UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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, 2003
                                                 -------------

[ ] 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
 incorporation or organization)                      Identification No.)

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

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


                                (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: 29,825,564
                                           ----------

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

<PAGE>

                                TABLE OF CONTENTS

PART I     Financial Information

Item 1.    Financial Statements                                             Page
                                                                            ----

           Balance Sheet                                                      1

           Statements of Loss and Accumulated Deficit                         2

           Statement of Changes in Stockholders' Equity                       3

           Statements of Cash Flows                                           4

           Notes to Financial Statements                                  5 - 6


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

PART II    OTHER INFORMATION

Item 1.    Recent Developments in Legal Proceedings                           8

Item 2.    Changes in Securities                                              8

Item 3.    Defaults upon Senior Securities                                    8

Item 4.    Submission of Matters to a Vote of Security Holders                8

Item 5.    Other Information                                                  8

Item 6.    Exhibits and Reports in Form 8-K                                   9

           Signatures                                                         9

           Certifications                                                 10-12


<PAGE>

DIRECT WIRELESS COMMUNICATIONS, INC.
(A Development Stage Company)
Balance Sheet
June 30, 2003

<TABLE>
<CAPTION>

                                                                                   6/30/03
                                                                                   -------
<S>                                                                                   <C>
ASSETS:

Current Assets
     Cash                                                                         $   9,770
                                                                                  ---------
          Total Current Assets                                                        9,770
                                                                                  ---------
Other Assets
     Accounts Receivable - Stockholders                                               1,200
     Accounts Receivable - Sale of Escrow Shares                                      5,179
     Accounts Receivable - Related Party                                                  0
                                                                                  ---------
                                                                                      6,379
                                                                                  ---------
          Total Assets                                                            $  16,149
                                                                                  =========
LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities
     Accounts Payable - Trade                                                     $   3,128
                                                                                  ---------
          Total Current Liabilities                                                   3,128
                                                                                  ---------
          Total Liabilities                                                           3,128
                                                                                  ---------
Stockholders' Equity
    Common Stock, No Par Value, 200,000,000 Shares Authorized 29,825,564 Shares
         Issued and Outstanding                                                     905,299
    Additional Paid-In Capital                                                       45,618
    Deficit Accumulated During Development Stage                                   (937,896)
                                                                                  ---------
          Total Stockholders' Equity                                                 13,021
                                                                                  ---------
          Total Liabilities and Stockholders' Equity                              $  16,149
                                                                                  =========
</TABLE>


                                       1

<PAGE>


DIRECT WIRELESS COMMUNICATIONS, INC.
(A Development Stage Company)
Statements of Loss
For the Quarter Ended June 30, 2003, Six Months Ended
June 30, 2003 and the Period from April 6, 2001 (Date of Inception)
to June 30, 2003


<TABLE>
<CAPTION>
                                                              Quarter       Six Months   April 6, 2001
                                                               Ended          Ended      (Inception) to
                                                              June 30,       June 30,       June 30,
                                                                2003           2003           2003
                                                                ----           ----           ----
<S>                                                        <C>                        <C>  <C>
Revenues
     Capital Gain (Loss) on Sale of Assets                 $          0               0    $        (20)
     Dividend Income                                                  0               0              64
     Miscellaneous Income                                             0               0             326
                                                             ----------      ----------      ----------
Total Revenues                                                        0               0             370
                                                             ----------      ----------      ----------
Expenses
     Administrative Fees                                          5,100          10,200          45,619
     Advertising                                                    507             507           3,577
     Auto Expense                                                     0               0             271
     Bank Charges                                                     8             210             310
     Dues and Subscriptions                                           0              59             859
     Insurance                                                        0               0             276
     License Fees                                                   400          15,900         240,440
     Meals and Entertainment                                          0              17             357
     Office Expense                                                   0             254           5,144
     Other Expense                                                    0             427             545
     Outside Services                                               550           1,038           5,254
     Postage and Delivery                                           203             274           2,339
     Professional and Consulting Fees                            19,363          25,603         616,930
     Rent Expense                                                   290             580           1,740
     Repairs and Maintenance                                          0             184             239
     Stock Transaction Fees                                       1,433           1,776           9,861
     Telephone                                                       32              64           1,900
     Travel                                                         816           1,920           2,605
                                                             ----------      ----------      ----------
          Total Expenses                                         28,702          59,013         938,266
                                                             ----------      ----------      ----------
Net Loss Before Provision for Federal Income Tax                (28,702)        (59,013)       (937,896)
Provision For Federal Income Tax                                      0               0               0
                                                             ----------      ----------      ----------
Net Loss                                                   $    (28,702)   $    (59,013)   $   (937,896)
                                                             ==========      ==========      ==========
Average Outstanding Shares                                   29,825,564      29,826,354      17,613,108

Loss Per Share                                             $      (0.00)   $      (0.00)   $      (0.05)
</TABLE>


                                       2
<PAGE>


DIRECT WIRELESS COMMUNICATIONS, INC

Statement of Changes in Stockholders' Equity
For the Period from April 6, 2001 (Date of
Inception) to June 30, 2003

<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                              Accumulated
                                                    Common Stock               Additional       During            Total
                                                -----------------------         Paid-In       Development       Stockholders'
                                                Shares           Amount         Capital          Stage            Equity
                                                ------           ------         -------          -----            ------
<S>                                                    <C>   <C>              <C>              <C>               <C>
Balance - April 6, 2001 (Inception)                    0     $          0     $          0     $          0      $        0
Contributed Services                                   0                0           45,618                0          45,618
Stock Issued for Cash                          2,469,150          256,455                0                0         256,455
Stock Issued to Direct Wireless Corporation   10,138,975                0                0                0               0
Stock Issued to Officers                       7,100,000                0                0                0               0
Stock Issued for Services                      6,242,439          580,746                0                0         580,746
Stock Held In Escrow                           1,452,000                0                0                0               0
Cash Received for Sale of Escrowed Shares      2,423,000           68,098                0                0          68,098
Net Loss                                               0                0                0         (937,896)       (937,896)
                                              ----------       ----------     ------------      -----------      ----------
Balance - June 30, 2003                       29,825,564       $  905,299     $     45,618      $  (937,896)     $   13,021
                                              ==========       ==========     ============      ===========      ==========
</TABLE>


                                       3
<PAGE>

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

Statements of Cash Flows
From the Date of Inception (April 6, 2001) to June 30, 2003

<TABLE>
<CAPTION>

                                                                                   From Inception
                                                                      Six Month    (April 6, 2001)
                                                                        Ended            to
                                                                       6/30/2003     6/30/2003
                                                                       ---------     ---------
<S>                                                                   <C>            <C>
Cash Flows From Operating Activities
         Net Loss                                                     $ (59,013)     $(937,896)
         Adjustments to Reconcile Net Loss to Net Cash
           Provided by (Used for) Operating Activities:
                   Services Contributed                                  10,200         45,619
                   Services Provided for Stock                           17,150        580,746
                   Loss On Investments                                        0              0
           Decrease in Accounts Payable                                  (5,289)         3,128
           Increase in Other Receivable                                       0              0
                                                                      ---------      ---------
                  Net Cash Provided (Used) by Operating Activities      (36,952)      (308,403)

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

Cash Flows From Financing Activities
         Cash from Sale of Stock                                         34,482        324,552
         Advance from Direct Wireless Corporation                        15,500              0
         Advance (to) from Shareholder and Broker                        (3,339)        (5,179)
                                                                      ---------      ---------
                   Net Cash Provided (Used) by Financing Activities      46,643        318,173

          Net Increase (Decrease) in Cash                                 9,691          9,770

Cash, at Beginning of Period                                                 79              0
                                                                      ---------      ---------
Cash, at End of Period                                                $   9,770      $   9,770
                                                                      =========      =========
Non-Cash Transactions:
----------------------

Services Contributed for Administration                               $  10,200      $  45,619
                                                                      =========      =========

Stock Issued for Professional and Consulting Services                 $  17,150      $ 580,746
                                                                      =========      =========
</TABLE>



                                       4
<PAGE>

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

Notes to Financial Statements
June 30, 2003

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 Communications 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, 2003, 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, 2003.

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 affect 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, 2003


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

Direct Wireless Corporation provides office space and administrative services to
the Company for the period ended June 30, 2003. The estimated value for the
services provided totaled $10,200 for the six months ended June 30, 2003 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 $15,900 of license fees expensed
that have been paid to Direct Wireless for the six-month period ended June 30,
2003 and $240,439 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,
2003, the escrow agent has 1,452,000 shares remaining in the escrow fund.

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

At June 30, 2003, the Company had net operating loss carryforwards totaling
$937,806, which expire in 2023. 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.

Management also recognizes the current market conditions and will in addition to
the above seek to acquire or merge with an operating company in order to enhance
shareholder value become an operating company and take advantage of current
economic conditions to add value to under priced profitable companies.

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: July 31, 2003              /s/ Robert S. Braswell IV
                                          ----------------------------------
                                          Printed Name Robert S. Braswell IV
                                          Title President

         Date: July 31, 2003              /s/ W. Steven Walker
                                          ----------------------------------
                                          Printed Name W. Steven Walker
                                          Title Secretary


                                       9
<PAGE>

         CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
         PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



         I, Robert S. Braswell IV, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of Direct
         Wireless Communications Inc.;

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

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

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

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

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

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

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

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

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


                                       10
<PAGE>

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


         Date: July 31, 2003

         /s/ Robert S. Braswell IV
         -------------------------
         Robert S. Braswell IV
         President, Chief Financial Officer and Chief Accounting Officer


                                       11
<PAGE>

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350


                  In connection with the form 10-QSB of Direct Wireless
         Communications Inc. for the quarter ended June 30, 2003, I, Robert S.
         Braswell IV, President and Chief Financial Officer of Direct Wireless,
         hereby certify pursuant to 18 U.S.C. ss.1350, as adopted pursuant to
         ss.906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge
         and belief, that;

         such Form 10-QSB for the quarter ended, June 30, 2003, fully complies
         with the requirements of section 13(a) or 15(d) of the Securities
         Exchange Act of 1934; and the information contained in such Form 10-QSB
         for the quarter ended, fairly presents June 30, 2003, in all material
         respects, the financial condition and results of operation of Direct
         Wireless Communications Inc.


         /s/ Robert S. Braswell IV
         -------------------------
         Robert S. Braswell IV
         President and Chief Financial Officer


                                       12