--------------------------------------------
                                   Form 10-QSB
                  --------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.



[X]      Quarterly  Report  Pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934

                 For the quarterly period ended March 31, 2003

                                       OR

[ ]      Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934

               For the transition period from _______ to _______.


                  --------------------------------------------
                           Commission File No. 1-15383
                  --------------------------------------------



                               USURF America, Inc.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

             NEVADA                                     91-2117796
-------------------------------          ---------------------------------------
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

        6005 Delmonico Drive, Suite 140, Colorado Springs, Colorado 80919

          (Address of Principal Executive Offices, including Zip Code)

                                 (719) 260-6455

                (Issuer's telephone number, including area code)



Indicate by check mark whether  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  Registrant as required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days: Yes [ X ] No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date:

              Class                            Outstanding as of 5-16-03
-----------------------------------          -----------------------------------

  Common Stock, $.0001 par value                       78,532,203



                                       1
<PAGE>
--------------------------------------------------------------------------------
                         PART I - FINANCIAL INFORMATION
--------------------------------------------------------------------------------



Item 1.  Financial Statements.
--------------------------------------------------------------------------------



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                      USURF America, Inc. and Subsidiaries

                                                                            Page
                                                                            ----
Consolidated Balance Sheets as of March 31, 2003 (unaudited),
and December 31, 2002                                                         3

Consolidated Statements of Operations for the Three Months Ended
March 31, 2003 and 2002 (unaudited)                                           5

Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2003 and 2002 (unaudited)                                           6

Notes to Consolidated Statements                                              8






















                                       2
<PAGE>

                      USURF AMERICA, INC. AND SUBSIDIARIES
                           COLORADO SPRINGS, COLORADO
                      ------------------------------------

                           CONSOLIDATED BALANCE SHEETS
                        DECEMBER 31, 2002 (AUDITED), AND
                           MARCH 31, 2003 (UNAUDITED)

                                     ASSETS

                                                      3/31/03        12/31/02
                                                    (unaudited)
                                                    -----------     -----------

CURRENT ASSETS

      Cash and cash equivalents                     $    27,699     $   111,568

      Accounts receivable                                23,675             224

      Inventory                                          26,715           2,715

      Other current assets                               13,590           4,942
                                                    -----------     -----------

                        Total Current Assets             91,679         119,449
                                                    -----------     -----------

PROPERTY AND EQUIPMENT

      Cost                                              129,660          73,359

      Less: accumulated depreciation                    (15,548)         (7,336)
                                                    -----------     -----------

                    Total Property and Equipment        114,112          66,023
                                                    -----------     -----------

INTANGIBLES                                             201,604         201,604

      Less: accumulated amortization                     (3,477)              0
                                                    -----------     -----------

                          Total Intangibles             198,127         201,604
                                                    -----------     -----------

OTHER ASSETS

      Prepaid consulting                                      0               0

      Notes receivable - current                         32,000               0

      Other                                              50,000          20,000
                                                    -----------     -----------

                         Total Other Assets              82,000          20,000
                                                    -----------     -----------

TOTAL ASSETS                                        $   485,918     $   407,076
                                                    ===========     ===========


The accompanying notes are an integral part of these statements.


                                       3
<PAGE>

                      USURF AMERICA, INC. AND SUBSIDIARIES
                      ------------------------------------
                           COLORADO SPRINGS, COLORADO

                           CONSOLIDATED BALANCE SHEETS
                        DECEMBER 31, 2002 (AUDITED), AND
                           MARCH 31, 2003 (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                    3/31/03      12/31/02
                                                                 (unaudited)
                                                                ------------    ------------
<S>                                                             <C>             <C>
CURRENT LIABILITIES

      Payroll taxes payable                                     $      6,342    $          0

      Sales taxes payable                                              1,834               0

      Accounts payable                                               158,278         131,146

      Note Payable                                                    87,604          87,604

      Accrued payroll                                                 98,376               0

      Other current liabilities                                        3,600               0

      Notes payable to stockholder                                     1,000           1,000
                                                                ------------    ------------

                          Total Liabilities                          357,034         219,750
                                                                ------------    ------------

STOCKHOLDERS' EQUITY

      Common stock, $.0001 par value; Authorized: 100,000,000          7,810           7,145
      shares; Issued and outstanding: 78,097,203 at March 31,
      2003, and 71,445,338 at December 31, 2002

      Additional paid-in capital                                  41,194,994      40,778,870

      Accumulated deficit                                        (40,790,221)    (40,207,489)

      Subscriptions receivable                                       (21,200)        (21,200)

      Deferred consulting                                           (262,499)       (370,000)
                                                                ------------    ------------

                         Total Stockholders' Equity                  128,884         187,326
                                                                ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $    485,918    $    407,076
                                                                ============    ============
</TABLE>


The accompanying notes are an integral part of these statements.


                                       4
<PAGE>

                      USURF AMERICA, INC. AND SUBSIDIARIES
                           COLORADO SPRINGS, COLORADO

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2003 AND 2002

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                       2003            2002


                                                    (unaudited)     (unaudited)
                                                   ------------    ------------

Revenues                                           $     31,608    $      4,626

Internet access costs, cost of goods sold               (13,499)         (8,482)

Inventory write-down                                          0               0
                                                   ------------    ------------

Gross profit (loss)                                      18,109          (3,856)
                                                   ------------    ------------

OPERATING EXPENSES

      Depreciation and amortization                      11,689           7,033

      Professional fees                                 107,501         270,147

      Rent                                               19,975           7,681

      Salaries and commission                           168,506         242,314

      Advertising                                         3,013          62,000

      Other general and administrative                  290,158          14,743
                                                   ------------    ------------

                       Total Operating Expenses         600,842         603,918
                                                   ------------    ------------

LOSS FROM OPERATIONS                                   (582,733)       (607,774)
                                                   ------------    ------------

OTHER (EXPENSE)

      Interest expense                                        0            (183)
                                                   ------------    ------------

                         Total Other Expense                  0            (183)
                                                   ------------    ------------

LOSS BEFORE INCOME TAX                                 (582,733)       (607,957)

INCOME TAX BENEFIT                                            0               0
                                                   ------------    ------------

NET LOSS                                               (582,733)   $   (607,957)
                                                   ============    ============



Net loss per common share                          $     (0.007)   $      (0.02)
                                                   ============    ============



Weighted average number of shares outstanding        73,919,960      25,503,752
                                                   ============    ============

The accompanying notes are an integral part of these statements.


                                       5
<PAGE>
<TABLE>
<CAPTION>

                      USURF AMERICA, INC. AND SUBSIDIARIES
                           COLORADO SPRINGS, COLORADO

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2003 AND 2002

                                                           Three Months Ended March 31,
                                                           ----------------------------
                                                               2003          2002

                                                            (unaudited)     (unaudited)
                                                           ------------    ------------
<S>                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------

Net loss                                                   $   (582,733)   $   (607,957)

Adjustments to reconcile net loss to net cash used in
operating activities

     Depreciation and amortization                               11,689           7,033

     Consulting and other fees paid with stock                  188,807         247,663

     Compensation expense paid with stock                             0       1,631,464

     Advertising expense paid with stock                              0          62,000

     Legal fees paid with stock                                       0           6,000

Changes in operating assets and liabilities

     Accounts receivable                                        (23,451)              0

     Inventory                                                        0               0

     Accounts payable                                            27,133          (8,032)

     Accrued payroll                                             98,376           6,842

     Deferred consulting                                        107,501               0

     Other current liabilities                                   11,776               0
                                                           ------------    ------------

         Net cash (used in) operating activities               (160,902)       (123,305)
                                                           ------------    ------------



                                       6
<PAGE>

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------

      Capital expenditures                                      (56,301)              0

      Other assets                                               (8,648)              0
                                                           ------------    ------------

               Net cash (used in) investing activities          (64,949)              0
                                                           ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------

      Payments on subscriptions receivable                            0          70,000

      Payments on notes payable - stockholder                         0         (18,521)

      Issuance of common stock for cash                         103,000          64,000

      Warrants exercised                                         70,982          13,000

      Notes receivable                                          (32,000)              0

      Fee for stock issuance                                          0          (4,900)
                                                           ------------    ------------

               Net cash provided by financing activities        141,982         123,579
                                                           ------------    ------------

Net increase (decrease) in cash and cash equivalents            (83,869)            274

Cash and cash equivalents, beginning of period                  111,568              10
                                                           ------------    ------------

Cash and cash equivalents, end of period                   $     27,699    $        284
                                                           ============    ============
</TABLE>


The accompanying notes are an integral part of these statements.

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND OTHER CASH FLOW INFORMATION
---------------------------------------------

Three Months Ended March 31, 2003
-----------------------------------------------------

         -        In March  2003,  the  Company  issued  2,500,000  shares  as a
                  commitment fee under a common stock purchase agreement,  which
                  shares were valued at $75,000.

Three Months Ended March 31, 2002
-----------------------------------------------------

         -        In January 2002,  the Company  issued  120,000  shares under a
                  one-year  consulting  agreement,  which  shares were valued at
                  $10,800.

         -        In February  2002,  the Company  issued 300,000 shares under a
                  four month  consulting  agreement,  which shares of stock were
                  valued at $30,000.

         -        In March  2002,  the  Company  issued  75,000  shares  under a
                  one-month  consulting  agreement,  which shares were valued at
                  $7,500.

         -        In March 2002,  the Company issued 75,000 shares in payment of
                  legal services, which shares of stock were valued at $6,000.



                                       7
<PAGE>

                      USURF AMERICA, INC. AND SUBSIDIARIES
                      ------------------------------------
                           COLORADO SPRINGS, COLORADO

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  THREE MONTHS ENDED MARCH 31, 2003 (UNAUDITED)



Note 1.  Nature of Business, Organization and Basis of Presentation
-------------------------------------------------------------------

Basis of Presentation
--------------------------------------------------------------

         USURF  America,   Inc.  (the   "Company"),   formerly   Internet  Media
         Corporation, was incorporated as Media Entertainment, Inc. in the State
         of  Nevada  on  November  1,  1996.  The  Company  currently   provides
         telecommunications services to customers in Colorado.

Principles of Consolidation
--------------------------------------------------------------

         The  accompanying  consolidated  financial  statements  include all the
         accounts  of USURF and all  wholly  owned  subsidiaries.  Inter-company
         transactions and balances have been eliminated in the consolidation.

Loss Per Common Share
--------------------------------------------------------------

         The  loss  per  common  share  is  presented  in  accordance  with  the
         provisions of SFAS No. 128,  Earnings Per Share.  Basic loss per common
         share has been  computed  by  dividing  the net loss  available  to the
         common  stockholder by the weighted  average number of shares of common
         stock outstanding for the period.



Note 2.  Interim Consolidated Financial Statements
--------------------------------------------------------------

         In the opinion of management,  the accompanying  consolidated financial
         statements for the three months ended March 31, 2003 and 2002,  reflect
         all  adjustments  (consisting  only of  normal  recurring  adjustments)
         necessary  to  present  fairly  the  financial  condition,  results  of
         operations and cash flows of USURF, including subsidiaries, and include
         the  accounts  of  USURF  and  all of its  subsidiaries.  All  material
         inter-company transactions and balances are eliminated.

         The financial  statements  included herein have been prepared by USURF,
         without  audit,  pursuant  to the  rules  and  regulations  of the SEC.
         Certain  information  and  footnote  disclosures  normally  included in
         financial  statements  prepared in accordance  with generally  accepted
         accounting  principles  in the United  States  have been  condensed  or
         omitted  pursuant to such rules and  regulations.  It is suggested that
         these unaudited  financial  statements be read in conjunction  with the
         financial  statements  and notes  thereto  included  in USURF's  Annual
         Report on Form 10-KSB/A for the year ended  December 31, 2002, as filed
         with the SEC. Certain  reclassifications  and adjustments may have been
         made to the  financial  statements  for the  comparative  period of the
         prior fiscal year to conform with the 2002 presentation. The results of
         operations for the interim  periods are not  necessarily  indicative of
         the results to be obtained for the entire year.





                                       8
<PAGE>
<TABLE>
<CAPTION>

Note 3.  Notes Payable to Shareholder
--------------------------------------------------------------

                                                   March 31, 2003   December 31, 2002
                                                    (unaudited)
                                                 -----------------  -----------------
<S>                                                  <C>                      <C>
         Notes payable to stockholder, interest      $1,000                   $1,000
         accrues at 8%, due on demand and
         unsecured
</TABLE>



Note 4.  Stock and Warrant Issuances
--------------------------------------------------------------

         During the three months ended March 31,  2003,  the Company  issued (or
         became  obligated  to issue)  shares of common  stock and common  stock
         purchase warrants, as follows:

         -        400,000 shares in consideration of certain assets;

         -        1,517,000 shares upon the exercise of certain warrants;

         -        375,000  shares to acquire a  business;  1,859,865  shares for
                  cash;

         -        2,500,000  shares as a  commitment  fee in  connection  with a
                  financing transaction; and

         -        2,030,000 warrants (540,000 warrants, exercise price $.049 per
                  share;  213,368  warrants,  exercise  price  $.10  per  share;
                  885,954  warrants,  exercise price of $.20 per share;  266,710
                  warrants,  exercise price of $.25 per share; 123,968 warrants,
                  exercise price of $.30 per share) were issued.



Note 5.  Contingencies
---------------------------------------------------------------

         A. Involuntary Bankruptcy
         -----------------------------------------------------

         On  September  29,  2000,  three  creditors  of  CyberHighway  filed an
         involuntary  petition in the Idaho Federal Bankruptcy Court,  styled In
         Re:CyberHighway,   Inc..  In  December  2000,   CyberHighway   and  the
         petitioning  creditors filed a joint motion to dismiss this proceeding.
         However, some of CyberHighway's  creditors objected to the joint motion
         to dismiss and the motion failed.

         At  December  31,  2002 and 2001,  approximately  $953,561  of accounts
         payable of  CyberHighway  is not reflected on the balance  sheet.  As a
         result of the bankruptcy,  this subsidiary is not consolidated with the
         Company. The effect of not consolidating  CyberHighway on the Company's
         December 31,  2001,  financial  statements  had no effect on net income
         before  extraordinary  items,  eliminated  the  extraordinary  item and
         increased  the net loss by $489,905.  The effect on net loss per common
         share was an increase of $.03 per share of net loss.

         B. Outstanding Judgments
         ------------------------------------------------------

         In 2000,  the Company began  arbitration  proceedings  against a former
         vice  president for  violations of his  employment  agreement  with the
         Company, and, in 2002, an award of $75,000, plus reimbursement of legal
         expenses of  approximately  $25,000 was awarded to the former  officer.
         Also during 2002,  the Company was informed of a default  judgment from
         unchallenged  litigation  in the amount of $22,000.  These  amounts are
         included in accounts payable on the balance sheet.



                                       9
<PAGE>

         C. American Stock Exchange Listing
         -----------------------------------------------------

         Currently,  the Company is not in compliance with the continued listing
         guidelines  of AMEX.  During  the second  quarter  of 2001,  AMEX first
         inquired  with respect to our plan for  achieving  compliance  with its
         continued listing  guidelines.  The Company's response to AMEX included
         an explanation of its anticipated future funding under the first Fusion
         Capital  agreement  and the positive  effects this funding would likely
         have on the Company's business and financial condition, particularly in
         increasing its total assets and stockholders' equity. In July 2002, the
         Company  was  notified by AMEX that it had fallen  below the  continued
         listing standards of AMEX. The Company has 18 months in which to regain
         compliance with AMEX's  continued  listing  standards.  The Company has
         fallen below certain of AMEX's continued listing standards:  (1) losses
         from operations in its two most recent fiscal years with  shareholders'
         equity below $2 million;  and (2) sustained  losses so  substantial  in
         relation to the company's overall  operations or its existing financial
         resources,  or its  financial  condition  in  relation  to its  overall
         operations  or its  existing  financial  resources,  or  its  financial
         condition has become so impaired that it appears  questionable,  in the
         opinion of AMEX,  as to whether  the  company  will be able to continue
         operations  and/or  meet its  obligations  as they  mature.  After AMEX
         reviewed the Company's plan for regaining compliance, it was granted an
         extension of time (18 months) to regain  compliance  with the continued
         listing  standards.  The Company is subject to  periodic  review by the
         AMEX  staff  during the  extension  period.  Failure  to make  progress
         consistent  with the plan or to regain  compliance  with the  continued
         listing  standards by the end of the  extension  period could result in
         the Company's being delisted from AMEX.



Note 6.  Financing Transactions
--------------------------------------------------------------

In May 2001,  the Company  signed an amended and restated  common stock purchase
agreement  with an unrelated  company to sell up to  6,000,000  shares of common
stock for up to $10,000,000.  This agreement  terminated in March 2003, upon the
purchase of the last available shares under the agreement.  During its term, the
purchase  price of the shares  under the  purchase  agreement  varied,  based on
market prices of the Company's common stock.  The  registration  statement filed
with respect to this financing  transaction  became  effective on June 29, 2001.
The commencement  date of the purchase  agreement was July 10, 2001. The Company
received a total of $585,000 in proceeds  under the  purchase  agreement  during
2001, 2002 and 2003, in consideration of 6,000,000 shares.

In March 2003,  the Company  signed a common stock  purchase  agreement  with an
unrelated  company  to sell up to  $10,000,000  of  Company  common  stock.  The
purchase price per share under this purchase  agreement varies,  based on market
prices of the  Company's  common  stock.  The purchase  agreement  calls for the
Company to meet certain  requirements and maintain certain criteria with respect
to its common stock in order to avoid an event of default.  Upon the  occurrence
of the event of  default  the  buyer is no  longer  obligated  to  purchase  any
additional  shares of common stock. A  registration  statement is expected to be
filed in the near future with respect to this financing transaction. There is no
assurance that the Company will benefit from such agreement.






                                       10
<PAGE>

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

Background
--------------------------------------------------------------

         During  2001 and the  first  quarter  of 2002,  we  focused  all of our
         efforts and capital on the exploitation of our wireless Internet access
         products.  Beginning  in  April  2002,  with  the  arrival  of our  new
         president,  we began to expand our business.  By the beginning of 2003,
         we had  become  a  provider  of a  broad  range  of  telecommunications
         services.

Current Overview
--------------------------------------------------------------

         We currently operate as a provider of voice  (telephone),  video (cable
         television)  and data  (Internet)  services to business and residential
         customers. We also market and sell telecommunications-related  hardware
         and software.

         Our business plan involves obtaining,  through internal growth, as many
         voice,  video and data customers as possible.  Our growth strategy also
         includes acquisitions of  telecommunications-related  businesses and/or
         properties which would provide an immediate or potential  customer base
         for our services.

         In early 2003, we  restructured  our  operations by creating  three new
         subsidiary  corporations that reflect our operating  divisions.  In the
         future,  our reports on operations can be expected to contain  business
         segment  information.  However, for the first quarters of 2003 and 200,
         no discussion of business segment operations appears.

         We offer a broad  array of  products  and the start to this part of our
         business has shown some success. In March 2003, we booked approximately
         $35,000  in  equipment  sales.  We have  begun  to build  our  wireless
         Internet  network in Denver.  Also, we have begun to build our wireless
         Internet  network in Colorado  Springs.  We have  become the  preferred
         telecommunications   services   provider   in  four   Denver-area   MDU
         properties,   providing  voice,   video  and  data  services  to  these
         properties.  In the aggregate, we now provide cable television services
         to approximately 160 customers in Denver.

         First Quarter 2003 Acquisitions
         -----------------------------------------------------

         During the first  quarter of 2003,  we acquired  certain  assets from a
         telecommunications  company that have enabled us to begin to operate as
         a seller of  telecommunications-related  hardware and  software.  Since
         acquiring these assets, we have booked approximately $50,000 in sales

         In March  2003,  we  entered  into an  agreement  whereby  we agreed to
         purchase the customer  base of an Arizona  competitive  local  exchange
         carrier  (CLEC),  subject to the requisite  approvals  from the Arizona
         Corporation  Commission  (ACC) and other  regulatory  authorities.  The
         purchase  price,  payable  90  days  from  the  execution  date  of the
         agreement, is to be based upon the number of remaining paying customers
         at the end of the 90 day period.  At the  execution  of the  agreement,
         there  were  approximately  1,700  customers  generating  approximately
         $100,000 gross revenue per month.

         We do not hold a  certificate  for  operating as a CLEC in the State of
         Arizona and,  therefore,  have entered into an agency  agreement with a
         CLEC to provide services to these customers, until such time as we have
         obtained CLEC certification in Arizona.


                                       11
<PAGE>

         Currently, it is uncertain whether the ACC will approve the transfer of
         the acquired customer base; based upon information  currently available
         to our management,  it appears  unlikely that the transfer of customers
         will be approved by the ACC. Based upon this uncertainty, for the three
         months ended March 31,  2003,  we did not record any revenue or related
         expense related to the  transaction.  We have not made any payments nor
         have we realized any revenue from the transaction.  Ultimately,  should
         the  customer  transfer  not be approved by the ACC prior to the 90-day
         look-back date for determining the purchase price of the customer base,
         the effect  would be that there are no paying  customers  and we would,
         therefore, have no payment obligation with respect to the transaction.

         First Fusion Capital Financing Transaction
         -----------------------------------------------------

         In May 2001,  we entered  into an amended  and  restated  common  stock
         purchase  agreement  with  Fusion  Capital,  pursuant  to which  Fusion
         Capital  agreed to purchase up to $10 million of our common stock.  The
         selling  price of the shares was equal to a price based upon the market
         price of our common  stock  without  any fixed  discount  to the market
         price. In March 2003, this agreement ended,  with Fusion Capital having
         purchased all 6,000,000  shares  available for sale under the agreement
         for cash in the total amount of approximately $585,000.

         The majority of these funds were used for operating  expenses.  We will
         need further capital, as we continue to expand our business.

         Second Fusion Capital Financing Transaction
         -----------------------------------------------------

         In March 2003, we entered into another  similar  common stock  purchase
         agreement with Fusion Capital,  pursuant to which Fusion Capital agreed
         to purchase up to $10 million of our common stock. The selling price of
         the shares will be equal to a price based upon the future  market price
         of the common  stock  without any fixed  discount to the market  price.
         Sales under this agreement will not commence until such time as we have
         completed a registration  proceeding with respect thereto. We expect to
         file a registration  statement relating to this transaction in the very
         near future.

CyberHighway Bankruptcy
         -----------------------------------------------------

         In September 2000, an involuntary bankruptcy petition was filed against
         CyberHighway  in the  Idaho  Federal  Bankruptcy  Court,  styled In Re:
         CyberHighway,  Inc.,  Case No.  00-02454,  by ProPeople  Staffing,  CTC
         Telecom,  Inc. and Hawkins-Smith.  We expect a final order of discharge
         to be issued in the  future.  We cannot  predict  when this final order
         will be issued.

Critical Accounting Policies
--------------------------------------------------------------

         There have been no material changes to our critical accounting policies
         during the three months ended March 31, 2003.




                                       12
<PAGE>

         Management's   Discussion   and  Analysis   discusses  the  results  of
         operations  and  financial  condition as reflected in our  consolidated
         financial  statements,  which have been  prepared  in  accordance  with
         accounting  principles  generally  accepted  in the  United  States  of
         America.  The  preparation of financial  statements in conformity  with
         accounting  principles  generally  accepted  in the  United  States  of
         America  requires  management to make  estimates and  assumptions  that
         affect the reported  amounts of assets and  liabilities,  disclosure of
         contingent  assets  and  liabilities  at  the  date  of  the  financial
         statements  and reported  amounts of revenues  and expenses  during the
         reporting  period.  On  an  ongoing  basis,  management  evaluates  its
         estimates   and   judgments,   including   those  related  to  accounts
         receivable,  inventory  valuation,  amortization and  recoverability of
         long-lived assets, including goodwill,  litigation accruals and revenue
         recognition.  Management  bases  its  estimates  and  judgments  on our
         historical  experience and other relevant factors, the results of which
         form the basis for making judgments about the carrying values of assets
         and liabilities that are not readily apparent from other sources.

         While we  believe  that the  historical  experience  and other  factors
         considered  provide  a  meaningful  basis for the  accounting  policies
         applied in the preparation of our consolidated financial statements, we
         cannot  guarantee that our estimates and assumptions  will be accurate.
         If such estimates and  assumptions  prove to be  inaccurate,  we may be
         required to make adjustments to these estimates in future periods.

Results of Operations
--------------------------------------------------------------

         General
         -----------------------------------------------------

         During  the first  quarter  of 2002,  we  derived  our small  amount of
         revenues from our wireless Internet access business.  During the second
         quarter of 2002, our  management  expanded our business plan and caused
         an evolution of our business, which has led to changes in our operating
         structure.   We  began  to  derive   revenues  from  our  expanded  and
         reorganized  business  in the  first  quarter  of 2003,  with our small
         amount of revenues  from the first  quarter of 2003 being  derived from
         our video services and equipment  sales.  We currently lack the capital
         necessary  to pursue our  full-scale  business  plan,  and we may never
         possess enough capital with which to do so. In this circumstance, it is
         likely that we would never earn a profit.

         In the third quarter of 2001, we began wireless Internet  operations in
         Del Rio, Texas,  and that system grew to have 50 customers  online in a
         short period of time.  Our growth  there,  during 2002,  was  inhibited
         significantly  due to our lack of  capital.  Then,  during  the  fourth
         quarter of 2002, our management  determined to cease  operations in Del
         Rio,  due to Del  Rio's  geographic  separation  from our home  area of
         Eastern Colorado.

         Our revenues for the first quarter of 2002 were small, due to a lack of
         funds with which to expand our operations.  Although we began to derive
         greater revenues from our operations  during the first quarter of 2003,
         the  level of our  future  revenues  cannot  be  predicted,  due to our
         significant lack of capital.

         Three Months Ended March 31, 2003, versus
         Three Months Ended March 31, 2002.
         -----------------------------------------------------

         During the 2002 period,  our small amount of revenues were derived from
         our wireless  Internet access business;  during the 2003,  period,  our
         small  amount of revenues  were  derived  from our video  services  and
         equipment sales.  Without additional capital,  our revenues will remain
         at these levels.

         Our  operating  results  for the  first  quarters  of 2003 and 2002 are
         summarized in the following table:


                                       13
<PAGE>
<TABLE>
<CAPTION>

                                                   Three Months Ended    Three Months Ended
                                                     March 31, 2003        March 31, 2002
                                                       (unaudited)           (unaudited)
                                                     --------------        --------------
<S>                                                  <C>                   <C>
         Revenues                                    $       31,608        $        4,626
         Internet Access Costs, Cost of Goods Sold          (13,499)               (8,482)
         Gross Profit (Loss)                                 18,109                (3,856)
         Operating Expenses                                 600,842               603,918
         Loss from Operations                              (582,733)             (607,774)
         Net Loss                                          (582,733)             (607,957)
</TABLE>

         Our net loss of $582,733  (unaudited) for the first quarter of 2003 was
         slightly  lower  than  our net loss for the  2002  period  of  $270,147
         (unaudited).  Certain  line  items  in our  statem  ents of  operations
         changed  materially  from the 2002  period  to the 2003 p eriod,  which
         contributed  to the  small  reduction  in our net loss for the  current
         period, as follows:


         -        Professional  fees  decreased from $270,147 in the 2001 period
                  to $107,501 in the 2003 period.  This  decrease is a result of
                  our not having required  professional services during the 2003
                  period at the levels required  during the 2002 period.  Should
                  we continue to lack cash reserves,  it is likely that,  during
                  the  remainder  of 2003,  we would issue  shares of our common
                  stock in payment of certain professional fees.

         -        Salaries and  commissions  decreased from $242,314 in the 2002
                  period to $168,506 during the current period. This decrease in
                  salaries and  commissions  occurred  due to the 2002  period's
                  one-time charge  associated with the issuance of 34,536 shares
                  of our common  stock to one of our  officers,  in payment of a
                  portion of his  accrued  salary in the  approximate  amount of
                  $140,000.

         -        During the 2002  period,  we incurred  $62,000 in  advertising
                  expense  compared to $3,913 in the current period.  All of our
                  advertising  expenses during the 2002 period were attributable
                  to the  exercise  of options  to acquire  shares of our common
                  stock by a consultant.

         -        Other  general  and  administrative  expenses  increased  from
                  $14,743 in the 2002 period to $290,158 in the current  period.
                  This increase is due, in part, to two  non-recurring  charges:
                  (1) a charge of  approximately  $125,000  associated  with our
                  issuing  2,500,000  shares of our common stock as a commitment
                  fee under  the  second  Fusion  Capital  agreement;  and (2) a
                  charge of approximately  $65,000  associated with the issuance
                  of certain  option to a consultant.  This line item  increased
                  also as a  result  of our  having  expanded  the  scope of our
                  business plan, after the first quarter of 2002.

         We expect that our results of operations for the second quarter of 2003
         will be similar to those of the first quarter of 2003.

         Due to our severe lack of capital during 2002 period,  we issued shares
         of our stock to  consultants  in  payment of their  services.  The fair
         value of the shares issued to consultants is included in our statements
         of operations under the "Professional  Fees" line item.  Issuing shares
         of our  common  stock was the only  means by which we could  obtain the
         consultants' services. The value of the consulting services received by
         us under each agreement has been expensed in equal monthly amounts over
         their respective terms:

         -        during  the  first  three  months of 2002,  we issued  570,000
                  shares of our common stock under consulting agreements;  these
                  shares  were  valued  for  financial  accounting  purposes  at
                  $61,500,  in the  aggregate.  All of  this  total  amount  was
                  expensed during 2002.

         -        during the first three months of 2003,  we issued no shares of
                  our common stock in payment of services.


                                       14
<PAGE>

Liquidity and Capital Resources
--------------------------------------------------------------

         General.
         -----------------------------------------------------

         Since our inception, we have had a significant working capital deficit.
         Currently, we are substantially illiquid, although we do possess enough
         cash,  through the result of recent  securities  sales, to continue our
         current  level of business  activities,  until we begin to obtain funds
         under the second Fusion Capital common stock purchase agreement. As the
         level of funding  under the first Fusion  Capital  agreement  was lower
         than we had anticipated,  during 2002 and the first quarter of 2003, we
         obtained  additional  funds  through  sales of our  securities to other
         parties  to meet our cash  requirements.  During  the first  quarter of
         2003,  we obtained  approximately  $70,000 from the exercise of certain
         warrants and  approximately  $100,000  under the first  Fusion  Capital
         agreement.

         The majority of these funds were used for operating expenses.

         We will need further capital, as we continue to expand our business. It
         is possible that we will not be able to secure  adequate  capital as we
         need it. Also, without additional capital, it is possible that we would
         be forced to cease operations.

         In July 2002, we became aware of an existing  default  judgment against
         us,  dated June 7, 2001,  in the  approximate  amount of  $22,000.  The
         lawsuit  went  unchallenged  as a result of  administrative  error.  In
         August  2002,  an  arbitrator   ruled  against  us  in  an  arbitration
         proceeding against our former chief financial officer, in the amount of
         $100,000.  We are currently  negotiating  terms with respect to each of
         these liabilities.

         Our Capital Needs.
         -----------------------------------------------------

         Due to our  expanded  business  plan,  our  current  capital  needs are
         significantly  greater than they were during the first quarter of 2002.
         To sustain our current level of operations  for the next twelve months,
         we will  require  additional  capital  of  approximately  $500,000.  To
         accomplish  our  business  objectives,  we will  require  at  least  $2
         million.  If we are unable to obtain this needed  capital,  we could be
         forced to cease our operations.

         Currently we do not possess  enough  capital to accomplish our business
         objectives on a full-scale basis.

         Fusion Capital Agreements
         -----------------------------------------------------

         Beginning  in July 2001,  we began to receive the first funds under our
         first agreement with Fusion Capital.  Through December 31, 2002, we had
         received only $445,000 in payment of a total of 4,200,000  shares under
         that agreement. This agreement ended in March 2003, with Fusion Capital
         having  purchased  all  6,000,000  shares  available for sale under the
         agreement for a total of $585,000 in cash.

         In March 2003, we entered into a second common stock purchase agreement
         with Fusion Capital,  which agreement is  substantially  similar to the
         first  agreement.  Under the  second  agreement,  Fusion  Capital is to
         purchase up to $10 million of our common  stock,  based on future stock
         prices.  We will not begin to sell shares to Fusion  Capital under this
         agreement,  until  such  time  as  we  have  completed  a  registration
         proceeding  relating  thereto  with the SEC.  No  prediction  as to the
         timing  of  this  circumstance  can  be  made.  We  expect  to  file  a
         registration  statement  relating to this  transaction in the very near
         future.

         Should all of our outstanding  warrants be exercised,  we would receive
         cash proceeds of approximately  $2,000,000.  Any funds derived from the
         exercise of warrants would be used for working capital.


         You should note that we may never  receive  any of the funds  discussed
         above.  Our failure to obtain capital from these sources could cause us
         to cease our operations.


                                       15
<PAGE>

         March 31, 2003.
         -----------------------------------------------------

         Historically,  we have had a significant  working capital  deficit.  At
         March 31, 2003, our working  capital  deficit was $265,355  (unaudited)
         which is higher than our $100,301  deficit at December  31,  2002.  The
         weaken of our capital position is due to our lack of revenues  compared
         to our  ongoing  expenses.  Without  additional  capital,  our  working
         capital deficit can be expected to become larger each quarter.

         The  following   table  sets  forth  our  current  assets  and  current
         liabilities at March 31, 2003, and December 31, 2002:


































                                       16
<PAGE>
<TABLE>
<CAPTION>

                                                                     March 31, 2003         December 31, 2002
                                                                       (unaudited)
                                                                 ----------------------- -----------------------
<S>                                                                      <C>                    <C>
         Current Assets         Cash                                     $27,699                $111,568
                                Accounts receivable                      23,675                    224
                                Inventory                                26,715                   2,715
                                Other current assets                     13,590                   4,942
         Current Liabilities    Accounts Payable                         158,278                 131,146
                                Note Payable                             87,604                  87,604
                                Accrued Payroll                          98,376                     0
                                Notes Payable to Stockholder              1,000                   1,000
</TABLE>

         Our  accrued  payroll at March 31,  2003,  is  attributable  to accrued
         salaries of our officers. Due to our lack of capital, our officers have
         agreed to be paid less than their full salaries,  until such time as we
         improve our capital position.

         During the first  quarter of 2003,  we  obtained a total of $173,982 in
         cash from sales of our securities:

         -        $103,000  from  the sale of  1,859,865  shares  of our  common
                  stock; and

         -        $70,782 from the exercise of 1,517,000 outstanding warrants to
                  purchase a like number of shares.

         The funds received were applied primarily to operating expenses.

         Subsequent to March 31, 2003, in April 2003, we obtained  funds through
         sales of our securities, as follows:

         -        $25,000 from the exercise of options - 500,000  shares at $.05
                  per share.  These funds were applied  exclusively to operating
                  expenses.

         -        $50,000 from the exercise of 1,200,000 outstanding warrants to
                  purchase a like number of shares. A portion of these funds are
                  to be used for operating expenses,  while the balance is to be
                  utilized in our efforts to expand our business.

         Without obtaining at least $1,000,000 in new capital,  we will continue
         to have a significant  working  capital deficit and will not be able to
         operate from a position of  liquidity.  This will impair our ability to
         pursue our full-scale business plan and, thus, our ability ever to earn
         a profit.

         If we are  unable  to  obtain  significant  additional  capital,  it is
         possible that we would be forced to cease operations.

         Cash Flows from Operating Activities.
         -----------------------------------------------------

         During  the  first  quarter  of  2003,  our  operations  used  $160,902
         (unaudited)  in cash  compared  to cash  used of  $123,305  (unaudited)
         during the first quarter of 2002.  In both periods,  the use of cash in
         operations was a direct result of the lack of revenues  compared to our
         operating expenses, particularly salaries and commissions.

      Cash Flows from Investing Activities.
      -----------------------------------------------------

         During the first  quarter of 2002,  our  investing  activities  neither
         provided nor used cash. However,  during the first quarter of 2003, our
         investing  activities used $64,949  (unaudited) in cash,  nearly all of
         which is attributable to equipment  purchases.  Because we lack working
         capital, we cannot predict our cash flows from investing activities for
         the remainder of 2003.




                                       17
<PAGE>

         Cash Flows from Financing Activities.
         -----------------------------------------------------

         For the  first  quarter  of 2003,  our  financing  activities  provided
         $141,982  (unaudited) in cash.  Notes  receivable of $32,000 offset our
         issuance  of common  stock for cash of  $103,000  and the  exercise  of
         warrants  of  $70,982.  For the first  quarter of 2002,  our  financing
         activities provided $123,579 (unaudited) in cash. Our payments on notes
         payable to  stockholder  of $18,521  and $4,900 in  finder's  fees were
         offset by payments on subscriptions  receivable of $70,000,  $64,000 in
         cash from sales of our common stock and $13,000 in cash obtained by the
         exercise of certain  warrants.  We continue to seek capital and cannot,
         therefore,   predict   future  levels  of  cash  flows  from  financing
         activities.

Management's Plans Relating to Future Liquidity
---------------------------------------------------------------------------

         To sustain our current level of operations  for the next twelve months,
         we will  require  additional  capital  of  approximately  $500,000.  To
         accomplish  our  business  objectives,  we will  require  at  least  $2
         million.

         Our best  opportunity  for  obtaining  needed  funds is pursuant to the
         second Fusion Capital agreement. We cannot predict the level of funding
         to  be  obtained  under  this  agreement  or  the   commencement   date
         thereunder.

         Since we only plan to sell up to  20,000,000  shares to Fusion  Capital
         under the second  Fusion  Capital  agreement,  the selling price of our
         stock sold to Fusion Capital will need to average $.50 per share for us
         to receive the maximum  proceeds of $10 million  under that  agreement.
         Assuming a selling  price of $.09 per share,  the closing sale price of
         the common stock on May 19, 2003, and the purchase by Fusion Capital of
         the full amount of shares  purchasable  under the second Fusion Capital
         agreement, total proceeds to us would only be approximately $1,800,000,
         unless we choose to issue more than  20,000,000  shares,  which we have
         the right to do.

         Should  we  obtain  at  least  $2  million  under  the  Fusion  Capital
         agreement, we believe that we will be able to make significant progress
         in implementing our business plan.

         We cannot assure you that we will accomplish these objectives.

         Currently,   we  have  no  other  sources  for  funding  on  the  scale
         contemplated by the Fusion Capital transaction.

         If we do not obtain the necessary funding,  we would be forced to cease
         operations.

Capital Expenditures
---------------------------------------------------------------------------

         During the first three months of 2003, we made capital  expenditures of
         $64,949,  primarily  for needed  equipment.  We currently  have limited
         capital with which to make any significant capital expenditures. Should
         we obtain significant funding, of which there is no assurance, we would
         be able to make  significant  expenditures on equipment.  The amount of
         these equipment purchases cannot be predicted due to the uncertainty of
         funding levels and timing. However, without additional capital, we will
         make no capital expenditures.






                                       18
<PAGE>

CERTAIN STATEMENTS  CONTAINED IN THIS  "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" ARE "FORWARD-LOOKING  STATEMENTS"
WITHIN THE MEANING OF THE PRIVATE  SECURITIES  LITIGATION REFORM ACT OF 1995 AND
ARE, THUS, PROSPECTIVE.  THESE FORWARD-LOOKING  STATEMENTS ARE SUBJECT TO RISKS,
UNCERTAINTIES  AND OTHER  FACTORS  WHICH  COULD CAUSE  ACTUAL  RESULTS TO DIFFER
MATERIALLY  FROM FUTURE  RESULTS  EXPRESSED  OR IMPLIED BY SUCH  FORWARD-LOOKING
STATEMENTS.  THE MOST SIGNIFICANT OF SUCH RISKS, UNCERTAINTIES AND OTHER FACTORS
IS OUR ABILITY TO OBTAIN  CAPITAL IN AMOUNTS  NECESSARY FOR US TO ACCOMPLISH OUR
PLAN FOR THE EXPLOITATION OF OUR QUICK-CELL  WIRELESS  INTERNET ACCESS PRODUCTS,
AS WELL AS CONSUMER ACCEPTANCE OF THESE PRODUCTS.

Item 3. Controls and Procedures
--------------------------------------------------------------------------------

Our Chief  Executive  Officer and Chief  Financial  Officer  have  reviewed  and
evaluated  the  effectiveness  of our  disclosure  controls and  procedures  (as
defined  in  the  Securities  Exchange  Act  of  1934  Rules  240.13a-14(c)  and
15d-14(c)) as of a date within 90 days before the filing date of this  quarterly
report on Form  10-QSB and have  concluded  that such  disclosure  controls  and
procedures are effective in timely alerting them to material  information  about
our company  required to be disclosed by us in our periodic reports that we file
or submit under the  Securities  Exchange  Act of 1934.  There have not been any
significant  changes in our  internal  controls or in other  factors  that could
significantly  affect  these  internal  controls  subsequent  to the date of the
evaluation.



                           PART II - OTHER INFORMATION
--------------------------------------------------------------------------------

Item 1.  Legal Proceedings.
--------------------------------------------------------------------------------

         CyberHighway Involuntary Bankruptcy
         -----------------------------------------------------

         On September 29, 2000,  an  involuntary  bankruptcy  petition was filed
         against  CyberHighway in the Idaho Federal Bankruptcy Court,  styled In
         Re: CyberHighway,  Inc., Case No. 00-02454.  The petitioning  creditors
         were  ProPeople  Staffing,  CTC  Telecom,  Inc. and  Hawkins-Smith.  In
         December 2000, CyberHighway and the petitioning creditors filed a joint
         motion to dismiss  this  proceeding.  The joint  motion to dismiss  was
         denied  because  the  creditors  believe  that  CyberHighway's   as-yet
         unasserted damage claims against the original petitioning creditors and
         their  law  firm  and  a  claim  against  Dialup  USA,  Inc.  represent
         CyberHighway's  most valuable assets.  These as-yet  unasserted  claims
         include claims for bad faith filing of the original bankruptcy petition
         as to the original petitioning creditors and their law firm, as well as
         claim for tortious interference with beneficial business  relationships
         as to Dialup USA, Inc. It is likely that, at some time in the future, a
         final order of bankruptcy will be entered with respect to CyberHighway,
         no prediction  of the timing of such an order can be made,  although we
         believe that such an order would come only after the final adjudication
         of the claims described above.

         Other Litigation
         -----------------------------------------------------

         In  November  2000,  CyberHighway  requested  and  received a temporary
         restraining order against Darrell Davis,  formerly one of our officers,
         and his wife,  Deanna  Davis.  We have  alleged  that the Davises  have
         diverted dial-up customers from CyberHighway to a company controlled by
         him,  all  while  he  was  an  employee  of  USURF  America.  It is our
         expectation  that this legal  proceeding will be abandoned by us in the
         near future.  This case is styled:  CyberHighway,  Inc.  versus  Deanna
         Davis, individually and d/b/a Cyber- Trail, Inc., and Darrell D. Davis,
         19th  Judicial  District  Court,  Parish of East Baton Rouge,  State of
         Louisiana, Case No. 478320.


                                       19
<PAGE>




         In  January  2000,  we  instituted   arbitration   proceedings  against
         Christopher L. Wiebelt,  our former vice president of finance and chief
         financial officer.  At the recent hearing,  we alleged that Mr. Wiebelt
         violated  certain terms of his employment  agreement and sought damages
         resulting from those  violations,  while Mr. Wiebelt  claimed  wrongful
         termination under his employment agreement.  The arbitrator has awarded
         Mr. Wiebelt $75,000,  plus legal expenses of approximately  $25,000. We
         are attempting to negotiate payment terms.  This case is styled:  USURF
         America,  Inc.  versus  Christopher  L. Wiebelt,  American  Arbitration
         Association, Case No. 71-160-00087-01.


         In July 2002, we became aware of an existing  default  judgment against
         us,  dated June 7, 2001,  in the  approximate  amount of  $22,000.  The
         lawsuit,  filed by a law firm in Boise,  Idaho,  went unchallenged as a
         result of administrative  error. We are attempting to negotiate payment
         terms. This case is styled: Marcus,  Merrick,  Montgomery,  Christian &
         Hardee,  LLP vs.  USURF  America,  Inc.,  District  Court of the Fourth
         Judicial  District of the State of Idaho, in and for the County of Ada,
         Case No. CV OC 0101693D.

Item 2.  Changes in Securities.
--------------------------------------------------------------------------------

During the three months ended March 31, 2003, we issued securities as follows:

         1.      (a)      Securities  Sold. In January 2003,  375,000 shares of
                           our common stock were issued.

                  (b)      Underwriter  or Other  Purchasers.  Such  shares were
                           issued to DMJ Communications, Inc.

                  (c)      Consideration.  Such shares were issued pursuant to a
                           stock purchase  agreement and were valued at $20,000.


                  (d)      Exemption from Registration  Claimed.  We relied upon
                           the exemption from  registration  afforded by Section
                           4(2) of the Securities  Act of 1933, as amended,  and
                           Rule 506 thereunder. This purchaser was an accredited
                           investor.



         2.       (a)      Securities  Sold. In March 2003,  2,500,000 shares of
                           our common stock were issued.

                  (b)      Underwriter  or Other  Purchasers.  Such  shares were
                           issued to Fusion Capital Fund II, LLC.

                  (c)      Consideration.  Such shares were issued pursuant to a
                           common stock  purchase  agreement  and were valued at
                           $75,000.

                  (d)      Exemption from Registration  Claimed.  We relied upon
                           the exemption from  registration  afforded by Section
                           4(2) of the Securities  Act of 1933, as amended,  and
                           Rule 506 thereunder. This purchaser was an accredited
                           investor.



         3.       (a)      Securities   Sold.  In  February  2003,  a  total  of
                           2,030,000 common stock purchase warrants were issued.

                  (b)      Underwriter  or Other  Purchasers.  Such  shares were
                           issued to Shelter Capital Ltd.

                  (c)      Consideration.  Such shares were issued pursuant to a
                           letter agreement.

                  (d)      Exemption from Registration Claimed. These securities
                           were  sold to a  single  non-U.S.  purchaser  and are
                           exempt from registration  under the Securities Act of
                           1933,  as  amended,  pursuant  to the  provisions  of
                           Regulation S thereunder.






                  (e)      Terms of Conversion or Exercise.  The exercise prices
                           of the warrants are: 540,000 warrants, exercise price
                           $.049 per share;  213,368  warrants,  exercise  price
                           $.10 per share;  885,954 warrants,  exercise price of
                           $.20 per share;  266,710 warrants,  exercise price of
                           $.25 per share;  123,968 warrants,  exercise price of
                           $.30 per share;  all of the warrants are  exercisable
                           for a period of five years from issuance.



Item 3.  Defaults upon Senior Securities.
--------------------------------------------------------------------------------

      None.




                                       20
<PAGE>

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

      None.



Item 5.  Other Information.
--------------------------------------------------------------------------------

      None.



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

(a) Exhibits.
--------------------------------------------------------------

      Exhibit No. Description
      ----------- --------------------------------------------------------------

         99.1     Certification  Pursuant to 18 U.S.C. Section 1350 of President
                  and CEO

         99.2     Certification  Pursuant  to 18  U.S.C.  Section  1350 of Chief
                  Financial Officer and Principal Accounting Officer

(b) Reports on Form 8-K.
--------------------------------------------------------------

         During the three  months  ended  March 31,  2003,  we filed one Current
         Report on Form 8-K, as follows:

         -        Date of event:  January 16, 2003, wherein we reported a change
                  in independent auditors;

         -        Date of  event:  March  10,  2003,  wherein  we  reported  our
                  entering into a financing transaction with a third party; and

         -        Date of event:  March 31,  2003,  wherein  we  reported  (1) a
                  change in the  location of our  executive  offices and (2) the
                  resignation of one of our directors.



                                       21
<PAGE>

--------------------------------------------------------------------------------
                                   SIGNATURES
--------------------------------------------------------------------------------

In accordance  with the  requirements  of the  Securities  Exchange Act of 1934,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

Date: May 20, 2003                              USURF AMERICA, INC.



                                                By: /s/ CHRISTOPHER K. BRENNER
                                                    ----------------------------

                                                 Christopher K. Brenner

                                                 Vice President of Finance and
                                                 Administration, Chief Financial
                                                 Officer [Principal Accounting
                                                 Officer] and Secretary























                                       22
<PAGE>

                        CERTIFICATION OF PERIODIC REPORT
--------------------------------------------------------------------------------

I, Douglas O. McKinnon, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of USURF America,
          Inc.

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

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

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

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

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

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

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

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

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

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 20, 2003.



/s/ DOUGLAS O. MCKINNON
------------------------

Douglas O. McKinnon
President and CEO















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<PAGE>



I, Christopher K. Brenner, certify that:

1.   I have reviewed this  quarterly  report on Form 10-KSB/A of USURF  America,
     Inc.

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

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

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

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

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

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

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

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

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

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 20, 2003.



/s/ CHRISTOPHER K. BRENNER
--------------------------

Christopher K. Brenner
Vice President of Finance
and Administration, Chief
Financial Officer and
Secretary


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