UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB/A

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended September 30, 2003

[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from _________ to __________.

Commission File No. ________

USURF AMERICA, INC.
-------------------
(Exact name of registrant as specified in its charter)

NEVADA 91-2117796
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

6005 DELMONICO DRIVE, SUITE 140 80919
------------------------------- -----
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (719) 260-6455
- --------------------------------------------------- --------------

(1) Registrant 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
[X] Yes [ ] No

As of September 30, 2003, there were 105,386,786 shares outstanding of
issuer's common stock.

PART I

ITEM 1. FINANCIAL STATEMENTS

USURF AMERICA, INC.

FINANCIAL STATEMENTS
TABLE OF CONTENTS

PAGE
----

Consolidated Balance Sheets as of September 30, 2003
(unaudited) and December 31, 2002 1

Consolidated Statements of Operations for the three months
ended September 30, 2003 and 2002 (unaudited) and the
nine months ended September 30, 2003 and 2002 (unaudited) 2

Consolidated Statements of Cash Flows for the nine months
ended September 30, 2003 and 2002 (unaudited) 3

Notes to Consolidated Statements 6

USURF America, Inc. and Subsidiaries
Colorado Springs, Colorado
- -----------------------------------------------------
Consolidated Balance Sheets
December 31, 2002 and September 30, 2003 (unaudited)

ASSETS
9/30/03
(unaudited) 12/31/2002 *
------------ ------------
Current Assets

Cash and cash equivalents $ 260,309 $ 111,568
Accounts receivable 66,566 224
Inventory 28,098 2,715
Notes receivable - current 332,000 0
Other current assets 20,000 4,942
------------ ------------
Total Current Assets 706,973 119,449

Property and Equipment
Cost 618,887 73,359
Less: Accumulated depreciation (64,807) (7,336)
------------ ------------
Total Property and Equipment 554,080 66,023

Intangibles 900,939 201,604
Less: Accumulated amortization (10,431) 0
------------ ------------
Total Intangibles 890,508 201,604

Other Assets
Investment in Joint Venture 28,434
Prepaid Expenses 45,200 0
Other 82,928 20,000
------------ ------------
Total Other Assets 156,562 20,000

------------ ------------
Total Assets $ 2,308,123 $ 407,076
============ ============

LIABILITIES

Current Liabilities
Accounts payable $ 262,142 $ 131,146
Payroll taxes payable 12,143 0
Notes payable - Current 111,300 87,604
Accrued expenses 878 0
Other current liabilities 171,802 0
Notes payable to stockholder 0 1,000
------------ ------------
Total Liabilities 558,265 219,750

Stockholders' Equity
Common stock, $.0001 par value; authorized 400,000,000 10,538 $ 7,145
shares; issued and outstanding:103,936,786 at
September 30, 2003 and 71,445,338 at December 31, 2002
Additional paid in capital 44,895,176 40,778,870
Accumulated deficit (42,198,284) (40,207,489)
Subscriptions (430,075) (21,200)
Deferred consulting (527,497) (370,000)
------------ ------------
Total stockholders' equity 1,749,858 187,326

------------ ------------
Total liabilities and stockholders' equity 2,308,123 $ 407,076
============ ============

* Derived from the audited financial statements for the year ended December
31, 2002

The accompanying notes are an integral part of these statements.

USURF America, Inc. and Subsidiaries
Colorado Springs, Colorado
- ---------------------------------------------------
Consolidated Statement of Operations
Three months ended September 30, 2003 and 2002,
and nine months ended September 30, 2003 and 2002
Three months ended September 30, Nine months ended September 30,
-------------------------------- -------------------------------
2003 2002 2003 2002
(unaudited) (unaudited) (unaudited) (unaudited)
------------ ------------ ------------ ------------

Revenues $ 165,278 $ 4,676 $ 236,448 $ 13,978
Internet access costs, cost of goods sold (103,391) (8,669) (131,070) (25,820)
------------ ------------ ------------ ------------

Gross profit 61,887 (3,993) 105,378 (11,842)

Operating expenses

Depreciation and amortization 41,040 8,850 67,902 22,917
Professional and Consulting fees 200,529 328,645 754,837 1,021,702
Rent 30,923 6,646 78,033 22,009
Salaries and commissions 256,246 213,313 582,086 1,028,476
Advertising 100 1,388 3,113 66,233
Other general and administrative 296,322 60,650 601,475 201,021
------------ ------------ ------------ ------------

Total operating expenses 825,160 619,492 2,087,446 2,362,358

------------ ------------ ------------ ------------
Loss from operations (763,273) (623,485) (1,982,068) (2,374,200)

Other income (expense)

Interest income 548 1 556 8
Interest expense (9,283) 0 (9,283) (183)
------------ ------------ ------------ ------------

Total other income (expense) (8,735) 1 (8,727) (175)

------------ ------------ ------------ ------------
Loss before income tax (772,008) (623,484) (1,990,795) (2,374,375)

Income tax benefit 0 0 0 0

------------ ------------ ------------ ------------
Net Loss ($ 772,008) ($ 623,484) ($ 1,990,795) ($ 2,374,375)
============ ============ ============ ============

Net loss per common share ($ 0.008) ($ 0.013) ($ 0.024) ($ 0.061)
============ ============ ============ ============

Weighted average number of shares outstanding 93,359,842 47,424,671 83,109,557 38,938,546
============ ============ ============ ============

The accompanying notes are an integral part of these statements.

USURF America, Inc. and Subsidiaries
Colorado Springs, Colorado
- ---------------------------------------------------
Consolidated Statement of Cash Flows
Nine months ended September 30, 2003 and 2002

Nine months ended September 30,
-------------------------------
2003 2002
(unaudited) (unaudited)
----------- -----------
Cash Flows From Operating Activities
- ------------------------------------
Net loss ($1,990,795) ($2,374,375)

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

Depreciation and amortization 67,902 22,917
Consulting and other fees paid with stock 710,261 913,824
Compensation expense paid with stock 473,250 900,880
Advertising expense paid with stock 0 62,000

Changes in operating assets and liabilities

Accounts receivable (66,342) 0
Inventory (1,383) (4,100)
Other assets (15,058) 0
Accounts payable 130,996 44,941
Accrued payroll 0 (86,038)
Deferred consulting (157,497) 0
Other current liabilities 184,823 102,000
----------- -----------

Net cash used in operating activities (663,843) (417,951)

Cash Flows From Investing Activities
- ------------------------------------
Capital expenditures (384,715) (28,567)
Investment in Joint Venture (28,434) 0
----------- -----------

Net cash used in investing activities (413,149) (28,567)

Cash Flows From Financing Activities
- ------------------------------------
Subscriptions receivable (468,875) 305,000
Notes payable - stockholder (1,000) (18,521)
Issuance of common stock for cash 891,376 212,000
Issuance of common stock for services 542,500
Warrants exercised 593,732 13,000
Notes receivable (332,000) 0
Fee for stock issuance 0 (4,900)
----------- -----------

Net cash provided by financing activities 1,225,733 506,579

----------- -----------
Net increase (decrease) in cash and cash equivalents 148,741 60,061
Cash and cash equivalents, beginning of period 111,568 10
----------- -----------
Cash and cash equivalents, end of period $ 260,309 $ 60,071
=========== ===========

The accompanying notes are an integral part of these statements.

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

Nine Months Ended September 30, 2003
- ------------------------------------

In March 2003, the Company issued 2,500,000 shares as a commitment fee
under a common stock purchase agreement, which shares were valued at
$75,000.

In July 2003, the Company issued 75,000 shares under a consulting
agreement, which shares were valued at $14,250.

In July 2003, the Company issued 100,000 shares under a consulting
agreement, which shares were valued at $17,000.

In August 2003, the Company issued 3,000,000 shares under an amended
one-year consulting agreement, which shares were valued at $480,000.

In August 2003, the Company issued 333,333 shares in payment of a $4,800
account payable and $45,200 of future services, which shares were valued at
$50,000.

In September 2003, the Company issued 1,650,000 shares to certain
directors, in lieu of cash, in payment of directors fees, which shares were
valued at $141,500.

In September 2003, the Company issued 75,000 shares under a consulting
agreement, which shares were valued at $14,250.

In September 2003, the Company issued 100,000 shares under a consulting
agreement, which shares were valued at $17,000.

In September 2003, the Company issued a total of 4,475,000 shares of stock
to certain officers, in lieu of cash compensation, pursuant to their
respective employment agreements, which shares were valued at $281,750.

In September 2003, the Company issued 2,800,000 shares to acquire certain
assets, which shares were valued at $532,000.

In September 2003, the Company issued 600,000 shares in payment of a note
payable and related accrued interest, which shares were valued at $96,000.

Nine Months Ended September 30, 2002
- ------------------------------------

In January 2002, the Company issued 120,000 shares under a one-year
consulting agreement, which shares were valued at $10,800.

In February 2002, the Company issued 300,000 shares under a four month
consulting agreement, which shares of stock were valued at $30,000.

In March 2002, the Company issued 75,000 shares under a one-month
consulting agreement, which shares were valued at $7,500.

In March 2002, the Company issued 75,000 shares in payment of legal
services, which shares of stock were valued at $6,000.

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

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

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

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

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

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

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

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

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

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

In July 2002, the Company entered into a four-month consulting agreement,
by issuing 300,000 shares of stock valued at $15,000.

In July 2002, the Company entered into a three-month consulting agreement,
by issuing 300,000 shares of stock valued at $15,000.

In July 2002, the Company entered into a six-month consulting agreement, by
issuing 300,000 shares of stock valued at $18,000.

In July 2002, the Company issued 600,000 shares of stock, valued at
$36,000, as an employment bonus.

In August 2002, the Company issued 75,000 shares of stock to a consultant
valued at $4,500.

In August 2002, the Company entered into a three-month consulting
agreement, by issuing 375,000 shares of stock valued at $18,750.

In September 2002, the Company entered into a six-month consulting
agreement, by issuing 1,000,000 shares of stock valued at $60,000.

In September 2002, the Company issued 1,000,000 shares in payment of legal
services, which shares of stock were valued at $80,000.

In September 2002, the Company entered into a three-month consulting
agreement, by issuing 300,000 shares of stock valued at $18,000.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2003
(UNAUDITED)

Note 1. Organization and Basis of Presentation
- ----------------------------------------------

Organization
- ------------

USURF America, Inc. (the "Company"), formerly Internet Media Corporation, was
incorporated as Media Entertainment, Inc. in the State of Nevada on November 1,
1996. The Company currently provides telecommunications services to customers in
Colorado.

Principles of Consolidation
- ---------------------------

The accompanying consolidated financial statements include all the accounts of
USURF and all wholly owned subsidiaries. Inter-company transactions and balances
have been eliminated in the consolidation.

Loss Per Common Share
- ---------------------

The loss per common share is presented in accordance with the provisions of SFAS
No. 128, Earnings Per Share. Basic loss per common share has been computed by
dividing the net loss available to the common stockholder by the weighted
average number of shares of common stock outstanding for the period.

Stock-Based Compensation
- ------------------------

The Company has elected to follow APB Opinion No. 25 and related interpretations
in accounting for its stock options and grants since the alternative fair market
value accounting provided for under Statement of Financial Accounting Standards
(SFAS) No. 123 requires use of grant valuation models that were not developed
for use in valuing employee stock options and grants. Under APB Opinion No. 25,
if the exercise price of the Company's stock grants and options equal the fair
value of the underlying stock on the date of grant, no compensation expenses are
recognized.

If compensation cost for the Company's stock-based compensation plans had been
determined based on the fair value at the grant dates for awards under those
plans consistent with the method of SFAS No. 123, then the Company's net income
per share would have been adjusted to the pro forma amounts indicated below:

September 30, September 30,
2003 2002
----------- -----------

Net Loss as reported $(1,990,795) $(2,374,375)
Add: stock based compensation
included in reported net income -- --
Deduct: stock based compensation
cost under SFAS 123 -- --
Pro forma net income (1,990,795) (2,374,375)

Pro form basic and diluted net income per share:

Reported net income per common share -
basic and diluted $ (0.024) $ (0.061)
Pro forma net income per common share -
basic and diluted $ (0.024) $ (0.061)

Note 2. Interim Consolidated Financial Statements
- -------------------------------------------------

In the opinion of management, the accompanying consolidated financial statements
for the nine months ended September 30, 2003 and 2002, reflect all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the financial condition, results of operations and cash flows of USURF,
including subsidiaries, and include the accounts of USURF and all of its
subsidiaries. All material inter-company transactions and balances are
eliminated.

The financial statements included herein have been prepared by USURF, without
audit, pursuant to the rules and regulations of the SEC. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles in the United States
have been condensed or omitted pursuant to such rules and regulations. It is
suggested that these unaudited financial statements be read in conjunction with
the financial statements and notes thereto included in USURF's Annual Report on
Form 10-KSB/A for the year ended December 31, 2002, as filed with the SEC.
Certain reclassifications and adjustments may have been made to the financial
statements for the comparative period of the prior fiscal year to conform with
the 2002 presentation. The results of operations for the interim periods are not
necessarily indicative of the results to be obtained for the entire year.

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

September 30, December 31,
2003 2002
---- ----
(unaudited)

Notes payable to stockholder, interest $0 $1,000
accrues at 8%, due on demand and
unsecured

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

During the nine months ended September 30, 2003, the Company issued shares of
common stock and common stock purchase warrants, as follows:

11,463,250 shares upon the exercise of certain warrants and options;

4,175,000 shares to acquire various businesses or business assets;

6,994,865 shares for cash;

2,500,000 shares as a commitment fee in connection with a financing
transaction;

5,333,333 shares in exchange for consulting and other services;

4,475,000 shares in lieu of cash compensation to certain officers;

8,162,250 warrants (1,000,000 warrants, exercise price $.050 per share;
1,500,000 warrants, exercise price $.14 per share; 540,000 warrants,
exercise price $.049 per share; 213,368 warrants, exercise price $.10 per
share; 885,954 warrants, exercise price of $.20 per share; 266,710
warrants, exercise price of $.25 per share; 123,968 warrants, exercise
price of $.30 per share; 2,500,000 warrants, exercise price of $.18 per
share; 132,250 warrants, exercise price of $.20 per share; 1,000,000
warrants, exercise price of $.19 per share) were issued;

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

A. Outstanding Judgments
- ------------------------

In 2002, an arbitrator awarded $75,000, plus legal expenses of approximately
$25,000 to a former vice-president of the Company in connection with an
employment dispute. Also during 2002, the Company was informed of a default
judgment from unchallenged litigation in the amount of $22,000. These amounts
are included in accounts payable on the balance sheet.

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

In July 2002, the Company was notified by AMEX that it had fallen below the
continued listing standards of AMEX. At that time, the Company had fallen below
certain of AMEX's continued listing standards: (1) losses from operations in its
two most recent fiscal years with shareholders' equity below $2 million; and (2)
sustained losses so substantial in relation to the company's overall operations
or its existing financial resources, or its financial condition in relation to
its overall operations or its existing financial resources, or its financial
condition has become so impaired that it appears questionable, in the opinion of
AMEX, as to whether the company will be able to continue operations and/or meet
its obligations as they mature. After AMEX reviewed the Company's plan for
regaining compliance, it was granted an extension of time (18 months) to regain
compliance with the continued listing standards. The Company is subject to
periodic review by the AMEX staff during the extension period. Failure to make
progress consistent with the plan or to regain compliance with the continued
listing standards by the end of the extension period could result in the
Company's being delisted from AMEX.

Note 6. Financing Transactions
- ------------------------------

In May 2001, the Company signed an amended and restated common stock purchase
agreement with an unrelated company to sell up to 6,000,000 shares of common
stock for up to $10,000,000. This agreement terminated in March 2003, upon the
purchase of the last available shares under the agreement. During its term, the
purchase price of the shares under the purchase agreement varied, based on
market prices of the Company's common stock. The registration statement filed
with respect to this financing transaction became effective on June 29, 2001.
The commencement date of the purchase agreement was July 10, 2001. The Company
received a total of $585,000 in proceeds under the purchase agreement during
2001, 2002 and 2003, in consideration of 6,000,000 shares.

In March 2003, the Company signed a common stock purchase agreement with an
unrelated company to sell up to $10,000,000 of Company common stock. The
purchase price per share under this purchase agreement varies, based on market
prices of the Company's common stock. The purchase agreement calls for the
Company to meet certain requirements and maintain certain criteria with respect
to its common stock in order to avoid an event of default. Upon the occurrence
of the event of default the buyer is no longer obligated to purchase any
additional shares of common stock. A registration statement is expected to be
filed in the near future with respect to this financing transaction.

Note 7. Acquisitions During the Quarter
- ---------------------------------------

Pipeline Networks of Colorado, LLC
- ----------------------------------

During the three month period ended September 30, 2003, USURF acquired the
customer base and related assets of Pipeline Networks of Colorado, LLC,
("Pipeline") a provider of high speed broadband Internet access service. In
connection therewith, we used $45,000 of our cash on hand and issued a
promissory note, face amount $111,300, due December 15, 2003, with interest
accruing at 8% per annum. Our subsidiary, USURF Communications, Inc., is the
maker of the promissory note and we have guaranteed payment of the note.
Additionally, we are to deliver to Pipeline, prior to December 15, 2003, the
cash sum of $156,300 or, in our discretion, 1,281,148 shares of our common
stock. The Company has not yet determined whether to deliver cash or stock. This
sum is reflected on the balance sheet as an "other current liability" at
September 30, 2003.

The following table summarized the assets acquired and liabilities assumed by
USURF in the transaction and the amount attributable to cost in excess of assets
acquired:

Property and Equipment $207,177
Intangibles (Customer Base,
Non-compete and Right-of
Entry Agreements $119,613
Customer Deposits ($14,190)

The preliminary estimate of assets represents management's best estimate based
on currently available information; however, such estimate may be revised within
the one-year period following the acquisition date.

The following unaudited proforma condensed statements of operations assumes the
Pipeline acquisition occurred on January 1, 2002 and presents proforma financial
information for the nine months ended September 30, 2002. In the opinion of
management, all adjustments necessary to present fairly such unaudited proforma
condensed statements of operations have been made.

Historical
Proforma Proforma
USURF Pipeline Adjustments Adjustments
------------ ------------ ------------ ------------

Revenues $ 13,978 $ 74,568 $ 88,546
Expenses
Internet Access Cost 25,820 26,041 51,861
Depreciation and
Amortization 22,917 48,262 (1) $ 21,495 92,674
General and
Administrative 201,021 136,316 337,337
Other Operating Expenses 2,138,420 126,034 2,264,454
------------ ------------ ------------
Total Operating Expenses 2,388,178 336,653 21,495 2,746,326
------------ ------------ ------------
Operating Loss (2,374,200) (262,085) (21,495) (2,657,780)
Other Income (Expense) (175) 195 20
------------ ------------ ------------
Loss Before Taxes (2,374,375) (261,890) (21,495) (2,657,760)
Income Tax Benefit 0 0 0
------------ ------------ ------------
Net Loss ($ 2,374,375) ($ 261,890) (21,495) ($ 2,657,760)
============ ============
Net Loss Per Common Share ($ 0.06) ($ 0.07)
Weighted Average Number
of Shares Outstanding 38,938,546 38,938,546

The following unaudited proforma condensed statements of operations assumes the
Pipeline acquisition occurred on January 1, 2003 and presents proforma financial
information for the nine months ended September 30, 2003. In the opinion of
management, all adjustments necessary to present fairly such unaudited proforma
condensed statements of operations have been made.

Historical
Proforma Proforma
USURF Pipeline Adjustments Adjustments
------------ ------------ ------------ ------------

Revenues $ 236,448 $ 154,091 $ 390,539
Expenses
Internet Access Cost 131,070 106,985 238,055
Depreciation and
Amortization 67,902 54,410 (1) $ 12,073 134,385
General and
Administrative 601,475 128,111 729,586
Other Operating Expenses 1,418,069 90,145 1,508,224
------------ ------------ ------------
Total Operating Expenses 2,218,516 379,651 12,073 2,610,240
------------ ------------ ------------
Operating Loss (1,982,068) (225,560) (12,073) (2,219,701)
Other Income (Expense) 8 24,281 24,289
------------ ------------ ------------

Loss Before Taxes (1,982,060) (201,279) (12,073) (2,195,412)
Income Tax Benefit 0 0 0
------------ ------------ ------------
Net Loss ($ 1,982,060) ($ 201,279) (12,073) ($ 2,195,412)
============ ============ ============
Net Loss Per Common Share
($ 0.024) ($ 0.026)
Weighted Average Number
of Shares Outstanding 83,109,557 83,109,557

(1) To record amortization of intangible assets

Children's Technology Group, Inc.
- ---------------------------------

During the three months ended September 30, 2003, USURF acquired certain assets
of Children's Technology Group, Inc. ("CTG") a provider of content-filtering
internet services. In connection therewith, we used $150,000 of our cash on hand
and issued 2,800,000 shares of our common stock. No significant revenues have
been recorded for the period ended September 30, 2003.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Introductory Statements

Forward-Looking Statements And Associated Risks

This filing contains forward-looking statements, including statements
regarding, among other things, (a) the growth strategies of USURF America, Inc.
("USURF" or the "Company"), (b) anticipated trends in the Company's industry,
(c) the Company's future financing plans and (d) the Company's ability to obtain
financing and continue operations. In addition, when used in this filing, the
words "believes," "anticipates," "intends," "in anticipation of," and similar
words are intended to identify certain forward-looking statements. These
forward-looking statements are based largely on the Company's expectations and
are subject to a number of risks and uncertainties, many of which are beyond the
Company's control. Actual results could differ materially from these
forward-looking statements as a result of changes in trends in the economy and
the Company's industry, reductions in the availability of financing and other
factors. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this filing will in fact occur.
The Company does not undertake any obligation to publicly release the results of
any revisions to these forward-looking statements that may be made to reflect
any future events or circumstances.

Overview of Our Business

During 2001 and the first quarter of 2002, USURF focused all of its efforts
and capital on the exploitation of wireless Internet access products. Beginning
in April 2002, with the arrival of its new president, USURF began to expand its
business offerings. By the beginning of 2003, USURF had become a provider of a
broad range of communications systems. USURF has begun building its wireless
Internet network in Denver and Colorado Springs. It has become the preferred
telecommunications services provider in four Denver-area MDU properties,
providing video and data services to these properties.

USURF currently operates as a provider of video (cable television) and data
(Internet) services to business and residential customers. It also markets and
sells telecommunications-related hardware and software. Its business plan
involves obtaining, through internal growth, as many voice, video and data
customers as possible. USURF's growth strategy also includes acquisitions of
communications-related business or properties which would provide a potential
customer base for its services.

2003 Acquisitions

In the first quarter of 2003, USURF acquired certain assets from Associated
Equipment Specialists, Inc. ("AES"), a telecommunications company that enabled
USURF to begin to operate as a seller of telecommunications-related hardware and
services. In June 2003, USURF executed a letter of intent to acquire certain
assets of Teleconnex Solutions, LLC ("Teleconnex"), a private company, that
sells telecommunications-related hardware and software. A letter agreement
executed by the seller contemporaneously with the letter of intent provides
that, pending the execution of a definitive purchase agreement concerning the
transaction, USURF will provide all services to certain of the seller's
customers and will pay all costs incurred to provide such service. In exchange,
the seller will pay USURF a management fee in an amount equal to all revenues
generated by the provision of such services. During the term of such letter
agreement, USURF will invoice all such customers and retain all monies collected
on such invoices. USURF will continue to operate under the letter agreement
until a definitive purchase agreement is executed with the seller. Through
September 30, 2003, USURF recorded revenues of $168,491 related to the AES
transaction and the Teleconnex letter agreement. These revenues appear in our
statements of operations for the period ended September 30, 2003.

In March 2003, USURF entered into an agreement to purchase the customer
base of an Arizona competitive local exchange carrier, subject to requisite
approvals from the Arizona Corporation Commission (ACC) and other regulatory
authorities. During the second quarter of 2003, based upon several reasons,
including the failure of the ACC to provide the necessary approvals, USURF
terminated the agreement.

Effective August 26, 2003, USURF acquired the customer base (approximately
510 customers) and related assets of Pipeline Networks of Colorado, LLC,
("Pipeline") a privately-held Denver, Colorado-area provider of high speed
broadband Internet access service. The acquired customers receive their
broadband Internet access via traditional digital subscriber line (DSL) or
cable-modem services. The Pipeline acquisition included all of the assets needed
to provide broadband DSL and cable-modem services at each of the twelve multiple
dwelling unit properties to which we obtained rights of entry. In the
acquisition we used $45,000 of our cash on hand and issued a promissory note,
face amount $111,300, due December 15, 2003, with interest accruing at 8% per
annum. Our subsidiary, USURF Communications, Inc., is the maker of the
promissory note and we have guaranteed payment of the note. Additionally, we are
to deliver to Pipeline, prior to December 15, 2003, the cash sum of $156,300 or,
in our discretion, 1,281,148 shares of our common stock. We have not yet
determined whether we will elect to deliver cash or stock. This sum is reflected
on the balance sheet as an "other current liability" at September 30, 2003.
Through September 30, 2003, USURF recorded revenues of $28,566 related to the
Pipeline transaction. These revenues appear in our statements of operations for
the period ended September 30, 2003.

Effective September 5, 2003, USURF acquired certain assets of Children's
Technology Group, Inc. ("CTG"), a Golden, Colorado-based Internet portal
providing a content-protected online environment for children. In the
acquisition, we used $150,000 of our cash on hand and issued 2,800,000 shares of
our common stock. In addition to revenues from the sale of services directly to
customers, the Company expects to generate significant revenues through the
licensing of the CTG content-filtering software. No significant revenues have
been recorded for the period ended September 30, 2003.

Going Concern

The Company's auditors stated in their reports on the financial statements
of the Company for the period ended December 31, 2001 and 2002 that the Company
is dependent on outside financing and has had losses that raise substantial
doubt about our ability to continue as a going concern. For the nine months
ended September 30, 2003 and 2002, USURF incurred a net loss of $1,990,795 and
$2,374,375, respectively. As of September 30, 2003, USURF had an accumulated
deficit since re-entering the development stage of $42,198,284. Management is
actively seeking customers for its services. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence. These factors
raise substantial doubt about the Company's ability to continue as a going
concern.

Significant Plant or Equipment Purchases

We do not currently anticipate any significant plant or equipment purchases
during the next twelve months.

Employees

We currently have nine full-time employees. We do not anticipate hiring
additional employees during the remainder of 2003. We believe that these
personnel will be adequate to accomplish the tasks set forth in our plan of
operations for 2003.

Summary of Critical Accounting Policies

Management's Discussion and Analysis discusses the results of operations
and financial condition as reflected in USURF's consolidated financial
statements, which have been prepared in accordance with accounting principals
generally accepted in the United States. The preparation of financial statements
in conformity with accounting principals generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period. On an ongoing basis,
management evaluates its estimates and judgments, including those related to
accounts receivable, inventory valuation, amortization and recoverability of
long-lived assets, including goodwill, litigation accruals and revenue
recognition. Management bases its estimates and judgments on its historical
experience and other relevant factors, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources.

While management believes that the historical experience and other factors
considered provide a meaningful basis for the accounting policies applied in the
preparation of USURF's consolidated financial statements, management cannot
guarantee that its estimates and assumptions will be accurate. If such estimates
and assumptions prove to be inaccurate, USURF may be required to make
adjustments to these estimates in future periods.

Results of Operations

Three Months Ended September 30, 2003 And 2002

Revenues

For the three months ended September 30, 2003 and 2002, USURF had $165,278
and $4,676, respectively in revenue. During the three months ended September 30,
2003, USURF's revenues were derived primarily from the sale of internet access
services, telecommunications-related hardware and services, and satellite-based
CATV access services. These revenues are recognized and recorded on an accrual
basis.

Operating Expenses

For the three months ended September 30, 2003 and 2002, operating expenses
were $825,160 and $619,492, respectively. During the three months ended
September 30, 2003, operating expenses consisted primarily of professional and
consulting fees of $200,529, all of which was paid in stock, salaries and
commissions of $256,246, most of which was paid in stock, and other general and
administrative expenses of $296,322 consisting primarily of $19,612 of contract
labor, $141,500 of directors fees, $16,110 of payroll tax expense, $23,373 of
printing and reproduction expense and $26,690 of stockholder relations expense.
Printing and reproduction and stockholder relations expenses this quarter are
attributable to the printing and solicitation of proxies in connection with the
annual stockholders' meeting.

Net loss

For the three months ended September 30, 2003, USURF had a net loss of
$772,008, or $.008 per share. In the comparable period of the prior year, USURF
had a net loss of $623,484, or $.013 per share.

Nine Months Ended September 30, 2003 And 2002

Revenues

For the nine months ended September 30, 2003 and 2002, USURF had $236,448
and $13,978, respectively in revenue. Revenues during the nine months ended
September 30, 2003 were derived primarily from the sale of internet access
services, telecommunications-related hardware and services, and satellite-based
CATV access services. These revenues are recognized and recorded on an accrual
basis.

Operating Expenses

For the nine months ended September 30, 2003 and 2002, operating expenses
were $2,087,446 and $2,362,358, respectively. During the 2003 period, operating
expenses consisted primarily of professional and consulting fees of $754,837,
all of which was paid in stock, salaries and commissions of $582,086, $473,250
of which was paid in stock, and other general and administrative expenses of
$601,475 consisting primarily of $125,000 of commitment fees incurred in
connection with the Second Fusion Capital agreement, $141,500 of directors'
fees, $26,302 of payroll tax expense, $25,411 of printing and reproduction
expense, $27,176 of public relations expense, $19,000 of costs to acquire
right-of-entry agreements, $64,810 of stockholder relations, stock-transfer and
stock exchange-related expenses, $13,766 of supplies expense, $16,678 of
telephone expense and $20,817 of travel-related expenses.

Net loss

For the nine months ended September 30, 2003, USURF had a net loss of
$1,990,795, or $.024 per share. In the comparable period of the prior year,
USURF had a net loss of $2,374,375, or $.061 per share.

Liquidity

Since its inception, USURF has had significant working capital deficits.
However, as of September 30, 2003, USURF had positive working capital of $
148,708 compared to a net working capital deficit of $1,214,489 at September 30,
2002. A net working capital deficit means that current liabilities exceeded
current assets at September 30, 2002. Current assets are generally assets that
can be converted into cash within one year and can be used to pay current
liabilities.

Currently, USURF believes that it has sufficient cash from the sale of
securities to continue its current business operations until it begins to obtain
funds under the second Fusion Capital common stock purchase agreement. During
the nine months ended September 30, 2003, USURF received approximately
$1,477,232 from the sale of securities. At September 30, 2003, USURF had cash on
hand of $260,309.

We anticipate that our cash needs over the next 12 months will be
approximately $1,518,265, consisting of general working capital needs of
$960,000 and the satisfaction of our current liabilities of $558,265. Over the
long term, we will require at least $2,000,000 in order to accomplish our
business objectives. Currently, we do not possess enough capital to accomplish
our business objectives.

USURF anticipates that its capital needs will be met under its Stock
Purchase Agreement with Fusion Capital. USURF is required to register the sale
of the stock by Fusion Capital prior to such capital becoming available to
USURF. USURF anticipates filing a registration statement with respect to such
shares in the forth quarter of 2003. USURF is also seeking other sources of
financing to fund its operations, although no assurances can be given that it
will be successful in such efforts. It is possible that we will not be able to
secure adequate capital as we need it. Also, without additional capital, it is
possible that we would be forced to curtail or cease operations.

Capital Resources

In March 2003, USURF entered into a second common stock purchase agreement
with Fusion Capital, which agreement is substantially similar to the first
agreement. Under the second agreement, Fusion Capital is to purchase up to $10
million of our common stock, based on future stock prices. We will not begin to
sell shares to Fusion Capital under this agreement, until such time as we have
completed a registration proceeding relating thereto with the SEC. We anticipate
filing a registration in the fourth quarter of 2003.

Cash Used in Operating Activities

During the first nine months of 2003, the Company's operations used cash of
$663,843 compared to $417,951 used during the same period in 2002. For the 2003
period, the Company's net loss of $1,990,795 is offset by various non-cash
expenses of $1,251,413. In each period reported, the use of cash was a direct
result of the lack of revenues compared to operating expenses.

Cash Used in Investing Activities

During the first nine months of 2003, the Company's engaged in a
significant amount of capital investment activity, primarily through the
acquisition of business assets from other companies. The total value of our
capital investments for the period was $384,715 compared to only $28,567 used
during the same period in 2002. During the 2003 period, capital assets were also
acquired through the issuance of stock valued at $688,848 and notes payable
value at $111,300.

Cash Provided by Financing Activities

During the first nine months of 2003, the total value of the Company's
financing activities was $1,225,733. During this period, $1,485,108 of cash was
provided through the sale of stock and the exercise of common stock warrants.
The company also used cash of $332,000 in connection with its business
acquisition activities. Thus, the net cash provided by the Company's financing
activities was $1,153,108 compared to cash of $506,579 provided during the same
period in 2002.

ITEM 3. CONTROLS AND PROCEDURES

As of September 30, 2003, USURF carried out an evaluation, under the
supervision and with the participation of the Principal Executive Officer and
Principal Accounting Officer of the effectiveness of the design and operation of
USURF's disclosure controls and procedures. The Company's disclosure controls
and procedures are designed to provide a reasonable level of assurance of
achieving the Company's disclosure control objectives. USURF's Principal
Executive Officer and Principal Accounting Officer have concluded that its
disclosure controls and procedures are, in fact, effective at this reasonable
assurance level. In addition, we reviewed our internal controls, and there have
been no significant changes in our internal controls or in other factors that
could significantly affect those controls subsequent to the date of their last
valuation or from the end of the reporting period to the date of this report.

PART II

ITEM 1. LEGAL PROCEEDINGS

On September 29, 2000, an involuntary bankruptcy petition was filed against
CyberHighway in the Idaho Federal Bankruptcy Court, styled In Re: CyberHighway,
Inc., Case No. 00-02454. The petitioning creditors were ProPeople Staffing, CTC
Telecom, Inc. and Hawkins-Smith. In December 2000, CyberHighway and the
petitioning creditors filed a joint motion to dismiss this proceeding. The joint
motion to dismiss was denied because the creditors believe that CyberHighway's
as-yet unasserted damage claims against the original petitioning creditors and
their law firm and a claim against Dialup USA, Inc. represent CyberHighway's
most valuable assets. These as-yet unasserted claims include claims for bad
faith filing of the original bankruptcy petition as to the original petitioning
creditors and their law firm, as well as claims for tortious interference with
beneficial business relationships as to Dialup USA, Inc. It is likely that, at
some time in the future, a final order of bankruptcy will be entered with
respect to CyberHighway. No prediction of the timing of such an order can be
made, although we believe that such an order would come only after the final
adjudication of the claims described above.

In January 2000, we instituted arbitration proceedings against Christopher
L. Wiebelt, our former vice president of finance and chief financial officer. At
a recent hearing, we alleged that Mr. Wiebelt violated certain terms of his
employment agreement and sought damages resulting from those violations, while
Mr. Wiebelt claimed wrongful termination under his employment agreement. The
arbitrator has awarded Mr. Wiebelt $75,000, plus legal expenses of approximately
$25,000. We are attempting to negotiate payment terms. This case is styled:
USURF America, Inc. vs. Christopher L. Wiebelt, American Arbitration
Association, Case No. 71-160-00087-01.

In July 2002, we became aware of an existing default judgment against us,
dated June 7, 2001, in the approximate amount of $22,000. The lawsuit, filed by
a law firm in Boise Idaho, went unchallenged as a result of administrative
errors. We are attempting to negotiate payment terms. This case is styled:
Marcus, Merrick, Montgomery, Christian & Hardee, LLP vs. USURF America, Inc.,
District Court of the Fourth Judicial District of the State of Idaho, in and for
the County of Ada, Case No. CV OC 0101693D.

In June 2003, one of our subsidiaries, USURF Telecom, Inc., was named as a
defendant in a lawsuit filed by Qwest Corporation. USURF Telecom has filed its
answer, denying any liability. Our management believes that Qwest's allegations
are without merit. This case is styled: Qwest Corporation vs. Maxcom, Inc.
(f/k/a Mile High Telecom, CLEC for Sale, Inc. and Mile High Telecom, Inc.), et.
al., District Court, City and County of Denver, Colorado, Case No. 03 CV 1676.

ITEM 2. CHANGES IN SECURITIES

During the three months ended September 30, 2003, we issued the following
securities:

1. (a) Securities Issued. In July 2003, 75,000 shares of the Company's common
stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Robert L. Volgelsang.

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

2. (a) Securities Issued. In July 2003, 100,000 shares of the Company's
common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Clyde Pittman.

3. (a) Securities Issued. In August 2003, 3,000,000 shares of the Company's
common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Peter Rochow.

(d) Exemption from Registration. These securities were issued to a single
non-U.S. purchaser and are exempt from registration under the
Securities Act of 1933, as amended, pursuant to the provisions of
Regulation S thereunder.

4. (a) Securities Issued. In August 2003, 1,700,000 shares of the Company's
common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Joe Coors, Jr.

5. (a) Securities Issued. In August 2003, 333,333 shares of the Company's
common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
M3 Telecom, Inc.

6. (a) Securities Issued. In September 2003, 75,000 shares of the Company's
common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Brian McManus.

7. (a) Securities Issued. In September 2003, 100,000 shares of the Company's
common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
The Writer Group.

8. (a) Securities Issued. In September 2003, 1,450,000 shares of the
Company's common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Douglas O. McKinnon.

9. (a) Securities Issued. In September 2003, 1,100,000 shares of the
Company's common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Kenneth J. Upcraft.

10. (a) Securities Issued. In September 2003, 1,100,000 shares of the
Company's common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Christopher K. Brenner.

11. (a) Securities Issued. In September 2003, 825,000 shares of the Company's
common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Michael T. Woods.

12. (a) Securities Issued. In September 2003, 2,800,000 shares of the
Company's common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Children's Technology Group, Inc.

13. (a) Securities Issued. In September 2003, 1,935,000 shares of the
Company's common stock were issued.

(b) Underwriter or Other Purchasers. Such shares were issued to Ken and
Connie Williamson.

14. (a) Securities Issued. In September 2003, 1,000,000 warrants for the
Company's common stock were issued.

(b) Underwriter or Other Purchasers. Such warrants were issued to Ken and
Connie Williamson.

(e) Terms of Conversion or Exercise. Exercise price of the warrants is
$.19 per share and the warrants are exercisable for a period of two
years from issuance.

15. (a) Securities Issued. In September 2003, 500,000 shares of the Company's
common stock were issued.

(b) Underwriter or Other Purchasers. Such shares were issued to John
Pritzlaff, III.

16. (a) Securities Issued. In September 2003, 2,500,000 warrants for the
Company's common stock were issued.

(b) Underwriter or Other Purchasers. Such warrants were issued to John
Pritzlaff, III.

(e) Terms of Conversion or Exercise. Exercise price of the warrants is
$.18 per share and the warrants are exercisable for a period of two
years from issuance.

17. (a) Securities Issued. In September 2003, 600,000 shares of the Company's
common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
HomeSync, Inc.

18. (a) Securities Issued. In September 2003, 200,000 shares of the Company's
common stock were issued.

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

19. (a) Securities Issued. In September 2003, 150,000 shares of the Company's
common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Ross Bravata.

20. (a) Securities Issued. In September 2003, 1,300,000 shares of the
Company's common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
David Loflin.

21. (a) Securities Issued. In September 2003, 3,418,750 shares of the
Company's common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Evergreen Venture Partners, LLC.

22. (a) Securities Issued. In September 2003, 132,250 shares of the Company's
common stock were issued.

(b) Underwriter or Other Purchasers. Such shares of stock were issued to
Three Point Properties.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

(a) Date and Type of Meeting. An annual meeting of the stockholders was
held on September 22, 2003.

(b) Election of Directors. Directors elected at the meeting were Douglas
O. McKinnon, David M. Loflin, Richard E. Wilson, and Ross S. Bravata.
Effective October 22, 2003, David Loflin resigned as a director for
personal reasons.

(i) Election of directors; 75,766,229 votes were cast in favor of
such proposal; 0 votes were cast against the proposal; and
487,852 shares abstained from voting on the proposal;

a. Ratification of Hein + Associates, LLP as the Company's
independent auditors; 75,801,257 votes were cast in favor of such
proposal; 385,964 votes were cast against the proposal; and
66,860 shares abstained from voting on the proposal;

b. Approval of amendment to the company's Articles of Incorporation
to increase the number of authorized common shares to 400,000,000
and to authorize the issuance of 100,000,000 shares of $.0001 par
value preferred stock; 74,800,492 votes were cast in favor of
such proposal; 1,372,534 votes were cast against the proposal;
and 81,055 shares abstained from voting on the proposal; and

c. Ratification of the adoption of a stock ownership plan for
officers, directors and consultants of the company; 74,353,821
votes were cast in favor of such proposal; 1,587,635 votes were
cast against the proposal; and 312,625 shares abstained from
voting on the proposal.

ITEM 5. EXHIBITS AND FORM 8-K

(a) Exhibits.

Exhibit No. Description
- ----------- -----------

4.1 Second Amended and Restated 2002 Stock Ownership Plan

31.1 Certification of the Chief Executive Officer re: Section 302
31.2 Certification of the Chief Financial Officer re: Section 302
32.1 Certification of the Chief Executive Officer and Chief
Financial Officer re: Section 906

(b) Reports on Form 8-K.

During the three months ended September 30, 2003, we filed two Current
Report on Form 8-K, as follows:

- Date of event: August 26, 2003, wherein we reported the
acquisition of business assets; and

- Date of event: September 22, 2003, wherein we reported the
holding of the Company's annual shareholders' meeting and
business transacted thereat.

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.

Dated: December 4, 2003 USURF AMERICA, INC.

By: /S/ Douglas O. McKinnon
---------------------------
Douglas O. McKinnon
Chief Executive Officer