by a more  favorable  mix of  services.  The  decline  in call
records processed  reflects  increased consumer usage of cell phones and prepaid
phone cards to make long  distance  calls.  Call records for neither cell phones
nor prepaid phone cards are typically processed through a billing clearinghouse.
Additionally,  some of the local  exchange  companies  have  begun to offer long
distance  service,  which reduces the market share of the network  resellers who
typically use clearinghouse services.

         We are pursuing  additional sources of revenue.  The additional sources
of revenue could arise from  acquisitions or internal  growth.  We have engaged,
from time to time, in  discussions  with various  entities  regarding  potential
acquisition  of such  entities.  In order to achieve  internal  growth,  we have
introduced  new services,  such as 900 area code business  billing and the Aelix
message communication  services. Our intention is to make acquisitions or expand
into markets which will leverage our existing infrastructure.

                                     - 10 -
<PAGE>

         Cost of Revenues

         Cost of revenues  consists  principally of billing and collection  fees
charged to us by local telephone  companies and related  transmission  costs, as
well as all costs associated with the customer service  organization,  including
staffing expenses and costs associated with telecommunications services. Billing
and collection fees charged by the local telephone  companies  include fees that
are  assessed  for each  record  submitted  and for each  bill  rendered  to its
end-user  customers.  We achieve  discounted billing costs due to our aggregated
volumes, and we can pass these discounts on to our customers.

         Our  gross  profit  margin  in the  first  quarter  of 2002 was  32.6%,
compared to 28.2% in the first  quarter of 2002.  The  increase in gross  margin
principally reflects a favorable change in mix of services. The favorable change
in mix results  principally  from a greater  proportion  of 0+ and 900 area code
billing  services,  which carry a higher  margin than  billing for 1+  telephone
calls. Additionally,  we were able to reduce personnel costs associated with the
customer  service  function by  consolidating  into a single location during the
second quarter of 2002.

         Operating Expenses

         Operating  expenses  are  comprised  of  all  selling,   marketing  and
administrative  costs  incurred in direct  support of our  business  operations.
Operating expenses for the first quarter of 2003 were $3.1 million,  compared to
$3.8 million in the first  quarter of 2002.  The decrease in operating  expenses
reflects the  consolidation  of  operations  into a single  facility  during the
second half of 2002, a corresponding  reduction in employees and personnel costs
and an overall reduction in overhead.

         Depreciation and Amortization

         Depreciation and amortization  expense for the three months ended March
31, 2003 and 2002 was  $292,038  and  $223,669,  respectively.  The  increase in
expense during 2003 was attributable to the purchase of depreciable assets.

         Other Income (Expense), Net

         Other  income  (expense),  net,  in the  first  quarter  of 2003 was an
expense of $114,438  compared to an expense of $163,882 during the first quarter
of 2002.  Other expense in the first quarter of 2003  consisted  exclusively  of
interest  expense.  Other  expenses  in the  first  quarter  of  2002  consisted
principally  of $130,100 of expense  related to payments to Qorus to eliminate a
royalty obligation (see Note 7 to Consolidated Financial Statements) and $40,011
of interest expense.

         Income Taxes

         No income tax benefit was  recorded  during the first  quarter of 2003,
due to our decision to establish a full valuation  allowance on all deferred tax
assets,  which was based on the  uncertainty of our ability to generate  taxable
income and realize such assets in the future.  During the first quarter of 2002,
we recorded a tax benefit of  $284,493.  The latter tax benefit was  reversed at
December 31, 2002,  when we elected to establish a full  valuation  allowance of
all accumulated deferred tax assets.

         LIQUIDITY AND CAPITAL RESOURCES

         Our cash balance at March 31, 2003 was $2.4  million,  compared to $4.1
million at December 31, 2002. Fluctuations in daily cash balances are normal due
to the large  amount of  customer  receivables  that we collect  and  process on
behalf of our customers.  We receive money daily from local  exchange  carriers,
but we ordinarily disburse such collected funds to our customers once each week.

         We incurred a net loss of $0.3  million  during the three  months ended
March 31, 2003.  Our operating  activities  provided $1.1 million of cash during
the same three month period, and at March 31, 2003, our stockholders' deficit is
$9.4 million. We are optimistic that we will achieve  profitability during 2003,
based  largely  upon  cost  reductions   realized  through  a  consolidation  of
operations  and  incremental  income from newly  introduced  business  services.
Accordingly,  we do not  anticipate  the need over the  foreseeable  future

                                     - 11 -
<PAGE>

for additional financing or capital (excluding funding from the existing line of
credit) to fund continuing operations.

         Our working  capital  position at both March 31, 2003 and  December 31,
2002 was a negative  $17.0  million.  We can operate with  significant  negative
working capital because a significant  portion of our current liabilities do not
require payment in the near future.  For example,  current  liabilities at March
31, 2003 include  approximately  $7 million of deposits from customers which are
not typically refunded in the ordinary course of business. The customer deposits
would  be  refundable  over  time,  typically  over 18  months,  and only if the
customer  were to  reduce  significantly the volume of business  done with us or
terminate its  relationship.  Most of our customers have experienced  lower call
record  volumes during the past year,  and such volume  reductions  have reduced
certain  categories  of  deposits  from  customers.  We  have  not  historically
experienced any material loss of customers in our business in any one year.

         We maintain a $9 million line of credit to meet peak cash demands.  The
credit line includes a $6 million  facility for working capital and a $3 million
line to provide advance funding to customers. Our ability to borrow funds at any
point in time is determined by our accounts receivable balance  outstanding.  At
March 31, 2003, we had $2.9 million available under this credit line.

         Cash flow from  operating  activities.  Net cash  provided by operating
activities was $1.1 million  during the first quarter of 2003,  compared to $5.5
million used during the first quarter of 2002. The $1.1 million of cash provided
by  operating  activities  during 2003 was  principally  attributable  to a $1.7
million  increase in deposits and other  payables  related to customers,  a $1.3
million  decrease in deposits  maintained with LECs, a $0.3 million  decrease in
advance payment  receivables and $0.3 million of depreciation  and  amortization
offset by a $1.3 million  increase in receivables for LEC billing and collection
fees, a $0.7 million decrease in trade accounts payable and accrued  liabilities
and a $0.3  million  net  loss.  The  $5.5  million  of cash  used in  operating
activities  during the first quarter of 2002 was  principally  attributable to a
$3.0  million  reduction  of customer  deposits  and  payables,  a $1.6  million
increase in other receivables,  a $1.1 million increase in trade receivables and
the $0.6 million net loss,  offset by a $1.1 million reduction in trade accounts
payable and accrued liabilities.

         Cash flow from investing activities.  Cash used in investing activities
was $8,948  during the first  quarter of 2003  compared to  $123,127  during the
first  quarter of 2002.  The cash used in both  periods was for the  purchase of
property and equipment.

         Cash flow from financing activities.  Cash used by financing activities
was $2.8  million  during the first  quarter of 2003  compared  to $2.7  million
provided during the first quarter of 2002.  During the first quarter of 2003, we
made $2.8 million of net repayments under our credit facility.  During the first
quarter of 2002, we had borrowed an additional $2.8 million net. We paid $37,500
of dividends on preferred stock in each of the periods.

         Our operating cash requirements  consist principally of working capital
requirements,  scheduled  debt  service  obligations,  and payments of preferred
dividends and capital  expenditures.  We are expecting improved operating income
for  2003,  largely  as  a  result  of  an  expense-reducing   consolidation  of
operations,  income from newly introduced  business services and several expense
reduction  actions.  We  believe  that cash  flows  generated  from  operations,
together with borrowings  under our existing line of credit,  will be sufficient
to fund working capital needs, debt and dividend payment obligations and capital
expenditure requirements for the next twelve months.

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

         We are exposed to market  risk from  changes in  marketable  securities
(which consist of  certificates  of deposit).  At March 31, 2003, our marketable
securities  were  recorded at a fair value of  approximately  $256,000,  with an
overall  weighted  average return of  approximately  2% and an overall  weighted
average life of less than one year. The marketable  securities  have exposure to
price risk,  which is  estimated  as the  potential  loss in fair value due to a
hypothetical  change of 20 basis  points  (10% of our  overall  average  rate of
return)  in  quoted  market  prices.  This  hypothetical  change  would  have an
immaterial effect on the recorded value of the marketable securities.

                                     - 12 -
<PAGE>

         We  are  not  exposed  to  material   future   earnings  or  cash  flow
fluctuations  from changes in interest rates on long-term debt since 100% of our
long-term  debt is at a fixed rate as of March 31,  2003.  The fair value of our
long-term debt at March 31, 2003 is estimated to be $0.7 million based on the 8%
rate of the long-term  debt and its maturity of 3.75 years,  which is consistent
with market  rates  currently  available  for loans of  comparable  duration and
comparable risk.

         To date, we have not entered into any derivative financial  instruments
to manage  interest rate risk and currently are not evaluating the future use of
any such financial instruments.

         We do not have any exposure to foreign  currency  transaction  gains or
losses. Virtually all of our business transactions are in U.S. Dollars.


ITEM 4.  Controls and Procedures

         Within the 90 days prior to the date of this report,  we carried out an
evaluation,  under the  supervision  and with the  participation  of management,
including  our Chief  Executive  Officer  and Chief  Financial  Officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the
Chief  Executive   Officer  and  Chief  Financial  Officer  concluded  that  our
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to the  Company  required to be included in our
periodic SEC filings.

         There have been no  significant  changes in our  internal  controls  or
other factors that could  significantly  affect these controls subsequent to the
date  of  our  evaluation,  including  any  corrective  actions  with  regard to
significant deficiencies and material weaknesses.





PART II OTHER INFORMATION


ITEM 6.  Exhibits and Reports on Form 8-K

         (A)      Exhibits


                  The exhibits are listed in the Exhibit  Index filed  herewith,
                  which Exhibit Index is incorporated herein by reference.

         (b)      Reports on Form 8-K


                  On March 7, 2003,  the Company filed a Current  Report on Form
         8-K to report that its  independent  auditors,  King  Griffin & Adamson
         P.C. had resigned to allow its successor  entity,  KBA Group LLP, to be
         engaged as the Company's  independent public  accountants.  On March 1,
         2003,  the  Company  engaged  KBA  Group  LLP  as its  new  independent
         accountants.


                                     - 13 -
<PAGE>

                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf, thereunto duly authorized.


                                            Avery Communications, Inc.

                                  (Registrant)

Date:  May 22, 2003                             /s/Patrick J. Haynes, III
       ---------------                    --------------------------------------
                                                Patrick J. Haynes, III
                                                Chairman of the Board


Date:  May 22, 2003                             /s/ Thomas C. Ratchford
       ---------------                    --------------------------------------
                                                Thomas C. Ratchford
                                                Chief Financial Officer


                                     - 14 -
<PAGE>

                           AVERY COMMUNICATIONS, INC.
                                  CERTIFICATION


I, Patrick J. Haynes, III, Chief Executive Officer of Avery Communications, Inc.
(the "Company"), certify that:

1.       I have reviewed this quarterly report of the Company on Form 10-Q;

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information included in this quarterly report,  fairly represent in all
         material  respects the financial  condition,  results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         quarterly report;

4.       The  Company's  other  certifying  officers and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in  Exchange  Act Rules  13a-14 and 15d-14) for the Company and
         have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that material information  relating to the Company,  including
                  its consolidated  subsidiaries,  is made known to us by others
                  within those entities, particularly during the period in which
                  this quarterly report is being prepared;

         b)       evaluated  the  effectiveness  of  the  Company's   disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

 5.      The Company's other certifying officers and I have disclosed,  based on
         our most recent  evaluation,  to the  Company's  auditors  and board of
         directors:

         a)       all  significant  deficiencies  in the design or  operation of
                  internal  controls which could adversely  affect the Company's
                  ability to record,  process,  summarize  and report  financial
                  data  and  have  identified  for the  Company's  auditors  any
                  material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  Company's internal controls; and

6.       The Company's  other  certifying  officers and I have indicated in this
         quarterly  report  whether there were  significant  changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


May 22, 2003                     /s/ Patrick J. Haynes, III
                                 --------------------------
                                 Patrick J. Haynes, III, Chief Executive Officer

                                     - 15 -
<PAGE>

                           AVERY COMMUNICATIONS, INC.
                                  CERTIFICATION

I, Thomas C. Ratchford,  Chief Financial Officer of Avery  Communications,  Inc.
(the "Company"), certify that:

1.       I have reviewed this quarterly report of the Company on Form 10-Q;

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information included in this quarterly report,  fairly represent in all
         material  respects the financial  condition,  results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         quarterly report;

4.       The  Company's  other  certifying  officers and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in  Exchange  Act Rules  13a-14 and 15d-14) for the Company and
         have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that material information  relating to the Company,  including
                  its consolidated  subsidiaries,  is made known to us by others
                  within those entities, particularly during the period in which
                  this quarterly report is being prepared;

         b)       evaluated  the  effectiveness  of  the  Company's   disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

 5.      The Company's other certifying officers and I have disclosed,  based on
         our most recent  evaluation,  to the  Company's  auditors  and board of
         directors:

         a)       all  significant  deficiencies  in the design or  operation of
                  internal  controls which could adversely  affect the Company's
                  ability to record,  process,  summarize  and report  financial
                  data  and  have  identified  for the  Company's  auditors  any
                  material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  Company's internal controls; and

6.       The Company's  other  certifying  officers and I have indicated in this
         quarterly  report  whether there were  significant  changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


May 22, 2003                        /s/ Thomas C. Ratchford
                                    -----------------------
                                    Thomas C. Ratchford, Chief Financial Officer


                                     - 16 -
<PAGE>

                                  EXHIBIT INDEX

     EXHIBIT
     NUMBER                       DESCRIPTION OF DOCUMENT
     ------                       -----------------------

      2.1   Partnership  Interest Purchase Agreement dated as of May 3, 1996, by
            and among Avery  Communications,  Inc., Avery Acquisition Sub, Inc.,
            Hold Billing Services, Ltd., Hold Billing & Collection, L.C., Joseph
            W. Webb, James A. Young,  Edward L. Dunn,  Philip S. Dunn, Harold D.
            Box,  and David W.  Mechler,  Jr.  (filed as Exhibit  2.1 to Avery's
            Registration Statement on Form SB-2 (File No. 333-65133) (the "Prior
            Registration  Statement")  and   incorporated  herein  by  reference
            thereto)

      2.2   First Amendment to Partnership  Interest  Purchase  Agreement by and
            between Avery  Communications,  Inc.,  Avery  Acquisition Sub, Inc.,
            Hold Billing Services, Ltd., Hold Billing & Collection, L.C., Joseph
            W. Webb, James A. Young,  Edward L. Dunn,  Philip S. Dunn, Harold D.
            Box and David W.  Mechler,  Jr.  (filed as Exhibit  2.2 to the Prior
            Registration   Statement  and   incorporated   herein  by  reference
            thereto)

      2.3   Partnership  Interest  Option  Agreement dated as of May 3, 1996, by
            and among Avery  Communications,  Inc., Avery Acquisition Sub, Inc.,
            Harold D. Box and David W. Mechler, Jr. (filed as Exhibit 2.3 to the
            Prior Registration   Statement and incorporated  herein by reference
            thereto)

      2.4   First Amendment to Partnership Interest Option Agreement dated as of
            October 15, 1996,  by and among Avery  Communications,  Inc.,  Avery
            Acquisition  Sub,  Inc.,  Harold D. Box, and David W.  Mechler,  Jr.
            (filed as  Exhibit  2.4  to the  Prior  Registration  Statement  and
            incorporated herein by reference thereto)

      2.5   Agreement  and Plan of Merger,  dated as of March 19,  1999,  by and
            among Avery Communications,  Inc., ACI Telecommunications  Financial
            Services  Corporation,  Primal Systems,  Inc., Mark J. Nielsen, John
            Faltys,  Joseph R.  Simrell  and David  Haynes (the  "Primal  Merger
            Agreement")   (filed  as  Exhibit  2.5  to  the  Prior  Registration
            Statement and incorporated herein by reference thereto)

      2.6   Amendment No. 1 to the Primal Merger Agreement (filed as Exhibit 2.6
            to the Prior  Registration  Statement  and   incorporated  herein by
            reference thereto)

      2.7   Amendment No. 2 to the Primal Merger Agreement (filed as Exhibit 2.1
            to the registrant's Current Report on Form  8-K, dated September 27,
            1999, and incorporated herein by reference thereto)

      2.8   Primal  Solutions,  Inc.  Preliminary  Distribution  Agreement  (the
            "Distribution  Agreement"),  dated July 31, 2000, by and among Avery
            Communications,  Inc.,  a Delaware  corporation,  Primal  Solutions,
            Inc., a Delaware corporation,  John Faltys, Joseph R. Simrell, David
            Haynes,  Mark J,  Nielsen,  Arun Anand,  Murari  Cholappadi,  Sanjay
            Gupta,  Thurston  Group,  Inc., a Delaware  corporation,  Patrick J.
            Haynes,  III and Scot M. McCormick (filed as Exhibit 2.1  to Avery's
            Form  8-K  dated  August  31,  2000  (the  "Primal  Form  8-K")  and
            incorporated by reference herein)

      2.9   Form of Non-Recourse  Promissory  Note, which is attached as Exhibit
            5-A to the  Distribution  Agreement  (filed as   Exhibit  2.2 to the
            Primal Form 8-K and incorporated by reference herein)

      2.10  Form of Pledge  Agreement,  which is  attached as Exhibit 5-B to the
            Distribution Agreement (filed as Exhibit 2.3 to  the Primal Form 8-K
            and incorporated by reference herein)

                                     - 17 -
<PAGE>

      2.11  Form of  Irrevocable  Proxy for  Thurston  Group,  Inc.,  Patrick J.
            Haynes III and their  affiliates  relating  to the  common  stock of
            Primal,  which  is  attached  as  Exhibit  9-A to  the  Distribution
            Agreement  (filed  as  Exhibit  2.4 to   the  Primal  Form  8-K  and
            incorporated by reference herein)

      2.12  Form of Irrevocable Proxy for the Old Primal  Stockholders  relating
            to the common  stock of Avery,  which is  attached as Exhibit 9-B to
            the Distribution  Agreement (filed as Exhibit 2.5 to the Primal Form
            8-K and incorporated by reference herein)

      2.13  Indemnification Agreement, dated July 31, 2000, by and between Avery
            Communications, Inc., a Delaware corporation, John Faltys, Joseph R.
            Simrell,  and David Haynes  (filed as Exhibit 2.6 to the Primal Form
            8-K and incorporated by  reference herein)

      2.14  Asset Purchase Agreement among Qorus.com,  Inc., TMT Holdings, Inc.,
            Aelix, Inc. and Avery Communications, Inc. dated May 29, 2001 (filed
            as  Exhibit  10.37 to the  Quarterly  Report on Form  10-QSB for the
            period ended June 30, 2001,  filed by  Qorus.com,  Inc.  (the "Qorus
            STET 10-QSB") and incorporated herein by reference thereto)

      2.15  First Amendment to Asset Purchase  Agreement among Qorus.com,  Inc.,
            TMT Holdings, Inc., Aelix, Inc. and Avery Communications, Inc. dated
            October 17, 2001 (filed as Exhibit 10.56 to the Quarterly  Report on
            Form  10-QSB for the  period  ended  September  30,  2001,  filed by
            Qorus.com,  Inc. (the "Qorus 3Q 10-QSB") and incorporated  herein by
            reference thereto)

      2.16  Asset Purchase Agreement among OAN Services, Inc., nTelecom Holdings
            Inc.,  OAN Services of Florida,  Inc. and ACI  Communications,  Inc.
            dated May 25, 2001 (filed as Exhibit 2.1 to Avery's  Current  Report
            on  Form 8-K dated  August  3,  2001  (filed  August  20,  2001) and
            incorporated herein by reference thereto)

      2.17  Management Support and Post-Petition  Financing  Agreement among OAN
            Services,  Inc.,  nTelecom  Holdings  Inc., OAN Services of Florida,
            Inc.  and ACI  Communications,  Inc.  dated May 25,  2001  (filed as
            Exhibit 2.2 to Avery's  Current  Report on Form 8-K dated  August 3,
            2001 (filed on August 20, 2001) and incorporated herein by reference
            thereto)

      2.18  First  Amendment to Asset  Purchase  Agreement  among OAN  Services,
            Inc., nTelecom Holdings, Inc., OAN Services of Florida, Inc. and ACI
            Communications,  Inc.  dated July 27,  2001 (filed as Exhibit 2.3 to
            Avery's  Current  Report on  Form 8-K/A dated  August 3, 2001 (filed
            October 17, 2001) and incorporated herein by reference thereto)

      2.19  Second Amendment to Asset Purchase Agreement among Qorus.com,  Inc.,
            TMT Holdings, Inc., Aelix, Inc. and Avery Communications, Inc. dated
            March 15, 2002 (filed as Exhibit  2.19 to the Annual  Report on Form
            10-KSB   for  the   year    ended   December   31,   2001  by  Avery
            Communications, Inc. and incorporated herein by reference thereto)

      3.1   Certificate  of  Incorporation,  as amended (filed as Exhibit 3.1 to
            the  Prior  Registration   Statement  and   incorporated  herein  by
            reference thereto)

      3.2   Amended  and  Restated  Bylaws  (filed as  Exhibit  3.2 to the Prior
            Registration   Statement  and  incorporated   herein  by   reference
            thereto)

      3.3   Certificate of Designation of Series A Junior Convertible Redeemable
            Preferred  Stock  (filed  as  Exhibit  3.3 to  Avery's  Registration
            Statement   on  Form  SB-2  (File  No.   333-57336)   (the   "Resale
            Registration  Statement")  and   incorporated  herein  by  reference
            thereto)

      3.4   Certificate of Designation of Series B Junior Convertible Redeemable
            Preferred  Stock  (filed as Exhibit 3.4 to the  Resale  Registration
            Statement and incorporated herein by reference thereto)

                                     - 18 -
<PAGE>

      3.5   Certificate of Designation of Series C Junior Convertible Redeemable
            Preferred  Stock  (filed as Exhibit 3.5 to the  Resale  Registration
            Statement and incorporated herein by reference thereto)

      3.6   Certificate   of   Designations   of  Series  D  Senior   Cumulative
            Convertible Redeemable Preferred Stock (filed as Exhibit  3.6 to the
            Resale  Registration  Statement and incorporated herein by reference
            thereto)

      3.7   Certificate  of   Designations   of  Series  E  Junior   Convertible
            Redeemable  Preferred  Stock  (filed as Exhibit  3.7 to the   Resale
            Registration Statement and incorporated herein by reference thereto)

      3.8   Certificate  of  Designations  of  Series  G  Junior   Participating
            Convertible  Voting  Preferred  Stock  (filed as Exhibit  3.8 to the
            Resale  Registration  Statement and incorporated herein by reference
            thereto)

      3.9   Certificate of Designations of Series H Convertible  Preferred Stock
            (filed as Exhibit  3.9 to the  Resale   Registration  Statement  and
            incorporated herein by reference thereto)

      3.10  Certificate of Decrease in Authorized  Number of Shares of Series of
            Preferred  Stock (filed as Exhibit 3.10 to the  Resale  Registration
            Statement and incorporated herein by reference thereto)

      3.11  Certificate of Designations of Series I Convertible  Preferred Stock
            (filed as Exhibit  4.2 to Avery's  Quarterly   Report on Form 10-QSB
            for the  period  ended June 30,  2001,  and  incorporated  herein by
            reference thereto)

      3.12  Certificate  of Amendment to the  Certificate  of  Incorporation  of
            Avery  Communications,  Inc.  providing for a one-for-eight  reverse
            stock split (filed as Appendix A to Avery's Information Statement on
            Schedule 14C filed on  November 15, 2001, and incorporated herein by
            reference thereto)

      4.1   Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Prior
            Registration   Statement  and  incorporated    herein  by  reference
            thereto)

      4.2   Form of Warrant  Exchange and Exercise  Agreement  (filed as Exhibit
            4.2 to the Prior Registration  Statement and  incorporated herein by
            reference thereto)

      4.3   Form of Warrant  Exercise  and  Securities  Exchange  Agreement  for
            $800,000  Bridge  Loan  Notes  (filed as  Exhibit  4.3 to  the Prior
            Registration Statement and incorporated herein by reference thereto)

      4.4   Form of Warrant  Exercise  and  Securities  Exchange  Agreement  for
            $1,050,000  Promissory  Note  (filed as  Exhibit  4.4 to  the  Prior
            Registration Statement and incorporated herein by reference thereto)

      4.5   Form of Warrant  Exercise  and  Securities  Exchange  Agreement  for
            $340,000  Promissory  Notes  (filed  as  Exhibit  4.5 to  the  Prior
            Registration Statement and incorporated herein by reference thereto)

      4.6   Registration  Rights  Agreement  by and among Avery  Communications,
            Inc. and Joseph W. Webb, James A. Young,  Edward L. Dunn,  Philip S.
            Dunn,  Harold D. Box, and David W. Mechler,  Jr. dated  November 15,
            1996 (filed as Exhibit 4.6  to the Prior Registration  Statement and
            incorporated herein by reference thereto)

      4.7   Registration  Rights Agreement by and between Avery  Communications,
            Inc. and The Franklin Holding  Corporation  (Delaware) dated May 30,
            1997 (filed as Exhibit 4.7 to the Prior  Registration  Statement and
            incorporated herein  by reference thereto)

                                     - 19 -
<PAGE>

      4.8   Registration  Rights Agreement by and between Avery  Communications,
            Inc. and Roger  Felberbaum dated December 5,  1996 (filed as Exhibit
            4.8 to the Prior Registration  Statement and incorporated  herein by
            reference thereto)

      4.9   Registration  Rights Agreement by and between Avery  Communications,
            Inc. and Giulio  Curiel  dated  December 31, 1996  (filed as Exhibit
            4.9 to the Prior Registration  Statement and incorporated  herein by
            reference thereto)

      4.10  Registration  Rights Agreement by and between Avery  Communications,
            Inc. and Sabina International S.A. dated December 31, 1996 (filed as
            Exhibit 4.10 to the Prior  Registration  Statement and  incorporated
            herein by reference  thereto)

      4.11  Form of  Investor  Warrant  (filed  as  Exhibit  4.11  to the  Prior
            Registration   Statement  and  incorporated   herein  by   reference
            thereto)

      4.12  Registration  Rights Agreement by and between Avery  Communications,
            Inc.  and Thomas A.  Montgomery  dated  January 24,   1997 (filed as
            Exhibit 4.12 to the Prior  Registration  Statement and  incorporated
            herein by reference thereto)


      4.13  Registration  Rights Agreement by and between Avery  Communications,
            Inc. and Thurston Bridge Fund, L.P. dated December 6, 1996 (filed as
            Exhibit 4.13 to the Prior  Registration  Statement and  incorporated
            herein by reference thereto)

      4.14  Registration  Rights Agreement by and between Avery  Communications,
            Inc. and Eastern  Virginia  Small  Business  Investment  Corporation
            dated  December  23,  1996  (filed  as  Exhibit  4.14  to the  Prior
            Registration   Statement  and   incorporated   herein  by  reference
            thereto)

      4.15  Securities  Exchange Agreement for 1996 HBS Series (filed as Exhibit
            4.15 to the Prior Registration Statement and  incorporated herein by
            reference thereto)

      4.16  $350,000  Promissory Note payable to Eastern Virginia Small Business
            Investment  Corporation  dated  December 23, 1996  (filed as Exhibit
            4.16 to the Prior Registration  Statement and incorporated herein by
            reference thereto)

      4.17  $50,000  Promissory  Note to Global  Capital  Resources,  Inc. dated
            September 30, 1996 (filed as Exhibit 4.17 to the  Prior Registration
            Statement and incorporated herein by reference thereto)

      4.18  Loan and Security  Agreement,  by and between Hold Billing Services,
            Ltd. and FINOVA Capital  Corporation  dated March 25, 1997 (filed as
            Exhibit 4.18 to the Prior  Registration  Statement and  incorporated
            herein by reference thereto)

      4.19  Schedule to Loan and Security Agreement, by and between Hold Billing
            Services,  Ltd. and FINOVA Capital  Corporation dated March 25, 1997
            (filed as  Exhibit  4.19 to the  Prior  Registration  Statement  and
            incorporated herein by  reference thereto)

      4.20  Amendment  to Loan and Security  Agreement  and Schedule to Loan and
            Security Agreement,  by and between Hold Billing Services,  Ltd. and
            FINOVA  Capital  Corporation  dated  February 1998 (filed as Exhibit
            4.20 to the Prior  Registration Statement and incorporated herein by
            reference thereto)

      4.21  Second Amendment to Loan and Security Agreement and Schedule to Loan
            and Security Agreement,  by and between Hold Billing Services,  Ltd.
            and FINOVA  Capital  Corporation  dated April 1998 (filed as Exhibit
            4.21 to the Prior  Registration Statement and incorporated herein by
            reference thereto)

                                     - 20 -
<PAGE>

      4.22  $7,500,000   Secured   Revolving   Credit  Note  to  FINOVA  Capital
            Corporation  from Hold Billing Services dated March 25,  1997 (filed
            as Exhibit 4.22 to the Prior Registration Statement and incorporated
            herein by reference thereto)

      4.23  Series H Preferred Stock Purchase  Agreement dated February 21, 2001
            (filed as Exhibit  4.23 to the Resale   Registration  Statement  and
            incorporated herein by reference thereto)

      4.24  Registration  Rights Agreement by and between Avery  Communications,
            Inc. and Jay Geier dated  January 4, 2000 (filed  as Exhibit 4.24 to
            the  Resale  Registration   Statement  and  incorporated  herein  by
            reference thereto)

      4.25  Registration  Rights Agreement by and between Avery  Communications,
            Inc. and Investor Network Company, LLC dated October 19, 2000 (filed
            as  Exhibit   4.25  to  the  Resale   Registration   Statement   and
            incorporated herein by reference thereto)

      4.26  Registration  Rights  Agreement  by and among Avery  Communications,
            Inc.,  Waterside Capital Corporation and CapitalSouth  Partners Fund
            I, L.P. dated February 21, 2001 (filed as Exhibit 4.26 to the Resale
            Registration    Statement  and  incorporated   herein  by  reference
            thereto)

     *10.1  Employment Agreement by and between Avery  Communications,  Inc. and
            Patrick J. Haynes, III dated July 1, 1998  (filed as Exhibit 10.1 to
            the  Prior  Registration   Statement  and  incorporated   herein  by
            reference thereto)

      10.2  Stock Warrant  Certificate  to Patrick J. Haynes,  III dated July 1,
            1998 (filed as Exhibit 10.2 to the Prior  Registration Statement and
            incorporated herein by reference thereto)

     *10.3  Employment and Noncompetition  Agreement by and between Hold Billing
            Services,  Ltd. and Harold D. Box dated  November 15, 1996 (filed as
            Exhibit 10.3 to the Prior  Registration  Statement and  incorporated
            herein by reference  thereto)

     *10.4  Employment Agreement by and between Avery  Communications,  Inc. and
            Mark J.  Nielsen  dated  December 1, 1998 (filed  as Exhibit 10.4 to
            the  Prior  Registration   Statement  and  incorporated   herein  by
            reference thereto)

     *10.5  Avery  Communications,  Inc.  Stock Option to Mark J. Nielsen  dated
            December 1, 1998 (filed as Exhibit  10.5 to the  Prior  Registration
            Statement and incorporated herein by reference thereto)

      10.6  Investment Agreement by and between The Franklin Holding Corporation
            (Delaware) and Avery Communications,  Inc. dated May 30, 1997 (filed
            as Exhibit 10.6 to the Prior Registration Statement and incorporated
            herein by reference thereto)

      10.7  Warrant to the  Thurston  Group,  Inc.  dated May 27, 1997 (filed as
            Exhibit 10.7 to the Prior  Registration  Statement  and incorporated
            herein by reference thereto)

      10.8  Avery Communications, Inc. Stock Purchase Warrant to Thurston Bridge
            Fund,  L.P.  dated  December 6, 1996 (filed as  Exhibit  10.8 to the
            Prior  Registration  Statement and incorporated  herein by reference
            thereto)

      10.9  Avery  Communications,   Inc.  Stock  Purchase  Warrant  to  Eastern
            Virginia Small Business  Investment  Corporation  dated December 23,
            1996 (filed as Exhibit 10.9 to the Prior Registration  Statement and
            incorporated herein by reference thereto)

      10.10 Avery  Communications,  Inc. Stock Purchase  Warrant to The Franklin
            Holding Corporation (Delaware) dated May 30,  1997 (filed as Exhibit
            10.10 to the Prior Registration Statement and incorporated herein by
            reference thereto)

                                     - 21 -
<PAGE>

      10.11 Form of Billing  Services  Agreement  (filed as Exhibit 10.11 to the
            Prior Registration  Statement and incorporated   herein by reference
            thereto)

      10.12 Form of Supplemental  Advance  Purchase  Agreement (filed as Exhibit
            10.12 to the Prior Registration  Statement and  incorporated  herein
            by reference thereto)

      10.13 Form of Director  and Officer  Indemnification  Agreement  (filed as
            Exhibit 10.13 to the Prior Registration  Statement  and incorporated
            herein by reference thereto)

     *10.14 Avery  Communications,  Inc. 1999 Flexible  Incentive Plan (filed as
            Exhibit 99.1 to Avery's  Registration  Statement   on Form S-8 (File
            No. 333-33486) and incorporated herein by reference thereto)

      10.15 Demand Promissory Note, dated December 21, 2000, payable to Thurston
            Communications  Corporation by Aelix, Inc. in the original principal
            amount of $650,000  (filed as Exhibit 10.44 to the Form 10-KSB (File
            No.  0-27551)  filed by   Qorus.com,  Inc. (the "Qorus  10-KSB") and
            incorporated herein by reference thereto)

      10.16 Demand Promissory Note, dated February 15, 2001, payable to Thurston
            Communications  Corporation by Aelix, Inc. in the original principal
            amount of $150,000  (filed as Exhibit  10.45 to the Qorus 10-KSB and
            incorporated herein by reference thereto)

      10.17 Demand Promissory Note, dated February 28, 2001, payable to Thurston
            Communications  Corporation by Aelix, Inc. in the original principal
            amount of $260,000  (filed as Exhibit  10.46 to the Qorus 10-KSB and
            incorporated herein by reference thereto)

      10.18 Amended and Restated  Convertible  Promissory Note, dated January 1,
            2001, payable to Thurston  Communications  Corporation by Qorus.com,
            Inc. in the original  principal amount of $750,000 (filed as Exhibit
            10.37 to  the Qorus  10-KSB  and  incorporated  herein by  reference
            thereto)

      10.19 Convertible  Promissory  Note,  dated  October 20, 2000,  payable to
            Thurston  Communications  Corporation  by  Qorus.com,  Inc.  in  the
            original principal amount of $250,000 (filed as Exhibit 10.38 to the
            Qorus 10-KSB and incorporated herein by reference thereto)

      10.20 Convertible  Promissory  Note,  dated  October 30, 2000,  payable to
            Thurston  Communications  Corporation  by  Qorus.com,  Inc.  in  the
            original principal amount of $250,000 (filed as Exhibit 10.39 to the
            Qorus 10-KSB and incorporated herein by reference thereto)

      10.21 Promissory  Note,   dated  March  16,  2001,   payable  to  Thurston
            Communications  Corporation  by  Qorus.com,  Inc.  in  the  original
            principal  amount of $160,000  (filed as Exhibit  10.48 to the Qorus
            10-KSB and incorporated herein by reference thereto)

      10.22 Note Extension, Modification and Amendment Agreement dated as of May
            31, 2001, among Qorus.com,  Inc., Aelix, Inc.,  Thurston  Interests,
            LLC, Apex Investment Fund III, L.P., Apex Strategic  Partners,  LLC,
            Thurston Communications Corporation and Customer Care and Technology
            Holdings,  Inc.  (filed as Exhibit  10.38 to the Qorus 2Q 10-QSB and
            incorporated herein by reference thereto)

      10.23 Demand  Promissory  Note,  dated as of March 29,  2001,  payable  to
            Thurston Communications  Corporation by Aelix, Inc.  in the original
            principal amount of $160,000 (filed as Exhibit 10.39 to the Qorus 2Q
            10-QSB)

                                     - 22 -
<PAGE>

      10.24 Demand  Promissory  Note,  dated as of April 12,  2001,  payable  to
            Thurston Communications Corporation in the original principal amount
            of  $80,000  (filed as  Exhibit  10.40 to the  Qorus 2Q  10-QSB  and
            incorporated herein by reference thereto)

      10.25 Demand  Promissory  Note,  dated as of April 30,  2001,  payable  to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal amount of $170,000 (filed as Exhibit 10.41 to the Qorus 2Q
            10-QSB and incorporated herein by reference thereto)

      10.26 Demand  Promissory  Note,  dated  as of May  11,  2001,  payable  to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal  amount of $25,000 (filed as Exhibit 10.42 to the Qorus 2Q
            10-QSB and incorporated herein by reference thereto)

      10.27 Demand  Promissory  Note,  dated  as of May  15,  2001,  payable  to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal  amount of $75,000 (filed as Exhibit 10.43 to the Qorus 2Q
            10-QSB and incorporated herein by reference thereto)

      10.28 Demand  Promissory  Note,  dated  as of May  31,  2001,  payable  to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal  amount of $42,000 (filed as Exhibit 10.44 to the Qorus 2Q
            10-QSB and incorporated herein by reference thereto)

      10.29 Demand  Promissory  Note,  dated as of June  15,  2001,  payable  to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal  amount of $80,000 (filed as Exhibit 10.45 to the Qorus 2Q
            10-QSB and incorporated herein by reference thereto)

      10.30 Demand  Promissory  Note,  dated as of June  28,  2001,  payable  to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal  amount of $60,000 (filed as Exhibit 10.46 to the Qorus 2Q
            10-QSB and incorporated herein by reference thereto)

      10.31 Demand  Promissory  Note,  dated as of July  12,  2001,  payable  to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal  amount of $85,000 (filed as Exhibit 10.47 to the Qorus 2Q
            10-QSB and incorporated herein by reference thereto)

      10.32 Demand  Promissory  Note,  dated as of July  31,  2001,  payable  to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal amount of $83,500 (filed as Exhibit 10.48 of the Quarterly
            Report on Form 10-QSB for the period ended September 30, 2001, filed
            by Qorus.com,  Inc. (the "Qorus 3Q 10-QSB") and incorporated  herein
            by reference thereto)

      10.33 Demand  Promissory  Note,  dated as of August 14,  2001,  payable to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal amount of $178,000 (filed as Exhibit 10.49 to the Qorus 3Q
            10-QSB and incorporated herein by reference thereto)

      10.34 Demand  Promissory  Note,  dated as of August 30,  2001,  payable to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal amount of $102,500 (filed as Exhibit 10.50 to the Qorus 3Q
            10-QSB and incorporated herein by reference thereto)

      10.35 Demand  Promissory Note, dated as of September 13, 2001,  payable to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal  amount of $96,000 (filed as Exhibit 10.51 to the Qorus 3Q
            10-QSB and incorporated herein by reference thereto)

      10.36 Demand  Promissory Note, dated as of September 28, 2001,  payable to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal  amount of $90,500 (filed as Exhibit 10.52 to the Qorus 3Q
            10-QSB and incorporated herein by reference thereto)

      10.37 Demand  Promissory  Note,  dated as of October  1, 2001,  payable to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal amount of $160,000 (filed as Exhibit 10.53 to the Qorus 3Q
            10-QSB and incorporated herein by reference thereto)

                                     - 23 -
<PAGE>

      10.38 Demand  Promissory  Note,  dated as of October 12, 2001,  payable to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal amount of $102,000 (filed as Exhibit 10.54 to the Qorus 3Q
            10-QSB and incorporated herein by reference thereto)

      10.39 Demand  Promissory  Note,  dated as of October 16, 2001,  payable to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal  amount of $10,000 (filed as Exhibit 10.55 to the Qorus 3Q
            10-QSB and incorporated herein by reference thereto)

      10.40 Demand  Promissory  Note,  dated as of October 30, 2001,  payable to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal  amount of $72,000 (filed as Exhibit 10.57 to the Qorus 3Q
            10-QSB and incorporated herein by reference thereto)

      10.41 Demand  Promissory  Note,  dated as of November 5, 2001,  payable to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal  amount of $10,000 (filed as Exhibit 10.58 to the Qorus 3Q
            10-QSB and incorporated herein by reference thereto)

      10.42 Demand  Promissory Note,  dated as of November 14, 2001,  payable to
            Thurston  Communications  Corporation by Aelix, Inc. in the original
            principal  amount of $77,000  (filed as Exhibit  10.42 to the Annual
            Report on Form 10-KSB  for the year ended December 31, 2001 by Avery
            Communications, Inc. and incorporated herein by reference thereto)

     *10.43 Executive  Employment Agreement between Avery  Communications,  Inc.
            and Patrick J. Haynes,  III dated November 1, 2001 (filed as Exhibit
            10.43  to the  Annual  Report  on Form  10-KSB  for the  year  ended
            December 31, 2001 by Avery   Communications,  Inc. and  incorporated
            herein by reference thereto)

      10.44 Consulting Agreement between Avery Communications, Inc. and Phipps &
            Company,  LLC dated September 1, 2001 (filed as Exhibit 10.44 to the
            Annual Report on Form 10-KSB for the year ended December 31, 2001 by
            Avery  Communications,   Inc. and  incorporated  herein by reference
            thereto)

      10.45 Consulting Agreement between Avery  Communications,  Inc. and Robert
            T. Isham, Jr. dated September 1, 2001 (filed as Exhibit 10.45 to the
            Annual Report on Form 10-KSB for the year ended December 31, 2001 by
            Avery  Communications,   Inc. and  incorporated  herein by reference
            thereto)

     *10.46 Nonqualified  Stock Option Agreement  between Avery  Communications,
            Inc.  and  Waveland,  LLC dated  December 27, 2001 (filed as Exhibit
            10.46  to the  Annual  Report  on Form  10-KSB  for the  year  ended
            December 31, 2001 by Avery   Communications,  Inc. and  incorporated
            herein by reference thereto)

     *10.47 Form of  Nonqualified  Stock Option  Agreement  entered into between
            Avery Communications, Inc. and various directors and employees as of
            December  27, 2001 (filed as Exhibit  10.47 to the Annual  Report on
            Form  10-KSB  for  the  year   ended  December  31,  2001  by  Avery
            Communications, Inc. and incorporated herein by reference thereto)

      10.48 Receivables  Sale Agreement  dated as of December 19, 2001 among HBS
            Billing   Services   Company   and  ACI  Billing   Services,   Inc.,
            individually and collectively, and RFC Capital Corporation (filed as
            Exhibit 10.48 of the Quarterly Report on Form 10-QSB for the quarter
            ended March 31, 2002 by Avery Communications,  Inc. and incorporated
            herein by reference thereto)

      10.49 Form of Non-Recourse  Promissory  Note,  dated as of March 20, 2002,
            payable to Avery  Communications,  Inc. which is as restatement  and
            replacement  of a promissory  note dated  October 19, 2000 (filed as
            Exhibit 10.49 of the  Quarterly  Report on Form 10-Q for the quarter
            ended June 30, 2002 by Avery  Communications,  Inc. and incorporated
            herein by reference thereto)

                                     - 24 -
<PAGE>

      10.50 Letter  dated  November 8, 2002 from Textron  Financial  Corporation
            regarding  the  calculation  of covenant  compliance  under  Section
            4.3(h) of the  Receivables  Sale Agreement  dated as of December 19,
            2001 among HBS Billing  Services  Company and ACI Billing  Services,
            Inc.,  individually and collectively,  and RFC Corporation (filed as
            Exhibit 10.50 to the  Quarterly  Report on Form 10-Q for the quarter
            ended  September  30,  2002  by  Avery   Communications,   Inc.  and
            incorporated herein by reference thereto)

      10.51 Letter  dated  April 1,  2003  from  Textron  Financial  Corporation
            regarding  the  calculation  of covenant  compliance  under  Section
            4.3(e) of the  Receivables  Sale Agreement  dated as of December 19,
            2001 among HBS Billing  Services  Company and ACI Billing  Services,
            Inc.,  individually and collectively,  and RFC Corporation (filed as
            Exhibit  10.51 to the Annual  Report on Form 10-K for the year ended
            December 31, 2002 by Avery  Communications,  Inc. and   incorporated
            herein by reference thereto)

      11.1  Statement  Regarding  Computation  of Earnings  per Share  (filed as
            Exhibit 11.1 to the Prior  Registration  Statement  and incorporated
            herein by reference thereto)

      21.1  Subsidiaries  of  Registrant  (filed  as  Exhibit  11.1 to the Prior
            Registration   Statement  and  incorporated   herein  by   reference
            thereto)

      99.1  Certificate of the Chief Executive  Officer dated as of May 22, 2003
            pursuant to the Sarbanes-Oxley Act of 2002 (filed herewith)

      99.2  Certificate of the Chief Financial  Officer dated as of May 22, 2003
            pursuant to the Sarbanes-Oxley Act of 2002 (filed herewith)

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

* Denotes a management contract or compensatory plan or arrangement.

                                     - 25 -
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