=================================================================

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

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

                           FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

          For the Quarterly Period Ended June 30, 2001

                               OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

                Commission File Number 000-27053

                     USA RADIO NETWORK, INC.
     (Exact name of small business issuer as specified in its
                            charter)

             DELAWARE                        52-2234827
 (State or other jurisdiction of          (I.R.S. Employer
  incorporation or organization)        Identification No.)

2290 Springlake Road, Suite 107, Dallas, Texas     75234
(Address of principal executive offices)         (Zip Code)

            Issuer's telephone number:  972.484.3900

                       USARadio.com, Inc.

                          (Former name)

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

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

At August 10, 2001, 13,516,720 shares of common stock were
outstanding.

Transitional Small Business Disclosure Format
(Check one):        Yes      [ ]   No     [X]



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<PAGE>

                             PART I.

                      FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

USA Radio Network, Inc.

Balance Sheets as of June 30, 2001 (unaudited)
  and December 31, 2001....................................  2

Unaudited Statements of Operations for the Three Months
  Ended June 30, 2001 and 2000.............................  3

Unaudited Statements of Operations for the Six Months
  Ended June 30, 2001 and 2000.............................  4

Unaudited Statements of Cash Flows for the Six Months
  Ended June 30, 2001 and 2000.............................  5

Notes to Financial Statements..............................  6



                                1

<PAGE>
                     USA Radio Network, Inc.
                         BALANCE SHEETS

                             ASSETS

                                       June 30,      December 31,
CURRENT ASSETS                           2001            2000
                                      ----------      ----------
                                      (unaudited)
  Cash                                  $ 18,795       $  17,120
  Accounts receivable, net of
   allowance for doubtful accounts
   in 2000 and 1999                      473,526         470,308
  Prepaid expenses                        30,104          20,867
                                      ----------      ----------
      Total current assets               522,425         508,295

PROPERTY AND EQUIPMENT-AT COST

  Equipment                              574,033         574,033
  Automobiles                             47,718          47,718
  Furniture and fixtures                  23,906          18,952
  Software                                20,984          23,906
                                      ----------      ----------
                                         666,641         664,609
Less accumulated depreciation           (533,586)       (498,545)
                                      ----------      ----------
                                         133,055         166,064
                                      ----------      ----------
                                      $  655,480      $  674,359
                                      ==========      ==========


             LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES

Current maturities of long-term
  debt                                 $  18,109       $  22,083
Notes payable-bank                       125,000         125,000
Accounts payable and accrued
  liabilities                            627,062         581,458
                                       ---------       ---------
Total current liabilities                770,171         728,541

LONG-TERM DEBT, net of current
  maturities                             204,941         202,128

STOCKHOLDERS' DEFICIT

Common stock                               2,673           2,673
Additional paid-in capital               211,327         211,327
Accumulated deficit                     (533,632)       (470,310)
                                      ----------      ----------
Total stockholders' deficit             (319,632)       (256,310)
                                      ----------      ----------
                                      $  655,480      $  674,359
                                      ==========      ==========


                     See accompanying notes.

                                2
<PAGE>
                     USA Radio Network, Inc.
                    STATEMENTS OF OPERATIONS
                   Three months ended June 30,
                           (unaudited)


                                          2001          2000
                                       ----------   ------------

NET SALES                             $   913,587   $  1,035,676

OPERATING EXPENSES
  Sales expenses                          199,798        244,700
  Programming and news service            278,910        324,845
  Administrative and engineering          350,576        499,404
  Depreciation                             17,521         16,726
                                      -----------   ------------
                                          846,805      1,085,675
                                      -----------   ------------

        Operating income (loss)            66,782        (49,999)

OTHER EXPENSE
  Interest expense                          9,845         (4,199)
                                      -----------   ------------

         Net income (loss)            $    56,937    $   (54,198)
                                      ===========    ===========

INCOME (LOSS) PER COMMON SHARE-BASIC
  AND DILUTED                                 Nil            Nil
                                      ===========    ===========



WEIGHTED AVERAGE SHARES OUTSTANDING    13,516,720     13,516,720
                                      ===========    ===========






                     See accompanying notes.

                                3
<PAGE>
                     USA Radio Network, Inc.
                    STATEMENTS OF OPERATIONS
                    Six months ended June 30,
                           (unaudited)



                                       2001           2000
                                  -----------    --------------

NET SALES                         $ 1,726,654      $  1,907,866


OPERATING EXPENSES

  Sales expenses                      442,589           457,070
  Programming and news service        547,604           592,049
  Administrative and engineering      743,872           902,093
  Depreciation                         35,042            31,861
                                  -----------      ------------
                                    1,769,107         1,983,073
                                  -----------      ------------

          Operating loss              (42,453)          (75,207)

OTHER EXPENSE
  Interest expense                     20,869          (19,535)
                                  -----------      ------------

          Net loss                $   (63,322)       $  (94,742)
                                  ===========       ===========

LOSS PER COMMON SHARE-BASIC AND
  DILUTED                         $       Nil       $     (0.01)
                                  ===========       ===========



WEIGHTED AVERAGE SHARES
  OUTSTANDING                      13,516,720        13,516,720
                                  ===========       ===========







                     See accompanying notes.

                                4
<PAGE>

                     USA Radio Network, Inc.
                    STATEMENTS OF CASH FLOWS
                    Six months ended June 30,
                           (unaudited)

                                              2001          2000
                                          -----------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                   $ (63,322)   $ (94,742)
Adjustments to reconcile net loss to net
  cash provided by operating activities
   Depreciation and amortization              35,042       31,861
Changes in operating assets and
 liabilities:
  Accounts receivable                         (3,218)      53,005
  Prepaid expenses                            (9,237)      10,739
  Accounts payable and accrued
   liabilities                                45,604       37,720
                                           ---------    ---------
        NET CASH PROVIDED BY
        OPERATING ACTIVITIES                   4,869       38,583

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchases of property and equipment          (2,033)      (3,334)
                                           ---------    ---------
        NET CASH USED IN
        INVESTING ACTIVITIES                  (2,033)      (3,334)

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from notes payable                  10,000       15,000
 Payments on notes payable                   (11,161)     (25,191)
                                           ---------    ---------
        NET CASH USED IN
        FINANCING ACTIVITIES                  (1,161)     (10,191)

        NET INCREASE IN CASH                   1,675       25,058
CASH-BEGINNING OF PERIOD                      17,120        9,225
                                           ---------    ---------
CASH-END OF PERIOD                         $  18,795    $  34,283
                                           =========    =========




                     See accompanying notes.

                                5
<PAGE>

                     USA Radio Network, Inc.
                  NOTES TO FINANCIAL STATEMENTS
                          June 30, 2001


1.   Basis of presentation

     The accompanying unaudited financial statements have been
     prepared in accordance with generally accepted accounting
     principles for interim financial information and with the
     instructions to Form 10-QSB and Item 310 of Regulation S-B.
     Accordingly, they do not include all of the information and
     footnotes required by generally accepted accounting
     principles for complete financial statements.  In the
     opinion of management, all adjustments (consisting of normal
     recurring accruals) considered necessary for a fair
     presentation have been included.  Operating results for the
     six months ended June 30, 2001 are not necessarily
     indicative of the results that might be expected for the
     year ending December 31, 2001.  For further information,
     refer to the financial statements and footnotes thereto
     included in the Company's annual report on Form 10-KSB for
     the year ended December 31, 2000.


                                6


<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION

     Except for the historical information contained herein, the
matters discussed below contain forward-looking statements which
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements
of the company, or industry results, to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. The company expressly
disclaims any obligation to update this information or publicly
release any revision or reflect events or circumstances after the
date of this report. Such factors include among others:  our
ability to obtain additional capital to implement our business
plan; our history of losses and negative cash flow; our
dependence on the continued demand for radio airtime; our
potential inability to manage our airtime inventory; our
dependence on the continued popularity of our programs,
particularly "Point of View;" the need to maintain and expand our
affiliate base; business conditions in the radio industry
generally; the impact of market competitors; and such other
factors as are more fully described in our Form 10-KSB for the
year ended December 31, 2000.

The Company

     USA Radio Network, Inc. (formerly known as USARadio.com,
Inc.) is a Delaware corporation with principal executive offices
located at 2290 Springlake Road, Suite 107, Dallas, Texas 75234.
The company's telephone number is 972.484.3900.

     We held our Annual Meeting of Shareholders on July 6, 2001.
At this meeting, the stockholders approved both the election of
Robert Marlin Maddoux and Mark R. Maddoux as directors to serve a
one-year term ending with the 2001 Annual Meeting of
Stockholders, and an amendment to our Certificate of
Incorporation to change our name from "USARadio.com, Inc." to
"USA Radio Network, Inc."

     An Information Statement, together with the company's Annual
Report for the year ended December 31, 2000, were sent to each of
the company's stockholders of record as of June 21, 2001 on June
22, 2001 describing in detail both the election of directors and
the proposed name change to be submitted to a vote of the
stockholders.

Overview

     USA Radio Network, Inc. is a satellite-delivered radio
broadcast network that offers a broad line of programming content
to independent radio stations. Our programming includes news,
sports, music, and general interest talk programs. Our target
market consists of independent radio stations, both AM and FM,
that choose not to become affiliated with the 3 major radio
networks (ABC Radio, NBC, and CBS Radio Networks). As of August
10, 2000, our network was comprised of approximately 1,200
affiliated radio stations across the nation, including affiliates
in 46 of the top 50 Dominant Market Areas (DMAs). Our network
includes affiliates in markets that represent approximately 92%
of the U.S. population. We simultaneously broadcast select
programming over the Internet.

     We do not derive revenues from the sale of our programs to
affiliate stations. Instead, we barter with our affiliated radio
stations for commercial airtime which is exchanged for our
programming content. This commercial airtime is then resold to
advertisers with whom we have relationships. We derive additional
revenue, although to a much lesser extent, from the sale of our
programming to non-commercial radio stations and the rental of
time on our channels.  We price our advertising time based on a
variety of factors including the time of day the advertisement
will air, the size of the potential listening audience, the
length of the ad and the number of times the advertisement will
run.  Our revenues are recognized in the accounting period which
corresponds with the broadcast of the advertisement. Amounts
received in advance of a broadcast are recorded as deferred
revenue until the broadcast is aired. Our advertisers and
advertising agencies are generally billed monthly.

                                7

<PAGE>

     For the three months and six months ended June 30, 2001,
respectively, the following percentage of our revenues were
derived from the following sources:

                                 % of Revenues   % of Revenues
                                 During  Three   During  Six
                                 Months Ended    Months Ended
      Revenue Source             June 30, 2001   June 30, 2001
      -------------------------- -------------   ---------------
      News and sports
        programming                  73%             72%
      Talk programming               20%             20%
      Satellite time                  4%              5%
      Other revenue                   3%              3%
                                -------------   ---------------
                TOTAL               100%            100%
                                =============   ===============

     Other revenue is derived from a fee charged to non-
commercial radio stations unable to air commercial advertising
and a fee charged for syndicating services of select network
programming.

     Our expenses are comprised of:

      *   sales expenses, which consists primarily of
          compensation and related expenses for our sales and
          marketing group, together with commission expense,
          including commissions payable to sales staff;

      *   programming costs, which consists primarily of
          compensation and related expenses for "on air"
          personalities, production staff and related
          personnel as well as the actual costs associated
          with developing programming content;

      *   news services, which consists primarily of the
          variable costs of independent reporters and
          operational expenses including subscription fees to
          news services and satellite time;

      *   administrative and engineering, which consists
          primarily of compensation and related expenses for
          our administrative, accounting and engineering
          staff, occupancy costs and legal and consulting
          fees; and

      *   depreciation.

Three Months Ended June 30, 2001 Compared to Three Months Ended
June 30, 2000

     Revenues.  Our revenues decreased by approximately 30% to
approximately $914,000 for the three months ended June 30, 2001
from approximately $1,306,000 for the three months ended June 30,
2000.  This decrease in revenue was primarily related to a
decrease in the rate at which we sell our commercial time. In
addition, revenues were negatively affected by a decrease in our
available inventory of commercial spots which was a result of the
elimination of one talk-style program.

     Operating Expenses.  Overall operating expenses decreased by
approximately $239,000, or approximately 22%, to approximately
$847,000 for the three months ended June 30, 2001 from
approximately $1,086,000 for the comparable period of 2000.  This
decrease resulted primarily from decreased administrative and
engineering expenses of approximately $148,000 (approximately
30%) due to decreases in compensation and related expense
associated with a reduction in employees and decreases in
professional fees.  Sales expenses decreased by approximately
$45,000 (approximately 18%) as a result of decreases in sales
commissions paid as a consequence of decreased available
inventory and decreases in compensation and related expense
associated with a reduction in employees. Programming and news
service expense decreased by $46,000 (approximately 14%) due to
the elimination of one talk-style program and a reduction in the
cost of our news service provider.

     Income Tax Benefit.  No income tax benefit was recorded for
the three months ended June 30, 2001, because, at that date,
realization of deferred tax assets is dependent on future taxable
income which is uncertain.

     Net Income.  For the three months ended June 30, 2001, our
net income was approximately $57,000, compared with a net loss of
approximately $54,000 for the three months ended June 30, 2000.

Six Months Ended June 30, 2001 Compared to Six Months Ended June
30, 2000

     Revenues.  Our revenues decreased by approximately $181,000
or approximately 9% to approximately $1,726,000 for the six
months ended June 30, 2001 from approximately $1,908,000 for the
six months ended June 30, 2000. This decrease in revenue was
primarily related to a decrease in the rate at which we sell our
commercial airtime. In addition, revenues were negatively
affected by a decrease in our available inventory of commercial
spots which was a result of the elimination of one talk-style
program.

     Operating Expenses.  Overall operating expenses decreased by
approximately $214,000 or approximately 11% to approximately
$1,769,000 for the six months ended June 30, 2001 from
approximately $1,983,000 for the comparable period of 2000. This
decrease in overall operating expenses resulted primarily from a
decrease in administrative and engineering expenses of
approximately $158,000 (approximately 17%) to approximately
$744,000 from approximately $902,000, resulting from decreases in
compensation and related expense associated with a reduction in
employees and a reduction in professional fees. Programming and
news service expense decreased approximately $44,000
(approximately 7%) to approximately $547,000 from approximately
$592,000 as a result of the elimination of one talk-style
program. The decrease in overall operating expenses was also due
to a decrease of approximately $14,000 (approximately 3%) in
sales expenses to approximately $443,000 from approximately
$457,000 as a result of a decrease in the sales commissions paid
as a consequence of reductions in available inventory.

     Income Tax Benefit.  No income tax benefit was recorded for
the six months ended June 30, 2001, because, at that date,
realization of deferred tax assets is dependent on future taxable
income which is uncertain.

     Net Loss.  For the six months ended June 30, 2001, our net
loss was approximately $63,000, compared with a net loss of
approximately $95,000 for the six months ended June 30, 2000.

                                8
<PAGE>


Liquidity and Capital Resources

     Since inception, we have financed our operations principally
from operations. Such funds have historically been supplemented
with bank debt and stockholder loans. At June 30, 2001, we had a
working capital deficit of approximately $248,000 as compared
with a working capital deficit of $220,000 at December 31, 2000.
Net cash provided by operating activities for the six months
ended June 30, 2001 was approximately $5,000 and net cash
provided by operating activities for the same period of 2000 was
approximately $39,000 representing a decrease of approximately
$34,000 in the 2000 period. The decrease was due principally to
the timing of payments to vendors, which mitigated the cash
impact of the net loss of approximately $63,000 in the 2001
period.

     As of June 30, 2001, certain of our vendors had granted
extended payment terms to us relating to an aggregate of
approximately $215,000 in payables. At December 31, 2000, we owed
approximately $225,000 under extended payment terms. Although we
expect that we will be able to remain current with each of these
vendors, including with respect to those portions for which we
have been granted extended payment terms, no assurances can be
made that we will be able to fulfill our obligations under these
terms. Failure to repay our obligations to these vendors
according to the arranged terms could have a material adverse
effect on our business, prospects, financial condition or results
of operations. Management expects to be fully current with all of
its accounts payable by December 31, 2001.

     During the year ended December 31, 1999, Marlin Maddoux, our
Chief Executive Officer and President, advanced $80,000 to us. At
June 30, 2001, the outstanding amount of this advance was
$41,718. This advance bears interest at 10% per annum with a
maturity date of September 1, 2004. These funds were used by us
to acquire certain equipment and technology necessary in
connection with the upgrade of our command and control center.
Specifically, this equipment upgraded our satellite transmission
technology from analog to digital.

     Mr. Marlin Maddoux also has advanced a total of $128,057 to
us as of June 30, 2001. This advance bears interest at 12% per
annum, with a maturity date of June 1, 2002. These funds were
used by us for operating and advertising expenses.

     We also maintain a credit facility with Bank of America.
This credit line is payable upon demand and borrowings are
limited to $100,000.  Borrowings under this facility bear
interest at prime plus 1%, which was 7.75%

                                9

<PAGE>

 at June 30, 2001.  At June 30, 2001, our outstanding debt under
the credit facility was $88,000.  The borrowings under this
credit facility are collateralized by our assets. We intend to
pursue increasing our line of credit with Bank of America during
the remainder of 2001.

     In addition to the line of credit referenced above, we also
maintain an additional bank line with Bank of America. Borrowings
under this bank line are limited to $40,000 and bear interest at
prime plus 3.625% (which was approximately 10.625% at June 30,
2001). Borrowings under this bank line are also payable on
demand. At June 30, 2001, our outstanding debt under this
facility was $37,000.

     Management believes that its available cash, together with
operating revenues and other available funds, will be adequate to
meet its operating requirements for the immediate term.

     During the remainder of 2001, we intend to seek additional
financing through the issuance of debt, equity, other securities
or a combination thereof. Although there can be no assurances
that any additional capital will be raised, any such financing
which involves the issuance of equity securities would result in
dilution to existing stockholders and the issuance of debt
securities would subject us to the risks associated therewith,
including the risks that interest rates may fluctuate and our
cash flows may be insufficient to pay interest and principal on
such indebtedness. There can be no assurances that we will be
able to obtain additional financing on terms which are acceptable
to us. Our inability to obtain additional acceptable financing
could have a significant negative impact on our operations or
growth plans.

                               10

<PAGE>

                            PART II.
                        OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

     We are not a party to, nor are our properties the subject
of, any pending legal proceedings and no such proceedings are
known to us to be threatened or contemplated against us.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

     None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     (a) We held our Annual Meeting of Stockholders on July 6,
         2001. An Information Statement, together with the
         company's Annual Report for the year ended December 31,
         2000, were sent to each of the company's stockholders of
         record as of June 21, 2001 on June 22, 2000 describing
         in detail both the election of directors and the
         proposed amendment to our Certificate of Incorporation
         to change our name from "USARadio.com, Inc." to "USA
         Radio Network, Inc.".

     (b) The following two directors were elected to serve a one-
         year term ending with the 2002 Annual Meeting of
         Stockholders:

                         *    Robert Marlin Maddoux
                         *    Mark R. Maddoux


     (c)  The two directors elected received the following votes:


                                      Votes For    Votes Withheld
                                    ------------  ---------------

           Robert Marlin Maddoux     13,136,720         -0-
           Mark R. Maddoux           13,136,720         -0-

          Our proposal to approve an amendment to our certificate
          of incorporation to change our name to "USA Radio
          Network, Inc." was approved.  The votes were cast as
          follows:

                    For                 13,136,720
                    Against                  0
                    Abstain                  0
                    Broker nonvotes          0

     (d)  Not applicable.

ITEM 5.   OTHER INFORMATION

     On July 13, 2001, we changed our name from "USARadio.com,
Inc." to "USA Radio Network, Inc."

                               11

<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          The exhibits listed on the accompanying Index to
          Exhibits immediately following the signature page are
          filed as part of, or incorporated by reference into,
          this Quarterly Report on Form 10-QSB.

     (b)  Reports on Form 8-K

          None


                               12

<PAGE>


                           SIGNATURES

     In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on August 14, 2001.


                              USARadio.com, Inc.




                              By:  /s/ Mark R. Maddoux
                                 --------------------------------
                                   Mark R. Maddoux
                                   Vice President and Chief
                                  Financial Officer


                               13
<PAGE>


                        INDEX TO EXHIBITS


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

3.1.1       Certificate of Amendment to the Certificate of
            Incorporation (filed herewith)


                               14