UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

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

                For the quarterly period ended September 30, 2003

                                       Or

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

                        For the transition period from to

                          Commission file no. 0-27683

                        AmeriVision Communications, Inc.
             (Exact name of registrant as specified in its charter)

            Oklahoma                                            73-1378798
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                           Identification Number)

                        5900 Mosteller Drive, Suite 1800
                          Oklahoma City, Oklahoma 73112
              (Address of principal executive offices) (Zip Code)

                                 (405) 600-3500
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:

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

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

     At  September  30,  2003,  there  were  860,906  shares of our common stock
outstanding.


<PAGE>

AMERIVISION  COMMUNICATIONS,  INC.  INDEX


Part  I.     Financial  Information
--------     ----------------------
Item  1.     Financial  Statements
             Condensed  Consolidated  Balance  Sheets -
               December 31, 2002 and September 30, 2003 (unaudited)
             Condensed Consolidated Statements of Operations (unaudited) -
               Three and nine months  ended September 30, 2002 and 2003
             Condensed  Consolidated Statements  of Stockholders'
               Deficiency for the  year  ended December 31, 2002
               and nine months ended September 30, 2003 (unaudited)
             Condensed  Consolidated  Statements of Cash Flows
               (unaudited)- Nine months ended  September 30, 2002
               and  2003
             Notes to Condensed Consolidated Financial Statements
               (unaudited)
Item  2.     Management's Discussion and Analysis of Financial
               Condition and Results  of  Operations
Item  3.     Quantitative and Qualitative Disclosures About Market Risk
Item  4.     Controls  and  Procedures

Part  II.    Other  Information
---------    ------------------
Item  1.     Legal  Proceedings
Item  2.     Changes  in  Securities  and  Use  of  Proceeds
Item  3.     Default  Upon  Senior  Securities
Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders
Item  5.     Other  Information
Item  6.     Exhibits  and  reports  on  Form  8-K
Signatures









                                        2

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item  1.  Financial  Statements

     AMERIVISION COMMUNICATIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                (Information at September 30, 2003 is unaudited)

<TABLE>
<CAPTION>
                                                   December 31,
                                                       2002       September  30,
                                                    (Restated)          2003
                                                  --------------  --------------

                                     ASSETS
Current  Assets:
<S>                                                <C>             <C>
  Cash                                             $       799     $      2,022
  Accounts  receivable,  net of allowance
    for uncollectible accounts of $1,542 and
    $936 at December 31, 2002 and September
    30, 2003, respectively                               8,538            5,546
  Prepaid expenses and other current assets              1,047              763
                                                   -----------     ------------
      Total current assets                              10,384            8,331

Property and equipment, net                              2,400            1,063
Net deferred income tax benefits                         1,694            2,188
Covenants not to compete, net                            2,319              652
Other assets                                               623              572
                                                   -----------     ------------
      Total assets                                 $    17,420     $     12,806
                                                   ===========     ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current  Liabilities:
  Revolving line of credit                         $    13,719     $     12,486
  Accounts payable and accrued expenses                  9,386            7,361
  Current portion of other notes payable and
    capital lease obligations                            1,140            1,241
  Loans  and  notes  payable  to  related
    parties, current portion                             4,829            5,313
  Short-term notes payable to individuals                  279              279
                                                   -----------     ------------
      Total current liabilities                         29,353           26,680

Long-term debt to related parties, net of
  current portion                                          859                -
Long-term debt, net of current portion                     259               92
Redeemable common stock, carried at
  redemption value                                       1,200            1,200

Commitments  and  Contingencies
Stockholders'  deficiency:
  Common  stock,  $0.10  par value, 1,000,000
    shares authorized; shares issued and
    outstanding  at  December 31, 2002 and
    September 30, 2003 of 832,869 and 845,369
    respectively, net of 15,537 redeemable shares           82               83
  Additional paid-in capital                            11,000           11,089
  Retained earnings (accumulated deficit)              (25,333)         (26,338)
      Total  stockholders'  deficiency                 (14,251)         (15,166)
                                                   -----------     ------------

Total  liabilities and stockholders' deficiency    $    17,420     $     12,806
                                                   ===========     ============
</TABLE>

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

                                        3

<PAGE>

AMERIVISION COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                   Three months           Nine months
                                                      ended                 ended
                                                  September  30,         September  30,
                                                 2002       2003        2002       2003
                                              ---------  ---- ----  ---------  ----------
Revenues:
<S>                                           <C>        <C>        <C>        <C>
Net  sales                                    $  16,538  $   9,868  $  50,384  $  33,081
Operating  expenses:
  Cost of telecommunication services              7,143      3,981     22,126     12,960
  Selling, general and administrative expenses    7,446      5,199     21,987     16,824
  Depreciation and amortization                     608        809      1,684      2,168
  Writedown of long-term asset                        -        822          -        822
                                              ---------  ---- ----  ---------  ----------
Total  operating  expenses                       15,197     10,811     45,797     32,774
                                              ---------  ---- ----  ---------  ---------

Income  (loss)  from  operations                  1,341       (943)     4,587        307

Other  income  (expense):
  Interest expense                                 (488)      (323)    (1,580)   (1,307)

  Interest expense to related parties              (180)      (180)      (425)     (540)
  Other income (expense)                              9          6         50        41
                                              ---------  ---- ----  ---------  ----------
Total other income (expense)                       (659)      (497)    (1,955)   (1,806)

Income (loss) before income tax expense
  (benefit)                                         682     (1,440)     2,632    (1,499)
                                              ---------  ---- ----  ---------  ---------

Income  tax  expense  (benefit)                     265       (469)     1,016      (494)

Net income (loss)                             $     417  $    (971) $   1,616  $ (1,005)
                                              =========  =========  =========  ========

Earnings  (loss)  per  share:
  Basic  earnings  (loss)  per share          $     .50  $   (1.15) $    1.95  $  (1.20)
  Diluted  earnings (loss) per share          $     .44  $   (1.15) $    1.69  $  (1.20)
Weighted average common shares outstanding:
  Basic                                         831,866    845,369    830,307   839,313
  Diluted                                       954,618    845,369    954,393   839,313
</TABLE>

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

                                        4

<PAGE>

      AMERIVISION COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF
                            STOCKHOLDERS' DEFICIENCY
                                 (In thousands)

<TABLE>
<CAPTION>
                                                           Stockholders' deficiency
                                            -----------------------------------------------------------
                                                                                 Retained
                                                      Additional                 Earnings
                                             Common     Paid-in     Unearned    Accumulated
                                              Stock     Capital   Compensation   (Deficit)      Total
                                            --------  ----------  ------------  ------------  ----------
<S>                                         <C>       <C>          <C>            <C>         <C>
Balance at December 31, 2001                $     82  $  9,275     $     (14)     $(26,323)   $ (16,980)
Expiration of potential rescission claims
  on nonredeemable common stock                    0     1,222             0             0        1,222
Stock issued to board of directors
  for services                                     0        84             0             0           84
Vesting of restricted stock awards and
  stock options                                    0         2            14             0           16
Reduction in redemption value of
  redeemable common stock                          0       397             0             0          397
Issuance of common stock for payment
  of note payable                                  0        20             0             0           20
Net  income  (Restated)                            0         0             0           990          990
                                            --------  --------     ---------      --------    ---------
Balance at December 31, 2002 (Restated)     $     82  $ 11,000     $       0      $(25,333)   $ (14,251)
  Issuance of common stock (unaudited)             1        89                                       90

  Net income (loss) (unaudited)                    0         0             0        (1,005)      (1,005)
                                            --------  --------     ---------      --------    ---------
Balance at September 30, 2003 (unaudited)   $     83  $ 11,089     $       0      $(26,338)   $ (15,166)
                                            ========  ========     =========      ========    =========
</TABLE>





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

                                        5

<PAGE>

AMERIVISION COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                         Nine  months  ended
                                                            September 30,
                                                     ---------------------------
                                                          2002          2003
                                                     ------------  -------------

Cash  flows  from  operating  activities:
<S>                                                  <C>           <C>
Net  income                                          $     1,616   $     (1,005)
Adjustments  to  reconcile  net  income
  to  net  cash  provided  by  operating
  activities:
    Depreciation of property and equipment                 1,306         1,338
    Amortization of covenants not to compete                 378           845
    Amortization  of  unearned  compensation
      related  to  stock  option  awards and
      issuance  of  common  stock                            123            90
    Writeoff of Long-term asset                                            822
    Deferred  income  tax  benefit                         1,017           (494)
  Change  in  assets  and  liabilities:
    Decrease  (increase)  in  operating  assets:
      Accounts receivable                                   (906)         2,992
      Prepaid expenses and other assets                     (305)           335
    Increase  (decrease)  in  operating
      liabilities,  Accounts  payable and accrued
      expenses                                             1,236         (2,025)
                                                     -----------   ------------
        Net cash provided by operating activities          4,465          2,898
                                                     -----------   ------------

Cash  flows  from  investing  activities:
  Net  Purchase  of  property  and  equipment             (1,203)            (1)
                                                     -----------   ------------

Cash  flows  from  financing  activities:
  Repayments of loans and other obligations
    to related parties                                      (462)          (375)
  Net decrease in borrowings under line of
    credit arrangements                                   (2,701)        (1,233)
Repayment  of  notes  payable  and capital
  lease obligations                                         (716)           (66)
                                                     -----------   ------------
        Net  cash  used  in  financing activities         (3,879)        (1,674)
                                                     -----------   ------------

Net change in cash and cash equivalents                     (617)         1,223
Cash and cash equivalents at beginning of period           1,743            799
                                                     -----------   ------------
Cash and cash equivalents at end of period           $     1,126   $      2,022
                                                     ===========   ============

Cash paid during the period for interest             $     1,972   $      1,269
                                                     ===========   ============


Cash paid during the period for income taxes         $         0   $          0
                                                     ===========   ============

Non  cash  transaction:
  Recognition of non compete agreement and
    related notes payable                            $     2,011   $          0
                                                     ===========   ============

  Transfer  of  notes  payable  to  loans
    to  related  parties                             $       375   $          0
                                                     ===========   ============
</TABLE>


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

                                        6

<PAGE>

   AMERIVISION COMMUNICATIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL
                                   STATEMENTS

                                   (Unaudited)

NOTE  A-BASIS  OF  PRESENTATION

     The  accompanying unaudited consolidated condensed financial statements for
AmeriVision Communications, Inc. have been prepared in accordance with generally
accepted  accounting  principles  for  interim  financial  information.  Certain
information  and  footnote disclosures normally included in financial statements
prepared  in  accordance with generally accepted accounting principles have been
omitted.  In the opinion of our management, the condensed consolidated financial
statements  reflect  all adjustments, of a normal and recurring nature, that are
necessary  to present fairly our financial position as of September 30, 2003 and
the results of our operations for the three and nine months ended, September 30,
2002  and  2003, and cash flows for the nine months ended September 30, 2002 and
2003.

     The  balance  sheet  at December 31, 2002 has been derived from the audited
financial  statements  at  that date but does not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements.  It  is  recommended  that  these  condensed consolidated
financial  statements  be  read  in  conjunction with the consolidated financial
statements  and notes as of and for the year ended December 31, 2002 included in
the  Company's  2002  annual report 10K. The interim results are not necessarily
indicative  of  the  results  for  a  full  year.

NOTE  B-EARNINGS  (LOSS)  PER  SHARE  (share and dollars in thousands, per share
amounts  not  in  thousands)

     The  computation  of  basic  and  diluted earnings (loss) per share for the
three  and  nine  months  ended  September  30,  2002  and  2003, is as follows:

<TABLE>
<CAPTION>
                                                   Three months           Nine months
                                                      ended                 ended
                                                  September  30,         September  30,
                                                 2002       2003        2002       2003
                                              ---------  ---- ----  ---------  ----------
Basic  Earnings  (Loss)  Per  Share
Net income (loss) available to nonredeemable
<S>                                           <C>        <C>        <C>        <C>
  common stockholders                         $     417  $   (971)  $   1,616  $  (1,005)
Average shares of nonredeemable common
  stock outstanding                                 832       845         830        839

Basic  earnings  (loss)  per share            $     .50  $  (1.15)  $    1.95  $   (1.20)

Diluted  Earnings  (Loss)  Per  Share
Net  income  (loss)  available  to
  nonredeemable common stockholders and
  assumed conversions                         $     417  $   (971)  $   1,616  $  (1,005)

Average shares of nonredeemable common
  stock outstanding                                 832       845         830        839
Stock  options  and  awards                         107         0         109          0
Conversion  of  redeemable  common  stock            16         0          16          0
                                              ---------  --------   ---------  ---------

Average shares of common stock
  outstanding and assumed conversions               955       845         955        839

Diluted  earnings (loss) per share            $     .44  $  (1.15)  $    1.69  $   (1.20)
</TABLE>

     The conversion of redeemable common stock and the issuance of stock options
were not assumed in the calculation of diluted earnings (loss) per share for the
three  and  nine  months  ended  September  30,  2003  because to do so would be
antidilutive  for  the  periods.

                                        7

<PAGE>

NOTE  C  -  WRITEDOWN  OF  LONG-TERM  ASSET

     As  a result of the termination of a consulting contract with a former CEO,
the  contractual  period  of  a  covenant  not to compete entered into with this
individual  has been accelerated.  The impairment of the value has resulted in a
write  down  of the asset and a loss in the amount of $822,000 pretax, reflected
in  the  income  (loss)  from  operations  for  the  2003  periods.

NOTE  D  -  LEGAL  MATTERS

     On  August  19, 2003, the Company filed a Petition for Declaratory Judgment
in Oklahoma County District Court against its former Chief Executive Officer and
a  former  member  of  the AmeriVision Board of Directors, Stephen Halliday, for
termination  and/or  reformation  of  the  Company's  Consulting  and Settlement
Agreement  with  Mr.  Halliday  and  its  related  promissory  note. The Company
contends  that  Mr.  Halliday  breached  his  duties under the Agreement and it,
therefore, has the right to terminate the compensation portion of the Agreement,
including  the  note  or  to  have  those  documents  reformed to reflect a more
reasonable  compensation  arrangement with Mr. Halliday. The case was removed to
the  United  States District Court for the Western District of Oklahoma, wherein
the Court dismissed the case for failure to state a claim for which relief could
be  granted.  The  case  is  currently on appeal with the United States Court of
Appeals  for  the  Tenth  Circuit.

     On  October  16,  2003,  Stephen  Halliday  filed a Complaint in the United
States  District  Court  for the Western District of Oklahoma for default in the
payment  of the Company's promissory note payable to him in conjunction with his
Consulting  and Settlement Agreement with the Company. He alleges that under the
terms  of  the  promissory note he is entitled to declare the full amount of the
promissory  note  immediately  due  and  payable.  There remains due and payable
$1,553,299  in  principal  as  of  August  10,  2003. The Company has denied the
allegations  in  the  Complaint  and  has  filed  its counter-claims against Mr.
Halliday  for  certain  breaches of fiduciary  duty,  negligence  and  breach of
contract.

     On August 20, 2003, a former CEO and former member of the AmeriVision Board
of  Directors,  John  E.  Telling,  filed  a  demand for arbitration against the
Company  claiming  breach  of  a certain Separation Agreement dated December 31,
1999,  between himself and the Company. The dispute involves the alleged failure
of AmeriVision to make the September and October monthly payments to Mr. Telling
of  $20,833  each.  The  Company  answered  the demand, denied liability and has
claimed  offsets  for  his  breach  of  the  Agreement.


     On  October  23,  2003,  Hebron  Communications  Corporation  filed suit in
Oklahoma  County  District  Court  against the Company for default in payment of
three  promissory  notes  aggregating  $2,377,770  in  principal  amount  as  of
September  30,  2003.  The  case  is  in  the very initial stages of litigation.

     On  November  6,  2003, the Company filed a Petition in the Oklahoma County
District  Court  against  its  primary lenders, LINC Credit, L.L.C. and Republic
Financial  Corporation  for  breach  of the parties' Forbearance Agreement dated
July  10,  2003.  On November 12, 2003, the Court issued a Temporary Restraining
Order  in  favor of the Company and scheduled a hearing for Motion for Temporary
Injunction.  The  Company  contends  the  defendants  have  breached the renewal
provision  of the Forbearance Agreement and has prematurely chosen to pursue its
remedies  under  the  Company's  primary  credit  facility.

NOTE  E  -  LINE  OF  CREDIT  ARRANGEMENTS

     On  February  4,  1999,  the Company obtained a line of credit (the "Credit
Facility")  from Coast Business Credit ("Coast"), a division of Southern Pacific
Bank,  a  California corporation. On August 6, 2002, the Company was notified by
Coast of its intention not to renew the Credit Facility following the occurrence
of  its  maturity date, January 30, 2003. During September 2002, the Company was
also  notified  of  an  event of default under the Credit Facility. The event of
default resulted from a greater decrease in the appraised value of the Company's
subscriber  base  than  allowed by the Credit Facility. As of December 31, 2002,
the  Company  was also in default of its debt service coverage ratio. Subsequent
to  year  end,  the  Company did receive a waiver of this default from Coast. On
February  7,  2003,  the  California  Division  of Financial Institutions closed
Southern  Pacific  Bank,  the  parent  company of Coast, and the Federal Deposit
Insurance  Corporation  ("FDIC")  was  named  receiver. The Company executed two
amendments  to  the  existing  Credit  Facility, whereby the FDIC as receiver of
Coast  agreed  to  forbear  from  taking any further actions against the Company
through May 31, 2003. The terms of the amendments included requirements that the
Company  would:  reduce the maximum borrowing under the Credit Facility to $14.1
million by May 31, 2003, pay certain fees, not make any payments to subordinated
note  holders,  and  follow  a  determined  plan  for  expenditures.

     On  May 14, 2003, the Credit Facility was sold to LINC Credit L.L.C. ("LINC
Credit")  The  Company  entered   into  a  forbearance  agreement  ("Forbearance
Agreement") with LINC Credit effective July 14, 2003.  The Forbearance Agreement
provides  for  the  Credit  Facility  to  remain in place and for LINC Credit to
forego  its remedies under the Credit Facility until September 30, 2003 at which
time  the  Forbearance Agreement may be extended for two additional months under
certain  conditions.  Upon termination of the Forbearance Agreement, LINC Credit
will  have the right, but not the obligation, to accelerate the repayment of the
entire  amount  outstanding  under  the  Credit  Facility.

     The Credit Facility carries an interest rate of prime plus 3.5%, adjustable
monthly, with a contractual floor of 9.0%. The stated interest rate at September
30,  2003  was 9.0%.  The Credit Facility is secured by substantially all of the
Company's assets, including accounts receivable and the Company's customer base.
Outstanding  balances  at  December  31,  2002 and September 30, 2003 were $13.7
million  and  $12.5  million  respectively.

     On  July  7,  2003,  the  amount  outstanding under the Credit Facility was
approximately  $12.1  million. Advances were made to the Company pursuant to the
Forbearance Agreement equal to the net amount of funds collected by LINC Credit,
primarily  from the Company's lockbox, for the period June 19, 2003 through July
14, 2003, less the sum of $300,000.  Advances from cash collected by LINC Credit
during  the  forbearance  period were reduced by $35,000 per week for the period
July  15,  2003  through August 29, 2003, and by $40,000 per week for the period
September  1, 2003 to September 30, 2003.  The Company is currently engaged in a
dispute  with  LINC Credit concerning the Forbearance Agreement. LINC Credit has
not  agreed  to  extend  the  forbearance period as required by the terms of the
Forbearance  Agreement.  The  Company  filed  a  law suit against LINC Credit on
November  6,  2003  alleging  among  other  claims that LINC Credit breached its
obligations  under  the Forbearance Agreement. On November 10, 2003, the Company
obtained  a  temporary restraining order prohibiting LINC Credit from taking the
Company's  cash  that  has  been  pledged as collateral for the credit Facility.

     Several  of  the  Company's  creditors  (the "Subordinated Creditors") have
agreed  to  accept  a subordinated position in favor of the issuer of the Credit
Facility.  Repayment of these obligations is limited as specified in the various
subordination  agreements  executed  by  the  Subordinated  Creditors. The total
outstanding  debt  owed  to the Subordinated Creditors as of September 30, 2003,
was  approximately  $4.7  million.

     The  Credit  Facility  contains  various financial and other covenants with
which  the  Company  must  comply, including restrictions on asset acquisitions,
restrictions  on  the  payment  of  dividends, and restrictions on principal and
interest  payments  to  the  Subordinated  Creditors.

                                        8

<PAGE>

     The  Company  believes  that  the  combination  of  continued  cost-cutting
measures,  revenue  enhancement  programs,  and  successful negotiation of a new
credit  facility  will  occur,  which  will  enable  the  Company to continue in
existence  as  a  going concern. Should the Board of Directors' and management's
plans  be  unsuccessful,  however,  the  Company  may  be  unable  to  meet  its
obligations  as they become due or continue in existence as a going concern. The
financial  statements  do  not  contain  any adjustments that might be necessary
should  the  Company  be  unable  to  continue  in existence as a going concern.


NOTE  F  -  FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS

     At  September  30,  2003,  the  Company  had  an  accumulated stockholders'
deficiency  of  $15.2  million  and  negative  working capital of $18.3 million.
Declining  billable minutes, lower rates, and elimination of certain other fees,
have  reduced  the  Company's  net  sales  from $50.4 million for the nine-month
period  ended  September 30, 2002, to $33.1 million for the same period in 2003.
In  addition,  as  discussed  in  Note D, the Credit Facility has matured and is
subject  to  the  terms  of  the Forbearance Agreement.   The Company is also in
default  to  certain  subordinated  and  non-subordinated  debt  holders with an
aggregate  outstanding  balance of approximately $5.5 million, some of which may
be  subject to legal challenge.  These debt holders may have the right to demand
payment  of  the  outstanding  balances,  plus  penalties  and accrued interest,
subject  to  the  terms of their agreements.  The Company has retained a finance
and restructuring consultant who is actively pursuing new financing alternatives
to  replace  both  its  Credit  Facility  and  a  portion  of  its debt holders.

     Management  plans to maintain the cost-cutting measures enacted in previous
years  and  continue  to  search  for  new  ways  to control expenses, including
negotiations  of  new  carrier contracts and improved collection procedures. The
Company  is  implementing  a series of initiatives and programs designed to help
increase  the  customer  base  resulting  in increased revenues. The Company has
begun  a  new agent program known as the "LifeLine Giving Network." In May 2003,
the  Company  finalized an agreement to resell a bundled telephone package which
includes  local  and  long distance service.   Also, in August, 2003 the Company
entered into an agreement with Motor Club of America Enterprises, Inc. to resell
their  motor  club  services.

     The  Company  believes  that  the  combination  of  continued  cost-cutting
measures,  revenue  enhancement  programs,  and  successful negotiation of a new
credit  facility  will  occur,  which  will  enable  the  Company to continue in
existence  as  a  going concern. Should the Board of Directors' and management's
plans  be  unsuccessful,  however,  the  Company  may  be  unable  to  meet  its
obligations  as they become due or continue in existence as a going concern. The
financial  statements  do  not  contain  any adjustments that might be necessary
should  the  Company  be  unable  to  continue  in existence as a going concern.


NOTE  G  -  PRIOR  PERIOD  ADJUSTMENTS

     In the 3rd quarter 2003, the Company determined that it had understated its
2002  liability  for  USF  fees  by $484,000 and excise taxes by $103,000, for a
total  understatement  of  liabilities  of  $587,000. The deferred tax effect of
these  adjustments  was $229,000. Accordingly, the Company has restated the 2002
Condensed  Consolidated  Balance Sheet and Statement of Stockholders' Deficiency
by reducing retained earnings (deficit) by $358,000. As the adjustments affected
the  2002  fourth quarter operating results, there was no impact upon previously
reported  results of operations for the three or nine-months ended September 30,
2002.


NOTE  H  -  STOCK  BASED COMPENSATION (share and dollars in thousands, per share
amounts  not  in  thousands)

     At  September  30,  2003,  the Company had several stock-based compensation
plans.  The Company accounts for those plans by using the intrinsic value method
described  in  Accounting  Principles Board Opinion No. 25, Accounting for Stock
Issued  to  Employees,  and  its  related  interpretations.  Accordingly,  no
compensation  expense  has  been  recognized  in  the  accompanying consolidated
financial  statements  because  all  options  granted  under  those plans had an
exercise  price  equal  to  or  greater  than the market value of the underlying
common  stock  on  the  date  of  the  grant.

     Financial  Accounting  Standards Board (FASB) Statement No. 123, Accounting
for  Stock-Based  Compensation,  and  FASB  Statement  No.  148,  Accounting for
Stock-Based  Compensation-  Transition  and  Disclosure-  an  Amendment  of FASB
Statement  No.  123,  require disclosures as if the Company had applied the fair
value method to employee awards rather than the intrinsic value method. The fair
value of stock-based awards to employees is calculated through the use of option
pricing  models,  which  were  developed for use in estimating the fair value of
traded  options,  which  do  not  have  any  vesting  restrictions and are fully
transferable. These models also require subjective assumptions, including future
stock  price  volatility and expected time to exercise, which greatly affect the
calculated values. No awards were granted in 2002 or 2003. Accordingly, there is
no  disclosure  of  the  fair  value  method  as compared to the intrinsic value
method.


                                        9

<PAGE>


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

FINANCIAL  CONDITION

     The  data  presented below should be read in conjunction with our condensed
consolidated  financial  statements  and  the  notes  thereto included elsewhere
herein.
<TABLE>
<CAPTION>
                                                  December 31,     September 30,
                                                      2002              2003
                                                      ----              ----
                                                     (000's)           (000's)
BALANCE  SHEET  DATA:
<S>                                                <C>              <C>
  Working  capital  (deficit)                      $  (18,968)      $  (18,349)
  Total long-term debt                             $    2,318       $    1,291
  Total stockholders' deficiency                   $  (14,251)      $  (15,165)
</TABLE>

GENERAL

     Since  1998,  we have experienced a decline in annual net sales from $124.2
million  in  1998  to  $64.1  million in 2002. The net sales for the nine months
ended  September  30,  2002  and  2003,  were  $50.4  million and $33.1 million,
respectively.  From  September  2002 to September 2003, subscribers with traffic
have  decreased  by 26%. To counteract the decline in revenue and subscribers we
have  implemented  several  significant  cost  cutting  strategies,  as  well as
strategies  to  increase  our  subscriber base and net revenues. The Company has
finalized  agreements  to  provide  local  service through a bundled package and
continues to explore opportunities for additional services to be marketed to its
client  base.

     Currently,  the  Company has a Credit Facility with LINC Credit, LLC, which
is  subject  to  a  Forbearance  Agreement,  dated July 14, 2003 (See, Note D to
Financial  Statements  -  Line  of  Credit  Arrangements).  We  continue to hold
discussions  with  our  lenders  concerning  refinancing our debt and to explore
other alternatives for financing our operations. To that end, we hired a Finance
and  Restructuring  consultant  in  July  to  assist  us in this process. We can
provide  no  assurance  that  we  will  be  successful  in refinancing our debt,
consummating  reorganization, or otherwise being able to meet our obligations as
they  become  due.  Therefore,  at  September 30, 2003, substantially all of our
long-term  debt  is classified as current. Unless these matters can be resolved,
there exists substantial doubt about our ability to continue as a going concern,
as  expressed  in  our  independent auditors' report included in our 2002 Annual
Report  on  Form  10-K.

     From  our  inception  through December 31, 2002 we have incurred cumulative
net operating losses totaling $12.1 million. During the years ended December 31,
2001  and  2002,  we  generated  net  income  of $3.4 million, and $1.0 million,
respectively.  The  improvements  of  net  income from operating activities were
primarily achieved as a result of reductions in operating expenses. For the nine
month  period ended September 30, 2003 our net loss was $1.0 million compared to
a  net  income  of $1.6 million for the same period in 2002. We have reduced our
accumulated  stockholders' deficiency from $25.8 million at December 31, 1997 to
$15.2  million  at  September 30, 2003. In addition to the net operating losses,
the  accumulated  deficit  was  partially  due to our declaration and payment of
quarterly  capital  distributions  to our stockholders during the period between
1994  and  1997,  totaling  $16.0  million,  and  our redemption of common stock
totaling  $4.7  million.

Our current liabilities exceeded our current assets by $19.0 million at December
31,  2002  and  $18.3  million  at September 30, 2003, mainly as a result of the
long-term  debt  being  classified  as  current.

     We  bill  our  customers  under  several  different methods. Some customers
receive  their  long  distance  bills directly from us. We also have billing and
collection  agreements with several of the regional bell operating companies, or
RBOCs.  Customers  who  are billed through the RBOCs receive their long distance
phone  bills  with  their  local  phone  bills  from  the  RBOC.


                                       10

<PAGE>

     Selling,  general  and administrative expenses include billing fees charged
by Local Exchange Carriers ("LECs") and other third party billing and collection
companies, bad debts, commissions to salespersons, advertising and telemarketing
expenses,  customer  service  and  support, and other general overhead expenses.

     Interest expense includes the cost of financing our accounts receivable and
asset  purchases,  which  includes  loans from our primary financial institution
under our  Credit  Facility.

     We have recognized a net deferred tax asset, primarily due to net operating
loss  carry-forwards  and  allowance  for  doubtful  accounts.

     In  1996,  the  FCC adopted regulations implementing the Telecommunications
Act  of  1996. To support universal service, carriers are required to contribute
certain  percentages  of their annual gross receipts to fund the High Cost Fund,
the  Schools  and Libraries Fund, and the Low Income Fund, collectively known as
the Universal Service Fund, or USF. The FCC has allowed carriers to offset these
charges  by passing them through to their customers at a percentage rate greater
than  what  is  charged to the carrier. Effective April 2003, the FCC has passed
additional  legislation  that  will  no  longer  allow  for additional markup to
customers  of  the  pass through liability. As a result, we have reduced our USF
charges  according to the quarterly rates set by the FCC. For the three and nine
month  period  ended  September  30,  2003,  our  net sales included USF fees of
$564,000  and  $2.0  million  before  taking  into  account  the  cost  of  such
telecommunications  service  of  $814,000  and  $1.7  million.


RESULTS  OF  OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE AND NINE MONTHS
ENDED  SEPTEMBER  30,  2003

     The  following  table  for  the  three and nine month periods indicated the
percentage  of  net  sales  represented  by  certain  items in our statements of
operations:

<TABLE>
<CAPTION>
                               Three Months Ended September 30   Nine Months Ended September 30,
                                       2002       2003                2002          2003
                                       ----       ----                ----          ----
<S>                                    <C>        <C>                 <C>          <C>
Net  sales                             100.0%     100.0%              100.0%       100.0%
                                       -----      -----               -----        -----
Operating  expenses:
  Cost of telecommunications service    43.2%      40.4%               43.9%        39.2%
  Selling, general & administrative
    expense                             45.0%      52.7%               43.6%        50.9%
  Depreciation and amortization
    expense                              3.7%       8.1%                3.3%         6.5%
  Writeoff of Long-term asset            0.0%       8.3%                0.0%         2.5%
                                       -----      -----               -----        -----
Total operating expenses                91.9%     109.6%               90.9%        99.1%
                                       -----      -----               -----        -----
Income  (loss)  from operations          8.1%      (9.6)%               9.1%          .9%
Interest  expense and other             (4.0)%     (5.0)%              (3.9)%       (5.4)%
                                       -----      -----               -----        -----
Income (loss) before income tax          4.1%     (14.6)%               5.2%        (4.5)%
Income  tax  expense  (benefit)          1.6%      (4.8)%               2.0%        (1.5)%
                                       -----      -----               -----        -----
Net  income  (loss)                      2.5%      (9.8)%               3.2%        (3.0)%
                                       =====      =====               =====        =====
</TABLE>

     Net  Sales: Net sales decreased 40% to $9.9 million for the current quarter
from  $16.5  million for the same quarter the year earlier.  Net sales decreased
34%  from $50.4 million for the nine months ended September 30, 2002 compared to
$33.1  million  for  the nine months ended September 30, 2003. This decrease was
the  result  of  fewer billable minutes being used by a smaller customer base as
well  as  a reduction in per minute charges to our customers and the termination
of  one  wholesale  customer that accounted for $1.7 million and $4.4 million of
net  sales for the three and nine months ended September 30, 2002 compared to $0
in  the  same  periods  in  the  current year. Total billable minutes, excluding
wholesale minutes, decreased 31% and 26% for the current quarter and nine months
ended  September  30,  2003  compared  to  the  same  periods  last  year.  From
September  2002  to  September  2003, subscribers with traffic have decreased by
26%.

                                       11

<PAGE>


     Our  new  rate plans are geared towards direct bill as we continue to build
our  customer  retention and brand awareness.   As of September 30, 2002, 41% of
our  customers  received a bill directly from us compared to 58% as of September
2003.

     Cost  of  Telecommunication  Services: Our cost of sales are variable costs
based  on  amounts paid to our providers for our customers' long distance usage,
as  well  as the amounts paid to providers for customer service and support. For
the  three  and  nine  months  ended  September  30,  2002,  the overall cost of
telecommunication  services  were 43.2% and 43.9% of net sales compared to 40.3%
and 39.2% of net sales for the same period in 2003, a 6.6% and 10.8% decrease in
these  costs  as  a  percentage  of  net  sales.

     During  the  three  and  nine  month  periods  ended September 30, 2002 and
September  30,  2003,  the cost of sales and relative percentage of costs to net
sales  was  as  follows:

<TABLE>
<CAPTION>
                                             Three Months Ended September 30,      Nine Months Ended September  30,
                                          --------------------------------------  ------------------------------------
                                                 2002               2003               2002               2003
                                         --------------------  -----------------  -----------------  -----------------
                                                   Percentage         Percentage         Percentage         Percentage
                                                      of                  of                 of                 of
                                           Amount  Net Sales   Amount  Net Sales  Amount  Net Sales  Amount  Net Sales
                                         --------
                                          (000's)            (000's)             (000's)             (000's)
                                         -------     -----   -------    -----    --------    -----   --------    ----
<S>                                      <C>         <C>     <C>        <C>      <C>         <C>     <C>         <C>
Switchless and switched operation costs  $ 6,394     38.7%   $ 2,938    29.8%    $ 19,380    38.5%   $ 10,530    31.8%
  PICC/USF fees                              588      3.5%       849     8.6%       2,220     4.4%      1,832     5.6%
Other  related  costs                        161      1.0%       194     2.0%         526     1.0%        598     1.8%
                                         -------     ----    -------    ----     --------    ----    --------    ----
    Totals                               $ 7,143     43.2%   $ 3,981    40.4%    $ 22,126    43.9%   $ 12,960    39.2%
                                         =======     ====    =======    ====     ========    ====    ========    ====
</TABLE>

     Overall  switchless and switched operation costs decreased $3.5 million and
$8.9  million  in  the  three  and  nine  month periods ended September 30, 2003
compared  to the same period in 2002, due to reduced carrier costs per minute, a
reduction  in  total  consumer  minutes  and  the  termination  of the wholesale
customer  relationship  described  previously.  In  November,  2003  the Company
finalized  an amendment with one of our carriers which resulted in a significant
decrease  in per minute charges.  The Company anticipates immediate savings from
this  amendment to be approximately $60,000 per month, with potential savings of
up  to  $300,000 per month as other existing customers are migrated over to this
carrier.

     Selling,  General  and  Administrative  Expenses:  Selling,  general  and
administrative  expenses  decreased  by  $2.2  million and $5.2 million from the
three and nine months ended September 30, 2002 to the same period in 2003, while
the relative percent of net sales increased by  17% and 17%.  This was primarily
due  to  fixed  costs  and the cost of manpower being divided over a reduced net
sales  amount. The significant components of selling, general and administrative
expenses  include  the  following:

<TABLE>
<CAPTION>
                                             Three Months Ended September 30,      Nine Months Ended September  30,
                                          --------------------------------------  ------------------------------------
                                                 2002               2003               2002               2003
                                         --------------------  -----------------  -----------------  -----------------
                                                   Percentage         Percentage         Percentage         Percentage
                                                      of                  of                 of                 of
                                           Amount  Net Sales   Amount  Net Sales  Amount  Net Sales  Amount  Net Sales
                                         --------
                                          (000's)            (000's)             (000's)             (000's)
                                         -------     -----   -------    -----    --------    -----   --------    ----
<S>                                      <C>         <C>     <C>        <C>      <C>         <C>     <C>         <C>
Billing  and  Collection Expenses        $ 2,182     13.2%   $  1,079   10.9%    $ 5,667     11.2%   $  4,014    12.1%
Advertising  and  Marketing  Expense         414      2.5%        176    1.8%      1,220      2.4%        620     1.9%
Sharing  with  Affinity  Partners          1,165      7.0%        708    7.2%      3,510      7.0%      2,332     7.0%
Salaries  &  Wages                         1,923     11.6%      1,757   17.8%      5,734     11.4%      5,227    15.8%
Other                                      1,762     10.7%      1,479   15.0%      5,856     11.6%      4,631    14.0%
                                         -------     ----    --------   ----     -------     ----    --------    ----
    Total                                $ 7,446     45.0%   $  5,199   52.7%    $21,987     43.6%   $ 16,824    50.8%
                                         =======     ====    ========   ====     =======     ====    ========    ====
</TABLE>

     Billing  and  Collection  Expenses: Billing and collection expenses include
the contractual billing fees and bad debts charged by LECs and other third party
billing  companies.  It  also includes bad debt charge-offs from our direct bill
customers.  The  efforts  to  collect  the  direct  bill  customer  accounts are
completed  by  internal  personnel.

                                       12

<PAGE>

     Advertising  and  Marketing  Expense: Advertising expense decreased for the
three  and  nine  months  ended  September  30,  2003  to $176,000 and $620,000,
compared  to $414,000 and $1.2 million for the same period in 2002. The decrease
was  primarily  due  to  more  focused  efforts  on  specific  marketing.

     Affinity Partner Relationships: Sharing with Affinity Partners decreased by
$457,000  and  $1.8  million  from the three and nine months ended September 30,
2003  compared to the same periods in 2002, due primarily to an overall decrease
in  net  sales.  During  the  three  months  ended  September  30, 2003, we made
approximately  2,500  monthly sharing distributions to Affinity Partners. During
the  nine months ended September 30, 2003, two groups representing four Affinity
Partners,  which accounted for 18% of our gross revenue for the period, notified
us  that  they  would no longer endorse our products or services. We expect that
the  loss  of  these  endorsements  will result in a loss of revenues from these
organizations  in  the future. However, in the second quarter of 2003, we signed
an  agreement  with a significant new Affinity Partner and, in the third quarter
of 2003, we signed agreements with two additional Affinity Partners representing
approximately  2.0  million  supporters.  We  continue  to  actively  pursue new
relationships  with  other  new  partners.

     Salaries and Wages:  Salaries and Wages  expenses decreased by $166,000 and
$507,000  for the three and nine months ended September 30, 2003 compared to the
same  period  in  2002,  due  primarily  to  reorganization  efforts.

     Other General and Administrative Expense:  Other general and administrative
expenses decreased by $283,000 and $1.2 million during the three and nine months
ended September 30, 2003 compared to the same period in 2002. The primary reason
for  these  decreases  was  due  to  increased  controls  on  expenses.

     Depreciation  and  Amortization:   Depreciation  and  amortization  expense
totaled  $809,000 and $2.2 million for the three and nine months ended September
30,  2003  compared  to  $608,000  and  $1.7 million in the same period in 2002.

     Interest  Expense and  Other  Finance Charges:  Interest  expense and other
finance  charges  decreased  by  25% and 8% to $505,000 and $1.8 million for the
three  and  nine  months  ended  September  30, 2003 compared to $668,000 and $2
million  in  the  same  periods  in  2002.  This  decrease  is attributable to a
reduction  in  our Credit Facility balance due to repayments from operating cash
flow.

     Income  Tax  Expense  (Benefit):  During  the  three  and nine months ended
September  30,  2003  we recorded deferred income tax benefits of ($659,000) and
($723,000) compared to deferred tax expense of $265,000 and $1.0 million for the
same  period  in  2002.  The  income  tax  benefits  recognized in the financial
statements  consist  primarily  of  the  deferred  tax  effects of the temporary
differences  between  the financial and tax basis of assets and liabilities, and
net  operating  loss  carry-forwards.

     Net Income (Loss):   During  the  three and nine months ended September 30,
2003  we reported net losses of $971,000 and $1.0 million compared to net income
of  $417,000  and $1.6 million for the three and nine months ended September 30,
2002.  $510,000 of the loss for the 2003 periods resulted from the write down of
a  long  term asset relating to the acceleration of the period of a covenant not
to  compete  entered  into  with  a  former  CEO.


FINANCIAL  CONDITION  AND  LIQUIDITY

     Our  working  capital  has  improved  by $619,000 from December 31, 2002 to
September  30,  2003  while  our cash increased by $1.3 million. During the same
period,  we  reduced  our  Credit  Facility  by  $1.2  million.

     Credit  Facility  and  Loans:  On  February 4, 1999, the Company obtained a
line  of  credit (the "Credit Facility") from Coast Business Credit ("Coast"), a
division  of Southern Pacific Bank, a California corporation. On August 6, 2002,
the  Company  was  notified  by  Coast  of its intention not to renew the Credit
Facility following the occurrence of its maturity date, January 30, 2003. During
September  2002,  the Company was also notified of an event of default under the
Credit  Facility.  The  event of default resulted from a greater decrease in the
appraised  value  of  the  Company's  subscriber base than allowed by the Credit
Facility.  As  of December 31, 2002, the Company was also in default of its debt
service coverage ratio. Subsequent to year end, the Company did receive a waiver
of  this  default  from  Coast.  On February 7, 2003, the California Division of
Financial  Institutions  closed  Southern  Pacific  Bank,  the parent company of
Coast,  and  the  Federal  Deposit  Insurance  Corporation  ("FDIC")  was  named
receiver.  The  Company executed two amendments to the existing Credit Facility,
whereby  the FDIC as receiver of Coast agreed to forbear from taking any further
actions  against  the  Company through May 31, 2003. The terms of the amendments
included requirements that the Company would: reduce the maximum borrowing under
the Credit Facility to $14.1 million by May 31, 2003, pay certain fees, not make
any  payments  to  subordinated  note  holders, and follow a determined plan for
expenditures.


                                       13

<PAGE>

     On  May 14, 2003, the Credit Facility was sold to LINC Credit L.L.C. ("LINC
Credit")   The  Company  entered  into  a  forbearance  agreement  ("Forbearance
Agreement") with LINC Credit effective July 14, 2003.  The Forbearance Agreement
provides  for  the  Credit  Facility  to  remain in place and for LINC Credit to
forego  its remedies under the Credit Facility until September 30, 2003 at which
time  the  Forbearance Agreement may be extended for two additional months under
certain  conditions.  Upon termination of the Forbearance Agreement, LINC Credit
will  have the right, but not the obligation, to accelerate the repayment of the
entire  amount  outstanding  under  the  Credit  Facility.

     The Credit Facility carries an interest rate of prime plus 3.5%, adjustable
monthly, with a contractual floor of 9.0%. The stated interest rate at September
30,  2003  was 9.0%.  The Credit Facility is secured by substantially all of the
Company's assets, including accounts receivable and the Company's customer base.
Outstanding  balances  at  December  31,  2002 and September 30, 2003 were $13.7
million  and  $12.5  million  respectively.

     On  July  7,  2003,  the  amount  outstanding under the Credit Facility was
approximately  $12.1  million. Advances were made to the Company pursuant to the
Forbearance Agreement equal to the net amount of funds collected by LINC Credit,
primarily  from the Company's lockbox, for the period June 19, 2003 through July
14, 2003, less the sum of $300,000.  Advances from cash collected by LINC Credit
during  the  forbearance  period were reduced by $35,000 per week for the period
July  15,  2003  through August 29, 2003, and by $40,000 per week for the period
September  1, 2003 to September 30, 2003.  The Company is currently engaged in a
dispute  with  LINC Credit concerning the Forbearance Agreement. LINC Credit has
not  agreed  to  extend  the  forbearance period as required by the terms of the
Forbearance  Agreement.  The  Company  filed  a  lawsuit  against LINC Credit on
November  6,  2003  alleging  among  other  claims that LINC Credit breached its
obligations  under  the Forbearance Agreement. On November 10, 2003, the Company
obtained  a  temporary restraining order prohibiting LINC Credit from taking the
Company's  cash  that  has  been  pledged as collateral for the credit Facility.

     Several  of  the  Company's  creditors  (the "Subordinated Creditors") have
agreed  to  accept  a subordinated position in favor of the issuer of the Credit
Facility.  Repayment of these obligations is limited as specified in the various
subordination  agreements  executed  by  the  Subordinated  Creditors. The total
outstanding  debt  owed  to the Subordinated Creditors as of September 30, 2003,
was  approximately  $4,700,000.

     The  Credit  Facility  contains  various financial and other covenants with
which  the  Company  must  comply, including restrictions on asset acquisitions,
restrictions  on  the  payment  of  dividends, and restrictions on principal and
interest  payments  to  the  Subordinated  Creditors.

     The Company is actively pursuing other available financing options that may
be available. As discussed further in Note E to the financial statements, if the
Company  is  not successful in obtaining alternative financing, there could be a
material  adverse effect on the Company's ability to continue as a going concern
and  to  meet  its  obligations  as  they  come  due.

     As  a  result  of  the  Company's  default under the Credit Facility, Coast
required  the  Company  to  stop  payment  to  the  Subordinated  Creditors, and
consequently  the  Company is in default of $502 million principal amount of our
subordinated  and  certain non-subordinated notes, which may be subject to legal
challenge.  WLWWallace  L.  Walcher-1501859072Need verbage that he has exercised
this  option  and  the  company  is  challenging it. A  non-subordinated  lender
presently  may  have  the  right,  but  not  the  obligation,  to accelerate the
repayment of the entire $1.6 million principal balance and related penalties and
interest outstanding under these notes, which may be subject to legal challenge.
The  subordinated  lenders  also  may  have the right to demand repayment of the
entire  $3.9  million  principal  balance  and  related  penalties  and interest
outstanding  under  these  notes, subject to notification to and prior rights of
the secured creditor.  Certain of our subordinated note holders have expressed a
desire  to  accelerate  the  repayment  of  their  notes.


                                       14

<PAGE>

CASH  FLOWS

Operating  Activities

     Significant  uses  of  cash  in operating activities during the nine months
ended  September  30,  2003 include a net loss of 1.0 million, and a decrease in
accounts  payable and accrued expenses of $2.0 million.  A significant source of
cash  in  operating activities for 2003 was a decrease in accounts receivable of
$3.0  million.  We  also  generated  cash  from  operations by recording certain
non-cash expenses, principally depreciation and amortization of $2.2 million and
other  non-cash  expenses  of  $910,000.

     Significant  uses of cash for operating activities during nine months ended
September  30,  2002  included an increase in accounts receivable of $906,000. A
significant source of cash for operating activities during the nine months ended
September 30, 2002 includes an increase in accounts payable and accrued expenses
of  $1.2 million. We also generated cash from operations by recording net income
of  $1.6  million,  deferred  income  tax  expense  of $1.0 million, and certain
non-cash  expenses,  principally  depreciation and amortization of $1.3 million.

Investing  Activities

     Our  investing  activities  during the nine months ended September 30, 2002
and  2003  consisted  of  property  and  equipment purchases of $1.2 million and
$1,000,  respectively.

Financing  Activities

     During  the  nine  months  ended  September  30,  2002  and 2003, financing
activities  used  $3.9 million and 1.7 million in cash. The most significant use
of cash was the repayments of notes, leases payable, and reduction of our Credit
Facility.  The  repayment  of  loans  to  related  parties  totaled $462,000 and
$375,000  for  the  nine  months  ended  September  30,  2002  and  2003.



                                       15

<PAGE>


OTHER  MATTERS

Intangible  Assets

     We  amortize  intangible  assets representing covenants not to compete on a
straight-line  basis over their contractual periods ranging up to five years. At
each  balance  sheet  date,  we  assess  whether  there  has  been any permanent
impairment  in the value of these intangible assets such as an occurrence of the
breach  of  the agreement. The factors considered by us include if any breach in
the  agreements  has  occurred.  As  a result of the termination of a consulting
contract  with a former CEO, the contractual period of a covenant not to compete
entered  into  with this individual has been accelerated.  The impairment of the
value  has  resulted  in  a  write down of the asset and a loss in the amount of
$822,000  pretax,  reflected  in  the  income  from  operation  for  the period.

Inflation  and  Changing  Prices

     Telecommunications revenues do not necessarily track the changes in general
inflation.  Rather, they tend to respond to the level of activity on the part of
the  telecommunications  industry  in  combination  with the number of competing
companies.  Capital  and  operating  costs  are influenced to a larger extent by
specific price changes in the telecommunications industry and to a lesser extent
by  changes  in  general  inflation.

Forward-Looking  Information

     This  report  contains  forward-looking statements and information that are
based  on  the  beliefs  of  our  management  as well as assumptions made by and
information  currently  available  to  management.  All  statements  other  than
statements of historical fact included in this Report constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995,  including  but  not  limited   to  statements  identified  by  the  words
"anticipate,"   "believe,"  "intend,"   "estimate"  and  "expect"   and  similar
expressions.  Such  statements  reflect our current views with respect to future
events,  based  on  what  we  believe  are reasonable assumptions; however, such
statements  are  subject to certain risks, uncertainties and assumptions. Should
one  or  more  of these risks or uncertainties materialize, or should underlying
assumptions  prove  incorrect,  actual results may vary materially from those in
the  forward-looking  statements.  We  disclaim  any  intention or obligation to
update  or  review  any  forward-looking statements or information, whether as a
result  of  new  information,  future  events  or  otherwise.

Item  3.  Quantitative  and  Qualitative  Disclosure  about  Market  Risk

     We  are  not  exposed  to  market  risk  from  the  changes  in  marketable
securities,  as  we  have  no  such  instruments.

     Inflation  generally  affects us by increasing our cost of labor, equipment
and  new materials. We do not believe that inflation has had any material effect
on  our  results  of  operations  during the three and nine month periods ending
September  30,  2002  and  2003.

     We are exposed to future earnings or cash flow fluctuations from changes in
interest  rates  on  borrowings under our Credit Facility since amounts borrowed
under  the  Credit  Facility  accrue interest at a fluctuating rate equal to the
prime lending rate plus 3.5%. Our stated interest rate at September 30, 2003 was
9.0%,  which  represents the floor rate of our Credit Facility. At September 30,
2003  we  had  $12.2  million  of  outstanding debt bearing interest at floating
rates.  Market  risk is estimated as the potential increase in interest rate for
borrowing  under  our Credit Facility resulting from an increase in prime. Based
on  borrowings  under  our Credit Facility at September 30, 2003, a hypothetical
increase of one percentage point in prime would increase our interest expense on
an  annual  basis  by  $122,000.

     The  borrowings  under  our  Credit  Facility  are  in  accordance with the
Forbearance Agreement, which specifies a fixed interest rate of 9%. As a result,
the  Company  is not exposed to future earnings or cash flow fluctuations due to
changes  in  interest  rates

     Our operations are all originated within the United States and we therefore
conduct  all  business  transactions  in  U.S.  dollars.


                                       16

<PAGE>


Item  4.  Controls  and  Procedures

     Within  the 90-day period prior to the filing of this report, an evaluation
was  performed  under  the   supervision  and  with  the  participation  of  our
management,  including the Chief Executive Officer (CEO) and the Chief Financial
Officer  (CFO),  of  the  effectiveness  of  the  design  and  operation  of our
disclosure  controls  and  procedures  (as  defined  in Rule 13a-15(e) under the
Securities  and Exchange Act of 1934). Based on that evaluation, our management,
including the CEO and CFO, concluded that our disclosure controls and procedures
were  effective.

























                                       17


<PAGE>


                           PART II. OTHER INFORMATION


Item  1.  Legal  Proceedings

     The  information  called  for  by  this  Item is provided in Note D - LEGAL
MATTERS,  included  in  the Notes to Condensed Consolidated Financial Statements
included  under  Part  1,  Item  1,  Financial  Statements of this report, which
information  is  incorporated  by  reference  into  this  item.


Item  2.  Changes  in  Securities  and  Use  of  Proceeds

     In  June  2003,  we  issued  12,000  shares of common stock to the Board of
Directors  for  their  service  to  the  Company.


Item  3.  Default  upon  Senior  Securities

     We  are currently in a "Permitted Event of Default" of our Credit Facility,
as  that  term is defined in our Forbearance Agreement.  Our existing "Permitted
Event  of  Default" of our Credit Facility has been waived pursuant to the terms
of  the  Forbearance  Agreement  with  our  primary  lender.


Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

     On  July 31, 2003, the company held its annual meeting of shareholders.  At
that  meeting,  nine directors were nominated as set forth in management's proxy
material, along with one nomination from the floor.  Nine directors were elected
by  plurality  vote.  They  were:

Tom  Choquette
David  Clark
Sharon  Freeny
Wilbur  Fullbright
Belarmino  Gonzalez
Kenneth  Guthrie
Curtis  Nestegard
Art  Richardson
Wallace  Walcher

     Appointment  of  the  independent  auditors  was  ratified.

Item  5.  Other  Information

     Agreements  with  Carriers.  In  2003,  we lowered our transmission service
costs  and  resolved  certain  billing  disputes and claims that we had with our
vendors.



                                       18

<PAGE>

Item  6.  Exhibits  and  reports  on  Form  8-K

(a)     Exhibits

Exhibit
Number                              Description
-------                             -----------

3.1              Certificate  of  Incorporation  of  the  Registrant  (which  is
                 incorporated herein by reference to Exhibit 3.1 to Registrant's
                 Form 10 registration  statement,  filed  October15,  1999)
3.2              Amended  and  Restated  Bylaws  of  the  Registrant  (which  is
                 incorporated   herein   by   reference  to  Exhibit  3.2(ii) to
                 Registrant's Second Quarter Form 10-Q, filed August  19,  2002)
4.1              Form  of  certificate  representing  shares of the Registrant's
                 common stock  (which  is  incorporated  herein  by reference to
                 Exhibit 4.1 to Registrant's  Form  10  registration  statement,
                 filed  October  15,  1999)
4.2              Form  of  Type C  Redemption  Agreement  (which is incorporated
                 herein by  reference  to  Exhibit  4.4  to Registrant's Form 10
                 registration statement, filed  October  15,  1999)
4.3              Form  of  Type D  Redemption Agreement  (which is  incorporated
                 herein by  reference  to  Exhibit  4.5  to Registrant's Form 10
                 registration statement, filed  October  15,  1999)
4.4              Form  of  Convertible  Note  (which  is  incorporated herein by
                 reference  to  Exhibit 4.6 to Registrant's Form 10 registration
                 statement, filed October 15, 1999)
4.5              Promissory Note dated April 20, 1999, payable by the Registrant
                 to John Damoose (which  is  incorporated  herein  by  reference
                 to Exhibit 4.8 to Registrant's Form 10 registration  statement,
                 filed  October  15,  1999)
4.7              Promissory Note dated April 20, 1999, payable by the Registrant
                 to C.A.S.E.  (which  is  incorporated  herein  by  reference to
                 Exhibit  4.  to Registrant's Form  10  registration  statement,
                 filed  October  15,  1999)
4.8              Form  of Subordinated Note dated February  1,  2001.  (which is
                 incorporated herein by reference to Exhibit 4.8 to Registrant's
                 2002 Form 10-K, filed  April  15,  2003)
4.8.1            List of Subordinated  Notes  dated  February 1, 2001. (which is
                 incorporated   herein  by   reference   to   Exhibit 4.8.1   to
                 Registrant's 2002 Form 10-K,  filed  April  15,  2003)
4.9              Promissory  Note  dated  November  15,  2001,  payable  by  the
                 Registrant to  Larry  J. Geringer (which is incorporated herein
                 by reference to Exhibit 4.9 to  Registrant's  2002  Form  10-K,
                 filed  April  15,  2003)
4.10             Promissory   Note  dated  November 15, 2001,  payable  by   the
                 Registrant  to  Tineke  C.  Geringer.  (which  is  incorporated
                 herein by reference to Exhibit 4.10 to Registrant's  2002  Form
                 10-K,  filed  April  15,  2003)
4.11             Form of Subordinated Tranche  'B'  and  'C'  Note Payable dated
                 February 15, 2000.  (which is incorporated herein  by reference
                 to  Exhibit 4.11  to  Registrant's 2002 Form  10-K, filed April
                 15,  2003)
4.11.1           List of  Subordinated  Tranche  'B' and 'C' Note Payables dated
                 February  15, 2000.  (which is incorporated herein by reference
                 to  Exhibit 4.11.1  to  Registrant's  2002   Form  10-K,  filed
                 April  15,  2003)
9.1              Freeny  Voting  Trust  Agreement,  dated  September 1, 2001, by
                 and among  the   Registrant, Tracy C. Freeny and Sharon Freeny,
                 as beneficiaries, and David Clark,  Russell  Beaty,  and  David
                 Thompson,  as  trustees   (which  is   incorporated  herein  by
                 reference  to Exhibit  10.30 to Registrant's 2001 Third Quarter
                 Form  10-Q,  filed  December  28,  2001)
10.1             Loan  and  Security  Agreement  dated  as  of  February 4, 1999
                 between  the  Registrant  and   Coast  Business  Credit  (which
                 is  incorporated  herein  by  reference  to  Exhibit 10.18   to
                 Registrant's Form 10 registration statement, filed October  15,
                 1999)
10.1.1           Amendment Number One to Loan and Security Agreement dated as of
                 October  12,  1999  between  the  Registrant and Coast Business
                 Credit (which is incorporated herein by  reference  to  Exhibit
                 10.18.1 to Registrant's Form 10 registration  statement,  filed
                 October  15,  1999)
10.1.2           Amendment Number Two to Loan and Security Agreement dated as of
                 May  10,  2000  between   the  Registrant  and  Coast  Business
                 Credit (which is incorporated herein  by reference  to  Exhibit
                 10.18.2 to Registrant's Form 10 registration  statement,  filed
                 July  10,  2000)

                                       19

<PAGE>


Exhibit
Number                              Description
------                              -----------

10.1.3           Amendment Number  Three to Loan and Security Agreement dated as
                 of  December 19, 2001 between the Registrant and Coast Business
                 Credit (which is incorporated herein  by  reference  to Exhibit
                 10.1.3 to Registrant's 2001 Form 10-K, filed, April  16,  2002)
10.1.4           Amendment Number Four to Loan and Security Agreement  dated  as
                 of March 22, 2002  between  the  Registrant  and Coast Business
                 Credit. (which is incorporated herein by  reference  to Exhibit
                 10.1.4 to Registrant's 2002 Form 10-K, filed  April  15,  2003)
10.1.5           Amendment Number Five to  Loan and Security Agreement  dated as
                 of November 26, 2002  between the Registrant and Coast Business
                 Credit. (which is incorporated herein by  reference  to Exhibit
                 10.1.5 to Registrant's 2002 Form 10-K, filed  April  15,  2003)
10.1.6           Amendment Number Six to Loan and Security Agreement dated as of
                 January  31,  2003  between  the  Registrant and Coast Business
                 Credit. (which is incorporated herein by  reference  to Exhibit
                 10.1.6 to Registrant's 2002 Form 10-K, filed  April  15,  2003)
10.1.7           Waiver of Event of Default on Loan and Security Agreement dated
                 as of February  27,  2003  between  the  Registrant  and  Coast
                 Business Credit. (which is  incorporated herein by reference to
                 Exhibit 10.1.7 to Registrant's 2002 Form 10-K, filed April  15,
                 2003)
10.2             Settlement Agreement,  dated  as  of  August 31, 2001,  by  and
                 between  the   Registrant   and   Tracy  C.  Freeny   (which is
                 incorporated   herein  by    reference  to   Exhibit 10.28   to
                 Registrant's  2001  Third Quarter Form 10-Q, filed December 28,
                 2001)
10.3**           Consulting Agreement,  dated  as  of  September 1, 2001, by and
                 between  the  Registrant   and   Tracy  C.  Freeny   (which  is
                 incorporated   herein   by   reference   to  Exhibit  10.29  to
                 Registrant's  2001 Third Quarter Form 10-Q, filed December  28,
                 2001)
10.4             Confidentiality Agreement,  effective as of August 31, 2001, by
                 and between  the   Registrant  and  Tracy  C. Freeny  (which is
                 incorporated  herein  by   reference   to   Exhibit  10.31   to
                 Registrant's  2001 Third Quarter Form 10-Q, filed December  28,
                 2001)
10.5             Promissory  Note  dated  September  1,  2001,  payable  by  the
                 Registrant to  Tracy C. Freeny (which is incorporated herein by
                 reference to  Exhibit 10.32 to Registrant's 2001 Third  Quarter
                 Form  10-Q,   filed  December  28,  2001) 10.6**   Amended  and
                 Restated Employment Agreement, dated as of May 24, 2000 between
                 the Registrant and  Stephen  D. Halliday (which is incorporated
                 herein by reference to Exhibit  10.3  to  Registrant's  Form 10
                 registration statement, filed July  10,  2000),  which  may  be
                 subject to legal challenge.
10.8             Asset Purchase Agreement, dated  as  of  April  30, 1999, among
                 Hebron,  AmeriVision,   Tracy  Freeny,  Carl Thompson and S. T.
                 Patrick (which is incorporated herein by reference  to  Exhibit
                 10.13  to Registrant's Form 10  registration  statement,  filed
                 October  15,  1999)
10.9             Lease/License Agreement,  dated  as  of  April 30, 1999 between
                 Hebron  and  AmeriVision  (which  is  incorporated   herein  by
                 reference to Exhibit 10.14 to Registrant's Form 10 registration
                 statement,  filed  October  15,  1999)
10.10            Form of Promissory Note payable  by AmeriVision to Hebron (form
                 to  be  used  with  respect  to  Switch Note and Internet Note)
                 (which is incorporated herein by  reference  to  Exhibit  10.15
                 to  Registrant's Form 10 registration statement  filed  October
                 15  1999)
10.11            Promissory  Note  dated  February  1,  1999,  in  the  original
                 principal amount of $2,274,416 payable by AmeriVision to Hebron
                 (which is incorporated herein by  reference  to  Exhibit  10.16
                 to  Registrant's Form 10 registration statement, filed  October
                 15,  1999)
10.12            Capital Stock Escrow  and Disposition Agreement dated April 30,
                 1999 among Tracy C. Freeny, Hebron and Bush Ross Gardner Warren
                 & Rudy, P.A.  (which  is  incorporated  herein  by reference to
                 Exhibit 10.17 to Registrant's Form 10  registration  statement,
                 filed  October  15,  1999)
10.13**          Letter  Agreement  dated  as  of  December 31, 1999 between the
                 Company  and  John  Telling  (which  is  incorporated herein by
                 reference to Exhibit 10.24 to Registrant's Form 10 registration
                 statement, filed July 10, 2000)


                                       20

<PAGE>

Exhibit
Number                              Description
------                              -----------

10.14**          Stock Incentive Plan (which is incorporated herein by reference
                 to  Exhibit  10.27   to   Registrant's  Form  10   registration
                 statement, filed July 10, 2000)
10.15            Acknowledgement and Agreement, dated as January 1, 2002 between
                 the Registrant and Stephen D. Halliday (which  is  incorporated
                 herein by  reference  to  Exhibit  10.1  to  Registrant's  2002
                 Form 10-Q, filed August 19, 2002),  which  may  be  subject  to
                 legal  challenge.
10.16            Consulting and Settlement  Agreement,  dated as January 1, 2002
                 between  the  Registrant  and  Stephen  D.  Halliday  (which is
                 incorporated   herein   by   reference   to   Exhibit 10.1  to
                 Registrant's  2002 Form 10-Q, filed August 19, 2002), which may
                 be  subject  to  legal  challenge.
10.17            Promissory Note, dated  as July 10, 2002 between the Registrant
                 and  Stephen D. Halliday  (which  is  incorporated  herein   by
                 reference  to Exhibit 10.1  to  Registrant's  2002  Form  10-Q,
                 filed  August  19,  2002),  which  may  be  subject  to   legal
                 challenge.
10.18            Confidentiality  and  Non-Competition  Agreement, dated as June
                 26, 2002  between  the  Registrant   and   Stephen  D. Halliday
                 (which is incorporated  herein by  reference to Exhibit 10.1 to
                 Registrant's 2002 Form 10-Q, filed August 19, 2002), which  may
                 be  subject  to  legal  challenge.
10.21**          Consulting  Agreement  dated   October  1,  2002   between  the
                 Registrant and  Task Force 3, LLC (which is incorporated herein
                 by  reference to  Exhibit  10.21  to  Registrant's  2002   Form
                 10-K,  filed  April  20,  2003)
10.22**          Employment  Agreement   dated  January  31,  2002  between  the
                 Registrant   and   Al  Jones  (which is  incorporated herein by
                 reference to Exhibit 10.22  to  Registrant's  2002  Form  10-K,
                 filed  April  20,  2003)
10.23**          Employment  Agreement  dated  November  11,  2002  between  the
                 Registrant  and  Robert Cook  (which is  incorporated herein by
                 reference to Exhibit 10.23  to  Registrant's  2002  Form  10-K,
                 filed  April  20,  2003)
10.24            Telecommunications Services  Agreement  dated April 20, 1999 by
                 and between  the  Registrant  and  WorldCom  Network  Services,
                 Inc.  (which  is incorporated herein  by reference  to  Exhibit
                 10.19  to Registrant's Form 10  registration  statement,  filed
                 October  15,  1999)
10.24.1(+)       Telecommunications  Services  Agreement  Amendment  14    dated
                 January  16, 2003  by  and  between the Registrant and WorldCom
                 Network  Services,  Inc.  (which  is  incorporated  herein   by
                 reference  to  Exhibit  10.24.1   to  Registrant's  2003   Form
                 10Q,  filed  July  31,  2003.
10.24.2(+)       Telecommunications  Services  Agreement  Amendment  15    dated
                 November  26,  2002 by  and between the Registrant and WorldCom
                 Network  Services,  Inc.  (which  is  incorporated   herein  by
                 reference   to  Exhibit  10.24.2  to  Registrant's  2003   Form
                 10Q,  filed  July  31,  2003.
10.24.3(+)       Telecommunications  Services  Agreement    Amendment  16  dated
                 January 17,  2003  by  and  between the Registrant and WorldCom
                 Network  Services,  Inc.  (which   is  incorporated  herein  by
                 reference  to  Exhibit  10.24.3 to Registrant's 2003 Form  10Q,
                 filed  July  31,  2003.
10.25            Program  Enrollment Terms  dated  April 20, 1999 by and between
                 the  Registrant  and  WorldCom Network Services, Inc. (which is
                 incorporated   herein  by   reference  to   Exhibit  10.20   to
                 Registrant's Form 10 registration statement, filed October  15,
                 1999)
10.25.1(+)       Amended  and  Restated Program Enrollment  Terms dated November
                 11, 2001 by  and  between  the  Registrant and WorldCom Network
                 Services, Inc. (which  is  incorporated  herein by reference to
                 Exhibit 10.25.1 to Registrant's 2002  Form  10-K,  filed  April
                 20,  2003)
10.26            Security Agreement dated  April  20,1999  by  and  between  the
                 Registrant  and  WorldCom  Network  Services,  Inc.  (which  is
                 incorporated   herein   by   reference   to  Exhibit  10.20  to
                 Registrant's Form 10 registration statement, filed October  15,
                 1999)
10.27(+)         Master Service Agreement  dated October 18, 2002 by and between
                 the  Registrant and  Broadwing  Communications  Services,  Inc.
                 (which  is incorporated herein by reference to Exhibit 10.27 to
                 Registrant's 2002 Form 10-K,  filed  April  20,  2003)
10.28            Lease agreement dated  January  1,  2000,  by  and  between the
                 Registrant  and  Hebron Communications Corporation.  (which  is
                 incorporated   herein   by   reference   to  Exhibit  10.28  to
                 Registrant's 2003 Form 10Q, filed July 31, 2003.
10.29            Lease agreement dated  November  18,  2002,  by and between the
                 Registrant  and  Hebron Communications Corporation.  (which  is
                 incorporated  herein   by   reference   to   Exhibit  10.29  to
                 Registrant's 2003 Form 10Q, filed July 31, 2003.
10.30            Forbearance Agreement dated  July  14, 2003, by and between the
                 Registrant and Continental Business Credit,  Textron  Financial
                 Corporation, Republic  Financial  Corporation, and LINC Credit,
                 L.L.C.  (which is  incorporated herein  by reference to Exhibit
                 10.30 to Registrant's 2003 Form 10Q, filed August 14,  2003.
10.31(+)         Special  Rate  Amendment  No.  17  dated  June 11, 2003  by and
                 between  the  Registrant  and  MCI WorldCom Network.  (which is
                 incorporated  herein   by  reference   to   Exhibit  10.31   to
                 Registrant's 2003 Form 10Q, filed August 14, 2003.
31.1*            Certification of  President  and  Chief  Executive  Officer  of
                 Amerivision  Communication,  Inc.
31.2*            Certification of Vice  President and Chief Financial Officer of
                 Amerivision  Communication,  Inc.
32.1*            Certification of the  President  and  Chief  Executive  Officer
                 pursuant  to  18  U.S.C.   1350
32.2*            Certification of the Vice President and Chief Financial Officer
                 pursuant  to  18  U.S.C.   1350

------------------------------------------------
*     Filed  herewith
**    Compensatory  contract
(+)   Confidential  treatment  requested


                                       21

<PAGE>

(b)     Reports  on  Form  8-K

        None.


                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities and Exchange Act of 1934,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                AMERIVISION  COMMUNICATIONS,  INC.


DATE:  NOVEMBER 19, 2003        By:/s/Robert  D.  Cook
                                   ---------------------------------------------
                                   Robert  D.  Cook,  President  and  Chief
                                     Executive  Officer


                                By:/s/  Randall  W.  Muth
                                   ---------------------------------------------
                                   Randall  W.  Muth,  Chief  Financial  Officer



                                       22