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

                                    FORM 10-Q

[X]               Quarterly Report Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934. For the quarterly period
                  ended March 31, 2002.

[ ]               Transition Report Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934. For the transition period
                  from ___________ to _________________.


                         Commission file number 0-27683


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


                    OKLAHOMA                                    73-1378798
          (State or other jurisdiction                       (I.R.S. Employer
        of incorporation or organization)                  Identification No.)

        5900 MOSTELLER DRIVE, SUITE 1600                          73112
             OKLAHOMA CITY, OKLAHOMA                            (Zip Code)
    (Address of principal executive offices)


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

                                 NOT APPLICABLE
         (Former name, former address and former fiscal year, if changed
                               since last report)


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

At April 30, 2002, there were 847,403 shares of Common Stock of the Company.



<PAGE>

                        AMERIVISION COMMUNICATIONS, INC.

                                      INDEX


<Table>
<Caption>
                                                                                                           PAGE NO.
<S>          <C>                                                                                           <C>
PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements

             Consolidated Balance Sheets - March 31, 2002 (unaudited) and December 31, 2001................     1

             Consolidated Statements of Operations (unaudited) - Three months ended March 31,
             2002 and 2001 ................................................................................     2

             Consolidated Statements of Deficiency for the year ended December 31, 2001 and three
             months ended March 31, 2002 (unaudited).......................................................     3

             Consolidated Statements of Cash Flows (unaudited) - Three months ended March 31, 2002 and
             2001..........................................................................................     4

             Notes to Consolidated Financial Statements (unaudited)........................................     5

Item 2.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations.........................................................................     6

PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings.............................................................................    11

Item 2.      Changes in Securities and Use of Proceeds.....................................................    11

Item 3.      Submission of Matters to a Vote of Security Holders...........................................    11

Item 6.      Exhibits and reports on Form 8-K..............................................................    11

Signatures.................................................................................................    12

Index to Exhibits..........................................................................................    13
</Table>



                                        i
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        AMERIVISION COMMUNICATIONS, INC.

                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)
                  (Information at March 31, 2002 is unaudited)

<Table>
<Caption>
                                                                                        DECEMBER 31,     MARCH 31,
                                                                                            2001            2002
                                                                                        ------------    ------------
<S>                                                                                     <C>             <C>
                                                    ASSETS
CURRENT ASSETS
     Cash ...........................................................................   $      1,743           1,890
     Accounts receivable ............................................................         10,944           9,849
     Prepaid expenses and other current assets ......................................            530             821
                                                                                        ------------    ------------
               Total current assets .................................................         13,217          12,560

Property and equipment, net .........................................................          2,939           2,729
Net deferred income tax benefits ....................................................          2,310           1,826
Covenants not to compete, net .......................................................          1,030             904
Other assets ........................................................................            639             623
                                                                                        ------------    ------------
               Total assets .........................................................   $     20,135    $     18,642
                                                                                        ============    ============

                                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
     Revolving line of credit .......................................................   $     18,573    $     16,343
     Accounts payable and accrued expenses ..........................................          8,921           9,094
     Current portion of other notes payable and capital lease obligations ...........          2,297           2,172
     Loans and notes payable to related parties, current portion ....................          2,737           2,743
     Short-term notes payable to individuals ........................................            324             311
                                                                                        ------------    ------------
               Total current liabilities ............................................         32,852          30,663
                                                                                        ------------    ------------

Long-term debt to related parties, net of current portion ...........................          1,172           1,108
                                                                                        ------------    ------------
Long-term debt, net of current portion ..............................................            190             139
                                                                                        ------------    ------------
Redeemable common stock, carried at redemption value ................................          1,597           1,597
                                                                                        ------------    ------------
Common stock subject to rescission ..................................................          1,304           1,304
                                                                                        ------------    ------------

STOCKHOLDERS' DEFICIENCY
     Common stock, $010 par value, 1,000,000 shares authorized; shares issued
           and outstanding at March 31, 2002 and December 31, 2001 of 824,815,
           net of 15,537 redeemable shares ..........................................             82              82
     Additional paid-in capital .....................................................          9,275           9,286
     Unearned compensation ..........................................................            (14)             --
     Retained earnings (deficit) ....................................................        (26,323)        (25,537)
                                                                                        ------------    ------------
           Total stockholders' deficiency ...........................................        (16,980)        (16,169)
                                                                                        ------------    ------------

           Total liabilities and stockholders' deficiency ...........................   $     20,135    $     18,642
                                                                                        ============    ============
</Table>



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



                                       1
<PAGE>

                        AMERIVISION COMMUNICATIONS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

<Table>
<Caption>
                                                             THREE MONTHS ENDED
                                                                  MARCH 31
                                                        ----------------------------
                                                            2001            2002
                                                        ------------    ------------
<S>                                                     <C>             <C>
REVENUES
   Net sales ........................................   $     21,704    $     16,375
                                                        ------------    ------------

OPERATING EXPENSES
   Cost of telecommunication services ...............          9,107           6,541
   Selling, general and administrative expenses .....         10,077           7,334
   Depreciation and amortization ....................            894             536
                                                        ------------    ------------
      Total operating expenses ......................         20,078          14,411
                                                        ------------    ------------

         Income from operations .....................          1,626           1,964
                                                        ------------    ------------

OTHER INCOME (EXPENSE)
   Interest expense .................................         (1,000)           (576)
   Interest expense to related parties ..............           (127)           (126)
   Other income .....................................             21               8
                                                        ------------    ------------
      Total other income (expense) ..................         (1,106)           (694)
                                                        ------------    ------------

         Income before income tax expense ...........            520           1,270
Income tax expense ..................................            199             484
                                                        ------------    ------------
         Net income .................................   $        321    $        786
                                                        ============    ============

EARNINGS PER SHARE
   Basic earnings per share .........................   $        .39    $        .95
   Diluted earnings per share .......................   $        .33    $        .82

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
   Basic ............................................        824,657         840,352
                                                        ============    ============
   Diluted ..........................................        975,771         962,709
                                                        ============    ============
</Table>

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



                                       2
<PAGE>

                        AMERIVISION COMMUNICATIONS, INC.

                      CONSOLIDATED STATEMENTS OF DEFICIENCY
                                 (In thousands)

<Table>
<Caption>
                                                                         ADDITIONAL                      RETAINED
                                                                COMMON     PAID-IN        UNEARNED        EARNING
                                                                STOCK      CAPITAL      COMPENSATION     (DEFICIT)       TOTAL
                                                                ------   -----------    -------------    ----------    ----------
<S>                                                             <C>      <C>            <C>              <C>           <C>
Balance at December 31, 2000 (Restated) .....................   $   82   $     9,207    $        (125)   $  (32,902)   $  (23,738)
   Expiration of potential rescission claims on
        nonredeemable common stock ..........................       --           129               --            --           129
   Vesting of restricted stock awards and stock
        options .............................................       --             8               42            --            50
   Forfeiture of stock awards ...............................       --           (69)              69            --            --
   Cancellation of distributions payable to related party ...       --            --               --         3,201         3,201
   Net income ...............................................       --            --               --         3,378         3,378
                                                                ------   -----------    -------------    ----------    ----------

Balance at December 31, 2001 ................................       82         9,275              (14)      (26,323)      (16,980)
   Vesting of restricted stock awards and stock
        options (unaudited) .................................       --            11               14            --            25
   Net income (unaudited) ...................................       --            --               --           786           786
                                                                ------   -----------    -------------    ----------    ----------

Balance at March 31, 2002 (unaudited) .......................   $   82   $     9,286    $          --    $  (25,537)   $  (16,169)
                                                                ======   ===========    =============    ==========    ==========
</Table>

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



                                       3
<PAGE>

                        AMERIVISION COMMUNICATIONS, INC.


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<Table>
<Caption>
                                                                                             THREE MONTHS ENDED
                                                                                                 MARCH 31,
                                                                                        ----------------------------
OPERATING ACTIVITIES                                                                        2001            2002
                                                                                        ------------    ------------
<S>                                                                                     <C>             <C>
   Net income .......................................................................   $        321    $        786
   Adjustments to reconcile net earnings to net cash provided by
      operating activities: .........................................................            657             410
      Depreciation of property and equipment
      Amortization of covenants not to compete ......................................            238             126
      Stock compensation expense ....................................................             24              25
      Deferred income tax expense ...................................................            199             484
   Change in assets and liabilities -
            (Increase) decrease in operating assets:
                 Accounts receivable ................................................            164           1,095
                 Prepaid expenses and other assets ..................................             32            (275)
            Decrease in operating liabilities:
                 Accounts payable and accrued expenses ..............................           (689)            173
                                                                                        ------------    ------------
               Net cash provided by operating activities ............................            946           2,824
                                                                                        ------------    ------------
INVESTING ACTIVITIES, purchase of property and equipment ............................            (81)           (200)
                                                                                        ------------    ------------
FINANCING ACTIVITIES
   Repayments of loans and other obligations to related parties .....................           (343)            (58)
   Net increase (decrease) in borrowings under line of credit arrangements ..........            924          (2,230)
   Proceeds from notes payable ......................................................             50              --
   Repayments of notes payable and capital lease obligations ........................           (957)           (189)
                                                                                        ------------    ------------
              Net cash  (used in) financing activities ..............................           (326)         (2,477)
                                                                                        ------------    ------------

Net increase in cash and cash equivalents ...........................................            539             147
Cash and cash equivalents at beginning of period ....................................          1,104           1,743
                                                                                        ------------    ------------
Cash and cash equivalents at end of period ..........................................   $      1,643    $      1,890
                                                                                        ============    ============
Cash paid during the period for interest ............................................   $      1,065    $        716
                                                                                        ============    ============
Cash paid during the period for income taxes ........................................   $         --    $         --
                                                                                        ============    ============
</Table>

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



                                       4
<PAGE>

                        AMERIVISION COMMUNICATIONS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE A--BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements for
AmeriVision Communications, Inc. (the "Company") 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 the Company's management, the
condensed consolidated financial statements reflect all adjustments, of a normal
and recurring nature, that are necessary to present fairly the Company's
financial position as of March 31, 2002, and the results of its operations and
cash flows for the three months ended March 31, 2001 and 2002. As discussed in
Note C, the financial statements also include certain adjustments to prior
periods.

The balance sheet at December 31, 2001 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 consolidated condensed
financial statements be read in conjunction with the consolidated financial
statements and notes as of and for the year ended December 31, 2001. The interim
results are not necessarily indicative of the results for a full year.

Certain amounts in the condensed balance sheets as of March 31, 2002, have been
reclassified to conform with the classifications used as of December 31, 2001.

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

The computation of basic and diluted earnings per share for the three months
ended March 31, 2001 and 2002, is as follows:

<Table>
<Caption>
                                                                          March 31,
                                                                       2001       2002
                                                                     --------   --------
<S>                                                                  <C>        <C>
Basic Earnings Per Share
Net income available to nonredeemable common stockholders            $    321   $    786
                                                                     ========   ========

Average shares of nonredeemable common stock outstanding                  825        825
                                                                     ========   ========

     Basic Earnings Per Share                                        $    .39   $    .95
                                                                     ========   ========

Diluted Earnings Per Share

Net income available to nonredeemable common stockholders
     and assumed conversions                                         $    321   $    786
                                                                     ========   ========

Average shares of nonredeemable common stock outstanding                  825        825
Stock options and awards                                                  135        122
Conversion of redeemable common stock                                      16         16
                                                                     --------   --------
Average shares of common stock outstanding and assumed conversions        976        963
                                                                     ========   ========

Diluted Earnings Per Share                                           $    .33   $    .82
                                                                     ========   ========
</Table>

The conversion of convertible notes was not assumed in the computation of
diluted earnings per share for the three months ended March 31, 2001 and 2002,
because to do so would have been antidilutive for the periods.



                                       5
<PAGE>

NOTE C--PRIOR PERIOD ADJUSTMENTS

Subsequent to December 31, 2001, the Company determined that it had incorrectly
computed the amount of common stock subject to rescission by stockholders at
December 31, 2000 and prior periods. Specifically, the Company did not apply
correct state statutes when it previously reported the amount of common stock
subject to rescission. The effects of this error were to increase the
stockholders' deficiency (1) from ($27,644) to ($28,427) at January 1, 1999, (2)
from ($23,758) to ($24,785) at December 31, 1999, and (3) from ($22,636) to
($23,738) at December 31, 2000. The restatement did not have any affect on the
previously reported results of operations or cash flows for the years ended
December 31, 1999 and 2000.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

                SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

    The historical financial data presented in the following table for and at
the end of the three-month periods ended March 31, 2001 and 2002 are derived
from the unaudited consolidated financial statements of the Company. In the
opinion of management of the Company, such unaudited consolidated condensed
financial statements include all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of the financial data for such
periods. The results for the three months ended March 31, 2002 are not
necessarily indicative of the results to be achieved for the full year.

    The data presented below should be read in conjunction with the Company's
consolidated financial statements and the notes thereto included elsewhere
herein and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

<Table>
<Caption>
                                       Three Months Ended
                                           March 31,
                                      --------------------
                                        2001        2002
                                      --------    --------
<S>                                   <C>         <C>
BALANCE SHEET DATA:
  Working capital (deficit)  ......   $(23,165)   $(18,103)
  Total long-term debt ............   $  9,088    $  4,148
  Total stockholder's deficit .....   $(22,291)   $(16,169)

OTHER FINANCIAL DATA:
  EBITDA(1) .......................   $  2,566    $  2,500
</Table>

----------

   (1)  EBITDA (earnings before interest, taxes, depreciation and amortization)
        consists of net sales less cost of telecommunication services and
        selling, general and administrative expenses. EBITDA is provided because
        it is a measure commonly used by investors to analyze and compare
        companies on the basis of operating performance. EBITDA is presented to
        enhance an understanding of the Company's operating results and is not
        intended to represent cash flows or results of operations in accordance
        with generally accepted accounting principles ("GAAP") for the periods
        indicated. EBITDA is not a measurement under GAAP and is not necessarily
        comparable with similarly titled measures for other companies.

GENERAL

    The Company provides domestic long distance and other telecommunications
services, primarily to residential users. Since its formation in 1991, the
Company's annual long distance telephone volume has grown from approximately
$1.0 million in net sales in 1991 to approximately $80.8 million in net sales in
2001. Substantially all of this growth is attributable to the increase in the
Company's subscriber base. The Company's subscriber base has increased from
approximately 30,000 subscribers at the beginning of 1994 to approximately
400,000 subscribers at December 31, 2001. The Company does not, however, expect
its revenues or subscriber base to continue to grow at this rate in the future.
The net sales for the three months ended March 31, 2001 totaled $21.7 million
compared to $16.4 million for the three months ended March 31, 2002.

     From its inception through December 31, 1998, the Company had incurred
cumulative net operating losses totaling approximately $12.1 million. During the
year ended December 31, 1999, 2000 and 2001, the Company generated net income of
$2.2 million, $0.8 million, and $3.4 million, respectively. The improvements of
net income from operating activities were primarily achieved from reductions in
operating expenses. The Company reduced its accumulated stockholders' deficiency
from approximately $25.8 million at December 31, 1997 to approximately $16.9
million at December 31, 2001. The net income generated during the three months
ended March 31, 2002 also



                                       6
<PAGE>

contributed to the decrease in accumulated stockholders' deficiency to
approximately $16.1 million at March 31, 2002. In addition to the net operating
losses, the accumulated deficit has been attributed to the Company's declaration
of quarterly distributions to its stockholders during 1994 through 1997 totaling
approximately $19.0 million and by redemptions totaling approximately $4.7
million. The Company's current liabilities exceeded its current assets by
approximately $22.7 million, $19.6 million, and $18.1 million at December 31,
2000, December 31, 2001 and at March 31, 2002, respectively.

    The Company bills its customers under several different methods. Some
customers receive their long distance bills directly from the Company. The
Company also has billing and collection agreements with several of the RBOCs.
Customers who are billed through the RBOCs receive their long distance phone
bill with their local phone bill from the RBOC. The Company also utilizes one
third party billing and collection service for customer billings through other
LECs or RBOCs with whom the Company does not have a separate billing and
collection agreement.

    The Company makes payments of approximately 10.0% of certain of the
customer's collected revenues to a non-profit organization selected by the
customer.

    Selling, general and administrative expenses include billing fees charged by
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 the Company's accounts
receivable and asset purchases, including loans from its primary financial
institution under a line of credit facility (the "LOC").

    The Company has recognized net deferred tax assets, primarily due to net
operating loss carryforwards.

    In 1996, the Federal Communications Commission adopted regulations
implementing the Telecommunications Act enacted that year. 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. The FCC has allowed carriers to offset these charges by
passing them through to their customers. In addition, the FCC adopted a Primary
Interexchange Carrier Charge ("PICC") to allow LECs to recover through
non-usage-sensitive charges certain costs associated with long distance carriers
having access to LEC networks. The FCC has also allowed the long distance
carriers to offset these amounts by passing these charges on to their customers.
In May 2000, the FCC adopted an order, which consolidates PICC charges with
certain other subscriber charges and initially decreases the charges effective
July 1, 2000 and then annually increases such charges. As a result the Company
reduced its PICC charges and the impact is an annualized revenue loss of
approximately $6.0 million with a similar reduction in PICC costs.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

    The following table sets forth for the three-month periods indicated the
percentage of net sales represented by certain items in the Company's statements
of operations:

<Table>
<Caption>
                                                                      THREE MONTHS ENDED MARCH 31,
                                                                    --------------------------------
                                                                     2001                      2002
                                                                    ------                    ------
<S>                                                                 <C>                       <C>
Net sales ..........................................                 100.0%                    100.0%
                                                                    ------                    ------

Operating expenses:
     Cost of telecommunication services ............                  42.0%                     39.9%
     Selling, general and administrative expenses...                  46.4%                     44.8%
     Depreciation and amortization expense .........                   4.1%                      3.3%
                                                                    ------                    ------
          Total operating expenses .................                  92.5%                     88.0%
                                                                    ------                    ------

Income from operations .............................                   7.5%                     12.0%

Interest expense ...................................                  (5.2)%                    (4.3)%

Other income .......................................                   0.1%                      0.1%
                                                                    ------                    ------

Income before income tax ...........................                   2.4%                      7.8%

Income tax expense .................................                   0.9%                      3.0%
                                                                    ------                    ------

Net income .........................................                   1.5%                      4.8%
                                                                    ======                    ======
</Table>



                                       7
<PAGE>

    NET SALES: Net sales decreased to $16.4 million for the three months ended
March 31, 2002 from $21.7 million for the three months ended March 31, 2001.
This decrease was the result of a decrease in total minutes of traffic and a
reduction in minutes under certain rate plans, which are billed at a higher per
minute rate. Total billable minutes were approximately 120 million minutes for
the three months ended March 31, 2002 compared to 135 million minutes for the
three months ended March 31, 2001.

    COST OF TELECOMMUNICATION SERVICES: The Company's cost of sales are variable
costs based on amounts paid by the Company to its providers for its customers'
long distance usage, as well as the amounts paid to providers for customer
service and support. For the three months ended March 31, 2001, the Company's
overall cost per minute decreased as compared to the three months ended March
31, 2000. This decrease resulted from rate reductions received by the Company
from its switchless carrier. During the three months ended March 31, 2001 and
2000, the amounts and relative percentage of net sales to each of its providers
was as follows:

<Table>
<Caption>
                                               YEARS ENDED MARCH 31,
                                 --------------------------------------------------
                                          2001                       2002
                                 -----------------------    -----------------------
                                 AMOUNT    PERCENTAGE OF    AMOUNT    PERCENTAGE OF
                                 (000'S)     NET SALES      (000'S)     NET SALES
                                 -------   -------------    -------   -------------
<S>                              <C>       <C>              <C>       <C>
Switchless carrier costs .....   $ 6,095            28.1%   $ 3,760            22.9%
Switched Operation costs .....     1,927             8.9%     1,668            10.2%
PICC/USF Fees and Other ......     1,085             5.0%     1,113             6.8%
                                 -------   -------------    -------   -------------
   Totals ....................   $ 9,107            42.0%   $ 6,541            39.9%
                                 =======   =============    =======   =============
</Table>

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: The significant components of
selling, general and administrative expenses include the following:

<Table>
<Caption>
                                                         YEARS ENDED MARCH 31,
                                           --------------------------------------------------
                                                    2001                       2002
                                           -----------------------    -----------------------
                                           AMOUNT    PERCENTAGE OF    AMOUNT    PERCENTAGE OF
                                           (000'S)     NET SALES      (000'S)     NET SALES
                                           -------   -------------    -------   -------------
<S>                                        <C>       <C>              <C>       <C>
Billing fees and charges ...............   $ 2,297            10.6%   $ 1,867            11.4%
Advertising and marketing expense ......       831             3.8%       424             2.6%
Payments to non-profit organizations ...     1,575             7.3%     1,212             7.4%
Payroll expense ........................     3,202            14.7%     1,981            12.1%
Other ..................................     2,172            10.0%     1,850            11.3%
                                           -------   -------------    -------   -------------
   Totals ..............................   $10,077            46.4%   $ 7,334            44.8%
                                           =======   =============    =======   =============
</Table>

    Billing Fees and Charges: Billing fees and charges 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 the Company's direct bill
customers. The efforts to collect the direct bill customer accounts are
completed by internal personnel.

    Advertising and Marketing Expense: Advertising expense decreased for the
three months ended March 31, 2002 to $424,000, compared to $831,000 in the same
period in 2001. The decrease was primarily due to more focused efforts on
specific advertising.

    Payments to Non-Profit Organizations: Payments to non-profit organizations
for the three months ended March 31, 2001 and 2002 were $1.2 million and $1.6
million, respectively. During each period, the Company made Partner Sharing
payments to approximately 35,000 non-profit organizations, of which
approximately 40.0% were paid to ten organizations.

    Payroll Expenses: Payroll expenses decreased by approximately $1.2 million
from the three months ended March 31, 2001 to 2002, due primarily to
reorganization efforts and elimination of duplicated expenses.

    Other General and Administrative Expense: Other general and administrative
expenses decreased by approximately 14.8% during the three months ended March
31, 2002 compared to the same period in 2001. This decrease was due to increased
controls on expenses.



                                       8
<PAGE>

    DEPRECIATION AND AMORTIZATION: Depreciation and amortization expense
totaled $536,000 for the three months ended March 31, 2002 compared to $894,000
in same period in 2001. This decrease is primarily attributable to significant
assets acquired in prior years becoming fully depreciated.

    INTEREST EXPENSE AND OTHER FINANCE CHARGES: Interest expense and other
finance charges decreased to $702,000 for the three months ended March 31, 2002
compared to $1.1 million in the same period in 2001. This decrease is
attributable to a reduction in the Company's LOC balance due to repayments from
operating cash flow.

    INCOME TAX EXPENSE: During the three months ended March 31, 2002 and 2001
the Company recorded deferred income tax expense of approximately $484,000 and
$199,000, respectively. 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 carryforwards. The Company believes that it will realize the
tax benefits of net operating loss carryforwards within the period allowed under
Federal tax laws (15 years).

    NET INCOME: During the three months ended March 31, 2002 and 2001 the
Company reported net income of $786,000 and $321,000, respectively.

FINANCIAL CONDITION AND LIQUIDITY

    Overall the Company's financial condition and liquidity continued to improve
during the three months ended March 31, 2002. The major factor underlying of
this improvement was the reduction in its negative working capital position by
approximately $1.5 million over the first three months of 2002. Specifically, in
the first three months of 2002 the Company reduced its credit facility by over
$2.2 million.

    Net cash provided by operations for the three months ended March 31, 2002
and 2001 was $2.8 million and $946,000, respectively. The variations in cash
flow from operations are primarily attributable to net income for the period,
the timing of collections on accounts receivable, and the timing of payment of
accounts payable.

    In 2001, the Company and its lender modified the LOC to provide availability
of $28.5 million. Current availability is limited to approximately $24.2 million
due to financial results and loan formula restrictions of which approximately
$16.3 million was outstanding as of March 31, 2002. The remaining balance of
$7.9 million is available to the Company for working capital, capital
improvements, debt reduction and required reserves. The Credit Facility is
secured by a blanket lien on all of the Company's assets, including accounts
receivable and the Company's customer base. The terms of the LOC are for three
years from initial funding, with an interest rate of prime plus 3.5% (with a
floor of 9%). Although the Credit Facility has a three-year term, it is
classified as a current liability in the Company's financial statements because
the agreement contains certain subjective acceleration clauses and requires that
all cash receipts be deposited to a lockbox, the proceeds of which are used
daily to repay the debt.

    The Company expects to incur future capital expenditures of approximately
$200,000 related to upgrades to the Company's management information systems and
various aspects of reorganization.

    OPERATING ACTIVITIES

    Significant sources of cash in operating activities for the three months
ended March 31, 2002 include decreases in accounts receivable of $1.1 million.
The Company also generated cash from operations by recording net income of
$786,000; $484,000 from recording a deferred income tax expense; $561,000
million in certain non-cash expenses, principally depreciation and amortization.

    Significant sources of cash in operating activities for the three months
ended March 31, 2001 include decreases in accounts receivable of $165,000. The
Company also generated cash from operations by recording net income of $321,000;
$199,000 from recording a deferred income tax expense; $919,000 in certain
non-cash expenses, principally depreciation and amortization. Significant uses
of cash in operating activities include reductions in accounts payable of
$689,000.



                                       9
<PAGE>

    INVESTING ACTIVITIES

    The Company's investing activities for the three months ended March 31, 2002
and 2001 consisted primarily of property and equipment purchases of $200,000 and
$81,000, respectively.

    FINANCING ACTIVITIES

    During the three months ended March 31, 2002 and 2001, financing activities
used $2.5 million and $326,000, respectively, in cash. The most significant use
of cash in 2002 was the repayments of notes and leases payable, including the
Company's LOC. The repayment of loans to related parties totaled $58,000 and
$343,000, respectively, for the three months ended March 31, 2002 and 2001.

INFLATION AND CHANGING PRICES

         Telecommunications revenues do not necessarily track the changes in
general inflation, as 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 the Company's 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 the Company's current views with respect to
future events, based on what it believes are reasonable assumptions; however,
such statements are subject to certain risks, uncertainties and assumptions,
including but not limited to the risk factors set forth in the Company's
Statements on FORM 10-K, copies of which may be obtained from the Securities and
Exchange Commission or from the Internet site maintained by the Commission at
http://www.sec.gov. 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. The Company
disclaims 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.



                                       10
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS.

         In March 2001, a Company shareholder filed in an Oklahoma state court a
derivative action on behalf of the Company, alleging breaches of fiduciary duty
against certain then current and past Company directors. Such action was
subsequently assumed by the Company and dismissals were entered with respect to
all defendants.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

                  Not applicable.

ITEM 3.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not applicable.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

         Not applicable.

(b) REPORTS ON FORM 8-K

         Not applicable.



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<PAGE>

                                   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: May 15, 2002                     /s/ Kenneth R. Kolek
                                       --------------------
                                       Kenneth R. Kolek, President and Chief
                                       Executive Officer



                                       /s/ Loni Woodley
                                       ----------------
                                       Loni Woodley, Treasurer and
                                       Chief Financial Officer
                                       (Principal Financial Officer)



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