========================================
                                   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 June 30, 2003

                                       OR

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


                    ----------------------------------------
                           Commission File No. 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 8-14-03
--------------------------------                --------------------------------
 Common Stock, $.0001 par value                           84,867,203






<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 June 30, 2003 (unaudited),
and December 31, 2002                                                        3

Consolidated Statements of Operations for the Three Months
Ended June 30, 2003 and 2002 (unaudited), and the Six Months
Ended June 30, 2003 and 2002  (unaudited)                                    5

Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 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, AND JUNE 30, 2003 (UNAUDITED)

                                     ASSETS

                                                       6/30/03        12/31/02
                                                     (unaudited)
                                                     -----------    -----------

CURRENT ASSETS

      Cash and cash equivalents                      $   384,129    $   111,568

      Accounts receivable                                 41,855            224

      Inventory                                           26,865          2,715

      Notes receivable - current                          32,000              0

      Other current assets                                12,910          4,942
                                                     -----------    -----------

                        Total Current Assets             497,760        119,449
                                                     -----------    -----------

PROPERTY AND EQUIPMENT

      Cost                                               190,041         73,359

      Less: accumulated depreciation                     (27,244)        (7,336)
                                                     -----------    -----------

                    Total Property and Equipment         162,797         66,023
                                                     -----------    -----------

INTANGIBLES                                              201,604        201,604

      Less: accumulated amortization                      (6,954)             0
                                                     -----------    -----------

                          Total Intangibles              194,650        201,604
                                                     -----------    -----------

OTHER ASSETS

      Prepaid consulting                                       0              0

      Other                                               50,010         20,000
                                                     -----------    -----------

                         Total Other Assets               50,010         20,000
                                                     -----------    -----------

TOTAL ASSETS                                         $   905,217    $   407,076
                                                     ===========    ===========


The accompanying notes are an integral part of these statements.


                                                                               3
<PAGE>
<TABLE>
<CAPTION>

                      USURF AMERICA, INC. AND SUBSIDIARIES
                           COLORADO SPRINGS, COLORADO
                    ----------------------------------------
                    CONSOLIDATED BALANCE SHEETS DECEMBER 31,
                       2002, AND JUNE 30, 2003 (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                         6/30/03        12/31/02
                                                                       (unaudited)
                                                                      ------------    ------------
<S>                                                                   <C>             <C>
CURRENT LIABILITIES

      Accounts payable                                                $    203,083    $    131,146

      Payroll taxes payable                                                 19,007               0

      Note Payable                                                          87,604          87,604

      Accrued payroll                                                      166,053               0

      Other current liabilities                                              3,689               0

      Notes payable to stockholder                                               0           1,000
                                                                      ------------    ------------

                          Total Liabilities                                479,436         219,750
                                                                      ------------    ------------

STOCKHOLDERS' EQUITY

      Common stock, $.0001 par value; Authorized: 100,000,000                8,449           7,145
      shares; Issued and outstanding: 84,492,203, at June 30, 2003,
      and 71,445,338 at December 31, 2002

      Additional paid-in capital                                        42,028,556      40,778,870

      Accumulated deficit                                              (41,426,276)    (40,207,489)

      Subscriptions                                                         (9,950)        (21,200)

      Deferred consulting                                                 (174,998)       (370,000)
                                                                      ------------    ------------

                         Total Stockholders' Equity                        425,781         187,326
                                                                      ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $    905,217    $    407,076
                                                                      ============    ============
</TABLE>


The accompanying notes are an integral part of these statements.




                                                                               4
<PAGE>
<TABLE>
<CAPTION>

                      USURF AMERICA, INC. AND SUBSIDIARIES
                           COLORADO SPRINGS, COLORADO
                 ----------------------------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED JUNE 30, 2003 AND 2002, AND
                   THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

                                             Three Months Ended June 30,     Six Months Ended June 30,
                                            ----------------------------    ----------------------------
                                                2003            2002            2003            2002
                                            (unaudited)     (unaudited)     (unaudited)     (unaudited)
                                            ------------    ------------    ------------    ------------
<S>                                         <C>             <C>             <C>             <C>
Revenues                                    $     39,562    $      4,676    $     71,170    $      9,302

Internet access costs, cost of goods sold        (14,180)         (8,669)        (27,679)        (17,151)

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

Gross profit (loss)                               25,382          (3,993)         43,491          (7,849)
                                            ------------    ------------    ------------    ------------

OPERATING EXPENSES

      Depreciation and amortization               15,173           7,034          26,862          14,067

      Professional fees                          121,549         422,910         229,050         693,057

      Rent                                        27,135           7,682          47,110          15,363

      Salaries and commissions                   157,334         711,995         325,840         817,163

      Advertising                                      0           2,845           3,013          64,845

      Other general and administrative           340,253         125,628         630,411         140,371
                                            ------------    ------------    ------------    ------------

             Total Operating Expenses            661,444       1,278,094       1,262,286       1,742,866
                                            ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                            (636,062)     (1,282,087)     (1,218,795)     (1,750,715)
                                            ------------    ------------    ------------    ------------

OTHER (EXPENSE)

      Interest income                                  8               7               8               7

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

           Total Other Income (Expense)                8               7               8            (176)
                                            ------------    ------------    ------------    ------------

LOSS BEFORE INCOME TAX                          (636,054)     (1,282,080)     (1,218,787)     (1,750,891)

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

NET LOSS                                    $   (636,054)   $ (1,282,080)   $ (1,218,787)   $ (1,750,891)
                                            ============    ============    ============    ============



Net loss per common share                   $    (0.0078)   $      (0.03)   $    (0.0156)   $      (0.05)
                                            ============    ============    ============    ============



Weighted average number of shares             82,048,870      41,190,086      77,984,415      35,044,692
outstanding                                 ============    ============    ============    ============
</TABLE>


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
                     SIX MONTHS ENDED JUNE 30, 2003 AND 2002

                                                                         Six Months Ended June 30,
                                                                        --------------------------
                                                                            2003          2002
                                                                        (unaudited)    (unaudited)
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
-------------------------------------------------
      Net loss                                                          $(1,218,787)   $(1,750,891)

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

           Depreciation and amortization                                     26,862         14,067

           Consulting and other fees paid with stock                        450,258        509,993

           Compensation expense paid with stock                                   0        639,880

           Advertising expense paid with stock                                    0         62,000

           Legal fees paid with stock                                             0        101,000

      Changes in operating assets and liabilities

           Accounts receivable                                              (41,631)             0

           Inventory                                                           (150)        (4,100)

           Other assets                                                      (7,968)             0

           Accounts payable                                                  71,937         25,164

           Accrued payroll                                                  166,053        (16,293)

           Deferred consulting                                              195,002              0

           Other current liabilities                                         22,685         75,000
                                                                        -----------    -----------

               Net cash (used in) operating activities                     (355,739)      (344,180)
                                                                        -----------    -----------

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

      Capital expenditures                                                 (116,682)             0
                                                                        -----------    -----------

               Net cash (used in) investing activities                     (116,682)             0
                                                                        -----------    -----------



                                                                               6
<PAGE>

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

      Payments on subscriptions receivable                                   11,250        240,000

      Payments on notes payable - stockholder                                (1,000)       (18,521)

      Issuance of common stock for cash                                     153,000        186,000

      Warrants exercised                                                    593,732         13,000

      Notes receivable                                                      (32,000)             0

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

               Net cash provided by financing activities                    724,982        415,579
                                                                        -----------    -----------

Net increase (decrease) in cash and cash equivalents                        272,561         71,399

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

Cash and cash equivalents, end of period                                $   384,129    $    71,409
                                                                        ===========    ===========
</TABLE>


The accompanying notes are an integral part of these statements.



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

Six Months Ended June 30, 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.

Six Months Ended June 30, 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.

     -    In  April  2002,  the  Company  entered  into a  one-month  consulting
          agreement, by issuing 75,000 shares of stock valued at $6,000.

     -    In April 2002,  the Company  issued 500,000 shares of stock in payment
          of legal services, which shares of stock were valued at $35,000.

     -    In  April  2002,  the  Company  issued  500,000  shares  of stock to a
          consultant, which shares of stock were valued at $35,000.




                                                                               7
<PAGE>

     -    In April 2002, the Company issued a total of 9,000,000 shares of stock
          to certain  officers,  in connection with their respective  employment
          agreements, which shares were valued at $960,000.

     -    In April 2002,  the Company  issued 200,000 shares of stock in payment
          of a $20,000 account payable.

     -    In  April  2002,  the  Company  entered  into a  six-month  consulting
          agreement, by issuing 900,000 shares of stock valued at $99,000.

     -    In  April  2002,  the  Company  entered  into a  six-month  consulting
          agreement, by issuing 250,000 shares of stock valued at $27,500.

     -    In  April  2002,  the  Company  entered  into a  six-month  consulting
          agreement, by issuing 250,000 shares of stock valued at $27,500.

     -    In April 2002, the Company into a six-month consulting  agreement,  by
          issuing 150,000 shares of stock valued at $15,000.

     -    In May 2002,  the Company issued 900,000 shares of stock in payment of
          legal services, which shares of stock were valued at $60,000.

     -    In  May  2002,  the  Company  entered  into  a  one-month   consulting
          agreement, by issuing 75,000 shares of stock valued at $4,500.























                                                                               8
<PAGE>

                      USURF AMERICA, INC. AND SUBSIDIARIES
                           COLORADO SPRINGS, COLORADO
                   ------------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   SIX MONTHS ENDED JUNE 30, 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 six  months  ended  June 30,  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.



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

                                             June 30, 2003     December 31, 2002
                                              (unaudited)
                                           -----------------   -----------------
    Notes payable to stockholder, interest        $0                $1,000
    accrues at 8%, due on demand and
    unsecured





                                                                               9
<PAGE>

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

During the six months ended June 30, 2003,  the Company  issued 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;

     -    1,500,000 shares upon the exercise of certain options; and

     -    1,000,000 shares upon the exercise of certain options.



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

A. 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.

B. American Stock Exchange Listing
------------------------------------

Currently,  the  Company  is  not  in  compliance  with  the  continued  listing
guidelines of AMEX.  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.



                                                                              10
<PAGE>

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.


























                                                                              11
<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
communications services.

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

We  currently  operate  as a  provider  of  video  (cable  television)  and data
(Internet)  services to business and residential  customers.  We also market and
sell  telecommunications-related  hardware and software. 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
communications-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  six  months  of 2003 and 200,  no  discussion  of  business  segment
operations appears.

For the first six months of 2003,  we recorded  $71,170 in  equipment  sales and
services.  We have begun to build our wireless  Internet  network in both Denver
and 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.

     Recent Sales of Equity.
     ------------------------------------------------------------------

     During  June 2003,  we  obtained  approximately  $430,000  pursuant  to the
     exercise of certain  warrants and options,  as well as the sale of units of
     our common stock and warrants.  These funds  improved our capital  position
     and  provided  the funds  necessary  to  purchase  equipment  necessary  to
     continue construction of our Colorado Springs and Denver  wireless-Internet
     networks and for working capital.

      First Half 2003 Acquisitions.
      -----------------------------------------------------------------

          Asset Acquisition.
          --------------------------------------------

          During the first  half 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 services.  Since
          acquiring these assets, we have recorded revenues of $36,558.

          Pending Business Acquisition.
          --------------------------------------------

          In June 2003,  we executed a letter of intent to acquire the assets of
          a private company that sells  telecommunications-related  hardware and
          software. A letter agreement executed by the seller  contemporaneously
          with the letter of intent  provides  that,  pending the execution of a
          definitive  purchase  agreement  concerning the  transaction,  we will
          provide all services to certain of the seller's customers and will pay
          all costs  incurred to provide such service.  In exchange,  the seller
          will  pay us a  management  fee in an  amount  equal  to all  revenues
          generated by the provision of such  services.  During the term of such
          letter  agreement,  we will invoice all such  customers and retain all
          monies collected on such invoices.  In June 2003, we recorded revenues
          of $28,344  in  connection  with  services  provided  under the letter
          agreement . These revenues  appear in our statements of operations for
          the period ended June 30, 2003.  We will continue to operate under the
          letter  agreement  until a definitive  purchase  agreement is executed
          with the seller.  We expect to execute  such an  agreement in the near
          future.




                                                                              12
<PAGE>
<TABLE>
<CAPTION>

          Termination of Pending CLEC
          Acquisition.
          --------------------------------------------

          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.  During
          the  second  quarter  of 2003,  based  upon the  failure of the ACC to
          provide the necessary approvals, we terminated this agreement.

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

There have been no material changes to our critical  accounting  policies during
the six months ended June 30, 2003.

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 half of 2002,  our revenues were derived from our wireless
     Internet access business. During the second quarter of 2002, our management
     expanded our business  plan to include  video  products.  As a result,  our
     revenues during the first half of 2003 included  revenues from the sales of
     video services and equipment.

     Six Months Ended June 30, 2003, versus Six
     Months Ended June 30, 2002.
     -----------------------------------------------------

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

                                                 Six Months Ended    Six Months Ended
                                                   June 30, 2003       June 30, 2002
                                                    (unaudited)         (unaudited)
                                                 ----------------    ----------------
     <S>                                         <C>                 <C>
     Revenues                                    $         71,170    $          9,302

     Internet Access Costs, Cost of Goods Sold            (27,679)            (17,151)

     Gross Profit (Loss)                                   43,491              (7,849)

     Operating Expenses                                 1,262,286           1,742,866

     Loss from Operations                              (1,218,795)         (1,750,715)

     Net Loss                                          (1,218,787)         (1,750,891)
     </TABLE>



                                                                              13
<PAGE>

Our net loss of  $1,218,787  (unaudited)  for the first  six  months of 2003 was
significantly  lower  than  our net  loss  for the  2002  period  of  $1,750,891
(unaudited).  Certain  line  items  in  our  statements  of  operations  changed
materially  from the 2002 period to the 2003 period,  which  contributed  to the
reduction in our net loss for the current period, as follows:

     -    Professional  fees  decreased  from  $693,057  in the 2002  period  to
          $229,050  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 $817,163 in the 2002 period to
          $325,840  during the current  period.  This  decrease in salaries  and
          commissions  is  attributable  to the 2002  period's one- time charges
          associated  with (1) 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  and  (2)  the  issuance  of
          9,000,000  shares of our common stock to certain of our  officers,  in
          connection  with an  effective  change-in-control  transaction,  which
          shares were valued at approximately  $567,000 (net of forgiven accrued
          and unpaid salaries and loans).

     -    During the 2002 period,  we incurred  $64,845 in  advertising  expense
          compared to $3,013 in the  current  period.  Substantially  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 $140,371 in
          the 2002 period to $630,411 in the 2003 period.  This increase is due,
          in part, to three 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;
          (2) a charge of approximately  $65,000 associated with the issuance of
          certain  options to a  consultant;  and (3) a charge of  approximately
          $260,000  associated  with  the  issuance  of  certain  options  to  a
          consultant.  This line item  increased  also as a result of our having
          expanded the scope of our business, since the first half of 2002.

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

Due to our lack of capital during the 2002 and 2003 periods, we issued shares of
our common 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 six months of 2002, we issued  630,000  shares of our
          common stock under consulting agreements; these shares were valued for
          financial  accounting purposes at $300,000,  in the aggregate.  All of
          this total amount was expensed during 2002.

     -    during the first six 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. However,
during the past year, our working  capital  deficit has narrowed  significantly.
Currently,  we 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 half of 2003, we obtained additional
funds  through  sales  of our  securities  to  other  parties  to meet  our cash
requirements.  During the first half of 2003, we obtained approximately $593,732
from the exercise of certain  warrants and options,  $153,000 from private sales
of our  securities  and  approximately  $100,000  under the first Fusion Capital
agreement.

Approximately  $124,650  of the  funds  received  was  used to  purchase  needed
equipment  and the balance of these funds was used for  operating  expenses  and
applied to working capital.

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 half 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>

June 30, 2003.
-----------------------------------------------------

At June  30,  2003,  we had a  positive  working  capital  position  of  $18,323
(unaudited)  which represents an improvement from our working capital deficit of
$265,355 (unaudited) at March 31, 2003, and our $100,301 working capital deficit
at December 31, 2002. Our working capital  position  improved due to the receipt
of funds from the exercise of certain  warrants and options and private sales of
our securities,  although our lack of revenues  compared to our ongoing expenses
continues to apply pressure to our working capital position. The note payable of
$87,604 and accrued  payroll of  $166,053  at June 30,  2003  represent  current
liabilities  that will be paid entirely with the Company's  common stock.  Thus,
only  $225,779  of cash  will be  required  to  satisfy  the  Company's  current
liabilities of $479,436 as of June 30, 2003.



The following  table sets forth our current  assets and current  liabilities  at
June 30, 2003, and December 31, 2002:
<TABLE>
<CAPTION>

                                                         June 30, 2003     December 31, 2002
                                                           (unaudited)
                                                       -----------------   -----------------
<S>                                                    <C>                 <C>
Current Assets          Cash                           $         384,129   $         111,568

                        Accounts receivable                       41,855                 224

                        Inventory                                 26,865               2,715

                        Notes receivable - current                32,000                   0

                        Other current assets                      12,910               4,942

Current Liabilities     Accounts payable               $         203,083   $         131,146

                        Note payable                              87,604              87,604

                        Accrued payroll                          166,053                   0

                        Other current liabilities                 22,696                   0

                        Notes payable to stockholder                   0               1,000
</TABLE>

Our accrued payroll at June 30, 2003, is attributable to accrued salaries of our
officers.  In order to  preserve  working  capital,  and until  such time as our
working capital position  improves,  our officers have agreed to receive payment
of their salaries in a combination of cash and stock.

During the first half of 2003,  we  obtained  a total of  $746,732  in cash from
sales of our securities:

     -    $153,000 from the sale of shares of our common stock; and

     -    $593,732 from the exercise of outstanding warrants and options.

The funds received were applied  primarily to equipment  purchases and operating
expenses.

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.


                                                                              16
<PAGE>



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

During the first half of 2003, our operations used $355,739  (unaudited) in cash
compared to cash used of $344,180  (unaudited) during the first half 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 half of 2002,  our investing  activities  neither  provided nor
used cash. However, during the first half of 2003, our investing activities used
$116,682  (unaudited)  in  cash,  all of  which  is  attributable  to  equipment
purchases.  Because we lack significant  working capital,  we cannot predict our
cash flows from investing activities for the remainder of 2003.

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

For  the  first  half  of  2003,  our  financing  activities  provided  $724,982
(unaudited) in cash.  Notes  receivable of $32,000 was offset by our issuance of
common  stock for cash of  $153,000  and the  exercise of certain  warrants  and
options  of  $593,732.  For the first  half of 2002,  our  financing  activities
provided  $415,579  (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 $240,000,  $186,000 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
---------------------------------------------------------------------------

Since we currently  plan to register only  20,000,000  shares of our stock 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 $.15
per share,  the closing sale price of the common  stock on August 13, 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 $3,000,000, unless we choose to issue more than 20,000,000 shares.
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 our objectives will be accomplished

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 six months of 2003, we made capital  expenditures  of $116,682,
primarily for needed equipment.  We currently have limited capital with which to
make  any  additional   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.

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
BUSINESS PLAN.



                                                                              17
<PAGE>

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 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.

In June 2003,  one of our  subsidiaries,  USURF  Telecom,  Inc.,  was named as a
defendant in a lawsuit filed by Qwest  Corporation.  USURF Telecom has filed its
answer,  denying any liability  thereunder.  Our management has determined  that
USURF Telecom is not liable to Qwest. This case is styled: Qwest Corporation vs.
Maxcom,  Inc.  (f/k/a  Mile  High  Telecom,  CLEC for Sale,  Inc.  and Mile High
Telecom,  Inc.), et al.,  District Court,  City and County of Denver,  Colorado,
Case No. 03 CV 1676.



                                                                              18
<PAGE>

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

During the three months ended June 30, 2003, we issued securities as follows:

1.   (a)  Securities Sold. In April 2003, 200,000 shares of Company Common Stock
          were issued.

     (b)  Underwriter  or Other  Purchasers.  Such  shares of Common  Stock were
          issued to Richard E. Wilson.

     (c)  Consideration.  Such shares of Common Stock were issued as a bonus and
          were valued at $10,000. (d) Exemption from Registration Claimed. These
          securities  are exempt from  registration  under the Securities Act of
          1933, as amended,  pursuant to the  provisions of Section 4(2) thereof
          and Rule 506  thereunder,  as a  transaction  not  involving  a public
          offering.  This  purchaser  was a  sophisticated  investor  capable of
          evaluating an investment in the Company.

2.   (a)  Securities  Sold. In June 2003,  1,500,000 common stock options of the
          Company were issued.

     (b)  Underwriter  or Other  Purchasers.  Such  options were issued to Peter
          Rochow.

     (c)  Consideration.  Such  warrants  were issued  pursuant to a  consulting
          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. Exercise price of the options is $.14
          per share and are exercisable for a period of one year from issuance.

3.   (a)  Securities Sold. In June 2003,  132,500 shares of Company Common Stock
          were sold.

     (b)  Underwriter or Other Purchasers. Such shares of Common Stock were sold
          to Three Point Properties, LLC.

     (c)  Consideration.  Such  shares of Common  Stock were sold for $26,500 in
          cash, pursuant to a securities purchase agreement.

     (d)  Exemption from Registration Claimed.  These securities are exempt from
          registration under the Securities Act of 1933, as amended, pursuant to
          the provisions of Section 4(2) thereof and Rule 506  thereunder,  as a
          transaction  not  involving a public  offering.  This  purchaser was a
          sophisticated  investor  capable of  evaluating  an  investment in the
          Company.

4.   (a)  Securities Sold. In June 2003,  132,500 common stock purchase warrants
          of the Company were issued.


     (b)  Underwriter  or Other  Purchasers.  Such warrants were issued to Three
          Point Properties, LLC.

     (c)  Consideration.  Such  warrants  were issued  pursuant to a  securities
          purchase agreement for no additional consideration.

     (d)  Exemption from Registration Claimed.  These securities are exempt from
          registration under the Securities Act of 1933, as amended, pursuant to
          the provisions of Section 4(2) thereof and Rule 506  thereunder,  as a
          transaction  not  involving a public  offering.  This  purchaser was a
          sophisticated  investor  capable of  evaluating  an  investment in the
          Company.

     (e)  Terms of  Conversion  or Exercise.  Exercise  price of the warrants is
          $.20 per share and are  exercisable  for a period of three  years from
          issuance.







                                                                              19
<PAGE>

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

     None.





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

       31.1          Certification  of Chief Executive  Officer required by Rule
                     13a-14(a) or Rule 15d-14(b)

       31.2          Certification  of Chief Financial  Officer required by Rule
                     13a-14(a) or Rule 15d-14(b)

       32.1          Certification  of Chief  Executive  Officer  Pursuant to 18
                     U.S.C. Section 1350

       32.2          Certification  of Chief  Financial  Officer  Pursuant to 18
                     U.S.C. Section 1350























                                                                              20
<PAGE>

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

       During the three months ended June 30, 2003, we did not file a Current
Report on Form 8-K.


================================================================================
                                   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: August 19, 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































                                       21