<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 September 30,
         2001.

[ ]      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 1800                            73112
            OKLAHOMA CITY, OKLAHOMA                              (Zip Code)
   (Address of principal executive offices)


                                 (405) 600-3800
              (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
                                                                      ---    ---
Outstanding shares of the registrant's common stock, par value $0.10 per share,
at November 14, 2001: 842,727



<PAGE>

                        AMERIVISION COMMUNICATIONS, INC.

                                      INDEX


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

Item 1.      Financial Statements

             Condensed Consolidated Balance Sheets - September 30, 2001
             (unaudited) and December 31, 2000...................................................................1

             Condensed Consolidated Statements of Operations (unaudited) - Three
             months and nine months ended September 30, 2001 and 2000............................................2

             Condensed Consolidated Statements of Stockholders' Deficiency for
             the year ended December 31, 2000 and nine months ended September 30, 2001 (unaudited)...............3

             Condensed Consolidated Statements of Cash Flows (unaudited) - Nine
             months ended September 30, 2001 and 2000............................................................4

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

Item 2.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations...............................................................................7

PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings..................................................................................13

Item 2.      Changes in Securities and Use of Proceeds..........................................................13

Item 3.      Submission of Matters to a Vote of Security Holders................................................13

Item 6.      Exhibits and reports on Form 8-K...................................................................14

Signatures......................................................................................................15

Index to Exhibits...............................................................................................16
</Table>



                                        i
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         AMERIVISION COMMUNICATIONS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)
                (Information at September 30, 2001 is unaudited)

<Table>
<Caption>
                                                                                         DECEMBER 31,     SEPTEMBER 30,
                                                                                             2000              2001
                                                                                        --------------    --------------
<S>                                                                                     <C>               <C>
                                     ASSETS
CURRENT ASSETS:
     Cash ...........................................................................   $        1,104    $        1,410
     Accounts receivable, net of allowance for uncollectible accounts of $861
        and $840 at December 31, 2000 and September 30, 2001 ........................           14,341            12,310
     Prepaid expenses and other current assets ......................................              660               625
                                                                                        --------------    --------------
               Total current assets .................................................           16,105            14,345

Property and equipment, net .........................................................            5,360             4,143
Net deferred income tax benefits ....................................................            3,100             2,915
Covenants not to compete, net .......................................................            1,980             1,268
Other assets ........................................................................              595               447
                                                                                        --------------    --------------
               Total assets .........................................................   $       27,140    $       23,118
                                                                                        ==============    ==============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
     Revolving line of credit .......................................................   $       20,661    $       19,641
     Accounts payable and accrued expenses ..........................................           12,398            11,344
     Current portion of other notes payable and capital lease obligations ...........            1,935             2,470
     Loans and notes payable to related parties, current portion ....................            3,446             2,871
     Short-term notes payable to individuals ........................................              399               336
                                                                                        --------------    --------------
               Total current liabilities ............................................           38,839            36,662
                                                                                        --------------    --------------

Long-term debt to related parties, net of current portion ...........................            3,517             3,360
                                                                                        --------------    --------------
Accrued distributions to related party ..............................................            3,201                --
                                                                                        --------------    --------------
Long-term debt, net of current portion ..............................................            2,291               270
                                                                                        --------------    --------------
Redeemable common stock, carried at redemption value ................................            1,597             1,597
                                                                                        --------------    --------------
Common stock subject to rescission ..................................................              331               331
                                                                                        --------------    --------------

Commitments and Contingencies

STOCKHOLDERS' DEFICIENCY:
     Common stock, $0.10 par value, 1,000,000 shares authorized; shares issued
        and outstanding at September 30, 2001 and December 31, 2000 of
        842,727 and 838,927, respectively, net of 15,537 redeemable shares ..........               82                82
     Additional paid-in capital .....................................................           10,309            10,321
     Unearned compensation ..........................................................             (125)              (62)
     Retained earnings (accumulated deficit) ........................................          (32,902)          (29,443)
                                                                                        --------------    --------------
           Total stockholders' deficiency ...........................................          (22,636)          (19,102)
                                                                                        --------------    --------------

           Total liabilities and stockholders' deficiency ...........................   $       27,140    $       23,118
                                                                                        ==============    ==============
</Table>

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



                                       1
<PAGE>

                        AMERIVISION COMMUNICATIONS, INC.

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



<Table>
<Caption>
                                                                         THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                            SEPTEMBER 30,                   SEPTEMBER 30,
                                                                    ----------------------------    ----------------------------
                                                                        2000            2001            2000            2001
                                                                    ------------    ------------    ------------    ------------
<S>                                                                 <C>             <C>             <C>             <C>
REVENUES:
   Net sales ....................................................   $     24,223    $     19,973    $     76,136    $     62,015
                                                                    ------------    ------------    ------------    ------------

OPERATING EXPENSES:
   Cost of telecommunication services ...........................          9,912           8,434          33,665          27,450
   Selling, general and administrative expenses .................         11,146           9,349          35,035          28,916
   Depreciation and amortization ................................            872             725           2,901           2,153
                                                                    ------------    ------------    ------------    ------------
Total operating expenses ........................................         21,930          18,508          71,601          58,519
                                                                    ------------    ------------    ------------    ------------
Income from operations ..........................................          2,293           1,465           4,535           3,496
                                                                    ------------    ------------    ------------    ------------
OTHER INCOME (EXPENSE):
   Interest expense .............................................         (1,122)           (740)         (3,315)         (2,571)
   Interest expense to related parties ..........................           (162)           (220)           (597)           (536)
   Other income (expense) .......................................             (2)             18              90              54
                                                                    ------------    ------------    ------------    ------------
Total other income (expense) ....................................         (1,286)           (942)         (3,822)         (3,053)
                                                                    ------------    ------------    ------------    ------------
Income before income tax expense .........................                 1,007             523             713             443
Income tax expense  ....................................                     480             215             332             185
                                                                    ------------    ------------    ------------    ------------
Income before cumulative effect of accounting change .....                   527             308             381             258
Cumulative effect of accounting change, net of tax effect .......             55              --              55              --
                                                                    ------------    ------------    ------------    ------------
Net income ...............................................   $               582    $        308    $        436    $        258
                                                                    ============    ============    ============    ============

EARNINGS PER SHARE:
   Basic:
      Before cumulative effect of accounting change .............   $        .64    $        .37    $        .51    $        .31
      Cumulative effect of accounting change ....................            .07              --             .07              --
                                                                    ------------    ------------    ------------    ------------
      Net Income .........................................   $               .71    $        .37    $        .58    $        .31
                                                                    ============    ============    ============    ============

   Diluted:
      Before cumulative effect of accounting change .............   $        .53    $        .32    $        .40    $        .26
      Cumulative effect of accounting change ....................            .07              --             .06              --
                                                                    ------------    ------------    ------------    ------------
      Net Income ................................................   $        .60    $        .32    $        .46    $        .26
                                                                    ============    ============    ============    ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
   Basic ........................................................        823,390         827,190         823,390         826,346
                                                                    ============    ============    ============    ============
   Diluted ......................................................        975,771         975,771         959,356         975,771
                                                                    ============    ============    ============    ============
</Table>



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



                                       2
<PAGE>

                        AMERIVISION COMMUNICATIONS, INC.

          CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                 (In thousands)

<Table>
<Caption>
                                                                                   STOCKHOLDERS' DEFICIENCY
                                                          -------------------------------------------------------------------------
                                                                         ADDITIONAL                      RETAINED
                                                             COMMON       PAID-IN         UNEARNED        EARNING
                                                             STOCK        CAPITAL       COMPENSATION     (DEFICIT)        TOTAL
                                                          ------------  ------------    ------------    ------------   ------------
<S>                                                       <C>           <C>             <C>             <C>            <C>
Balance at December 31, 1999 (restated) ...............   $         82  $     10,228    $       (317)   $    (33,751)  $    (23,758)
   Expiration of potential rescission claims on
        nonredeemable common stock ....................             --           138              --              --            138
   Decrease in redemption value of redeemable
        common stock ..................................             --            --              --              42             42
  Vesting of restricted stock awards and stock
        options .......................................             --           (57)            192              --            135
   Net income .........................................             --            --              --             807            807
                                                          ------------  ------------    ------------    ------------   ------------

Balance at December 31, 2000 ..........................             82        10,309            (125)        (32,902)       (22,636)
  Vesting of restricted stock awards and stock
        options (unaudited) ...........................             --            12              63              --             75
  Cancellation of distributions payable to
        related party (unaudited)......................             --            --              --           3,201          3,201

   Net income (unaudited) .............................             --            --              --             258            258
                                                          ------------  ------------    ------------    ------------   ------------

Balance at September 30, 2001 (unaudited) .............   $         82  $     10,321    $        (62)   $    (29,443)  $    (19,102)
                                                          ============  ============    ============    ============   ============
</Table>


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



                                       3
<PAGE>

                        AMERIVISION COMMUNICATIONS, INC.

                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<Table>
<Caption>
                                                                                                       NINE MONTHS ENDED
                                                                                                         SEPTEMBER 30,
                                                                                                  ----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                 2000            2001
                                                                                                  ------------    ------------
<S>                                                                                               <C>             <C>
   Net income .................................................................................   $        436    $        258
   Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
      Depreciation of property and equipment ..................................................          1,918           1,441
      Amortization of covenants not to compete ................................................            983             712
      Gain on sale of long-lived assets .......................................................             29              45
      Amortization of unearned compensation related to stock option and awards ................            166              75
      Deferred income tax expense (benefit) ...................................................            377             185
      Cumulative effect of accounting change ..................................................            (55)             --
      Change in assets and liabilities -
            (Increase) decrease in operating assets:
                 Accounts receivable ..........................................................          2,445           2,031
                 Prepaid expenses and other assets ............................................           (292)            183
            Increase (decrease) in operating liabilities:
                 Accounts payable and accrued expenses ........................................         (1,693)         (1,058)
                 Interest payable .............................................................              8               4
                                                                                                  ------------    ------------
               Net cash provided by operating activities ......................................          4,322           3,876
                                                                                                  ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment .........................................................         (2,375)           (269)
   Investment in television pilot .............................................................           (285)             --
   Proceeds from sale of long-lived assets ....................................................             20              --
                                                                                                  ------------    ------------
               Net cash used in investing activities ..........................................         (2,640)           (269)
                                                                                                  ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayments of loans and other obligations to related parties ...............................           (829)           (732)
   Net increase (decrease) in borrowings under line of credit arrangements ....................            453          (1,020)
   Proceeds from notes payable ................................................................             44              50
   Repayment of notes payable and capital lease obligations ...................................         (1,756)         (1,536)
   Repayment of short-term notes payable to individuals .......................................            (21)            (63)
                                                                                                  ------------    ------------
              Net cash provided by (used in) financing activities .............................         (2,109)         (3,301)
                                                                                                  ------------    ------------
Net change in cash and cash equivalents .......................................................           (427)            306
Cash and cash equivalents at beginning of period ..............................................            991           1,104
                                                                                                  ------------    ------------
Cash and cash equivalents at end of period ....................................................   $        564    $      1,410
                                                                                                  ============    ============
Cash paid during the period for interest ......................................................   $      3,849    $      2,955
                                                                                                  ============    ============
Cash paid during the period for income taxes ..................................................   $         --    $         --
                                                                                                  ============    ============

Supplemental non-cash activity:
   Exchange of short-term loans for long-term loans ...........................................   $        177    $         --
                                                                                                  ============    ============
   Cancellation of distributions payable ......................................................   $         --    $      3,201
                                                                                                  ============    ============
</Table>

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



                                       4
<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. (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 September 30, 2001, and the results of its operations
and cash flows for the nine months ended September 30, 2000 and 2001.

     The balance sheet at December 31, 2000 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, 2000. The interim
results are not necessarily indicative of the results for a full year.

     Certain amounts in the condensed balance sheets as of September 30, 2001,
have been reclassified to conform with the classifications used as of December
31, 2000.

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

     The computation of basic and diluted earnings per share for the nine months
ended September 30, 2000 and 2001, is as follows:

<Table>
<Caption>
                                                                       September 30,
                                                                     ----------------
Basic Earnings Per Share                                              2000      2001
                                                                     ------    ------
<S>                                                                  <C>       <C>
Net income                                                           $  436    $  258
Decrease in redemption value of redeemable common stock                  42        --
                                                                     ------    ------
Net income available to nonredeemable common stockholders            $  478    $  258
                                                                     ======    ======

Average shares of nonredeemable common stock outstanding                823       827
                                                                     ======    ======
     Basic earnings per share                                        $ 0.58    $ 0.31
                                                                     ======    ======

Diluted Earnings Per Share

Net income available to nonredeemable common stockholders            $  478    $  258
Change in redemption value of redeemable common stock                   (42)       --
                                                                     ------    ------
Net income available to nonredeemable common stockholders
     and assumed conversions                                         $  436    $  329
                                                                     ======    ======

Average shares of nonredeemable common stock outstanding                823       827
Stock options and warrants                                              120       133
Conversion of redeemable common stock                                    16        16
                                                                     ------    ------
Average shares of common stock outstanding and assumed conversions      959       976
                                                                     ======    ======
Diluted earnings per share                                           $ 0.46    $ 0.26
                                                                     ======    ======
</Table>

     The conversion of convertible notes was not assumed in the computation of
diluted earnings per share for the nine months ended September 30, 2000 and
2001, because to do so would have been antidilutive for the periods.

     Effective February 27, 2001, two Company directors exercised their stock
warrants. Accordingly, the Company issued 3,800 shares of its common stock to
the two directors. The issuance price was $0.01 per share.



                                       5
<PAGE>

NOTE C - AGREEMENT WITH FORMER CHAIRMAN OF THE BOARD OF DIRECTORS

    The Company entered into a Settlement Agreement ("Agreement") with Tracy
Freeny effective August 31, 2001, whereby the Company will dismiss with
prejudice to re-filing its litigated claims against Mr. Freeny and has released
all unlitigated claims. In exchange, all accrued, but unpaid distributions
(totaling $3,201) that had been declared in favor of Mr. Freeny have been
cancelled and extinguished, as has his pre-existing employment agreement with
the Company.

    Under the Agreement Mr. Freeny has resigned from employment with the Company
and from service as an elected member of the Company's Board of Directors, but
will serve as an advisor to the Board of Directors. He will also receive gross
compensation of $176,356, due under his pre-existing employment agreement for
the period between February 23 and August 31, but withheld as a result of then
unresolved disputes, and will be reimbursed for attorney fees incurred in
defending himself against the Company's litigated claims and other disputed but
unlitigated claims of wrongdoing made against him by the Company, up to a
maximum amount of $45,000. He will also receive 1,000 shares of common stock
from the Company for his service as a member of the Board of Directors between
the date of his election and August 31, 2001, and has entered into a Voting
Trust Agreement under which 119,157.89 shares of the Company's common stock
(approximately 14.14% of the Company's outstanding shares) are to be voted by a
three person group of trustees for a period likely to expire as of May 24, 2004.

    The Company also entered into a Consulting Agreement ("Agreement") with Mr.
Freeny for the period between September 1, 2001 and May 24, 2004. Thereunder,
Mr. Freeny will continue to serve the Company in the development of its sales
and marketing strategies and in the maintenance of customer relations, for which
he will be paid a monthly remuneration of $25,000 and will be reimbursed for
certain approved business expenses.

NOTE D - COMMITMENTS AND CONTINGENCIES

    In November 2000, the Company notified the third-party contractor
responsible for development of the Company's billing system that the Company
intended to terminate the contract between the Company and the contractor. The
Company continued to negotiate resolution of the matter with the contractor, but
in July 2001, the Company determined that it would be unable to reach a viable
solution with the contractor. Accordingly, in July 2001, the Company, through
its legal counsel, notified the contractor that the Company intends to pursue
all appropriate remedies available to it pursuant to the contract, including
arbitration under legal proceedings. However, the Company requested that the
contractor voluntarily agree to rescind all amounts that the Company paid to the
contractor, totaling approximately $1.0 million. The Company asked that the
contractor respond to the letter by August 2, 2001, however the contractor asked
for and the Company granted an extension of several weeks for that response.

    The amounts paid to the contractor, including direct expenses, of
approximately $1.0 million are currently recorded as an asset in the Company's
financial statements. There is a reasonable possibility, however, that the
Company will not be able to recover all, or any, of those amounts from the
contractor. This matter is still in the stages of development, and until the
Company obtains additional information, including sending a reply to the
response from the contractor as to its initial letter, the Company cannot
reasonably estimate the amount of losses, if any, that the Company may
ultimately recognize as a result of this matter. The financial statements at
September 30, 2001 and for the nine-month period ended September 30, 2001 do not
contain any adjustments that might result from the outcome of this matter.

    The Company was not in compliance with certain financial covenants under the
Credit Facility for the period ended September 30, 2001. The Company has
received from the lender a waiver for the noncompliance, which waiver is
effective to March 31, 2002.



                                       6
<PAGE>

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 nine-month periods ended September 30, 2000 and 2001 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 nine months ended September 30, 2001 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>
                                          Nine Months Ended
                                            September 30,
                                      ------------------------
                                         2000          2001
                                      ----------    ----------
<S>                                   <C>           <C>
BALANCE SHEET DATA:
  Working capital (deficit) .......   $  (24,240)   $  (22,317)
  Total long-term debt ............   $   10,378    $    5,558
  Total stockholder's deficit .....   $  (23,031)   $  (19,031)

OTHER FINANCIAL DATA:
  EBITDA (1) ......................   $    7,738    $    5,649
</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 $100.0 million in net sales
in 2000. 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 September 30, 2001. The Company does not, however, expect
its revenues or subscriber base to continue to grow at this rate in the future
and has in fact experienced a decline in the subscriber base recently. The net
sales for the nine months ended September 30, 2000 totaled $76.1 million
compared to $62.0 million for the nine months ended September 30, 2001.

     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, the Company generated net income of $2.2 million,
which was achieved from reductions in operating expenses. The Company's
accumulated stockholders' deficiency increased from approximately $25.8 million
at December 31, 1997 to approximately $27.6 million at December 31, 1998 due to
the net loss of $3.7 million. The net income of $2.2 million during 1999
contributed to the decrease in accumulated stockholders' deficiency to
approximately $23.8 million at December 31, 1999. The net income of $808,000
generated during the year ended December 31, 2000 also contributed to the
decrease in accumulated stockholders' deficiency to approximately $22.6 million
at December 31, 2000. The net income generated during the nine months ended
September 30, 2001 also contributed to the accumulated stockholders' deficiency
of approximately $19.0 million at September 30, 2001. 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 redemptions totaling approximately
$4.7 million. Furthermore, the Company's current liabilities exceeded its
current assets by approximately $22.3 million, $22.7 million, and $22.3 million
at December 31, 1999, 2000 and at September 30, 2001, respectively. These
factors among others may indicate that the Company may be unable to continue as
a going



                                       7
<PAGE>

concern for a reasonable period of time. See "Note J to the Consolidated
Financial Statements in the Company's FORM 10-K."

     The growth in the Company's long distance revenues and customer base is
attributable to the Company's marketing efforts. The Company entered into
agreements or made strategic alliances with various non-profit organizations.
From the first quarter of 1993 through the middle of 1996, the Company relied
substantially on the telemarketing efforts of VisionQuest, a related entity, in
which the Company owned an equity interest, to solicit and acquire new long
distance customers. The non-profit organizations would provide the Company and
VisionQuest with its membership rosters, and VisionQuest would direct its
telemarketing services to those individuals. The Company began, in the middle of
1996, to increase its own marketing related efforts through direct mail, radio
advertising, including sponsorship of various radio programs for the
organizations whose members subscribe to the Company's long distance services.
These marketing efforts as well as telemarketing, conferences and internet-based
sales strategies are currently being utilized by the Company to solicit and
acquire new long distance customers.

     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.

     Effective February 1, 1999, the Company began operating the switching
assets and related personnel of Hebron, which includes telecommunications
switches in Oklahoma City and Chicago. The Company purchased the switches in
April 2000 under terms of an asset purchase agreement with Hebron. This allows
the Company to originate and terminate certain long distance calls. WorldCom
carries the majority of the Company's long distance traffic. The Company pays
its carriers based on the type of calls, time of certain calls, duration of
calls, the terminating phone numbers, and the terms of the Company's contract in
effect at the time of the calls. In addition to long distance service, the
Company also offers its customers other telecommunication services such as
paging, Internet access services, calling cards, prepaid phone cards and
toll-free service, as well as credit cards.

    The Company pays a royalty 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 Hebron and Coast Business
Credit ("Coast").

    The Company has recognized a net deferred tax for the tax effects of
temporary differences and net operating loss carryforwards, to the extent that
the Company has determined that it is more likely than not that it will realize
those tax benefits.

    PICC Fees.

    In 1996, the Federal Communications Commission ("FCC") 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.



                                       8
<PAGE>

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 2000

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

<Table>
<Caption>
                                                       THREE MONTHS ENDED SEPTEMBER 30,      NINE MONTHS ENDED SEPTEMBER 30,
                                                       -------------------------------       -------------------------------
                                                           2000               2001               2000               2001
                                                       ------------       ------------       ------------       ------------
<S>                                                    <C>                <C>                <C>                <C>
Net sales ........................................            100.0%             100.0%             100.0%             100.0%
                                                       ------------       ------------       ------------       ------------

Operating expenses:
     Cost of telecommunication service ...........             40.9%              42.2%              44.2%              44.3%
     Selling, general & administrative expense ...             46.0%              46.8%              46.0%              46.6%
     Depreciation and amortization expense .......              3.6%               3.6%               3.8%               3.5%
                                                       ------------       ------------       ------------       ------------
          Total operating expenses ...............             90.5%              92.6%              94.0%              94.4%
                                                       ------------       ------------       ------------       ------------

Income from operations ...........................              9.5%               7.4%               6.0%               5.6%

Interest expense .................................             (5.3)%             (4.8)%             (5.1)%             (5.0)%

Other income .....................................              0.0%               0.0%               0.1%               0.1%
                                                       ------------       ------------       ------------       ------------

Income (loss) before income tax ..................              4.2%               2.6%               1.0%               0.7%

Income tax (benefit) expense .....................              2.0%               1.1%               0.5%               0.3%
                                                       ------------       ------------       ------------       ------------

Net income (loss) ................................              2.2%               1.5%               0.5%               0.4%
                                                       ------------       ------------       ------------       ------------
</Table>

     Net Sales: Net sales decreased 17.5% to $20.0 million for the current
quarter from $24.2 million for the year earlier quarter. Net sales decreased
18.5% to $62.0 million for the nine months ended September 30, 2001 from $76.1
million for the nine months ended September 30, 2000. 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. In
addition, revenues decreased for the three and nine months ended September 30,
2001 compared to the year earlier periods due to an FCC order, which
consolidates PICC charges with certain other subscriber charges and initially
decreased the charges effective July 1, 2000 and then annually increases such
charges. Total billable minutes were approximately 131 million minutes for the
current quarter compared to 141 million minutes for the year earlier quarter, a
decrease of 6.7% and approximately 398 million minutes for the nine months ended
September 30, 2001 compared to 415 million minutes for the nine months ended
September 30, 2000, a decrease of 4.0%.

     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 and nine months ended September 30,
2001, the Company's overall cost per minute decreased as compared to the three
and nine months ended September 30, 2000. This decrease resulted from rate
reductions received by the Company from its switchless carrier. During the three
and nine months ended September 30, 2001 and 2000, the amounts and relative
percentage of net sales to each of its providers was as follows:

<Table>
<Caption>
                      THREE MONTHS ENDED SEPTEMBER 30,                   NINE MONTHS ENDED SEPTEMBER 30,
               ----------------------------------------------    ----------------------------------------------
                        2000                    2001                     2000                      2001
               ---------------------    ---------------------    ---------------------    ---------------------
                 Amount      % of         Amount      % of         Amount      % of         Amount      % of
                (000's)    Net Sales     (000's)    Net Sales     (000's)    Net Sales     (000's)    Net Sales
               ---------   ---------    ---------   ---------    ---------   ---------    ---------   ---------
<S>            <C>         <C>          <C>         <C>          <C>         <C>          <C>         <C>
World Com      $   6,272        25.9%   $   5,861        29.3%   $  18,424        24.2%   $  18,044        29.1%
Switched           2,493        10.3%       1,760         8.8%       8,131        10.7%       5,671         9.1%
PICC/USF Fee       1,147         4.7%         813         4.1%       7,110         9.3%       3,735         6.1%
               ---------   ---------    ---------   ---------    ---------   ---------    ---------   ---------
     Total     $   9,912        40.9%   $   8,434        42.2%   $  33,665        44.2%   $  27,450        44.3%
</Table>


     WorldCom: The Company's overall percentage usage of WorldCom during the
three and nine months ended September 30, 2001 as compared to the year earlier
periods increased as a result of the Company having fewer minutes on the
switches. For the three and nine months ended September 30, 2001, total minutes
of usage from WorldCom were approximately 101 million minutes and 304 million
minutes compared to approximately 102 million minutes and 302 million minutes
for the same periods in 2000.



                                       9
<PAGE>

     Switched Operations: Effective February 1, 1999 the Company began operating
the switching assets and related personnel of Hebron, which includes
telecommunications switches in Oklahoma City and Chicago. The total minutes of
usage for switched operations for the three and nine months ended September 30,
2001 were 30 million minutes and 94 million minutes and for the three and nine
months ended September 30, 2000 were 39 million minutes and 113 million minutes.

     PICC/USF Fees: These expenses decreased for the three and nine months ended
September 30, 2001 compared to the year earlier period due to an FCC 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.

     Selling, General and Administrative Expenses: The significant components of
selling, general and administrative expenses include the following:

<Table>
<Caption>
                               THREE MONTHS ENDED SEPTEMBER 30,                   NINE MONTHS ENDED SEPTEMBER 30,
                       -----------------------------------------------    ----------------------------------------------
                                2000                      2001                     2000                     2001
                       ----------------------    ---------------------    ---------------------    ---------------------
                         Amount       % of         Amount      % of         Amount      % of         Amount      % of
                        (000's)     Net Sales     (000's)    Net Sales     (000's)    Net Sales     (000's)    Net Sales
                       ---------    ---------    ---------   ---------    ---------   ---------    ---------   ---------
<S>                    <C>          <C>          <C>         <C>          <C>         <C>          <C>         <C>
Billing fees/charges   $   2,133          8.8%   $   2,499        12.5%   $   6,709         8.8%   $   7,266        11.7%

Advertising                  699          2.9%          81          .4%       2,538         3.3%         364        27.7%

Other general/admin        6,237         25.7%       5,510        27.6%      19,773        26.0%      17,153        27.7%

Royalties to NPO's         2,077          8.6%       1,259         6.3%       6,015         7.9%       4,133         6.7%
                       ---------    ---------    ---------   ---------    ---------   ---------    ---------   ---------
     Total             $  11,146         46.0%   $   9,349        46.8%   $  35,035        46.0%   $  28,916        46.7%
</Table>

     Billing Fees and Charges: Billing fees and charges include the contractual
billing fees and bad debts charged by LEC's and other third party billing
companies. During the nine months ended September 30, 2000, the Company paid
approximately $300,000 for initial set up charges on a new billing and
collection agreement with a RBOC. These expenses also include bad debts related
to customers who are billed directly by the Company.

     Advertising Expense: Advertising expenses decreased 88.5% to $81,000 for
the current quarter compared to $699,000 for the year earlier quarter and
decreased 85.4% to $364,000 for the nine months ended September 30, 2001
compared to $2.5 million for the nine months ended September 30, 2000 due to the
Company curtailing certain advertising expenses. The Company utilizes direct
mail, radio and other forms of advertising to acquire new customers.

     Other General and Administrative Expense: Other general and administrative
expenses decreased by approximately 18.8% for the current quarter as compared to
the year earlier quarter and decreased 16.6% for the nine months ended September
30, 2001 as compared to the same period in 2000 due to a decrease in personnel
and due to reductions in commissions, internet costs, stock compensation expense
and other professional fees.

     Royalties to Non-Profit Organizations: During the current quarter royalties
to non-profit organizations decreased by approximately 39.4% to $1.3 million
compared to $2.0 million for the year earlier quarter and for the nine months
ended September 30, 2001, royalties to non-profit organizations decreased by
approximately 31.3% to $4.1 million compared to $6.0 million for the same period
in 2000. The majority of the decrease is due to lower net sales during the
periods in 2001 as compared to 2000. As of September 30, 2001, the Company was
affiliated with approximately 35,000 organizations for its royalty program,
compared to approximately the same number of organizations as of September 30,
2000. For the three and nine months ended September 30, 2001 and 2000,
approximately 41.7% and 42.3%, and 40.4% and 40.9%, respectively, of total
royalties were paid to the top ten organizations.

     Depreciation and Amortization: Depreciation and amortization expense
decreased 16.9% to $725,000 for the current quarter compared to $872,000 for the
year earlier quarter and decreased 24.1% to $2.2 million for the nine months
ended September 30, 2001 compared to $2.9 million for the same period in 2000.
This decrease is attributable to a reduction in the amortization of covenants
not to compete and to the termination of certain equipment leases, which
equipment was purchased at the lease termination and is now being depreciated
over a longer period of time.

     Interest Expense and Other Finance Charges: Interest expense decreased
23.0% to $1.0 million for the current quarter as compared to $1.3 million for
the year earlier quarter and decreased 20.5% to $3.1 million for the nine



                                       10
<PAGE>

months ended September 30, 2001 as compared to $3.9 million for the same period
in 2000. This decrease is attributable to a reduction in the average interest
rate being charged on the Company's credit facility.

     Other Income (Expense): During the current quarter, other income increased
to $18,000 as compared to an expense of $2,000 for the year earlier quarter. For
the nine months ended September 30, 2001, interest income and rental income
decreased to $54,000 as compared to $90,000 for the same period in 2000.

     Income Tax Expense (Benefit): For the three and nine months ended September
30, 2001 the Company recorded a deferred income tax expense of approximately
$215,000 and $185,000 and a deferred income tax expense of $480,000 and $332,000
for the three and nine months ended September 30, 2000. 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 bases 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).

     Cumulative Effect of Change in Accounting Principle: Effective July 1,
2000, the Company changed its method of accounting for stock options granted to
non-employee directors, as permitted by generally accepted accounting
principles. The cumulative effect of this accounting change, net of taxes, was
$55,000 for the three and nine-month periods ended September 30, 2000.

     Net Income: During the three and nine months ended September 30, 2001, the
Company reported net income of $308,000 and $258,000 compared to a net income of
$582,000 and $436,000 for the three and nine months ended September 30, 2000.

FINANCIAL CONDITION AND LIQUIDITY

     Net cash provided by operations was $3.9 million for the nine months ended
September 30, 2001 as compared to net cash provided by operations of $4.3
million for the same period in 2000. The variations in cash flow from operations
are primarily attributable to the timing of collections on accounts receivable
and the timing of payment of accounts payable.

     Of the $35.0 million in availability, currently limited to approximately
$26.8 million due to financial results and loan formula restrictions,
approximately $19.6 million was outstanding as of September 30, 2001 under the
Credit Facility. The remaining balance of $7.2 million is available to the
Company for working capital, capital improvements, debt reduction and required
reserves. The Company was not in compliance with certain financial covenants
under the Credit Facility for the period ended September 30, 2001. The Company
has received from the lender a waiver for the noncompliance, which waiver is
effective to March 31, 2002. The Company may have to request a waiver for future
periods and the lender may or may not provide such waiver.

     In conjunction with the waiver received, the lender and the Company have
agreed to limit the maximum availability to $28.5 million effective December 19,
2001, which is a reduction from the previous maximum availability of $35.0
million. Additionally, the Company will maintain a minimum amount of $500,000
under the maximum availability for reserves related to carrier billings. The
Company and the lender have also added a debt service coverage ratio to the
existing Company covenants, which requires the Company to maintain a coverage
ratio of 1.10 to 1.0 for the first quarter of year 2002 and of 1.25 to 1.0 for
subsequent quarterly periods. The ratio is expressed as a fraction whose
numerator is the difference between EBITDA and the sum of unfinanced capital
expenditures and income tax payments made, and whose denominator is the sum of
all principal and interest payments, subject to certain adjustments, made by the
Company on outstanding debt. All other covenants between the Company and the
lender remain unchanged.

     The Company estimates cash flow from operations and, to the extent
required, borrowings under the Credit Facility would be sufficient to fund its
remaining obligations and to meet its other anticipated capital requirements for
2001. In the event the Company's estimates of capital requirements are too low,
and the Company does not have sufficient availability under the Credit Facility
or is unable to obtain alternate sources of financing, the Company may be
required to curtail its capital improvement and telemarketing. See "Note
J--Financial Condition and Results of Operations in the Company's FORM 10-K."

Operating Activities

     Significant uses of cash in operating activities for the nine months ended
September 30, 2001 include decreases in accounts payable of $1.1 million.
Accounts receivable decreased by $2.0 million and prepaid expenses decreased by
$183,000. The Company recorded net income of $258,000; a deferred income tax
expense of $185,000; $2.2 million in certain non-cash expenses, principally
depreciation and amortization and $75,000 from recording amortization of
unearned compensation on stock options and awards.

     Significant uses of cash in operating activities for the nine months ended
September 30, 2000 include decreases in accounts payable of $1.7 million.
Accounts receivable decreased by $2.4 million and prepaid expenses increased by
$292,000. The Company also generated cash from operations by recording net
income of $436,000; $377,000



                                       11
<PAGE>

from recording a deferred income tax expense; $2.9 million in certain non-cash
expenses, principally depreciation and amortization and $166,000 from recording
stock compensation expense.

Investing Activities

     The Company's investing activities for the nine months ended September 30,
2001 consisted primarily of property and equipment purchases of $269,000.

     The Company's investing activities for the nine months ended September 30,
2000 consisted primarily of property and equipment purchases of $2.4 million and
an investment in a television pilot of $285,000.

Financing Activities

     During the nine months ended September 30, 2001, financing activities used
$3.3 million in cash. The most significant use of cash was the repayment of
notes and leases payable totaling $1.6 million; the repayments to related
parties totaling $732,000 and a decrease of $1.0 million under the Company's
Credit Facility. The most significant source of cash was proceeds from notes
payable of $50,000.

     During the nine months ended September 30, 2000, financing activities used
$2.1 million in cash. The most significant source of cash was an increase of
$453,000 in borrowings under the Company's Credit Facility. Other financing
activities included repayments to related parties totaling $829,000 and other
repayments totaling $1.8 million.

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.



                                       12
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     On or about March 9, 2001, Mr. Jerry Parry, a shareholder of the Company,
filed a shareholder derivative action on behalf of the Company in the District
Court of Oklahoma County, Oklahoma against Messrs. Tracy Freeny, Jay Sekulow,
John Telling and Carl Thompson. The Company was named as a nominal defendant in
the suit. After taking a deposition of Mr. Sekulow and reviewing other relevant
information provided by the Company, Mr. Parry moved the court to dismiss Mr.
Sekulow as a defendant and the court entered an order dismissing Mr. Sekulow on
March 27, 2001.

     Subject to court approval, which the Company has received, the Company and
Mr. Parry agreed to convert Mr. Parry's shareholder derivative suit on behalf of
the Company into a suit, controlled by the Company. The suit raises, among
others, issues that have already been the subject of examination by the
Investigative Committee.

     The Company paid approximately $85,000 for legal fees incurred by the
attorney for Mr. Parry in pursuing the derivative lawsuit and for the Company to
acquire control of such legal action. The Company felt that it was more
appropriate to pursue and control the lawsuit (which was filed on behalf of the
Company) than for a shareholder to do so. In addition, the Company paid
approximately $20,000 for legal fees in connection with the dismissal of Mr.
Sekulow.

     As of August 31, 2001, after resolving its dispute with Mr. Freeny and
determining it was not in the Company's best interests to proceed against Mr.
Telling at this time, the Company filed its Amended Petition solely against Carl
Thompson. Mr. Thompson moved to dismiss the Amended Petition. On November 9,
2001, the Court granted Thompson's motion but granted the Company leave to file
another Petition. The Company intends to file another Petition against Carl
Thompson in the near future.

     The Company has incurred and will continue to incur legal fees and expenses
in connection with this matter as the Company is continuing legal action in this
matter against Carl Thompson.

     On May 17, 2001, the Company filed a complaint against PromiseVision
Technology, Inc. in Case No. CIV-01-768-C, in the United States District Court
for the Western District of Oklahoma. The Company seeks injunctive relief and
monetary damages for defendant's alleged false and defamatory statements to
customers and potential customers of the Company that constitutes false
advertising under Section 43(a) of the Lanham Act, 15 U.S.C. Section 1125(a), as
well as a violation of the Oklahoma Deceptive Trade Practices Act, interference
with advantageous (business) relations, contract and prospective economic
advantage, business disparagement, and defamation under Oklahoma state law. The
Company has also alleged that defendant has misappropriated certain trade
secrets of the Company.

     On August 20, 2001, defendant filed Counterclaims against the Company
alleging false advertising in violation of Section 43(a) of the Lanham Act, 15
U.S.C. Section 1125(a), and violations of the Oklahoma Deceptive Trade Practices
Act, tortious interference with advantageous (business) relations, contract, and
prospective economic advantage, business disparagement, and defamation, slander
and liable under Oklahoma state law. Discovery has just begun and trial is
scheduled for April 2002.

     On or about July 24, 2001, a terminated employee of the Company filed a
lawsuit claiming breach of contract. The Company has incurred and will continue
to incur legal fees and expenses in connection with this matter.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

                  Not applicable.

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

                  None.



                                       13
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS


          10.28 --     Settlement Agreement, effective as of August 31, 2001, by
                       and between the Company and Tracy Freeny

          10.29 --     Consulting Agreement, effective as of September 1, 2001,
                       by and between the Company and Tracy Freeny

          10.30 --     Voting Trust Agreement, effective as of September 1,
                       2001, among the Company, Tracy Freeny and Sharon Freeny
                       and David Clark, Russell Beaty and David Thompson

          10.31 --     Confidentiality Agreement, effective as of August 31,
                       2001, by and between Tracy Freeny and the Company

          10.32 --     Promissory Note dated September 1, 2001, payable by the
                       Company to Tracy Freeny


(b) REPORTS ON FORM 8-K

         Not applicable.



                                       14
<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: December 28, 2001                /s/ Ken Kolek
                                       -------------
                                       Ken Kolek, Chairman of the Board


                                       /s/ David E. Grose
                                       ------------------
                                       David E. Grose, Vice President and
                                       Chief Financial Officer
                                       (Principal Financial Officer)



                                       15
<PAGE>

                                INDEX TO EXHIBITS

         10.28 --           Settlement Agreement, effective as of August 31,
                            2001, by and between the Company and Tracy Freeny

         10.29 --           Consulting Agreement, effective as of September 1,
                            2001, by and between the Company and Tracy Freeny

         10.30 --           Voting Trust Agreement, effective as of September 1,
                            2001, among the Company, Tracy Freeny and Sharon
                            Freeny and David Clark, Russell Beaty and David
                            Thompson

         10.31 --           Confidentiality Agreement, effective as of August
                            31, 2001, by and between Tracy Freeny and the
                            Company

         10.32 --           Promissory Note dated September 1, 2001, payable by
                            the Company to Tracy Freeny



                                       16