---

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---



FORM 10-Q



---



x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003



OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934



FOR THE TRANSITION PERIOD FROM  TO



COMMISSION FILE NUMBER 000-25147



---



INTERNET AMERICA, INC.

(Exact name of registrant as specified in its charter)



---



|                                                              |  |                                       
|------------------------------------------------------------- |  | --------------------------------------
|TEXAS                                                         |  | 86-0778979                            
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification Number)
|                                                              | 
|350 N. ST. PAUL, SUITE 3000, DALLAS, TX                       |  | 75201                                 
|(Address of principal executive offices)                      |  | (Zip Code)                            
|                                                              | 
|(214) 861-2500                                                |  |                                       
|(Registrants telephone number, including area code)          |  |                                       



---



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that 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 ̈



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).     Yes ̈No  x



Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest practicable date.



OUTSTANDING AT FEBRUARY 12, 2004



---



Common Stock at $.01 par value: 10,426,641 shares

---



---

PART I - FINANCIAL INFORMATION



ITEM 1 - FINANCIAL STATEMENTS



INTERNET AMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                  |  |                  |             |   |              |   |             |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ----------- | - | ------------ | - | ----------- | -
|                                                                                                                                                                  |  | December 31,2003 |             |   | June 30,2003 |  
|                                                                                                                                                                  |  | (Unaudited)      |             |   |              |  
|ASSETS                                                                                                                                                            |  |                  |             |   |              |   |             |  
|                                                                                                                                                                  |  |                 
|CURRENT ASSETS:                                                                                                                                                   |  |                  |             |   |              |   |             |  
|Cash and cash equivalents                                                                                                                                         |  | $                | 1,802,896   |   |              | $ | 1,968,091   |  
|Accounts receivable, net of allowance for uncollectible accounts of $1,032,388 and $1,133,944 as of December 31, 2003 and June 30, 2003,
respectively             |  |                  | 271,907     |   |              |   | 347,674     |  
|Prepaid expenses and other current assets                                                                                                                         |  |                  | 153,115     |   |              |   | 166,557     |  
|                                                                                                                                                                  |  |                  |             |   |              |   |             |  
|Total current assets                                                                                                                                              |  |                  | 2,227,918   |   |              |   | 2,482,322   |  
|Property and equipment, net                                                                                                                                       |  |                  | 233,036     |   |              |   | 411,926     |  
|Other assets, net                                                                                                                                                 |  |                  | 4,360,838   |   |              |   | 4,380,393   |  
|                                                                                                                                                                  |  |                  |             |   |              |   |             |  
|                                                                                                                                                                  |  | $                | 6,821,792   |   |              | $ | 7,274,641   |  
|                                                                                                                                                                  |  |                  |             |   |              |   |             |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                              |  |                  |             |   |              |   |             |  
|                                                                                                                                                                  |  |                 
|CURRENT LIABILITIES:                                                                                                                                              |  |                  |             |   |              |   |             |  
|Trade accounts payable                                                                                                                                            |  | $                | 528,964     |   |              | $ | 795,714     |  
|Accrued liabilities                                                                                                                                               |  |                  | 937,784     |   |              |   | 1,472,827   |  
|Deferred revenue                                                                                                                                                  |  |                  | 1,781,992   |   |              |   | 2,068,404   |  
|Current maturities of capital lease obligations                                                                                                                   |  |                  |            |   |              |   | 14,096      |  
|                                                                                                                                                                  |  |                  |             |   |              |   |             |  
|Total current liabilities                                                                                                                                         |  |                  | 3,248,740   |   |              |   | 4,351,041   |  
|                                                                                                                                                                  |  |                 
|SHAREHOLDERS EQUITY:                                                                                                                                             |  |                  |             |   |              |   |             |  
|Common stock, $.01 par value; 40,000,000 shares authorized, 10,398,063 and 10,337,476 issued and outstanding at December 31, 2003 and June 30,
2003, respectively |  |                  | 103,981     |   |              |   | 103,375     |  
|Additional paid-in capital                                                                                                                                        |  |                  | 55,605,652  |   |              |   | 55,733,257  |  
|Note receivable from a shareholder                                                                                                                                |  |                  | (82,000     | ) |              |   | (82,000     | )
|Accumulated deficit                                                                                                                                               |  |                  | (52,054,581 | ) |              |   | (52,831,032 | )
|                                                                                                                                                                  |  |                  |             |   |              |   |             |  
|Total shareholders equity                                                                                                                                        |  |                  | 3,573,052   |   |              |   | 2,923,600   |  
|                                                                                                                                                                  |  |                  |             |   |              |   |             |  
|                                                                                                                                                                  |  | $                | 6,821,792   |   |              | $ | 7,274,641   |  
|                                                                                                                                                                  |  |                  |             |   |              |   |             |  



See
accompanying notes to condensed consolidated financial statements.



2



---

Financial Statements - Continued



INTERNET AMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                            |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|------------------------------------------- |  | ------------------------------- | ---------- | ----------------------------- | ---- | - | ---------- |  | - | ---------- | - |  | - | ----------
|                                            |  | Three Months Ended December 31, |            | Six Months Ended December 31,
|                                            |  | 2003                            |            |                               | 2002 |   | 2003       |  |   | 2002      
|REVENUES:                                   |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|Internet services                           |  | $                               | 3,105,737  |                               |      | $ | 4,617,326  |  | $ | 6,538,825  |   |  | $ | 9,601,225 
|Other                                       |  |                                 | 8,852      |                               |      |   | 9,263      |  |   | 11,288     |   |  |   | 11,393    
|                                            |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|Total                                       |  |                                 | 3,114,589  |                               |      |   | 4,626,589  |  |   | 6,550,113  |   |  |   | 9,612,618 
|                                            |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|OPERATING COSTS AND EXPENSES:               |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|Connectivity and operations                 |  |                                 | 1,729,235  |                               |      |   | 2,077,282  |  |   | 3,575,254  |   |  |   | 4,679,569 
|Sales and marketing                         |  |                                 | 93,736     |                               |      |   | 137,131    |  |   | 133,230    |   |  |   | 287,098   
|General and administrative                  |  |                                 | 750,324    |                               |      |   | 1,212,701  |  |   | 1,760,201  |   |  |   | 2,351,621 
|Provision for bad debt expense              |  |                                 | 26,819     |                               |      |   | 153,826    |  |   | 129,443    |   |  |   | 299,789   
|Depreciation                                |  |                                 | 84,131     |                               |      |   | 199,185    |  |   | 193,685    |   |  |   | 432,528   
|                                            |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|Total                                       |  |                                 | 2,684,245  |                               |      |   | 3,780,125  |  |   | 5,791,813  |   |  |   | 8,050,605 
|                                            |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|OPERATING INCOME                            |  |                                 | 430,344    |                               |      |   | 846,464    |  |   | 758,300    |   |  |   | 1,562,013 
|INTEREST (INCOME) EXPENSE, NET              |  |                                 | (9,361     | )                             |      |   | 142,933    |  |   | (18,151    | ) |  |   | 286,092   
|                                            |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|NET INCOME                                  |  | $                               | 439,705    |                               |      | $ | 703,531    |  | $ | 776,451    |   |  | $ | 1,275,921 
|                                            |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|NET INCOME PER COMMON SHARE:                |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|BASIC                                       |  | $                               | 0.04       |                               |      | $ | 0.07       |  | $ | 0.07       |   |  | $ | 0.13      
|                                            |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|DILUTED                                     |  | $                               | 0.04       |                               |      | $ | 0.07       |  | $ | 0.07       |   |  | $ | 0.12      
|                                            |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |  |                                 |            |                               |      |   |            |  |   |            |   |  |   |           
|BASIC                                       |  |                                 | 10,396,410 |                               |      |   | 10,228,203 |  |   | 10,388,391 |   |  |   | 10,198,011
|                                            |  |                                 |            |                              
|DILUTED                                     |  |                                 | 10,426,685 |                               |      |   | 10,279,906 |  |   | 10,416,486 |   |  |   | 10,247,684



See
accompanying notes to condensed consolidated financial statements.



3



---

Financial Statements - Continued



INTERNET AMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                            |  |                               |           |   |      |   |           |  
|------------------------------------------------------------------------------------------- |  | ----------------------------- | --------- | - | ---- | - | --------- | -
|                                                                                            |  | Six Months Ended December 31, |          
|                                                                                            |  | 2003                          |           |   | 2002 |  
|OPERATING ACTIVITIES:                                                                       |  |                               |           |   |      |   |           |  
|Net income                                                                                  |  | $                             | 776,451   |   |      | $ | 1,275,921 |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities: |  |                               |           |   |      |   |           |  
|Depreciation                                                                                |  |                               | 193,685   |   |      |   | 432,528   |  
|Provision for bad debt expense                                                              |  |                               | 129,443   |   |      |   | 299,789   |  
|Non-cash compensation expense                                                               |  |                               | 4,000     |   |      |   | 20,000    |  
|Changes in operating assets and liabilities:                                                |  |                               |           |   |      |   |           |  
|Restricted cash                                                                             |  |                               |          |   |      |   | (332,053  | )
|Accounts receivable                                                                         |  |                               | (53,676   | ) |      |   | (208,735  | )
|Prepaid expenses and other current assets                                                   |  |                               | 13,442    |   |      |   | (54,161   | )
|Other assets                                                                                |  |                               | 19,555    |   |      |   | 52,074    |  
|Accounts payable and accrued liabilities                                                    |  |                               | (801,796  | ) |      |   | 16,315    |  
|Deferred revenue                                                                            |  |                               | (286,412  | ) |      |   | (383,153  | )
|                                                                                            |  |                               |           |   |      |   |           |  
|Net cash (used in) provided by operating activities                                         |  |                               | (5,308    | ) |      |   | 1,118,525 |  
|                                                                                            |  |                               |           |   |      |   |           |  
|INVESTING ACTIVITIES                                                                        |  |                               |           |   |      |   |           |  
|Purchases of property and equipment                                                         |  |                               | (14,792   | ) |      |   | (88,215   | )
|                                                                                            |  |                              
|FINANCING ACTIVITIES:                                                                       |  |                               |           |   |      |   |           |  
|Proceeds from issuance of common equity                                                     |  |                               | 19,001    |   |      |   | 30,411    |  
|Principal payments of capital lease obligations                                             |  |                               | (14,096   | ) |      |   | (44,290   | )
|Principal payments of long-term debt                                                        |  |                               |          |   |      |   | (6,746    | )
|Purchase of outstanding Company stock option                                                |  |                               | (150,000  | ) |      |   |          |  
|                                                                                            |  |                               |           |   |      |   |           |  
|Net cash used in financing activities                                                       |  |                               | (145,095  | ) |      |   | (20,625   | )
|                                                                                            |  |                               |           |   |      |   |           |  
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                        |  |                               | (165,195  | ) |      |   | 1,009,685 |  
|                                                                                            |  |                              
|CASH AND CASH EQUIVALENTS, beginning of period                                              |  |                               | 1,968,091 |   |      |   | 2,901,545 |  
|                                                                                            |  |                               |           |   |      |   |           |  
|CASH AND CASH EQUIVALENTS, end of period                                                    |  | $                             | 1,802,896 |   |      | $ | 3,911,230 |  
|                                                                                            |  |                               |           |   |      |   |           |  
|SUPPLEMENTAL INFORMATION:                                                                   |  |                               |           |   |      |   |           |  
|Cash paid for interest                                                                      |  | $                             | 19        |   |      | $ | 68,178    |  



See
accompanying notes to condensed consolidated financial statements.



4



---

INTERNET AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|1. | Basis of Presentation
|-- | ---------------------



Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to Article 10 of Regulation S-X of the Securities and Exchange Commission. The accompanying unaudited condensed consolidated financial statements reflect, in the opinion of management, all
adjustments necessary to achieve a fair statement of the Companys financial position and results of operations for the interim periods presented. All such adjustments are of a normal and recurring nature. These condensed financial statements
should be read in conjunction with the financial statements for the year ended June 30, 2003, included in the Companys Annual Report on Form 10-K (File No 000-25147).



|2. | Basic and Diluted Net Income Per Share
|-- | --------------------------------------



There are no adjustments required to be made to net income for the purpose of computing basic and diluted earnings per share (EPS) for the
three and six months ended December 31, 2003. During the three and six months ended December 31, 2003, options to purchase 38,000 shares of common stock were included in the computation of diluted EPS because the options were in the
money as of December 31, 2003 and it resulted in 30,275 and 28,095 common stock equivalents to be added to the weighted average shares for the three and six months ended December 31, 2003, respectively. During the three and six months ended
December 31, 2003 and 2002, options to purchase 690,037 and 1,059,557 shares of common stock were not included in the computation of diluted EPS because the options were not in the money as of December 31, 2003 and 2002, respectively.
There were no options exercised to purchase shares of common stock during the three and six months ended December 31, 2003 and 2002 except for 5,000 options to purchase shares of common stock that were exercised during the three months ended
September 30, 2003.



|3. | Other Assets
|-- | ------------



The carrying value of other assets at December 31, 2003 is as follows:



|                              |  |          |             |   |                    |   |        |  |   |             |  
|----------------------------- |  | -------- | ----------- | - | ------------------ | - | ------ |  | - | ----------- | -
|                              |  | Goodwill |             |   | Deposits and other |   | Total  | 
|Original Cost                 |  | $        | 26,023,407  |   |                    | $ | 65,361 |  | $ | 26,088,768  |  
|Less accumulated Amortization |  |          | (21,727,930 | ) |                    | $ |       |  |   | (21,727,930 | )
|Other assets, net             |  | $        | 4,295,477   |   |                    | $ | 65,361 |  | $ | 4,360,838   |  



|4. | Employee Stock Option Plans
|-- | ---------------------------



The Company applies APB No. 25 and related Interpretations in accounting for its employee stock option plans. The estimated fair value of each option
grant was determined by reference to quoted market price or recent private, arms length sales of common and preferred stock prior to the companys initial public offering. In cases where there were no arms length transactions on or
around the date of an option grant, the Board of Directors determined the value. No compensation expense has been charged against operations for the three and six months ended December 31, 2003 and 2002 related to stock option plans.



5



---

Had compensation cost for the Companys stock options been determined based on the fair value at the
grant dates for awards consistent with the method of SFAS No. 123, the Companys net income and income per share for the three and six months ended December 31, 2003 and 2002 would have been as indicated below:



|                                        |  |                                     |         |   |                                     |   |          |                                   |  |   |                                   |   |  |   |           |  
|--------------------------------------- |  | ----------------------------------- | ------- | - | ----------------------------------- | - | -------- | --------------------------------- |  | - | --------------------------------- | - |  | - | --------- | -
|                                        |  | Three Months Ended December 31,2003 |         |   | Three Months Ended December 31,2002 |   |          | Six Months Ended December 31,2003 |  |   | Six Months Ended December 31,2002 |  
|Reported net income                     |  | $                                   | 439,705 |   |                                     | $ | 703,531  |                                   |  | $ | 776,451                           |   |  | $ | 1,275,921 |  
|Less: SFAS No. 123 compensation expense |  |                                     | (87,733 | ) |                                     |   | (199,645 | )                                 |  |   | (206,763                          | ) |  |   | (399,290  | )
|Pro forma net income                    |  | $                                   | 351,972 |   |                                     | $ | 503,886  |                                   |  | $ | 569,688                           |   |  | $ | 876,631   |  
|                                        |  |                                     |         |  
|Reported basic income per share         |  | $                                   | 0.04    |   |                                     | $ | 0.07     |                                   |  | $ | 0.07                              |   |  | $ | 0.13      |  
|Reported diluted income per share       |  | $                                   | 0.04    |   |                                     | $ | 0.07     |                                   |  | $ | 0.07                              |   |  | $ | 0.12      |  
|Less: SFAS No. 123 compensation expense |  |                                     | (0.01   | ) |                                     |   | (0.02    | )                                 |  |   | (0.02                             | ) |  |   | (0.04     | )
|Pro forma basic income per share        |  | $                                   | 0.03    |   |                                     | $ | 0.05     |                                   |  | $ | 0.05                              |   |  | $ | 0.09      |  
|Pro forma diluted income per share      |  | $                                   | 0.03    |   |                                     | $ | 0.05     |                                   |  | $ | 0.05                              |   |  | $ | 0.08      |  



|5. | Income Taxes
|-- | ------------



During the three and six months ended December 31, 2003 and 2002, the Company generated net income. No provision for income taxes has been recorded as the
Company has reduced the valuation allowance on its net operating losses generated in prior periods. As of December 31, 2003, the Company continues to maintain a full valuation allowance for its net deferred tax assets of $11.7 million. Given its
limited history of generating net income, the Company does not consider the future recoverability of the net deferred tax assets to be more likely than not at this time.



|6. | Related Parties
|-- | ---------------



The Company entered into a consulting agreement for a one year term beginning October 1, 2003 with the former Chairman and CEO of the Company. The
agreement states that a consulting fee is to be paid at a rate of $10,000 per month. During the six months ended December 31, 2003, the Company paid a total of $40,000 in consulting fees to the former Chairman and CEO of which $10,000 was recorded
as a prepaid expense as of December 31, 2003.



During the
three months ended December 31, 2003, the Company paid $15,450 in consulting fees related to marketing and advertising for the Company to Marc Ladin Consulting. Marc Ladin is the son of William E. Ladin, the Chairman and CEO of the Company.



The Company engages Gary Corona, a non-employee board of
director of the Company, as a consultant to the Company at a rate of $6,000 per month. Per this agreement, Mr. Corona has been paid $14,000 during the six months ended December 31, 2003.



6



---

ITEM 2.



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Certain statements contained in this Form 10-Q constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements, identified by words such as anticipate, believe, estimate, should, expect and similar
expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks,
uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. We do not intend to update the forward-looking
information to reflect actual results or changes in the factors affecting such forward-looking information. Our Annual Report on Form 10-K for the fiscal year ended June 30, 2003 and other publicly filed reports discuss some additional important
factors that could cause our actual results to differ materially from those in any forward-looking statements.



Overview



Internet America is an Internet service provider (ISP) offering a wide array of Internet services tailored to meet the needs of individual and
business subscribers. We provide a high quality Internet experience with fast, reliable service and responsive customer care. As of December 31, 2003, we served approximately 69,000 subscribers in the southwestern United States, primarily in Dallas
and Houston, Texas.



High user density is the cornerstone of
our business strategy. We will pursue a growth strategy based on the introduction of new products and services, focusing on the Dallas and Houston markets, where we have established branding, rather than new markets. Our goal is to create high user
density in specific markets to maintain operating efficiencies and achieve positive operating results.



We have had positive EBITDA (earnings before interest (income) expense, taxes, depreciation and amortization) for the past twelve quarters and net income
for the past six quarters, primarily due to the consolidation of operations and reduction of expenses, including sales and marketing efforts. Our revenues and subscriber base, however, have suffered a steady decline, the result of a number of
factors including increased competition and decreased marketing efforts. Continued decline of revenues and subscriber base will negatively affect the Companys ability to generate net income.



The growth of the Internet and new technologies has resulted in increased
competition for existing services and increased demand for new products and services. We believe we can successfully deal with these competitive forces through the introduction of new products and services and can efficiently market and deploy our
products due to the high density of our subscriber base. Given the high level of competition in the industry for new subscribers, we have increased and plan to continue to increase our marketing efforts but will remain selective with investing in
advertising. We plan to concentrate our advertising more heavily in markets where we have established branding than in new markets.



The adoption of broadband access via DSL, cable, wireless and other mechanisms has increased, and we believe, particularly with the emergence of low-cost
high-speed solutions, that broadband will continue to grow as the preferred method of connectivity by businesses and consumers. High-speed connectivity is essential to the commercially viable deployment of new, value-added services such as Internet
telephony, particularly Voice Over Internet Protocol (VoIP), video and audio programming distribution and other high bandwidth applications.



We believe this will significantly impact the ability of many ISPs, including us, to compete. At this time, our broadband offerings consist of DSL
services and business oriented dedicated connectivity such as T-1 access, but we do not offer a cable or wireless service. We are, however, committed to being a leader in offering cost effective broadband solutions to individuals and businesses, and
we will continue to pursue alternative methods of low-cost high-speed connectivity.



Additionally, because all of our DSL services include a local loop sold to us at wholesale prices by either SBC Communications, Inc. (SBC) or Verizon Communication, Inc. (Verizon) pricing and
availability of our



7



---

DSL services are subject to the competitive pressures of those local exchange carriers, both of which also sell their own
DSL services on a retail basis. Thus, pressures from SBC or Verizon may cause us to decrease the price of our DSL services, resulting in a decrease in revenue per subscriber, or may cause us to make fewer new sales of DSL services.



We have an accumulated deficit of $52.1 million at December 31, 2003 and have
had annual operating losses since inception until the prior fiscal year ended June 30, 2003 as a result of building network infrastructure and rapidly increasing market share.



Statement of Operations



Internet services revenue is derived from individual dial-up Internet access, including analog and ISDN access, DSL access, dedicated connectivity, bulk
dial-up access, Web hosting services, and value-added services, such as multiple e-mail boxes and personalized e-mail addresses.



A brief description of each element of our operating expenses follows:



Connectivity and operations expenses consist primarily of setup costs for new subscribers, telecommunication
costs, and wages of network operations and customer support personnel. Connectivity costs include (i) fees paid to telephone companies for subscribers dial-up connections to our network and (ii) fees paid to backbone providers for connections
from our network to the Internet.



Sales and
marketing expenses consist primarily of creative and production costs, costs of media placement, management salaries and call center wages. Advertising costs are expensed as incurred.



General and administrative expenses consist primarily of administrative salaries, professional services,
rent and other general business expenses.



Provision for bad debt expenses consist primarily of customer accounts that have been deemed uncollectible and will potentially be written off in future periods. Historically, the expense has been based on the aging of customer accounts
whereby all customer accounts that are 90 days or older have been provided for as a bad debt expense.



Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets. Data communications
equipment, computers, data servers and office equipment are depreciated over three years. We depreciate furniture, fixtures and leasehold improvements over five years. For fiscal years prior and ended June 30, 2002, purchased subscriber bases and
related goodwill were amortized over 30 to 36 months.



Our
business is not subject to any significant seasonal influences.



8



---

Results of Operations



Three Months Ended December 31, 2003 Compared to Three Months Ended December 31, 2002



The following table sets forth certain unaudited financial data for the three months ended December 31, 2003 and 2002.
Operating results for any period are not indicative of results for any future period. Dollar amounts are shown in thousands (except per share data and subscriber counts).



|                                            |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|------------------------------------------- |  | ----------------------------------- | ------ | - | ----------------------------------- | ----- | -- | ------- | - | ------- | ------------- |  | ----- | -
|                                            |  | Three Months EndedDecember 31, 2003 |        |   | Three Months EndedDecember 31, 2002 |      
|                                            |  | (000s)                             |        |   | % of Revenues                       |       |    | (000s) |   |         | % of Revenues | 
|STATEMENT OF OPERATIONS DATA:               |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|REVENUES:                                   |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|Internet services                           |  | $                                   | 3,106  |   |                                     | 99.7  | %  |         | $ | 4,617   |               |  | 99.8  | %
|Other                                       |  |                                     | 9      |   |                                     | 0.3   | %  |         |   | 9       |               |  | 0.2   | %
|                                            |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|Total                                       |  |                                     | 3,115  |   |                                     | 100.0 | %  |         |   | 4,626   |               |  | 100.0 | %
|                                            |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|OPERATING COSTS AND EXPENSES:               |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|Connectivity and operations                 |  |                                     | 1,729  |   |                                     | 55.5  | %  |         |   | 2,077   |               |  | 44.9  | %
|Sales and marketing                         |  |                                     | 94     |   |                                     | 3.0   | %  |         |   | 137     |               |  | 3.0   | %
|General and administrative                  |  |                                     | 750    |   |                                     | 24.1  | %  |         |   | 1,212   |               |  | 26.2  | %
|Provision for bad debt expense              |  |                                     | 27     |   |                                     | 0.9   | %  |         |   | 154     |               |  | 3.3   | %
|Depreciation                                |  |                                     | 84     |   |                                     | 2.7   | %  |         |   | 199     |               |  | 4.3   | %
|                                            |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|Total                                       |  |                                     | 2,684  |   |                                     | 86.2  | %  |         |   | 3,779   |               |  | 81.7  | %
|                                            |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|OPERATING INCOME                            |  |                                     | 431    |   |                                     | 13.8  | %  |         |   | 847     |               |  | 18.3  | %
|INTEREST (INCOME) EXPENSE, NET              |  |                                     | (9     | ) |                                     | (0.3  | )% |         |   | 143     |               |  | 3.1   | %
|                                            |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|NET INCOME                                  |  | $                                   | 440    |   |                                     | 14.1  | %  |         | $ | 704     |               |  | 15.2  | %
|                                            |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|NET INCOME PER COMMON SHARE:                |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|BASIC                                       |  | $                                   | 0.04   |   |                                     |       |    |         | $ | 0.07    |               |  |       |  
|                                            |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|DILUTED                                     |  | $                                   | 0.04   |   |                                     |       |    |         | $ | 0.07    |               |  |       |  
|                                            |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|BASIC                                       |  |                                     | 10,396 |   |                                     |       |    |         |   | 10,228  |               |  |       |  
|DILUTED                                     |  |                                     | 10,427 |   |                                     |       |    |         |   | 10,280  |               |  |       |  
|                                            |  |                                     |        |  
|OTHER DATA:                                 |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|Subscribers at end of period                |  |                                     | 69,000 |   |                                     |       |    |         |   | 106,000 |               |  |       |  
|EBITDA(1)                                   |  |                                     | 515    |   |                                     |       |    |         |   | 1,046   |               |  |       |  
|EBITDA margin (2)                           |  |                                     | 16.5   | % |                                     |       |    |         |   | 22.6    | %             |  |       |  
|                                            |  |                                     |        |  
|Reconciliation of net income to EBITDA:     |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|Net income                                  |  | $                                   | 440    |   |                                     |       |    |         | $ | 704     |               |  |       |  
|Add:                                        |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|Depreciation                                |  |                                     | 84     |   |                                     |       |    |         |   | 199     |               |  |       |  
|Interest (income) expense, net              |  |                                     | (9     | ) |                                     |       |    |         |   | 143     |               |  |       |  
|                                            |  |                                     |        |   |                                     |       |    |         |   |         |               |  |       |  
|EBITDA (1)                                  |  |                                     | 515    |   |                                     |       |    |         |   | 1,046   |               |  |       |  

---

|(1) | EBITDA (earnings before interest (income) expense, taxes, depreciation and amortization) is not a measurement of financial performance under generally accepted accounting principles
(GAAP) and should not be considered an alternative to net income as a measure of performance. Management has consistently used EBITDA on a historical basis as a measurement of the Companys current operating cash income because it is commonly
used in the industry and we believe it is useful information for investors.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | EBITDA margin represents EBITDA as a percentage of total revenue.
|--- | -----------------------------------------------------------------



9



---

Total revenue.Total revenue decreased by $1.5 million, or 32.6%, to $3.1 million for the three
months ended December 31, 2003, from $4.6 million for the three months ended December 31, 2002. The Companys subscriber count decreased by 37,000, or 34.9%, to 69,000 as of December 31, 2003 compared to 106,000 as of December 31, 2002. The
decrease in the subscriber count is attributable to tightened credit policies and procedures and normal customer attrition exceeding our rate of new sales and the loss of DSL customers due to the bankruptcy of one of our DSL providers.



Connectivity and operations.Connectivity and operations expense
decreased by $0.4 million or 19.0%, to $1.7 million for the three months ended December 31, 2003 from $2.1 million for the three months ended December 31, 2002. The decrease is primarily due to the consolidation of internet and telephone connections
and circuits which was a result of decreased revenues. As a percentage of total revenue, connectivity and operations expense increased to 55.5% for the three months ended December 31, 2003, from 44.9% for the three months ended December 31, 2002 due
primarily to the decrease in revenues.



Sales and marketing.Sales and marketing expense decreased by $43,000, or 31.4%, to $94,000 for the three months ended December 31, 2003, compared to $137,000 for the three months ended December 31, 2002. Personnel costs related to sales decreased by $52,000 or
55.9%, to $41,000 for the three months ended December 31, 2003, compared to $93,000 for the three months ended December 31, 2002. The advertising expense for the three months ended December 31, 2003 was $52,000 which consisted primarily of billboard
advertising compared to $44,000 for the three months ended December 31, 2002.



General and administrative.General and administrative expense decreased by $0.4 million, or 33.3%, to $0.8 million for the three months ended December 31, 2003, from $1.2 million for the three months ended
December 31, 2002. Personnel costs decreased by $287,000 or 54.6%, to $239,000 for the three months ended December 31, 2003, compared to $526,000 for the three months ended December 31, 2002 which is primarily due to the consolidation of the Houston
office. Office rent expense related to the Dallas office decreased $66,000 for the three months ended December 31, 2003 due to an amended lease agreement. General and administrative expense as a percentage of total revenue decreased to 24.1% for the
three months ended December 31, 2003, from 26.2% for the three months ended December 31, 2002 due primarily to the decrease in general and administrative expenses.



Provision for bad debt expense.Provision for bad debt expense decreased by $127,000, or 82.5%, to $27,000 for the
three months ended December 31, 2003, from $154,000 for the three months ended December 31, 2002. The decrease is mainly related to an overall improvement in the Companys aging of customer accounts that are at least 90 days old and improved
billing and collection efforts. Provision for bad debt expense as a percentage of revenue decreased to 0.9% for the three months ended December 31, 2003, from 3.3% for the three months ended December 31, 2002. As of December 31, 2003, the Company
continues to be fully reserved for all customer accounts that are at least 90 days old.



Depreciation. Depreciation decreased by $115,000, or 57.8%, to $84,000 for the three months ended December 31, 2003, from $199,000 for the three months ended December 31, 2002. The decrease is due to certain
property and equipment becoming fully depreciated.



Interest
(income) expense, net.For the three months ended December 31, 2003, the Company recorded no interest expense, but did record approximately $9,000 in interest income which is primarily due to interest earned on the Companys cash
balances. For the three months ended December 31, 2002, the Company recorded interest expense of $66,000 related to a $3.3 million letter of credit agreement with the Companys former Chairman, William O. Hunt, and $80,000 in interest expense
related to post-judgment interest on a lawsuit judgment for the three months ended December 31, 2002.



10



---

Six Months Ended December 31, 2003 Compared to Six Months Ended December 31, 2002



The following table sets forth certain unaudited financial data for the six
months ended December 31, 2003 and 2002. Operating results for any period are not indicative of results for any future period. Dollar amounts are shown in thousands (except per share data and subscriber counts).



|                                            |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|------------------------------------------- |  | --------------------------------- | ------ | - | --------------------------------- | ----- | -- | ------- | - | ------- | ------------- |  | ----- | -
|                                            |  | Six Months EndedDecember 31, 2003 |        |   | Six Months EndedDecember 31, 2002 |      
|                                            |  | (000s)                           |        |   | % of Revenues                     |       |    | (000s) |   |         | % of Revenues | 
|STATEMENT OF OPERATIONS DATA:               |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|REVENUES:                                   |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|Internet services                           |  | $                                 | 6,539  |   |                                   | 99.8  | %  |         | $ | 9,601   |               |  | 99.9  | %
|Other                                       |  |                                   | 11     |   |                                   | 0.2   | %  |         |   | 12      |               |  | 0.1   | %
|                                            |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|Total                                       |  |                                   | 6,550  |   |                                   | 100.0 | %  |         |   | 9,613   |               |  | 100.0 | %
|                                            |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|OPERATING COSTS AND EXPENSES:               |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|Connectivity and operations                 |  |                                   | 3,575  |   |                                   | 54.6  | %  |         |   | 4,680   |               |  | 48.7  | %
|Sales and marketing                         |  |                                   | 133    |   |                                   | 2.0   | %  |         |   | 287     |               |  | 3.0   | %
|General and administrative                  |  |                                   | 1,761  |   |                                   | 26.9  | %  |         |   | 2,351   |               |  | 24.5  | %
|Provision for bad debt expense              |  |                                   | 129    |   |                                   | 2.0   | %  |         |   | 300     |               |  | 3.1   | %
|Depreciation                                |  |                                   | 194    |   |                                   | 3.0   | %  |         |   | 433     |               |  | 4.5   | %
|                                            |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|Total                                       |  |                                   | 5,792  |   |                                   | 88.4  | %  |         |   | 8,051   |               |  | 83.8  | %
|                                            |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|OPERATING INCOME                            |  |                                   | 758    |   |                                   | 11.6  | %  |         |   | 1,562   |               |  | 16.2  | %
|INTEREST (INCOME) EXPENSE, NET              |  |                                   | (18    | ) |                                   | (0.3  | )% |         |   | 286     |               |  | 3.0   | %
|                                            |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|NET INCOME                                  |  | $                                 | 776    |   |                                   | 11.8  | %  |         | $ | 1,276   |               |  | 13.3  | %
|                                            |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|NET INCOME PER COMMON SHARE:                |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|BASIC                                       |  | $                                 | 0.07   |   |                                   |       |    |         | $ | 0.13    |               |  |       |  
|                                            |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|DILUTED                                     |  | $                                 | 0.07   |   |                                   |       |    |         | $ | 0.12    |               |  |       |  
|                                            |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|BASIC                                       |  |                                   | 10,388 |   |                                   |       |    |         |   | 10,198  |               |  |       |  
|DILUTED                                     |  |                                   | 10,416 |   |                                   |       |    |         |   | 10,248  |               |  |       |  
|                                            |  |                                   |        |  
|OTHER DATA:                                 |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|Subscribers at end of period                |  |                                   | 69,000 |   |                                   |       |    |         |   | 106,000 |               |  |       |  
|EBITDA(1)                                   |  |                                   | 952    |   |                                   |       |    |         |   | 1,995   |               |  |       |  
|EBITDA margin (2)                           |  |                                   | 14.5   | % |                                   |       |    |         |   | 20.8    | %             |  |       |  
|CASH FLOW DATA:                             |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|Cash flow (used in) provided by operations  |  |                                   | (5     | ) |                                   |       |    |         |   | 1,119   |               |  |       |  
|Cash flow used in investing activities      |  |                                   | 15     |   |                                   |       |    |         |   | 88      |               |  |       |  
|Cash flow used in financing activities      |  |                                   | 145    |   |                                   |       |    |         |   | 21      |               |  |       |  
|                                            |  |                                   |        |  
|Reconciliation of net income to EBITDA:     |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|Net income                                  |  | $                                 | 776    |   |                                   |       |    |         | $ | 1,276   |               |  |       |  
|Add:                                        |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|Depreciation                                |  |                                   | 194    |   |                                   |       |    |         |   | 433     |               |  |       |  
|Interest (income) expense, net              |  |                                   | (18    | ) |                                   |       |    |         |   | 286     |               |  |       |  
|                                            |  |                                   |        |   |                                   |       |    |         |   |         |               |  |       |  
|EBITDA                                      |  | $                                 | 952    |   |                                   |       |    |         | $ | 1,995   |               |  |       |  

---

|(1) | EBITDA (earnings before interest (income) expense, taxes, depreciation and amortization) is not a measurement of financial performance under generally accepted accounting principles
(GAAP) and should not be considered an alternative to net income as a measure of performance. Management has consistently used EBITDA on a historical basis as a measurement of the Companys current operating cash income because it is commonly
used in the industry and we believe it is useful information for investors.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | EBITDA margin represents EBITDA as a percentage of total revenue.
|--- | -----------------------------------------------------------------



11



---

Total revenue.Total revenue decreased by $3.0 million, or 31.3%, to $6.6 million for the six months ended
December 31, 2003, from $9.6 million for the six months ended December 31, 2002. The Companys subscriber count decreased by 37,000, or 34.9%, to 69,000 as of December 31, 2003 compared to 106,000 as of December 31, 2002. The decrease in the
subscriber count is attributable to tightened credit policies and procedures and normal customer attrition exceeding our rate of new sales and the loss of DSL customers due to the bankruptcy of one of our DSL providers.



Connectivity and operations.Connectivity and operations expense
decreased by $1.1 million, or 23.4%, to $3.6 million for the six months ended December 31, 2003 from $4.7 million for the six months ended December 31, 2002. The decrease is primarily due to the consolidation of internet and telephone connections
and circuits which was a result of decreased revenues. As a percentage of total revenue, connectivity and operations expense increased to 54.6% for the six months ended December 31, 2003, from 48.7% for the six months ended December 31, 2002 due
primarily to the decrease in revenues.



Sales and marketing.Sales and marketing expense decreased by $154,000, or 53.7%, to $133,000 for the six months ended December 31, 2003, compared to $287,000 for the six months ended December 31, 2002. Personnel costs related to sales decreased by $136,000 or
63.3%, to $79,000 for the six months ended December 31, 2003, compared to $215,000 for the six months ended December 31, 2002.



General and administrative.General and administrative expense decreased by $0.6 million, or 25.0%, to $1.8 million for the six months ended
December 31, 2003, from $2.4 million for the six months ended December 31, 2002. Personnel costs decreased by $0.5 million or 45.5%, to $0.6 million for the six months ended December 31, 2003, compared to $1.1 million for the six months ended
December 31, 2002 which is primarily due to the consolidation of the Houston office and reduction in personnel for the Dallas office. Office rent expense related to the Dallas office decreased $78,000 for the six months ended December 31, 2003 due
to an amended lease agreement. General and administrative expense as a percentage of total revenue increased to 26.9% for the six months ended December 31, 2003, from 24.5% for the six months ended December 31, 2002 due primarily to the decrease in
revenues.



Provision for bad debt expense.Provision for bad debt expense decreased by $171,000, or 57.0%, to $129,000 for the six months ended December 31, 2003, from $300,000 for the six months ended December 31, 2002. The decrease is mainly related to an overall improvement in the
Companys aging of customer accounts that are at least 90 days old and improved billing and collection efforts. Provision for bad debt expense as a percentage of total revenue decreased to 2.0% for the six months ended December 31, 2003, from
3.1% for the six months ended December 31, 2002. As of December 31, 2003, the Company continues to be fully reserved for all customer accounts that are at least 90 days old.



Depreciation. Depreciation decreased by $239,000, or 55.2%, to $194,000 for the six months ended December 31, 2003,
from $433,000 for the six months ended December 31, 2002. The decrease is due to certain property and equipment becoming fully depreciated.



Interest (income) expense, net.For the six months ended December 31, 2003, the Company recorded no interest expense, but did record approximately
$18,000 in interest income which is primarily due to interest earned on the Companys cash balances. For the six months ended December 31, 2002, the Company recorded interest expense of $132,000 related to a $3.3 million letter of credit
agreement with the Companys former Chairman, William O. Hunt, and $160,000 in interest expense related to post-judgment interest on a lawsuit judgment for the six months ended December 31, 2002.



Liquidity and Capital Resources



We have financed our operations to date primarily through public and private
sales of equity securities, loans from shareholders and third parties and cash flows from operations.



Cash (used in) provided by operating activities totaled ($5,000) and $1.1 million for the six months ended December 31, 2003 and 2002, respectively. Cash
used in operating activities was the result of $952,000 in EBITDA which was offset by a reduction in accounts payable and accrued liabilities of $802,000 and a reduction in deferred revenues of $286,000. The significant decrease in accounts payable
and accrued liabilities is the result of the



12



---

company paying vendors on a more timely basis and the resolution of billing disputes with telecommunications vendors.
Cash provided by operating activities for the six months ended December 31, 2002 was the result of $2.0 million in positive EBITDA which was offset by uses of cash for restricted cash, accounts receivable and deferred revenue for a total of
$924,000.



Cash used in investing activities totaled $15,000
and $88,000 for the six months ended December 31, 2003 and 2002, respectively, which consisted of routine purchases of property and equipment to expand and upgrade our network.



Cash used in financing activities totaled $145,000 and $21,000 for the six months ended December 31, 2003 and 2002,
respectively. Cash used in financing activities for the six months ended December 31, 2003 consisted primarily of $150,000 paid to purchase an outstanding stock option of the Company from William O. Hunt. There was also proceeds of $19,000 from the
issuance of common stock related to the employee stock purchase plan which was offset by $14,000 in payments to service capital lease obligations for the six months ended December 31, 2003.



We estimate that cash on hand of $1.8 million at December 31, 2003 along with
anticipated cash flow from operations will be sufficient for meeting our working capital needs for fiscal 2004 with regard to continuing operations in existing markets. Additional financing will be required to fund acquisitions or expansion into new
markets. Continued decreases in revenues and subscriber count may ultimately affect the liquidity of the Company. The Company has started to advertise in Dallas and Houston with billboards and in newspapers and will continue to advertise for future
periods to stabilize and potentially increase revenues. The Company currently has no long term advertising commitments.



If additional capital financing arrangements, including public or private sales of debt or equity securities, or additional borrowings from commercial
banks, are insufficient or unavailable, or if we experience shortfalls in anticipated revenues or increases in anticipated expenses, we will modify our operations and growth strategies to match available funding.



Safe Harbor Statement



The following Safe Harbor Statement is made pursuant to the
Private Securities Litigation Reform Act of 1995. Certain of the statements contained in the body of this Report are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking statements. With respect to such forward-looking statements, we seek the protections afforded by the Private Securities Litigation Reform Act of 1995. These risks include,
without limitation, that (1) we will not retain or grow our subscriber base, including DSL and commercial services customers, (2) we will not improve EBITDA, profitability or product margins, (3) we will not continue to achieve operating
efficiencies, (4) we will not be competitive with existing or new competitors, (5) we will not keep up with industry pricing or technological developments impacting the Internet, (6) needed financing will not be available to us if and as needed, and
(7) we will be adversely affected by dependence on network infrastructure, telecommunications providers and other vendors, by regulatory changes and by general economic and business conditions. This list is intended to identify certain of the
principal factors that could cause actual results to differ materially from those described in the forward-looking statements included elsewhere herein. These factors are not intended to represent a complete list of all risks and uncertainties
inherent in our business, and should be read in conjunction with the more detailed cautionary statements included in our other publicly filed reports and documents.



ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK



No material changes have occurred to the Companys previously reported risk profile for market-risk sensitive
instruments.



ITEM 4. CONTROLS AND PROCEDURES



An evaluation was carried out under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934) in effect as of December 31, 2003. Based upon that evaluation, the Chief Executive Officer and Chief Accounting Officer concluded that, as of December 31, 2003, the design and operation of these disclosure controls



13



---

and procedures were effective in timely alerting them to the material information relating to the Company required to be
included in its periodic filings with the Securities and Exchange Commission. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the conclusion of their
evaluation.



14



---

PART II - OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



On January 30, 2004, the Company filed a lawsuit against Gary Corona (Corona), one of its two directors, alleging that the Company had learned
that Corona had disseminated confidential information about Internet America to certain selected shareholders and seeking a temporary restraining order (TRO), temporary injunction and permanent injunction which, among other matters,
would 1) enjoin Corona from disseminating confidential corporate information to Internet America shareholders, stockbrokers or any third party, 2) enjoin Corona from taking certain actions with regard to the management rights or obligations of
Internet America without board authorization and 3) order Corona to return certain corporate documents to Internet America.



The lawsuit was filed in the District Court of Dallas County, Texas, 298thJudicial District. The court entered the TRO on January 30, 2004, which order shall remain in place, pursuant to an agreement between the parties, until
February 23, 2004.The court set Internet Americas application for temporary injunction for a hearing to be
held on February 23, 2004.



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



On November 12, 2003, the Company held
its 2003 annual meeting of shareholders, at which the shareholders voted as follows:



|                                                           |  |                  |  |                  
|---------------------------------------------------------- |  | ---------------- |  | -----------------
|MATTER VOTED ON                                            |  | SHARES VOTED FOR |  | AUTHORITYWITHHELD
|The election of William E. Ladin to the board of directors |  | 7,802,858        |  | 78,921           
|                                                           |  |                 
|The election of Gary Corona to the board of directors      |  | 7,813,558        |  | 68,221           



ITEM 6. EXHIBITS AND REPORTS ON
FORM 8-K



(a) Exhibits



| | 10.1 | Seventh Amendment to Office Lease Agreement dated December 5, 2003 by and between Internet America, Inc. and One Dallas Centre Associates L.P. *
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | 31.1 | Rule 13a-14(a)/15d-14(a) Certification of William E. Ladin, Jr.*
| | ---- | ----------------------------------------------------------------



| | 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Mark Novy*
| | ---- | ----------------------------------------------------



| | 32.1 | Section 1350 Certification of William E. Ladin, Jr.*
| | ---- | ----------------------------------------------------



| | 32.2 | Section 1350 Certification of Mark Novy*
| | ---- | ----------------------------------------

---

|* | Filed herewith
|- | --------------



(b) Reports on Form 8-K



The Company filed the following reports on Form 8-K during the quarter ended December 31, 2003: (1) Form 8-K filed on November 12, 2003
disclosing its results of operations for the quarter ended September 30, 2003.



15



---

SIGNATURES



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



|               |  |                                        
|-------------- |  | ---------------------------------------
|               |  | INTERNET AMERICA, INC.                 
|               |  | (Registrant)                           
|               | 
|Date: 02/17/04 |  | By: /s/ William E. Ladin, Jr.          
|               |  | William E. Ladin                       
|               |  | President and Chief Executive Officer  
|               | 
|Date: 02/17/04 |  | By: /s/ Mark Novy                      
|               |  | Mark Novy                              
|               |  | Controller and Chief Accounting Officer



16



---

INDEX TO EXHIBITS



|            |  |                                                                                                                                       
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                           
|            | 
|10.1        |  | Seventh Amendment to Office Lease dated December 5, 2003 by and between Internet America, Inc. and One Dallas Centre Associates L.P. *
|            | 
|31.1        |  | Rule 13a-14(a)/15d-14(a) Certification of William E. Ladin, Jr.*                                                                      
|            | 
|31.2        |  | Rule 13a-14(a)/15d-14(a) Certification of Mark Novy*                                                                                  
|            | 
|32.1        |  | Section 1350 Certification of William E. Ladin, Jr.*                                                                                  
|            | 
|32.2        |  | Section 1350 Certification of Mark Novy*                                                                                              

---

|* | Filed herewith
|- | --------------



17