UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSB/A

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

                  For the quarterly period ended JUNE 30, 2002
                                                 -------------

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the
        transition period from _________________ to _________________

                        Commission file number 333-62216
                                               ----------

                      DIRECT WIRELESS COMMUNICATIONS, INC.
                      ------------------------------------
        (Exact name of small business issuer as specified in its charter)


              TEXAS                                    74-3002154
              -----                                    ----------
  (State or other jurisdiction of            (IRS Employer Identification No.)
   incorporation or organization)


                   2068 N. VALLEY MILLS DR. WACO, TEXAS 76710
                   ------------------------------------------
                    (Address of principal executive offices)

                                 (512) 583-4500
                                 --------------
                           (Issuer's telephone number)

                     P. O. BOX 15064, AUSTIN, TX 78761-5064
                     --------------------------------------
                                (Former address)


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 23,473,117

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



<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


PART I          Financial Information

Item 1.         Financial Statements                                                                        Page
<S>                                                                                                                <C>
                Statement of (Loss) and Accumulated Deficit                                                        1

                Statement of Changes in Stockholders' Equity                                                       2

                Statement of Cash Flows                                                                            3

                Notes to Financial Statements                                                                    4-5

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

PART II         OTHER INFORMATION

Item 1.         Recent Developments in Legal Proceedings                                                           7

Item 2.         Changes in Securities                                                                              7

Item 3.         Defaults upon Senior Securities                                                                    7

Item 4.         Submission of Matters to a Vote of Security Holders                                                7

Item 5.         Other Information                                                                                  7

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

                Signatures                                                                                         8
</TABLE>


<PAGE>



DIRECT WIRELESS COMMUNICATIONS, INC.
(a Development Stage Company)

Balance Sheet
June 30, 2002


ASSETS:                                                               6/30/2002
                                                                      ---------
Current Assets
     Cash                                                             $     452
     A/R Stockholder and Other                                            3,721

Investments in Mutual Funds                                               8,824
                                                                      ---------
                 Total Assets                                         $  12,997
                                                                      =========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities
   Advance from Stockholder                                           $   1,043
                                                                      ---------
          Total Current Liabilities                                       1,043
                                                                      ---------
Stockholders' Equity
Common Stock, No Par Value, 200,000,000 Shares Authorized,              680,135
       23,473,117 Issued and Outstanding
    Additional Paid-In Capital                                           15,019
    Deficit Accumulated During Development Stage                       (683,200)
                                                                      ---------
          Total Stockholders' Equity                                     11,954
                                                                      ---------
                  Total Liabilities and Stockholders' Equity          $  12,997
                                                                      =========


                                       1

<PAGE>



DIRECT WIRELESS COMMUNICATIONS, INC.
(a Development Stage Company)

Statement of Loss
From the Three Months Ended, Six Months Ended and
Period of Inception (April 6, 2001) to June 30, 2002

<TABLE>
<CAPTION>
                                                                                  From Inception
                                                    Three Months    Six Months    (April 6, 2001)
                                                       Ended           Ended            to
                                                     6/30/2002       6/30/2002       6/30/2002
                                                     ---------       ---------       ---------
<S>                                                <C>             <C>             <C>
Revenue                                            $        326    $        326    $        326

Expenses
     Advertising                                            415           2,740           2,740
     Bank Charges                                             0              20              20
     Stock Transaction Fees                                 887           2,581           2,581
     Entertainment and Meals                                  0             339             339
     Professional and Consulting Fees                    95,210          98,395         420,761
     License Fees                                             0          42,210         219,190
     Administrative Fees                                      0           5,100          20,119
     Outside Services                                         0               0           2,732
     Office Expense                                         100             958           3,488
     Other                                                    0           7,000           7,215
     Postage and Delivery                                     0               0             986
     Telephone                                              470             749           1,572
     Travel                                                   0             129             685
     Repairs and Maintenance                                  0               0              55
     Insurance                                                0               0             182
     Dues and Subscriptions                                   0            (100)            300
     Auto Expense                                             0               0             271
     Rent                                                   290             290             290
                                                   ------------    ------------    ------------
                                                         97,372         160,411         683,526

Net Loss Before Provision for Federal Income Tax   $    (97,046)   $   (160,085)   $   (683,200)

Provision for Federal Income Tax                              0               0               0
                                                   ------------    ------------    ------------

Net Loss                                           $    (97,046)   $   (160,085)   $   (683,200)
                                                   ============    ============    ============


Average Outstanding Shares                         $ 22,591,237    $ 22,473,104    $ 11,217,092
                                                   ============    ============    ============

Loss Per Share                                     $       (.00)   $       (.00)   $       (.05)
                                                   ============    ============    ============
</TABLE>


                                       2

<PAGE>

DIRECT WIRELESS COMMUNICATIONS, INC.
(a Development Stage Company)

Statement of Changes in Stockholders' Equity From the Date of Inception (April
6, 2001) to June 30, 2002

<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                    Accumulated
                                                                        Additional     During
                                                    Common Stock         Paid-In     Development
                                               Shares        Amount      Capital        Stage         Total
                                               ------        ------      -------        -----         -----
<S>                                           <C>          <C>          <C>          <C>           <C>
Balance - Beginning of Period                          0   $        0   $        0   $        0    $        0

Contributed Services                                   0            0       15,019            0        15,019

Stock Issued for Cash                          2,001,650      168,645            0            0       168,645

Stock Issued to Direct Wireless Corporation   10,138,975            0            0            0             0

Stock Issued to Officers                       7,000,000            0            0            0             0

Stock Issued for Services                      2,213,995      315,496            0            0       315,496

Stock Held In Escrow                              77,500            0            0            0             0

Cash Received for Sale of Escrowed Shares         22,500        9,335            0            0         9,335

Net Loss                                               0            0            0     (523,115)     (523,115)
                                              ----------   ----------   ----------   ----------    ----------

Balance - December 31, 2001                   21,454,620   $  493,476   $   15,019   $ (523,115)   $  (14,620)
                                              ----------   ----------   ----------   ----------    ----------

Stock Issued to Officers as Loan Fees            100,000        7,000            0            0         7,000

Stock Issued for Cash                            467,500       87,950            0            0        87,950

Services for Escrowed Shares                           0        4,650            0            0         4,650

Stock Issued for Services                      1,450,997       87,059            0            0        87,059

Net Loss                                               0            0            0     (160,085)     (160,085)
                                              ----------   ----------   ----------   ----------    ----------

Balance - End of Period                       23,473,117   $  680,135   $   15,019   $ (683,200)   $   11,954
                                              ==========   ==========   ==========   ==========    ==========
</TABLE>


                                       3
<PAGE>


DIRECT WIRELESS COMMUNICATIONS, INC.
(a Development Stage Company)

Statement of Cash Flows
From the Date of Inception (April 6, 2001) to June 30, 2002

<TABLE>
<CAPTION>
                                                                                  From Inception
                                                                      Six Months  (April 6, 2001)
                                                                         Ended          to
                                                                       6/30/2002     6/30/2002
                                                                       ---------     ---------
<S>                                                                   <C>            <C>
Cash Flows From Operating Activities
         Net Loss                                                     $(160,085)     $(683,200)
         Adjustments to Reconcile Net Loss to Net Cash
           Provided by (Used for) Operating Activities:
                   Services Contributed                                       0         15,019
                   Services Provided for Stock                           98,709        414,205
                   Loss On Investments                                        0            218
           Decrease in Accounts Payable                                  (6,507)             0
           Increase in Other Receivable                                     (21)           (21)
                                                                      ---------      ---------
                  Net Cash Provided (Used) by Operating Activities      (67,904)      (253,779)

Cash Flows From Investing Activities
         Purchase of Mutual Funds                                             0         (9,043)
                                                                      ---------      ---------
                   Net Cash Provided (Used) by Investing Activities           0         (9,043)

Cash Flows From Financing Activities
         Cash from Sale of Stock                                         87,950        265,930
         Advance from Direct Wireless Corporation                       (16,100)       (10,499)
         Advance from Shareholder                                        (1,200)         7,843
                                                                      ---------      ---------
                   Net Cash Provided (Used) by Financing Activities      70,650        263,274

          Net Increase (Decrease) in Cash                                 2,746            452
                                                                      ---------      ---------
Cash, at Beginning of Period                                             (2,294)             0

Cash, at End of Period                                                $     452      $     452
                                                                      =========      =========

Non-Cash Transactions:
----------------------

Services Contributed for Administration                               $       0      $  15,019
                                                                      =========      =========
Stock Issued for Professional and Consulting Services                 $  98,709      $ 414,205
                                                                      =========      =========
</TABLE>


                                        4

<PAGE>


DIRECT WIRELESS COMMUNICATIONS, INC.
(a Development Stage Company)

Notes to Financial Statements
June 30, 2002


Note A - Summary of Significant Accounting Policies
---------------------------------------------------

NATURE OF OPERATIONS AND DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES

Direct Wireless Communications, Inc. (the Company) has been in the development
stage since the date of incorporation on April 6, 2001. The Company is primarily
engaged in the activity of developing technology for a wireless telephone
system. On May 15, 2001, the Company entered into a Technology Licensing
Agreement with Direct Wireless Corporation (Direct Wireless). Under this
agreement, Direct Wireless was granted a license to market and/or sublicense in
the United States the wireless telephone communications technology on which
Direct Wireless holds the patents. The Company has not yet begun operations.
Upon completion of the working prototype telephone employing the technology, the
Company intends to market and sublicense the technology primarily to existing
service providers who desire to extend their services to sparsely settled areas
or to public utilities who have customers in such areas and desire to provide
wireless services to them.

BASIS OF ACCOUNTING

The financial statements of the Company have been prepared on the accrual basis
of accounting. As such, revenue is recognized as earned and expenses are
recorded when accrued. This basis of accounting conforms to generally accepted
accounting principles.

INTERIM FINANCIAL STATEMENTS

The accompanying financial statements are prepared as of June 30, 2002, which is
an interim reporting period for the Company. The Company's fiscal year ends on
the last day of the calendar year for financial reporting purposes. The
Company's fiscal year will be ending as of December 31, 2002.

BASIS FOR ASSIGNING AMOUNTS TO EQUITY SECURITIES ISSUED FOR OTHER THAN CASH

Shares of common stock issued to individuals and/or companies for other than
cash have been assigned amounts equal to the fair value of the service provided
or the fair value of the shares of the Company issued, whichever was most
readily determinable.

CASH FLOWS

For the purpose of the cash flow statement, cash and cash equivalents represent
funds deposited in banks and investments maturing within three months.

USE OF ESTIMATES

Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions effect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities, and the reported
revenue and expenses. Actual results could differ from those estimates.


                                       5
<PAGE>


DIRECT WIRELESS COMMUNICATIONS, INC.
(a Development Stage Company)

Notes to Financial Statements
June 30, 2002


Note B - Related Party Transactions
-----------------------------------

Direct Wireless Corporation provides office space and administrative services to
the Company for the period ended June 30, 2002. The estimated value for the
services provided totaled $5,100 for the six months ended June 30, 2002 and are
recorded as administrative services in the accompanying financial statements.

Note C - License Agreement
--------------------------

Effective April 30, 2001, the Company entered into a license agreement with
Direct Wireless Corporation. Under the terms of the agreement, the Company has
agreed to pay $10,000,000 under the terms of the license agreement to be paid as
the Company gains money from the sale or sales of sub-licenses for the United
States. The Company has also agreed to pay a percentage of all fees collected of
licensed products to Direct Wireless under the terms of the agreement.

The accompanying financial statements include $42,210 of license fees expensed
that have been paid to Direct Wireless for the six-month period ended June 30,
2002 and $219,190 from inception. No amortization of such fees have occurred
during the development stage.

Note D - Escrow Agreement
-------------------------

The Company has established an irrevocable escrow agreement with a brokerage
firm. The funds received from the sale of escrow shares were recorded as
additional capital in the accompanying financial statements. As of June 30,
2002, the escrow agent has 1,351,994 shares remaining in the escrow fund.

Note E - Federal Income Taxes
-----------------------------

At June 30, 2002, the Company had net operating loss carryforwards totaling
$586,154 which expire in 2021. Realization of deferred assets resulting from the
NOL carryforwards have been offset by a valuation allowance.


                                       6
<PAGE>


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

MANAGEMENT'S PLAN OF OPERATIONS.

At the present time, Direct Wireless Communications, Inc. has no cash
requirements. It pays no compensation to its officers and directors and is being
given office space at no charge by Direct Wireless Corporation.

To begin any operations, however, it will be necessary for Direct Wireless
Communications, Inc. to raise funds in the next twelve months. The company has
begun discussions with several financial institutions concerning its financing
requirements. Within the next six months management intends to make a private
placement of shares of common stock to accredited investors under Regulation D
promulgated under the Securities Act of 1933. Management intends to raise
$3,000,000 in this manner for payment to Direct Wireless Corporation for the
purpose of conducting field tests of the electronic components and circuitry
specified in the completed systems specification analysis.

After field tests have begun, Direct Wireless Communications, Inc. intends to
make a public offering of its common stock to raise enough additional capital to
permit it to pay Direct Wireless Corporation the remaining $7,000,000 of the
initial license fee for the purpose of completing and testing a prototype of the
system. Management expects that the field tests and the final phase of the
testing can be completed within the next twelve months.

While Direct Wireless Corporation completes development of the new
pre-production prototype, management of Direct Wireless Communications, Inc.
will begin negotiations with prospective licensees and manufacturers in
preparation for the performance testing and the manufacturing of the production
systems and handsets. Management expects this process to take the next six to
eight months to complete all the tasks necessary for a successful demonstration
of the technology. Once this phase of the development is complete, management
will concentrate its efforts for the next four months on negotiating and signing
contracts with licensees for territories and for equipment purchases. Down
payments on any contracts signed will represent the first income from operations
for the company.

Direct Wireless Communications, Inc. does not expect that it will perform any
product research and development or purchase any plant or significant equipment
in the next twelve months. However, before marketing operations begin, the
company expects to employ personnel with marketing experience.

Marketing Strategy.

Many regions in the United States are too sparsely settled to justify the
expense of central call control centers required for cellular and other wireless
technology. Because the Direct Wireless Corporation technology needs no central
control center it is particularly suited to operate in these remote or isolated
areas. The company intends to market the technology in rural areas of the United
States that have limited cellular service or no wireless services of any kind.
Rural, as defined by the Office of Management and Budget in Washington, D.C.,
and accepted for use by the U.S. Census and other government agencies, is
generally defined as non-metropolitan areas of open country where less than
2,500 persons live. According to the 1990 United States census, 23% of the
population was accountable to rural, non-metropolitan areas. This figure appears
to be on the rise: according to the 1998 World Bank Economic Indicators, 34%, or
62 million people then lived in non-metropolitan, rural areas of the United
States.


                                       7
<PAGE>



The company intends to market and sublicense the technology to existing service
providers who desire to extend their service to these sparsely settled areas or
to public utility companies that have customers in these areas and desire to
provide wireless services to their existing customers. The company does not
intend to begin marketing activities until it appears that the field tests and
final tests of the technology will be successfully completed. At that time, the
company will employ sales personnel to present to existing providers of cellular
and other telephone services the opportunity to extend their services to
sparsely populated areas their services have not yet reached.

Under this marketing strategy the company does not expect competition from
established cellular and/or other service providers, which are primarily located
in urban markets and cannot afford to enter these rural markets because of the
high cost of their equipment.

Direct Wireless Communications, Inc. will not be required to apply for separate
FCC licenses. The technology does not set any requirements for pre-assigned
licenses from the Federal Communications Commission. Direct Wireless Corporation
has represented that the handsets may be manufactured to function normally on
cellular and other wireless communication licensed frequencies where enough
signal space and unoccupied licenses are available, as well as in ranges where
no Federal Communications Commission licenses are required. Accordingly, the
technology may be used by any existing service provider that has existing
licenses and wishes to extend the nature of its services.


                           PART II--OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

         There is currently no litigation affecting the Company or in which the
Company is engaged as a party.

ITEM 2.  CHANGES IN SECURITIES.

There have been no material changes in securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         There has been no material default by the Company in the payment of
principal, interest, a sinking or purchase fund installment or other material
default in the Company's Senior Securities.

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

         No matters have been submitted to a vote of the holders of the common
stock or other securities of the Company during the reporting period other than
for the amendment to the articles of the corporation .

ITEM 5.  OTHER MATTERS.

         There are no other matters upon which the Company is reporting.


                                       8
<PAGE>


PART II--OTHER INFORMATION (CONTINUED)

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.


         (a) No reports on Form 8-K were filed during the quarter for which this
             report is filed.


                                   SIGNATURES

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

                                          Direct Wireless Communications, Inc.
                                          Registrant

         Date: June 30, 2002             /s/ Robert S. Braswell IV
                                         ---------------------------------------
                                          Printed Name Robert S. Braswell IV
                                          Title President

         Date: June 30, 2002             /s/  W. Steven Walker
                                         ---------------------------------------
                                          Printed Name W. Steven Walker
                                          Title Secretary