UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING

(Check One):  [_] Form 10-K  [_] Form 20-K  [x] Form 10-Q  [_] Form N-SAR
              [ ] Form N-CSR

              For Period Ended:  June 30, 2004

                   [_] Transition Report on Form 10-K
                   [_] Transition Report on Form 20-K
                   [_] Transition Report on Form 11-K
                   [_] Transition Report on Form 10-Q
                   [_] Transition Report on Form N-SAR

              For the Transition Period Ended: ________________________________

                             SEC File Number 1-15383

                            CUSSIP Number 9173M 10 5

  READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.

    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
- --------------------------------------------------------------------------------

PART I - REGISTRANT INFORMATION

USURF AMERICA, INC.
Full Name of Registrant

N/A__________________
Former name if applicable

6005 DELMONICO DRIVE, SUITE 140
Address of Principal Executive Office (Street and Number)

COLORADO SPRINGS, CO 80919
City, State and Zip Code

PART II - RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25 (b), the following
should be completed. (Check box if appropriate.)


        (a) The reasons described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense;

[ X ]   (b) The subject annual report, semi-annual report, transition report on
            Form 10-K, 20- F, 11-K or Form N-SAR, or portion thereof will be
            filed on or before the 15th calendar day following the prescribed
            due date; or the subject quarterly report or transition report on
            Form 10-Q, or portion thereof will be filed on or before the fifth
            calendar day following the prescribed due date; and

        (c) The accountant's statement or other exhibit required by Rule 12b-25
            (c) has been attached if applicable.



PART III - NARRATIVE

State below in reasonable detail why the Form 10-K, 11-K, 20-F, 10-Q, N-SAR or
the transition report portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed)

   The Quarterly Report of Form 10-QSB could not be filed because Registrant's
   independent auditor has not yet completed its review of the unaudited
   financial statements to be included in the Form 10-QSB.


PART IV - OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification:

      Ronald Bass    (720)                936-8283
      ----------------------------------------------
      (Name)         (Area Code)(Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15 (d) of the
      Securities Exchange Act of 1934 or Section 30 of the Investment Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the registrant was required to file such report(s) been filed? If the
      answer is no, identify report(s).
                       [ X ] YES       [_] NO

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof?
                       [_] YES       [ X ] NO

      If so: attach an explanation of the anticipated change, both narratively
      and quantitatively, and, if appropriate, state the reasons why a
      reasonable estimate of the results cannot be made.


                               USURF AMERICA, INC.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:   August 16, 2004            By: /S/ Ronald Bass
- -----------------------            ----------------------------
                                   Ronald Bass
                                   Principal Accounting Officer